8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 25, 2021

ARTISAN ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands (State or other jurisdiction of incorporation or organization)	001-40411 (Commission File Number)	98-1580830 (I.R.S. Employer Identification No.)
71 Fort Street, PO Box 500 Grand Cayman Cayman Islands, KY1-1106 (Address of principal executive offices)		(Zip Code)

+852 2523 1056

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	ARTAU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	ARTA	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	ARTAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01. Other Events.

As previously reported, on May 18, 2021, Artisan Acquisition Corp., a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “IPO”) of 30,000,000 units (the “Units”).

On May 25, 2021, the Company consummated the closing (the “Over-Allotment Closing”) of its sale of an additional 3,934,235 Units pursuant to the partial exercise by the underwriters of their over-allotment option (the “Over-Allotment Option”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $39,342,350. Simultaneously with the partial exercise of the Over-Allotment Option, the Company sold an additional 524,565 private placement warrants to its sponsor, Artisan LLC, generating gross proceeds to the Company of $786,847. Following the Over-Allotment Closing, an aggregate amount of $339,342,350 has been placed in the Company’s trust account established in connection with the IPO.

An audited balance sheet as of May 18, 2021 reflecting receipt of the proceeds upon consummation of the IPO has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on May 25, 2021. The Company’s unaudited pro forma balance sheet as of May 18, 2021, adjusted for the Over-Allotment Closing on May 25, 2021 is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Unaudited Pro Forma Balance Sheet as of May 18, 2021

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 1, 2021	ARTISAN ACQUISITION CORP.
	By:	/s/ CHENG YIN PAN (BEN)
	Name:  Cheng Yin Pan (Ben)
	Title:    Chief Executive Officer

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EX-99.1

Exhibit 99.1

ARTISAN ACQUISITION CORP.
BALANCE SHEET
MAY 18, 2021

	May 18, 2021			Pro Forma Adjustments			As Adjusted
				(Unaudited)			(Unaudited)
ASSETS
Current assets:
Cash	$	1,961,877		$	—		$	1,961,877
Prepaid expenses	27,873			—			27,873
Total current assets	1,989,750			—			1,989,750
Cash held in trust account	300,000,000			39,342,350		(a)	339,342,350
				786,847		(b)
				(786,847		)(c)
TOTAL ASSETS	$	301,989,750		$	39,342,350		$	341,332,100
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	53,524		$	—		$	53,524
Accrued offering costs	411,010			—			411,010
Promissory note - related party	1,150			—			1,150
Due to related party	124,740			—			124,740
Accrued expenses	14,773			—			14,773
Total current liabilities	605,197			—			605,197
Warrant liabilities	13,963,333			1,075,358		(a)	15,484,570
				445,879		(b)
Deferred underwriting fee payable	10,500,000			1,376,982		(d)	11,876,982
Total Liabilities	25,068,530			2,898,219			27,966,749
Commitments
Class A ordinary shares subject to possible redemption, 30,000,000 and 33,934,235 shares at redemption value, actual and as adjusted, respectively	300,000,000			39,342,350		(e)	339,342,350
Shareholders’ Deficit
Preference shares, $0.0001 par value; 3,000,000 shares authorized; none issued and outstanding	—			—			—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; 30,000,000 and 33,934,235 shares issued and outstanding, actual and as adjusted, respectively	—			393		(a)	—
				(393		)(e)
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 10,125,000 shares issued and outstanding (1)	1,013			—			1,013
Additional paid-in capital	23,987			38,266,599		(a)	23,987
				340,968		(b)
				(765,340		)(c)
				(1,339,344		)(d)
				(36,502,883		)(e)
Accumulated deficit	(23,103,780		)	(21,507		)(c)	(26,001,999		)
				(37,638		)(d)
				(2,839,074		)(e)
Total Shareholders’ Deficit	(23,078,780		)	(2,898,219		)	(25,976,999		)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	301,989,750		$	39,342,350		$	341,332,100

(1) Includes up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. The underwriters partially exercised their over-allotment option on May 25, 2021; thus, only 141,441 Class B ordinary shares remain subject to forfeiture.

The accompanying notes are an integral part of the financial statement.

F-1

ARTISAN ACQUISITION CORP.

NOTE TO FINANCIAL STATEMENT

(UNAUDITED)

NOTE 1. CLOSING OF OVER-ALLOTMENT OPTION

The accompanying unaudited Pro Forma Financial Statement presents the Balance Sheet of Artisan Acquisition Corp. (the “Company”) as of May 18, 2021, adjusted for the partial exercise of the underwriters’ over-allotment option and related transactions which closed on May 25, 2021 as described below.

On May 18, 2021, the Company consummated its initial public offering (the “Initial Public Offering”) of 30,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”), with each whole warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,333,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Artisan LLC (the “Sponsor”), generating gross proceeds of $8,000,000.

The Company had granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On May 21, 2021, the Underwriters partially exercised the over-allotment option and, on May 25, 2021,  purchased an additional 3,934,235 Units (the “Over-Allotment Units”), generating gross proceeds of $39,342,350, and incurred $786,847 in cash underwriting fees and $1,376,982 in deferred underwriting fees.

Simultaneously with the closing of the exercise of the over-allotment option, the Company consummated the sale of 524,565 warrants (the “Over-Allotment Warrants”) at a purchase price of $1.50 per warrant in a private placement to the Sponsor, generating gross proceeds of $786,847.

Upon closing of the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Warrants, and the sale of the Over-Allotment Units, a total of $339,342,350 ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.

In addition, the Sponsor agreed to forfeit up to 1,125,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. As a result of the underwriters’ partial exercise of the over-allotment option, 983,559 Founders Shares are no longer subject to forfeiture; thus, only 141,441 Founder Shares remain subject to forfeiture.

F-2

ARTISAN ACQUISITION CORP.

NOTE TO FINANCIAL STATEMENT

(UNAUDITED)

Pro forma adjustments to reflect the exercise of the Underwriters’ over-allotment option described above are as follows:

	Pro forma entries
a.	Cash held in trust account	$	39,342,350
	Warrant liabilities			$	1,075,358
	Class A ordinary shares			$	393
	Additional paid-in capital			$	38,266,599
	To record sale of 3,934,235 Over-allotment Units at $10.00 per Unit
b.	Cash held in trust account	$	786,847
	Warrant liabilities			$	445,879
	Additional paid-in capital			$	340,968
	To record sale of 524,565 Private Placement Warrants at $1.50 per Warrant
c.	Additional paid-in capital	$	765,340
	Accumulated deficit	$	21,507
	Cash held in trust account			$	786,847
	To record payment of cash underwriting fee
d.	Additional paid-in capital	$	1,339,344
	Expensed offering costs	$	37,638
	Deferred underwriting fee payable			$	1,376,982
	To record additional deferred underwriters’ fee arising from the sale of Over-allotment Units
e.	Class A ordinary shares	$	393
	Additional paid-in capital	$	36,502,883
	Accumulated deficit	$	2,839,074
	Class A ordinary shares subject to redemption			$	39,342,350
	To record Class A ordinary shares subject to redemption

F-3