SEC Comment Letter 0000000000-22-012670 to Apeiron Capital Investment Corp. (CIK 0001849011)
Apeiron Capital Investment Corp. (CIK 0001849011)
Date: Nov. 22, 2022 · CIK: 0001849011 · Accession: 0000000000-22-012670
AI Filing Summary & Sentiment
File numbers found in text: 001-41030
Letter
United States securities and exchange commission logo November 22, 2022 Joel Shulman Chief Executive Officer Apeiron Capital Investment Corp. 175 Federal Street, Suite 875 Boston, Massachusetts 02110 Re:Apeiron Capital Investment Corp. Preliminary Proxy Statement on Schedule 14A Filed November 18, 2022 File No. 001-41030 Dear Joel Shulman: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed November 18, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants,
FirstName LastNameJoel Shulman Comapany NameApeiron Capital Investment Corp. November 22, 2022 Page 2 FirstName LastName Joel Shulman Apeiron Capital Investment Corp. November 22, 2022 Page 2 which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Melanie Singh at 202-551-4074 or David Link at 202-551-3356 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Joshua N. Englard, Esq.
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United States securities and exchange commission logo
November 22, 2022
Joel Shulman
Chief Executive Officer
Apeiron Capital Investment Corp.
175 Federal Street, Suite 875
Boston, Massachusetts 02110
Re:Apeiron Capital Investment Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 18, 2022
File No. 001-41030
Dear Joel Shulman:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed November 18, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
FirstName LastNameJoel Shulman
Comapany NameApeiron Capital Investment Corp.
November 22, 2022 Page 2
FirstName LastName
Joel Shulman
Apeiron Capital Investment Corp.
November 22, 2022
Page 2
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Melanie Singh at 202-551-4074 or David Link at 202-551-3356 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Joshua N. Englard, Esq.