SC 13G 1 tm2129519d1_sc13g.htm SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ____)*

  

Artemis Strategic Investment Corporation

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

04303A202**

(CUSIP Number)

 

September 30, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

xRule 13d-1(c)

 

¨Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

** Not available. CUSIP is for the Issuer’s Units, each consisting of 1 share of Class A Common Stock and one half of one redeemable warrant.

 

 

 

 Page 1 of 9 Pages 

 

 

CUSIP No. 04303A202

 

1.Names of Reporting Persons

 

NewGen Asset Management Limited

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨     

(b)  x    

 

3.SEC Use Only

 

 

4.Citizenship or Place of Organization

 

Canada

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH: 

 5.  SOLE VOTING POWER 0
     
6. SHARED VOTING POWER 0
     
7. SOLE DISPOSITIVE POWER 0
     
8. SHARED DISPOSITIVE POWER 0

  

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)   ¨

 

 

11.Percent of Class Represented by Amount in Row (9)

 

0%

 

12.Type of Reporting Person (See Instructions)

 

CO, IA

 

 

*Ownership information above is as of the end of business on October 6, 2021, the business day before the filing date of this Schedule 13G.

 

 Page 2 of 9 Pages 

 

  

CUSIP No. 04303A202

  

1.Names of Reporting Persons

 

NewGen Holdco Limited

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ¨

(b) x

 

3.SEC Use Only

 

 

4.Citizenship or Place of Organization

 

Canada

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH: 

 5.  SOLE VOTING POWER 0
     
6. SHARED VOTING POWER 0
     
7. SOLE DISPOSITIVE POWER 0
     
8. SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

 

11.Percent of Class Represented by Amount in Row (9)

 

0%

 

12.Type of Reporting Person (See Instructions)

 

OO, HC

 

 

*Ownership information above is as of the end of business on October 6, 2021, the business day before the filing date of this Schedule 13G.

 

 Page 3 of 9 Pages 

 

  

CUSIP No. 04303A202

  

1.Names of Reporting Persons

 

NewGen Equity Long/Short Fund

 

2.Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ¨     

(b)  x

 

3.SEC Use Only

 

 

4.Citizenship or Place of Organization

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH: 

 5.  SOLE VOTING POWER 0
     
6. SHARED VOTING POWER 0
     
7. SOLE DISPOSITIVE POWER 0
     
8. SHARED DISPOSITIVE POWER 0

 

9.Aggregate Amount Beneficially Owned by Each Reporting Person

 

0

 

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨

 

 

11.Percent of Class Represented by Amount in Row (9)

 

0%

 

12.Type of Reporting Person (See Instructions)

 

OO

 

 

*Ownership information above is as of the end of business on October 6, 2021, the business day before the filing date of this Schedule 13G.

 

 Page 4 of 9 Pages 

 

 

Item 1.

 

(a)The name of the issuer is Artemis Strategic Investment Corporation (the “Issuer”).

 

(b)The principal executive offices of the Issuer are located at 3310 East Corona Avenue, Phoenix, Arizona 85040.

 

Item 2.

 

(a)This Schedule 13G (this “Statement” or this “Schedule 13G”) is being filed by: (1) NewGen Asset Management Limited, a Canadian corporation (the “Investment Manager”); (2) NewGen Holdco Limited, a Canadian company (the “Holdco”); and (3) NewGen Equity Long/Short Fund, a Cayman Islands exempted company incorporated with limited liability (the “Fund”) (all of the foregoing, collectively, the “Reporting Persons”). The Fund is an investment vehicle. The Investment Manager is the investment manager of the Fund and a separately managed account (the “SMA”). The Fund and the SMA directly beneficially own the Class A Common Stock (as defined below) reported in this Statement. Holdco is the owner of the Investment Manager. The Investment Manager and Holdco may be deemed to beneficially own the Class A Common Stock directly beneficially owned by the Fund and the SMA. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such Reporting Person.

 

(b)The principal business office of the Reporting Persons is Commerce Court North, Suite 2900, 25 King Street West, Box 405, Toronto, Ontario M5L 1G3, Canada.

 

(c)For citizenship information see Item 4 of the cover page of each Reporting Person.

 

(d)This Statement relates to the Class A Common Stock, par value $0.0001 per share, of the Issuer (the “Class A Common Stock”).

 

(e)The CUSIP Number of the Class A Common Stock is not available. The CUSIP number of the Issuer’s Units, each consisting of 1 share of Class A Common Stock and one half of one redeemable warrant, is 04303A202.

 

Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) o An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) o Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

 Page 5 of 9 Pages 

 

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4. Ownership.

 

See Items 5-9 and 11 on the cover page for each Reporting Person, and Item 2, which information is given as of the end of business on the business day before the filing date of this Schedule 13G.

 

On September 30, 2021, the date of the event which requires filing of this statement, the Fund acquired 1,385,000 Class A Units and the SMA acquired 90,000 Class A Units, representing at that time 7.3% of the outstanding shares of Class A Common Stock of the Issuer. The Fund and the SMA have since sold all of such Units.

 

The above percentage of beneficial ownership is based on 20,125,000 shares of Class A Common Stock outstanding, as reported by the Issuer in its Form 8-K filed on October 4, 2021.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  x

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

 Page 6 of 9 Pages 

 

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

(a)Not applicable.

 

(b)Not applicable.

 

(c)By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 

 Page 7 of 9 Pages 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 7, 2021

 

NewGen Asset Management Limited

NewGen Holdco Limited

NewGen Equity Long/Short Fund

  

 

By:  /s/ David Dattels  

President of the Investment Manager (for itself and on behalf of the Fund), and as authorized signatory for Holdco

 

 

 Page 8 of 9 Pages 

 

 

EXHIBIT INDEX

 

Exhibit No. Document
   
1 Joint Filing Agreement

 

 

 

 Page 9 of 9 Pages