SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Apeiron Capital Sponsor, LLC (Last) (First) (Middle) 175 FEDERAL STREET, SUITE 875 (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/08/2021	3. Issuer Name and Ticker or Trading Symbol Apeiron Capital Investment Corp. [ APN U ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	(1)	(1)	Class A Common Stock	4,312,500(2)	(1)	D(2)

1. Name and Address of Reporting Person* Apeiron Capital Sponsor, LLC (Last) (First) (Middle) 175 FEDERAL STREET, SUITE 875 (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shulman Joel (Last) (First) (Middle) 175 FEDERAL STREET, SUITE 875 (Street) BOSTON MA 02110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer

Explanation of Responses:

1. As described in the registrant's registration statement on Form S-1 (File No. 333-257369) under the heading "Description of Securities-Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

2. These shares represent the shares of Class B common stock held by Apeiron Capital Sponsor, LLC (the "Sponsor") acquired pursuant to a subscription agreement dated as of February 5, 2021 by and between the Sponsor and the registrant. These shares include an aggregate of 562,500 shares that are subject to forfeiture to the extent that the underwriters do not exercise their over-allotment option in connection with the registrant's initial public offering in full. Dr. Shulman is the managing member of the Sponsor and may be deemed to have shared beneficial ownership of the shares held by the Sponsor by virtue of his control over the Sponsor. Dr. Shulman disclaims beneficial ownership of the shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.

	/s/ Joel Shulman, By: /s / Joel Shulman, Managing Member of Apeiron Capital Sponsor, LLC	11/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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