Danam Health, Inc. entered into a definitive agreement to acquire Artemis Strategic Investment Corporation (NasdaqGM:ARTE) from Artemis Sponsor, LLC and others for approximately $210 million in a reverse merger transaction on August 7, 2023. Danam?s stockholders will receive consideration in the form of newly issued shares of common stock Artemis, valued based on an aggregate implied enterprise value for Danam of $200 million, including up to approximately $30 million of such common stock as contingent consideration, subject to customary adjustments for Danam?s closing working capital, cash and debt. The aggregate merger consideration to the holders of Danam stock will be an amount equal to $170 million, subject to adjustments for Danam?s closing debt, net of cash and unpaid transaction expenses, to be paid by the delivery of new shares of Artemis Class A common stock, plus the additional contingent right to receive the earnout shares. As per filing on September 8, 2023 the agreement, among other things, provide that the price per share used to determine the number of shares of Purchaser Class A Common Stock to be issued as Merger Consideration Shares, shall be $10.00 per share, rather than the Redemption Price. Danam stockholders will also have a contingent right to receive up to an additional 3,000,000 shares of Artemis Class A Common Stock. Upon closing of the merger as provided in the transaction, the combined company will be named Danam Health Holdings Corporation. Danam Health?s common stock and warrants are expected to be listed on NASDAQ. Following the closing of the Transaction, Suren Ajjarapu will serve as the Chief Executive Officer and Chairman of the Board of Directors of Danam Health. The Board of Directors of Danam Health is also expected to include Philip N. Kaplan and Prashant Patel. As of September 18, 2023, the Transaction, which has been approved by the boards of directors of Danam and Artemis, is expected to close around the end of 2023, subject to, among other things, the SEC declaring the Registration Statement effective, approval of the Transaction by Danam and Artemis shareholders, regulatory approvals, and the satisfaction of other customary closing conditions.

The transaction is subject to, among other things, receipt of applicable governmental, regulatory, and third-party approvals, satisfaction of minimum closing net tangible asset and cash requirements, approval of Artemis and Danam shareholders, Registration Statement shall have been declared effective, Nasdaq listing approval of Class A shares, expiration of any applicable waiting period under any antitrust laws, and the satisfaction or waiver of other customary closing conditions. The transaction was unanimously approved by the respective boards of directors of all parties. Andy Tucker of Nelson Mullins Riley & Scarborough LLP is serving as legal counsel for Danam, and Barry I. Grossman and Lloyd N. Steele of Ellenoff Grossman & Schole LLP is serving as legal counsel for Artemis.

Danam Health, Inc. cancelled the acquisition of Artemis Strategic Investment Corporation (NasdaqGM:ARTE) from Artemis Sponsor, LLC and others in a reverse merger transaction on October 26, 2023.