GIO World Health Ltd entered into a definitive business combination agreement to acquire Apeiron Capital Investment Corp. (OTCPK:APNC) for approximately $800 million in a reverse merger transaction on March 8, 2023. Under the terms of the agreement, GIO World Health is valued at a pre-money enterprise value of $250 million. After the closing, certain of the sellers will be entitled to receive from Apeiron additional shares of Apeiron Class A Common Stock in an amount up to 54 million shares in the event certain metrics are satisfied during the period commencing on the Effective Time and ending on the fifth anniversary of the Closing Date. Upon the Closing, current GIO World Health shareholders will retain 100% of their equity through new common shares of Apeiron Capital and own approximately 80.83% of the post-closing combined public company at the Closing. Apeiron Capital common stock will be listed on either the New York Stock Exchange or NASDAQ, and Apeiron Capital will be renamed "GIO World Health Holdings, Inc." The GIO World Health organization will continue to be led by Anand Srivastava and Deven Patel, who will become executive officers of the post-Closing public company at the Closing.

The Transaction is subject to approval by Apeiron Capital?s shareholders, the expiration or termination of waiting periods under applicable anti-trust laws, all consents required to be obtained from or made with any governmental authority having been obtained or made, certain third party consents having been received, Apeiron having at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Business Combination, the Registration Statement having become effective, the shares of Apeiron Class A Common Stock to be issued in the Business Combination having been listed for trading on a national securities exchange, execution of the Employment Agreements and other customary closing conditions. The transaction is expected to close in the second half of 2023. TAG Partners Ltd. is serving as the capital markets and financial advisor to GIO World Health. Matthew A. Gray and Stuart Neuhauser of Ellenoff Grossman & Schole LLP are serving as legal advisor to Apeiron Capital, and Michael J. Blankenship of Winston & Strawn LLP is serving as legal advisor to GIO World Health. Continental Stock Transfer & Trust Company is acting as transfer agent for Apeiron Capital Investment. EverEdge Global Ltd. is the fairness opinion provider to Apeiron Capital Investment.

GIO World Health Ltd cancelled the acquisition of Apeiron Capital Investment Corp. (OTCPK:APNC) in a reverse merger transaction on August 11, 2023. Apeiron notified GIO World Health about the termination, and it intends to to liquidate and dissolve, effective as of the close of business on August 14, 2023, and will redeem all of the outstanding shares of common stock.