Apeiron Capital Sponsor, LLC - Nov 8, 2021 Form 3 Insider Report for Apeiron Capital Investment Corp. (APNC)

Role: 10%+ Owner
Signature: /s/ Joel Shulman, By: /s / Joel Shulman, Managing Member of Apeiron Capital Sponsor, LLC
Stock symbol: APNC
Transactions as of: Nov 8, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/8/2021, 08:00 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	APNC	Class B Common Stock							Nov 8, 2021	Class A Common Stock	4.31M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.