Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Apeiron Capital Investment Corp.
(Name of Issuer)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
03752A101
(CUSIP Number)
December 31, 2022
(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)
☐ Rule 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).
CUSIP: 03752A101
Page 2 of 7
| 1 |
NAMES OF REPORTING PERSONS
Spring Creek Capital, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
200,000 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
200,000 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.3% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 200,000 shares of Class A common stock, par value $0.0001 per share (“Public Shares”), of Apeiron Capital Investment Corp. (the “Issuer”). |
CUSIP: 03752A101
Page 3 of 7
| 1 |
NAMES OF REPORTING PERSONS
Koch Industries, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
200,000 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
200,000 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.3% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 200,000 Public Shares held by Spring Creek Capital, LLC. These Issuer securities may be deemed to be beneficially owned by Koch Industries, Inc. by virtue of its indirect ownership of Spring Creek Capital, LLC. |
CUSIP: 03752A101
Page 4 of 7
Item 1(a). Name of Issuer: Apeiron Capital Investment Corp. (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Officers: 175 Federal Street, Suite 875, Boston Massachusetts 02110
Item 2(a). Name of Person Filing:
Spring Creek Capital, LLC (“Spring Creek”)
SCC Holdings, LLC (“SCC”)
KIM, LLC (“KIM”)
Koch Investments Group, LLC (“KIG”)
Koch Investments Group Holdings, LLC (“KIGH”)
Koch Industries, Inc. (“Koch Industries”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).
Item 2(b). Address or Principal Business Office or, if None, Residence:
The principal business office for all Reporting Persons is:
4111 E. 37th Street North
Wichita, KS 67220
| Item | 2(c). Citizenship: See Item 4 of each cover page. |
Item 2(d).Title of Class of Securities: Class A common stock, par value $0.0001 per share (“Public Shares”).
Item 2(e).CUSIP No.: 03752A101.
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: Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page. Calculated using 1,502,203 Public Shares outstanding as of December 21, 2022, as reported on the Issuer’s Current Report on Form 8-K filed with the SEC on December 23, 2022.
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.
Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Spring Creek. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.
CUSIP: 03752A101
Page 5 of 7
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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 or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
CUSIP: 03752A101
Page 6 of 7
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: February 10, 2023
| Spring Creek Capital, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Vice President and Secretary | |
| SCC Holdings, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Secretary | |
| KIM, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Vice President and Secretary | |
| Koch Investments Group, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Secretary | |
| Koch Investments Group Holdings, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Secretary | |
| Koch Industries, Inc. | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Assistant Secretary | |
CUSIP: 03752A101
Page 7 of 7
EXHIBIT INDEX
| Exhibit Number |
Title | |
| 99.1 | Joint Filing Agreement | |