Form RW - Registration Withdrawal Request
August 11 2023 - 4:50PM
Edgar (US Regulatory)
Apeiron Capital Investment
Corp.
175 Federal Street, Suite 875
Boston, MA 02110
August 11,
2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
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Re: |
Apeiron Capital Investment Corp. |
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Request for Withdrawal
Pursuant to Rule 477 of Registration Statement on Form S-4
(File No. 333-271852) |
Ladies and Gentleman:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), on behalf of Apeiron Capital Investment Corp.
(“we,” “us,” “our,” or the “Company”), we hereby submit this letter to notify the Securities
and Exchange Commission (the “Commission”) of our withdrawal of our Registration Statement on Form S-4, as amended (File No. 333-271852)
(the “Registration Statement”), because the Company has elected not to proceed with the public offering of securities contemplated
by the Registration Statement at this time. The Registration Statement was not declared effective, and no securities have been issued
or sold under the Registration Statement.
The Company acknowledges
that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, the
Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future
use should the Company proceed with the filing of a subsequent registration statement meeting the requirements of Rule 457(p) promulgated
under the Securities Act.
Thank
you for your assistance with this matter. If you have any questions or comments concerning this request, please call our legal counsel,
Meredith Laitner, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
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Sincerely, |
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/s/ Joel Shulman |
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Joel Shulman |
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Chief Executive Officer |
Apeiron Capital Investment (CE) (USOTC:APNC)
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