Apeiron Capital Investment (APNC) S-4Registration of securities issued in business combination transactions

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As filed with the United States Securities and Exchange Commission on May 11, 2023

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

APEIRON CAPITAL INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

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175 Federal Street, Suite 875

Boston, Massachusetts 02110

(617) 279-0045

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Joel Shulman

Chief Executive Officer

Apeiron Capital Investment Corp.

175 Federal Street, Suite 875

Boston, Massachusetts 02110

(617) 279-0045

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

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It is anticipated that, immediately following the Closing, ACIC public stockholders will own interest of approximately 5.1%, the Sponsor will own approximately 14.6%, and the Sellers will own approximately 80.3% of the total outstanding shares of Combined Company. These ownership percentages do not take into account (i) the redemption of any shares by ACIC public stockholders, (ii) the exercise of any ACIC Warrants by holders or (iii) the issuance of any Earnout Shares, and also incorporate the assumptions set forth in “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Statements.” If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by ACIC public stockholders will be different. See “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Statements.”

Upon the consummation of the Business Combination, ACIC will change its name to “GIO World Health Holdings, Inc.” We refer to ACIC following the consummation of the Business Combination as the “Combined Company” and the shares of ACIC Common Stock following the consummation of the Business Combination as the “Combined Company Common Stock.” The ACIC Units, Common Stock and Public Warrants are traded on the Pink Market of the OTC Markets Group Inc. (the “OTCM”) under the symbols “APNCU”, “APNC” and “APNCW”, respectively. On [·], 2023, the closing sale prices of the ACIC Units, Common Stock and Public Warrants were $[·], $[·] and $[·], respectively. The listing of the Common Stock on the OTCM or a national securities exchange is a condition to the Closing.

Only holders of record of shares of ACIC Common Stock at the close of business on [·], 2023 (the “Record Date”), are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments of the Special Meeting.

The accompanying proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. ACIC urges you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 53 of the accompanying proxy statement/prospectus.

After careful consideration, ACIC Board has approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the Proposals to be presented at the Special Meeting is in the best interests of ACIC and its stockholders and recommends that you vote or give instruction to vote “FOR” each of those Proposals.

The existence of financial and personal interests of ACIC’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of ACIC and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the Proposals. See the sections entitled “Proposal 1: The Business Combination Proposal — Interests of ACIC’s Sponsor, Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Special Meeting. If you hold your shares in “street name”, you should instruct your bank, broker or other nominee how to vote in accordance with the voting instruction form you receive from your bank, broker or other nominee.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the Proposals.

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) ELECT TO SEPARATE YOUR ACIC UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, IF YOU HOLD COMMON STOCK THROUGH UNITS, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF THE STOCKHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus incorporates by reference important business and financial information about ACIC from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus and other filings of ACIC with the Securities and Exchange Commission (the “SEC”) by visiting its website at www.sec.gov or requesting them in writing or by telephone from [·], the proxy solicitor for ACIC, at [·]. You will not be charged for any of these documents that you request. To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Special Meeting, or no later than [·], 2023.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [·], 2023 and is first being mailed to the stockholders of ACIC on or about [·], 2023.

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APEIRON CAPITAL INVESTMENT CORP.

175 Federal Street, Suite 875

Boston, Massachusetts 02110

NOTICE OF SPECIAL MEETING IN LIEU OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON [·], 2023

TO THE STOCKHOLDERS OF APEIRON CAPITAL INVESTMENT CORP.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of 2023 annual meeting of stockholders (the “Special Meeting”) of Apeiron Capital Investment Corp., a Delaware corporation (“ACIC”), will be held at [·] a.m., Eastern Time, on [·], 2023. The Special Meeting will be a virtual meeting conducted via live webcast. You or your proxyholder will be able to attend and vote at the Special Meeting by visiting https://www.cstproxy.com/[·] and using a control number assigned by Continental Stock Transfer & Trust Company. The Special Meeting will be held for the purpose of considering and voting on the Proposals described below and in the accompanying proxy statement/prospectus. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (those holding shares through a bank, broker or other nominee) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus. You will not be able to vote or submit questions through the listen-only format.

At the Special Meeting, you will be asked to consider and vote on the following Proposals:

The Proposals being submitted for a vote at the Special Meeting are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. ACIC urges you to read carefully the accompanying proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements.

After careful consideration, the ACIC Board has approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the Proposals to be presented at the Special Meeting is in the best interests of ACIC and its stockholders and recommends that you vote or give instruction to vote “FOR” each of the above Proposals.

The existence of financial and personal interests of ACIC’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of ACIC and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the Proposals. See the sections entitled “Proposal 1: The Business Combination Proposal — Interests of ACIC’s Sponsor, Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

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The Record Date for the Special Meeting is [·], 2023. Only holders of record of ACIC Common Stock at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments of the Special Meeting.

The ACIC Units, Common Stock and Public Warrants are traded on the OTCM under the symbols “APNCU”, “APNC” and “APNCW”, respectively. On [·], 2023, the closing sale prices of the ACIC Units, Common Stock and warrants to purchase shares of ACIC Common Stock (the “ACIC Warrants”) were $[·], $[·] and $[·], respectively. The Combined Company intends to apply for the listing of its shares and warrants on the OTCM or a national securities exchange under the symbols “[·]” and “[·],” respectively. The listing of the Common Stock on the OTCM or a national securities exchange is a condition to the Closing. There is no assurance that the Combined Company will be able to satisfy the initial listing requirements or continued listing requirements following the consummation of the Business Combination.

Pursuant to the Current Charter, a holder of outstanding ACIC Class A Stock (“Public Shares” and “Public Stockholders”) may request that ACIC redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders of ACIC Units must elect to separate the underlying shares and warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their bank, broker or other nominee to do so, or if a holder holds ACIC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Public stockholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent, ACIC will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (the “Trust Account”) established in connection with ACIC’s initial public offering (the “IPO”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account not previously released to ACIC to pay taxes, divided by the number of then-outstanding Public Shares. As of [·], 2023, this would have amounted to approximately $[·] per Public Share. If a Public Stockholder exercises its redemption rights, it will be exchanging such stockholder’s Public Shares for the right to receive such stockholder’s pro rata share of the Trust Account and will no longer own such Public Shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for demanding redemption and thereafter, with ACIC’s consent, until the consummation of the Business Combination, or such other date as determined by the ACIC Board. The stockholder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement/prospectus. See “Special Meeting of the Stockholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Stockholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal (the “Required Proposals”) are interdependent on each other. The Organizational Documents Proposals are conditional upon the Required Proposals. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by stockholders. The Adjournment Proposal is not conditioned on the approval of any other proposal. If ACIC’s stockholders do not approve each of the Required Proposals at the Special Meeting, the Business Combination will not be consummated.

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Each of the Proposals except the NTA Proposal, the Charter Proposal, the Organizational Documents Proposals and the Director Election Proposal, requires the affirmative vote of holders of a majority of the shares of ACIC Common Stock that are voted at the Special Meeting.

The NTA Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ACIC Common Stock.

The Charter Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ACIC Common Stock (including holders of a majority of the Class B Shares, voting as a separate class). Each of the Organizational Documents Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of ACIC Common Stock.

The Director Election Proposal requires a plurality vote of the holders of ACIC Common Stock that are present or represented by proxy at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. ACIC urges you to read the accompanying proxy statement/prospectus carefully.

If you have any questions or need assistance voting your Common Stock, please contact ACIC’s proxy solicitor, [·] toll-free at [·] (banks, brokers and other nominees call [·]), or by emailing [·]. This notice of the Special Meeting and the proxy statement/prospectus are available at the SEC’s website at www.sec.gov.

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ADDITIONAL INFORMATION

The accompanying document is the prospectus for securities of ACIC. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting of ACIC at which ACIC stockholders will be asked to consider and vote on a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. The accompanying proxy statement/prospectus is available without charge to stockholders of ACIC upon written or oral request. This document and other filings by ACIC with the Securities and Exchange Commission (the “SEC”) may be obtained by either written or oral request to ACIC’s Chief Executive Officer, Dr. Joel Shulman, at Apeiron Capital Investment Corp., 175 Federal Street, Suite 875, Boston, Massachusetts 02110, or by telephone at (617) 279-0045. To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Special Meeting, or no later than [·], 2023.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the SEC’s internet site at www.sec.gov.

In addition, if you have questions about the Proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact [·], the proxy solicitor for ACIC, at [·]. You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.

The information contained on, or that can be accessed through, the GIO website is not incorporated by reference into the accompanying proxy statement/prospectus.

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BASIS OF PRESENTATION AND GLOSSARY

Frequently Used Terms

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

“Administrative Support Agreement” means the Administrative Support Agreement, dated November 8, between the Sponsor and ACIC.

“ACIC Board” means the board of directors of ACIC.

“ACIC Common Stock” or “Common Stock” means the shares of common stock, par value $0.0001 per share, of ACIC which shares will have the rights and preferences, and otherwise be subject to the terms and conditions set forth in, the Current Charter.

“ACIC Stockholder Approval” means the approval of the Required Proposals by the requisite vote of the stockholders of ACIC at the Special Meeting in accordance with ACIC’s organizational documents, applicable law and this proxy statement/prospectus.

“ACIC Units” means the units, each consisting of one share of common stock and one half warrant (each whole warrant entitling the holder thereof to purchase one share of common stock) issued by ACIC pursuant to, and with the terms set forth in, the Current Charter.

“ACIC” means Apeiron Capital Investment Corp., which will be renamed “GIO World Health Holdings, Inc.” in connection with the Closing.

“Ancillary Agreements” means additional agreements entered into or to be entered into pursuant to the Business Combination Agreement.

“Ancillary Documents” means each agreement, instrument or document attached as an exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Business Combination Agreement in connection with or pursuant to the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, as may be amended, restated or supplemented from time to time in accordance with its terms, by and among ACIC, GIO, the Purchaser Representative, the Sellers and the Seller Representative. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Cantor” means Cantor Fitzgerald & Co.

“Class A Shares” means the Public Shares.

“Class B Shares” means the Founder Shares.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means GIO World Health Holdings, Inc., which will be the name of ACIC following the consummation of the Business Combination.

“Combined Company Board” means the board of directors of the Combined Company subsequent to the Closing.

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“Combined Company Common Stock” means the shares of common stock, par value $0.0001 per share, of the Combined Company, along with any equity securities paid as dividends or distributions after the Closing with respect to such shares or into which such shares are exchanged or converted after the Closing.

“Continental” means Continental Stock Transfer & Trust Company.

“Current Charter” means ACIC’s Amended and Restated Certificate of Incorporation, as amended.

“DGCL” means the Delaware General Corporation Law, as amended.

“DTC” means The Depository Trust Company.

“DWAC” means DTC’s deposit/withdrawal at custodian system.

“Earnout Sellers” means certain Sellers entitled to receive the Earnout Shares post-Closing.

“Earnout Shares” means the additional shares of Combined Company Common Stock that may be issued to the Earnout Sellers in an amount up to 54,000,000 shares multiplied by the Purchased Share Percentage in the event that certain metrics are satisfied during the Earn-Out Period.

“Effective Time” means the date and time that the Business Combination is consummated in accordance with the terms of the Business Combination Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“EverEdge” or “Fairness Opinion Provider” means EverEdge Global Ltd.

“Exchange Consideration” means the consideration to be delivered to the Sellers in connection with the Business Combination will be a number of newly issued shares of ACIC Class A Common Stock, with an aggregate value equal to $250.0 million multiplied by a percentage equal to (i) the total number of Purchased Shares, divided by (ii) the total number of issued and outstanding capital shares of GIO immediately prior to Closing plus the number of capital shares of GIO held in treasury.

“Exchange Shares” means the aggregate, a number of shares of ACIC Class A Common Stock issued to the Sellers at Closing.

“Extension” means an extension of the deadline by which ACIC must complete its business combination pursuant to, and obtained in accordance, with the terms of the Current Charter.

“FINRA” means Financial Industry Regulatory Authority, Inc.

“Founder Shares” means the Common Stock held by the Sponsor that was initially purchased by the Sponsor in a private placement prior to the IPO.

“GAAP” means U.S. generally accepted accounting principles.

“GIO” means GIO World Health Limited, a private limited company formed under the laws of England and Wales.

“GIOSTAR” means Global Institute of Stem Cell Therapy and Research, Inc.

“Incentive Plan” means the GIO World Health Holdings, Inc. 2023 Equity Incentive Plan, to be adopted by the ACIC Board, subject to the ACIC Stockholder Approval at the Special Meeting, the form of which is attached as Annex D to this proxy statement/prospectus, as further described in the “Incentive Plan Proposal” section of this proxy statement/prospectus.

“Insider Letter Agreement” means the letter agreement dated November 8, 2021, between ACIC and each of the Insiders.

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“Insider Registration Rights Agreement” means the Registration and Shareholder Rights Agreement, by and among ACIC, the Sponsor and Cantor, dated November 8, 2021 entered into in connection with the IPO, as amended from time to time in accordance with its terms.

“Insiders” means ACIC’s officers and directors as of the time of the IPO, the Sponsor and each transferee of Founder Shares.

“Interim Period” means the period from the date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement or the Closing.

“IPO Prospectus” means the final prospectus of ACIC, dated November 8, 2021, and filed with the SEC on November 10, 2021 (File No. 333- 257369).

“IPO” means ACIC’s initial public offering of its units, Common Stock and warrants pursuant to the IPO Prospectus.

“Investment Company Act” means the Investment Company Act of 1940, as amended

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Lock-Up Agreements” means the agreements entered into prior to or simultaneously with the Business Combination Agreement pursuant to which certain GIO shareholders agreed to certain restrictions on post-Closing transfers of the ACIC Common Stock to be issued to them at the Closing in accordance with the terms of the Business Combination Agreement.

“Non-Competition Agreements” means the Non-Competition and Non-Solicitation Agreements to be entered into by ACIC and certain GIO shareholders prior and as a condition to the Closing pursuant to the terms of the Business Combination Agreement.

“Private Warrants” means the warrants to purchase Common Stock that ACIC issued to the Sponsor and to Cantor in a private placement completed at the time of the IPO, each of which entitles the holder thereof to purchase one share of Common Stock at a purchase price of $11.50 per share.

“Proposals” means all of the proposals presented to ACIC stockholders at the Special Meeting.

“Proposed Bylaws” means the Combined Company’s amended and restated bylaws in the form included as Annex C to this proxy statement/prospectus, proposed to be in effect at and following the Closing, as further described in the “Charter Proposal” section of this proxy statement/prospectus.

“Proposed Charter” means the Combined Company’s amended and restated certificate of incorporation in the form included as Annex B to this proxy statement/prospectus, proposed to be in effect at and following the Closing.

“Public Shares” means the Class A Common Stock sold in the IPO (including Common Stock included in the overallotment units acquired by ACIC’s underwriters), whether they were purchased in the IPO or thereafter in the open market.

“Public Stockholder” means a holder of Public Shares as of the relevant date.

“Public Warrant” means the warrant originally included as part of a Public Unit entitling the holder thereof to purchase one share of Common Stock at a purchase price of $11.50 per share.

“Purchased Share Percentage” means the value of $250.0 million multiplied by a percentage equal to (i) the total number of Purchased Shares, divided by (ii) the total number of issued and outstanding capital shares of GIO immediately prior to Closing plus the number of capital shares of GIO held in treasury.

“Purchased Shares” means all of the ordinary shares of GIO owned by the Sellers that the Sellers will sell to ACIC, and ACIC will purchase from the Sellers.

“Purchaser Representative” means Apeiron Capital Sponsor, LLC, in the capacity as representative from and after the Effective Time of the stockholders of ACIC as of immediately prior to the Effective Time (other than the former holders of interests in GIO).

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“Record Date” means [·], 2023.

“Redemption Date” means that date on which Public Shares of electing Public Stockholders may be redeemed by the Company in accordance with the Current Charter in connection with the Closing.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated in accordance with the Current Charter as of the applicable Redemption Date.

“Redemption” means the redemption of the Public Shares for the Redemption Price.

“Required Proposals” means the Business Combination Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Representative” means Deven Patel, in the capacity as the representative for the Sellers in accordance with the terms and conditions of the Business Combination Agreement.

“Sellers” means the shareholders of GIO that are parties to the Business Combination Agreement (whether as of the date of the Business Combination Agreement or that join thereafter pursuant to a joinder).

“Signing Date” means the date of execution of the Business Combination Agreement.

“Special Meeting” means the special meeting in lieu of the 2023 annual meeting of ACIC’s stockholders to be held in connection with the Business Combination and at which ACIC’s stockholders will be asked to consider and vote upon, among other matters, a proposal to adopt and approve the Business Combination Agreement and the transactions contemplated thereby.

“Sponsor” means Apeiron Capital Sponsor, LLC, a Delaware limited liability company.

“Transaction Financing” means any financing contemplated by equity or debt financing agreements that ACIC enters into during the period between the signing of the Business Combination Agreement and the Closing.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Treatments” means stem cell and stem cell-based products, therapies, treatments, services, procedures, techniques, protocols or other offerings that may at any time or from time to time be part of the prospective Business Lines.

“Triggering Event” means the satisfaction of any of the metrics pursuant to which Earnout Shares may be issuable to the Earnout Sellers during the Earn-Out Period.

“Trust Account” means the trust account established by ACIC with the proceeds from the IPO and the sale of Private Warrants pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of November 8, 2021, by and between ACIC and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

“Trustee” means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.

“Universal RBCs” means type O negative red blood cells.

“Voting Agreements” means the voting agreements entered into by ACIC, GIO and certain GIO shareholders and delivered to ACIC on or prior to execution of the Business Combination Agreement.

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“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

“Warrant Agreement” means the Warrant Agreement, dated as of November 8, 2021, between ACIC and Continental, which governs ACIC’s outstanding Warrants.

“Warrants” means the Private Warrants and Public Warrants, collectively.

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Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Combined Company’s stockholders following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

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TRADEMARKS

This proxy statement/prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Trademarks and service marks are collectively referred to herein as “trademarks.”

Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains market and industry data, estimates and statistics obtained from third-party sources. Although both ACIC and GIO believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. ACIC’s and GIO’s internal company reports have not been verified by any independent source. Statements as to industry position are based on market data currently available. While ACIC and GIO are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of GIO, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “continue,” “could,” “may,” “might,” “possible,” “predict,” “should,” “would,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

ACIC cautions readers of proxy statement/prospectus that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond ACIC’s and GIO’s control, which could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding anticipated events or circumstances, business plans or goals, forecasted results, projections of market opportunity, potential benefits and the potential commercial attractiveness to customers of GIO’s products and services, the potential success of the business and business lines that GIO management expects to pursue, potential benefits of the Business Combination (including with respect to stockholder value), and expectations related to the terms and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of GIO management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including: expectations regarding (and GIO’s ability to meet expectations regarding) GIO’s business strategies and its plans with regard to future business activities and business lines and future financial performance, including GIO’s future business plans or objectives, the outcome or timing of regulatory approvals or acceptance of products or technologies for which regulatory approvals may be sought in the future, anticipated demand and acceptance of its products, pricing, marketing plans, manufacturing, production and supply capabilities, operating expenses, market trends, revenues, liquidity, access to capital, cash flows and uses of cash, capital expenditures, and GIO’s ability to invest in activities it may want or be required to carry out in order to establish, maintain or pursue its business plans or the business lines GIO management anticipates developing;

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If any of these risks materialize or any of ACIC’s or GIO’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither ACIC nor GIO presently know or that ACIC and GIO currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect ACIC’s and GIO’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. ACIC and GIO anticipate that subsequent events and developments may cause ACIC’s and GIO’s assessments to change. However, while we may elect to update these forward-looking statements at some point in the future, ACIC and GIO specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing ACIC’s and GIO’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond ACIC’s and GIO’s control. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to ACIC or GIO or a person acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. Except to the extent required by applicable law or regulation, neither ACIC nor GIO undertakes any obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

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QUESTIONS AND ANSWERS

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting, including the Business Combination Proposal. The following questions and answers do not include all the information that is important to ACIC’s stockholders. ACIC’s stockholders are urged to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q:  Why am I receiving this proxy statement/prospectus?

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Proposal 4

A proposal to approve provisions in the Proposed Charter providing that directors may only be removed for cause and only by the affirmative vote of the holders of at least 66^2/3% of the voting power of all the then outstanding shares of stock of the Combined Company entitled to vote generally in the election of directors, voting together as a single class.

Proposal 5

A proposal to approve provisions in the Proposed Charter providing that (i) stockholder special meetings may only be called by the Combined Company Board (as defined below) pursuant to a resolution adopted by a majority of the Combined Company Board or the Secretary the Combined Company, following receipt of one or more written demands to call a special meeting of the stockholders from stockholders of record who own, in the aggregate, at least 25% of the voting power of the outstanding shares of the Combined Company and (ii) stockholders may only act at annual and special meetings and not by written consent.

Proposal 6

A proposal to approve provisions in the Proposed Charter providing that the amendment of certain provisions of the Proposed Charter related to the number of directors and director terms and that any amendment of the Proposed Bylaws requires the affirmative vote of the holders of at least 66^2∕3% of the voting power of the then outstanding shares of capital stock of the Combined Company entitled to vote on such amendment.

Proposal 7

A proposal to approve provisions in the Proposed Charter changing the post-Business Combination company’s corporate name to “GIO World Health Holdings, Inc.”

Proposal 8

A proposal to approve provisions in the Proposed Charter to remove certain provisions related to ACIC’s status as a blank check company that will no longer apply upon consummation of the Business Combination.

Proposal 9

A proposal to approve provisions in the Proposed Charter increasing the total number of authorized shares of all classes of stock to 260,000,000 shares, each with a par value of $0.0001 per share, consisting of (i) 250,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock.

The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “Proposals 4 – 9: The Organizational Documents Proposals.”]

(10)  Proposal 10 — The Incentive Plan Proposal — A proposal to approve the GIO World Health Holdings, Inc. 2023 Equity Incentive Plan, referred to as the “Incentive Plan,” the form of which is appended to the accompanying proxy statement/prospectus as Annex D. The ACIC Board intends to adopt the Incentive Plan, subject to the ACIC Stockholder Approval. If adopted and approved, the Incentive Plan will be effective upon the Closing. The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 10: The Incentive Plan Proposal.”

(11) Proposal 11 — The Director Election Proposal — A proposal to approve the election of seven directors to the Combined Company Board, a majority of whom will be independent, including five directors designated by GIO prior to the Closing and two director designated by ACIC prior to the Closing, effective upon the Closing, to serve on the Combined Company Board until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter. The Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 11: The Director Election Proposal.”

(12) Proposal 12 — The Adjournment Proposal — A proposal to adjourn the Special Meeting to a later date or dates, if necessary or desirable, as determined by the ACIC Board. This proposal is referred to as the “Adjournment Proposal.” The

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Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 12: The Adjournment Proposal.”

The Required Proposals are interdependent on each other. The Organizational Documents Proposals are conditional upon the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If ACIC’s stockholders do not approve each of the Required Proposals at the Special Meeting, the Business Combination will not be consummated.

Each of the Proposals except the NTA Proposal, the Charter Proposal, the Organizational Documents Proposals and the Director Election Proposal, requires the affirmative vote of holders of a majority of the shares of ACIC Common Stock that are voted at the Special Meeting.

The NTA Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ACIC Common Stock.

The Charter Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ACIC Common Stock (including holders of a majority of the Class B Shares, voting as a separate class). Each of the Organizational Documents Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of ACIC Common Stock.

The Director Election Proposal requires a plurality vote of the holders of ACIC Common Stock that are present or represented by proxy at the Special Meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors.

Q:  What interests do ACIC’s Insiders have in the Business Combination?

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In addition to the interests of ACIC’s Insiders in the Business Combination, ACIC stockholders should be aware that Cantor may have financial interests that are different from, or in addition to, the interests of ACIC stockholders, including the fact that Cantor and its designees own 750,000 Private Warrants, purchased by Cantor at a price of $1.00 per Private Warrant, which warrants will be worthless if a business combination is not consummated. Although the Private Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 750,000 Private Warrants held by Cantor or its designees is estimated to be approximately $[·], assuming the per warrant value of the Private Warrants is the same as the $[·] closing price of the Public Warrants on the OTCM on [·], 2023;

Please also see the sections “Certain Other Interests in the Business Combination,” “Certain Relationships and Related Person Transactions” and “Beneficial Ownership of Securities” for more information on the interests and relationships of ACIC’s Insiders and GIO’s directors and officers in the Business Combination.

Q:  Why is ACIC proposing the Business Combination?

A:ACIC was incorporated to effect a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses. Since ACIC’s incorporation, the ACIC Board has sought to identify suitable candidates in order to effect such a transaction. In its review of GIO, the ACIC Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the ACIC Board has determined that the Business Combination presents an attractive business combination opportunity and is in the best interests of ACIC and its stockholders. The ACIC Board believes that, based on its review and consideration, the Business Combination with GIO presents an opportunity to increase stockholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. ACIC Stockholder Approval of the Business Combination is required by the Business Combination Agreement and the Current Charter.

Q:  What will happen in the Business Combination?

Q:  What form of, and how much, consideration will the Sellers receive in return for the acquisition of GIO by ACIC?

In addition to the Exchange Consideration deliverable at the Closing, after the Closing, the Earnout Sellers may be entitled to receive additional shares of ACIC Class A Common Stock in an amount up to 54,000,000 shares multiplied by the Purchased

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Share Percentage in the event that certain metrics are satisfied during the period commencing on the Effective Time and ending on the fifth anniversary of the Closing Date (the “Earn-Out Period”). Specifically:

If, during the Earnout Period, there is a change of control of the Combined Company pursuant to which the Combined Company or its stockholders have the right to receive consideration implying a value per share of Class A Common Stock equaling or exceeding the Trading Price underlying one or more Triggering Events, then, immediately prior to the consummation of such change of control, (i) to the extent the relevant Triggering Event has not previously occurred, such relevant Triggering Event shall be deemed to have occurred and (ii) each Earnout Seller shall be entitled to receive its pro rata share of the applicable number of Earnout Shares to be issued based on the deemed occurrence of the applicable Triggering Event.

Q:  Did the ACIC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

Q:  What equity stake will current ACIC Public Stockholders, the Insiders and the GIO Sellers hold in the Combined Company immediately after the completion of the Business Combination?

The percentage of the total number of outstanding shares of Combined Company Common Stock that will be owned by Public Stockholders as a group will vary based on the number of Public Shares redeemed prior to the Business Combination. The following table illustrates varying beneficial ownership levels in the Combined Company, as well as possible sources and extents of dilution for non-redeeming Public Stockholders, assuming no redemptions by Public Stockholders, 25% redemption by Public

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Stockholders, 50% redemption by Public Stockholders, 75% redemption by Public Stockholders and the BCA Maximum Redemptions Scenario assumptions with regard to redemptions by Public Stockholders:

Potential sources of dilution:(1)

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Potential sources of dilution:(1)

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The cash fees paid to Cantor in connection with the IPO, which will not be adjusted on the basis of the number of redemptions by Public Stockholders at the Closing, totaled $3,000,000.

The following table illustrates the effective underwriter cash fee on a percentage basis for Public Shares at each redemption level identified below.

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Q:  What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

Q:  Do I have redemption rights?

Notwithstanding the foregoing, a Public Stockholder, together with any of its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be converted.

Under the Current Charter, ACIC will not redeem any Public Shares if ACIC would not have at least $5,000,001 in net tangible assets either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Public Shares properly demanded to be redeemed by Public Stockholders.

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Q:  Why is ACIC proposing the NTA Proposal?

Q:  What happens if a substantial number of ACIC’s Public Stockholders vote in favor of the Business Combination proposal and exercise their redemption rights?

Q:  What conditions must be satisfied to complete the Business Combination?

Q:  What happens if the Business Combination is not consummated?

Q:  When do you expect the Business Combination to be completed?

Q:  What proposals are stockholders being asked to vote on?

A:

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If ACIC’s Public Stockholders do not approve each of the Required Proposals, then the Business Combination will not be consummated.

As required by applicable SEC guidance to give stockholders the opportunity to present their views on important corporate governance provisions, ACIC is requesting that its stockholders vote, on a non-binding advisory basis, upon the Organizational Documents Proposals to approve certain governance provisions contained in the Proposed Charter that materially affect stockholder rights, and will be adopted in connection with the Proposed Charter. See “Proposals 4-9: The Organizational Documents Proposals.” These separate votes are not otherwise required by Delaware law, but pursuant to SEC guidance, ACIC is required to submit these provisions to its stockholders separately for approval. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on ACIC or the ACIC Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Proposals.

After careful consideration, the ACIC Board has approved the Business Combination Agreement and the transactions contemplated thereby and determined that the Business Combination Proposal, the NTA Proposal, the Charter Proposal, each of the Organizational Documents Proposals, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal is each in the best interests of ACIC and its stockholders and recommends that you vote “FOR” or give instruction to vote “FOR” each of these Proposals.

THE VOTE OF STOCKHOLDERS IS IMPORTANT. STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:  What material negative factors did the ACIC Board consider in connection with the Business Combination?

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These factors are discussed in greater detail in the section entitled “Proposal 1: The Business Combination Proposal — Recommendation of the ACIC Board and Reasons for the Business Combination” as well as in the section entitled “Risk Factors — Risks Related to the Business Combination.”

Q:  How do the Public Warrants differ from the Private Warrants and what are the related risks to any holders of Public Warrants following the Business Combination?

Following the Business Combination, the Combined Company may redeem the Public Warrants, prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. The Combined Company will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which a notice of redemption is sent to the warrant holders. The Combined Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by the Combined Company, if the Combined Company has elected to require the exercise of Public Warrants on a cashless basis, the Combined Company may redeem the warrants as described above even if it is unable to register or qualify the shares underlying the Public Warrants for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

In the event the Combined Company determines to redeem the Public Warrants, holders of redeemable Warrants would be notified of such redemption as described in the Warrant Agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, the Combined Company will fix a date for the redemption (“Warrant Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by the Combined Company not less than 30 days prior to the Warrant Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via the Combined Company’s posting of the redemption notice to DTC. The closing price for the shares of Common Stock as of [·], 2023 was $[·] and has never exceeded the $18.00 threshold that would trigger the right to redeem the Public Warrants following the Closing.

Q:  How do I exercise my redemption rights?

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based on funds in the Trust Account of approximately $[·] million as of such date, the pro rata portion of the funds available in the Trust Account for redemption was approximately $[·] per share.

You will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders of ACIC Units must elect to separate the underlying Public Shares and Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their bank, broker or other nominee to do so, or if a holder holds ACIC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do

Public stockholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for demanding redemption and thereafter, with ACIC’s consent, until the consummation of the Business Combination, or such other date as determined by the ACIC Board. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

Any corrected or changed written demand of redemption rights must be received by ACIC’s Chief Executive Officer two business days prior to the vote taken on the Business Combination at the Special Meeting. No demand for Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Special Meeting.

Public Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates and other redemption forms should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is ACIC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, ACIC does not have any control over this process and it may take longer than two weeks. Public Stockholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering bank, broker or other nominee and it would be up to the bank, broker or other nominee whether or not to pass this cost on to the redeeming stockholder. In the event the Business Combination is not completed, this may result in an additional cost to stockholders for the return of their shares.

If a Public Stockholder properly demands redemption as described above and the Business Combination is completed, ACIC will redeem the shares. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption rights, then you will be exchanging your shares of ACIC Common Stock for cash and will no longer own these shares following the Business Combination.

If you are a Public Stockholder, the exercise of your redemption rights will not result in either the exercise or loss of any of your Public Warrants, which will remain outstanding and become exercisable following completion of the Business Combination.

Holders of Private Warrants do not have redemption rights in connection with the Business Combination.

If you intend to seek redemption of your Public Shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent prior to the meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:

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Continental Stock Transfer & Trust Company

One State Street, 30^th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Q:  Will how I vote on the Business Combination Proposal affect my ability to exercise redemption rights?

Q:  If I am a holder of ACIC Units, can I exercise redemption rights with respect to my ACIC Units?

Q:  What are the material U.S. federal income tax consequences to U.S. Holders that exercise their redemption rights?

Q:  Do I have appraisal rights in connection with the proposed Business Combination?

Q:  What do I need to do now?

Q:  How do I vote?

If you are a holder of record of ACIC Common Stock on the Record Date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a bank, broker or nominee, you should contact your bank, broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the bank, broker or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your bank, broker or other nominee.

Q:  Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

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Your most current proxy card or proxy submitted by phone or online is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Bank, Broker or Other Nominee

If your shares are held by your broker, bank or other nominee, you should follow the instructions provided by them to you.

Q:  If my shares are held in “street name,” will my bank, broker or other nominee automatically vote my shares for me?

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions, the broker can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine,” matters. In the event that a broker votes shares on the “routine” matters, but does not vote shares on the “non-routine” matters, those shares will be treated as broker non-votes with respect to the “non-routine” proposals. Accordingly, if you own shares through a bank, broker or other nominee, please be sure to instruct your bank, broker or other nominee how to vote to ensure that your vote is counted on each of the Proposals.

Each of the Proposals other than the Adjournment Proposal is non-routine and, as a result, ACIC does not expect there to be any broker non-votes for these Proposals at the ACIC Special Meeting. ACIC expects that the Adjournment Proposal will be treated as a routine matter, which means that your broker or other nominee will have discretionary authority to vote your shares held in street name on the Adjournment Proposal. Accordingly, if you do not instruct your broker or nominee to vote your shares, the broker or other nominee may either (a) vote your shares on the Adjournment Proposal, or (b) leave your shares unvoted altogether.

Q:  When and where will the Special Meeting be held?

The Special Meeting can be accessed by visiting https://www.cstproxy.com/[·], where you will be able to listen to the live meeting and vote during the Special Meeting.

Q:  How do I register and attend the virtual Special Meeting?

You can pre-register to attend the virtual meeting starting [·], 2023 at [·] a.m., Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/[·], enter your control number, name and email address. Once you pre-register, you can vote your shares. At the start of the meeting, you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

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Beneficial investors, who own their investments through a bank, broker or other nominee, will need to contact Continental to receive a control number. If you plan to vote at the Special Meeting, you will need to have a legal proxy from your bank, broker or other nominee or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership.

Please allow up to 72 hours prior to the Special Meeting for processing your control number.

If you do not have internet capabilities, you can attend the Special Meeting via a listen-only format by dialing 1 800-450-7155 (toll-free), or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada; when prompted enter the pin number [·]. This is listen-only mode and you will not be able to vote or enter questions during the meeting.

Q:  Who is entitled to vote at the Special Meeting?

Q:  How many votes do I have?

Q:  What constitutes a quorum?

As of the Record Date for the Special Meeting, 2,907,352 shares of Common Stock would be required to achieve a quorum.

Q:  What vote is required to approve each proposal at the Special Meeting?

The Sponsor owns approximately 74.2% of the outstanding shares of ACIC Common Stock entitled to vote at the Special Meeting and, pursuant to the terms of the Insider Letter Agreement, the Sponsor has agreed to vote all of the ACIC shares owned

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by it in favor of the Business Combination and the other Proposals. Based on the terms and provisions contained in the Current Charter, assuming that a quorum is achieved at the Special Meeting and the Sponsor votes its shares at the Special Meeting in accordance with the requirements of the Insider Letter Agreement, the Business Combination and other Proposals can be approved at the Special Meeting even if some or all of ACIC’s public stockholders do not approve the Business Combination or the other Proposals.

Q:  What are the recommendations of the ACIC Board?

The existence of financial and personal interests of ACIC’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its stockholders and what may be best for a director’s personal interests when determining to recommend that stockholders vote for the Proposals. These conflicts of interest include, among other things, that if ACIC does not consummate an initial business combination by August 14, 2023, ACIC may be forced to liquidate and the 4,312,500 Founder Shares and 8,200,000 Private Warrants owned by the Sponsor would be worthless. See the sections entitled “Proposal 1: The Business Combination Proposal — Interests of ACIC’s Sponsor, Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities” for more information.

Q:  How does the Sponsor intend to vote its shares?

Q:  May ACIC’s Insiders, GIO or their respective affiliates purchase Public Shares or Warrants prior to the Special Meeting?

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on the Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, ACIC will file a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Common Stock purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of shares of Common Stock for which ACIC has received redemption requests.

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Q:  What happens if I sell my shares before the Special Meeting?

Q:  May I change my vote after I have mailed my signed proxy card?

Q:  What happens if I fail to take any action with respect to the Special Meeting?

Q:  What should I do with my share certificates, warrant certificates or unit certificates?

As noted above, holders of ACIC Units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their bank, broker or other nominee to do so, or if a holder holds ACIC Units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Stockholders may elect to redeem all or a portion of such Public Stockholder’s Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Stockholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the Transfer Agent, ACIC will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds (net of required tax payments), divided by the number of then-outstanding Public Shares, divided by the number of then outstanding Public Shares.

If a Public Stockholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for demanding redemption and thereafter, with ACIC’s consent, until the consummation of the Business Combination, or such other date as determined by the ACIC Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. ACIC will be required to honor such request only if made prior to the deadline

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for demanding redemption. See “Special Meeting of the Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Warrant holders should not submit certificates, if any, relating to their Warrants. Public stockholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Upon effectiveness of the Business Combination, holders of Common Stock and Warrants will receive shares of Combined Company Common Stock and warrants to receive shares of Combined Company Common Stock without needing to take any action and accordingly such holders should not submit the certificates, if any, relating to their Common Stock or Warrants. ACIC’s securities will not trade following the Business Combination.

Q:  What should I do if I receive more than one set of voting materials?

Q:  Who can help answer my questions?

[·]

You also may obtain additional information about ACIC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a Public Stockholder and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on [·], 2023 (two business days prior to the vote at the Special Meeting) (or such later date as approved by ACIC in its sole discretion). If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact:

Mark Zimkind

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

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RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, the Combined Company’s prospective business, financial condition or results of operations. If any of the events described below occur, the Combined Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Combined Company’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of ACIC and GIO. Certain of the following risk factors apply to the business and operations of GIO and will also apply to the business and operations of the Combined Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, or may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of the Combined Company following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by ACIC, and GIO, which later may prove to be incorrect or incomplete. The Combined Company, ACIC, and GIO may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party. The following discussion should be read in conjunction with the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GIO” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ACIC” and the financial statements of GIO and ACIC and the notes thereto included herein, as applicable.

Risks Related to the Business Combination

The ability of ACIC stockholders to exercise redemption rights with respect to the Public Shares or other factors may not allow ACIC to complete the Business Combination or optimize its capital structure.

If the NTA Proposal is not approved by the ACIC stockholders and implemented by ACIC, and a larger number of Public Shares are submitted for redemption than ACIC currently expects and such redemptions or other conditions are determined to result in a failure to satisfy the net tangible asset requirement set forth in ACIC’s Current Charter, ACIC may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing (or additional third party financing, as applicable). Third-party financing may not be available to ACIC on favorable terms, or at all. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Additionally, if the NTA Proposal is not approved by the ACIC stockholders and implemented by ACIC, the condition to Closing in the Business Combination that ACIC have cash or cash equivalents at Closing of at least $5,000,001, after redemption payments and any transaction financing, may not be satisfied, as a result of the number of Public Shares redeemed or a lack of available third party financing (or both), and the proposed Business Combination may not be consummated.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until ACIC liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the Current Charter. If you are in need of immediate liquidity, you could attempt to sell your ACIC Common Stock on the OTCM; however, at such time, shares of ACIC Common Stock may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with ACIC’s redemption until ACIC liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the Current Charter or you are able to sell your shares in the open market.

You may be unable to ascertain the merits or risks of GIO’s operations.

If the Business Combination is consummated, the Combined Company will be affected by numerous risks inherent in the lines of business that the Combined Company expects to pursue. Although ACIC’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with GIO, ACIC cannot assure you that it can adequately ascertain or assess all of the significant risk factors, many of which may not be foreseeable and which may not be within ACIC’s or GIO’s control. ACIC also

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cannot assure you that an investment in ACIC’s securities will not ultimately prove to be less favorable to investors in ACIC than a direct investment, if an opportunity were available, in GIO. In addition, if ACIC stockholders do not believe that the prospects for the Business Combination are promising, a greater number of stockholders may exercise their redemption rights, which may make it difficult for ACIC to consummate the Business Combination.

There is no assurance that ACIC’s diligence will reveal all material risks that may be relevant to GIO, presently or in the future; further, as GIO pursues its anticipated Business Lines, it will encounter risks that cannot be predicted and may be outside GIO’s control, which may be significant and affect GIO adversely. Subsequent to the completion of the Business Combination, the Combined Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

ACIC cannot assure you that the due diligence ACIC has conducted on GIO will reveal all material issues that may be relevant to GIO; Additionally, given GIO’s pre-development stage, it is not possible to uncover all material issues through a customary amount of due diligence or that risks outside of ACIC’s control will not later arise. GIO is aware that ACIC must complete an initial business combination by August 14, 2023 (unless such date is extended by ACIC’s stockholders). Consequently, GIO may have obtained leverage over ACIC, knowing that if ACIC does not complete the Business Combination, ACIC may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline. In addition, ACIC has had limited time to conduct due diligence. ACIC therefore has made its decision to pursue a business combination with GIO on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses.

Even if ACIC’s due diligence successfully identified certain risks, unexpected risks may arise (and in the case of GIO, which has not yet implemented business plans, are likely to arise) and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on ACIC’s liquidity, the fact that ACIC reports charges of this nature could contribute to negative market perceptions about ACIC or ACIC’s securities. In addition, charges of this nature may cause ACIC to violate leverage or other covenants to which it may be subject as a result of assuming pre-existing debt held by GIO or by virtue of it obtaining debt financing following the Closing. Accordingly, any stockholders of ACIC who choose to remain stockholders of the Combined Company following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by ACIC’s officers or directors of a duty of care or other fiduciary duty owed by them to ACIC, or if they are able to successfully bring a private claim under securities laws that the registration statement of which this proxy statement/prospectus forms a part contained an actionable material misstatement or material omission.

Even though the ACIC Board obtained and considered the fairness opinion provided by its independent financial advisor as one of a number of factors considered in the ACIC Board’s evaluation of the proposed Business Combination, the information provided to the Fairness Opinion Provider and to ACIC about GIO was illustrative in nature, is not based on actual or historical information, and is subject to a variety of assumptions, risks and contingencies, known and unknown, particularly in view of GIO’s not yet having commenced business operations or developed plans to execute its anticipated business lines. Consequently, the ACIC Board may not have valued GIO correctly and no assurance can be given that the price ACIC is paying for GIO is fair, from a financial point of view, to ACIC and its stockholders.

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As described elsewhere in this proxy statement/prospectus, the ACIC Board considered a number of factors, positive and negative, in its decision-making process regarding the proposed Business Combination with GIO, one of which was the opinion as to the fairness, from a financial point of view, of the proposed Business Combination (including the Exchange Consideration issuable thereunder to the GIO Sellers) to ACIC stockholders that was provided to the ACIC Board by EverEdge, global advisory and transaction firm. EverEdge specializes in business valuation practices and intangible assets and was selected by ACIC to be engaged as ACIC’s financial advisor for purposes of providing an the opinion based on EverEdge’s experience and ability to complete the assignment in a timely manner. The service fees ACIC paid to EverEdge in connection with the fairness opinion were paid to EverEdge upon the execution of the letter agreement associated with EverEdge’s engagement for this purpose and upon the delivery of the fairness opinion, and were not contingent upon either the conclusion expressed in EverEdge’s opinion or the consummation of the Business Combination. In preparing its opinion, EverEdge assumed and relied upon the accuracy and completeness of certain financial and other information that was provided to EverEdge by GIO management, as well as publicly available information about guideline public companies used for purposes of EverEdge’s analysis; all of the information supplied or otherwise made available to,

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discussed with, or reviewed by EverEdge, was relied upon by EverEdge without any independent verification of such information (which assumed no responsibility or liability for any independent verification of such information). Among the information provided to and utilized by EverEdge in connection with its analyses relating to its review of the proposed Business Combination were certain GIO management forecasts, which were purely illustrative in nature and related entirely to business lines and business operations that GIO has not, to date, yet established or pursued, and which incorporate a variety of assumptions related to the potential future value that may be associated with GIO and its potential future business activities, none of which assumptions or the information underlying such assumptions is based upon or tied to any current or historical facts or information about GIO, which has not yet commenced business operations. These assumptions and the GIO management forecasts provided to EverEdge, as further described in the section of this proxy statement/prospectus contained in the Business Combination Proposal under the heading “Background of the Business Combination,” are illustrative in nature and subject to numerous risks and contingencies, known and unknown, many of which are not in ACIC’s or GIO’s control and cannot be predicted in advance, particularly as GIO has not yet commenced business operations. Because of GIO’s stage of development as a business, though the ACIC Board received a copy of these GIO management forecast, the ACIC Board determined not to rely upon such information as part of the ACIC Board’s evaluation of the proposed Business Combination and instead considered, as part of the ACIC Board’s decision-making process certain financial analyses prepared and delivered to the ACIC Board by ACIC management, as also further described in the section of this proxy statement/prospectus titled “Background of the Business Combination.” The GIO management forecasts provided to EverEdge were not detailed financial projections maintained by GIO in the ordinary course. Furthermore, all of the information and assumptions contained in such GIO management forecasts are illustrative in nature, subject to multiple interpretations and are dependent entirely on numerous assumptions about a business and lines of business that do not yet exist and a variety of events and circumstances that may or may not occur and are not intended to constitute and should not be construed to represent predictions, projections or estimates of GIO’s future business or its prospects, and they are not tied to actual or historical information about GIO.

The ACIC Board reviewed and analyzed the fairness opinion and the EverEdge analyses described by the Fairness Opinion Provider to the ACIC Board and also considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “The Business Combination Proposal — Recommendation of the ACIC Board and Reasons for the Business Combination,” in reaching a determination to proceed with the proposed Business Combination with GIO. The ACIC Board also reviewed the ACIC management financial analysis described in the “Background of the Business Combination” section and the results of due diligence as part of its decision-making process. However, despite these efforts, there is no assurance that ACIC’s Board and the due diligence and analyses carried out by or on behalf of ACIC revealed all material risks that may be present with regard to GIO. Furthermore, the potential future value of the GIO is particularly challenging to estimate given that GIO has not yet commenced business operations and may, if and as it proceeds with its proposed business activities, encounter unforeseen risks and challenges and may change its plans from time to time and over time. Moreover, ACIC’s valuation of GIO in itself is highly dependent on, amongst others, the risk factors set forth in this proxy statement/prospectus, as well as the achievability by of its business plans and the viability of those plans, among other factors, all of which are subject to considerable uncertainty. Accordingly, the Combined Company’s performance and profitability may be materially adversely affected should GIO’s actual business lines and its results therefrom differ in substantial part from the information provided by GIO to ACIC and relied upon by ACIC and its advisors in the ACIC Board’s due diligence as well as upon which the fairness opinion’s valuation was based in part. Investors, accordingly, will be relying solely on the judgment of the ACIC Board in valuing GIO, and the ACIC Board may not had information available to it, or may otherwise not have, have properly valued such businesses.

The ACIC Board believes that because of the professional experience and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that GIO’s fair market value was at least 80% of the value of the Trust Account (excluding the deferred underwriting discount held in, and taxes payable on the income earned on, the Trust Account). Accordingly, investors will be relying solely on the judgment of the ACIC Board in valuing GIO, and the ACIC Board may not have properly valued such businesses. As a result, the terms may not be fair from a financial point of view to the public stockholders of ACIC. The reliance on the illustrative nature of the ACIC management analyses and the fact that GIO has not yet commenced operations with respect to its proposed Business Lines may also lead an increased number of ACIC Stockholders to vote against the Business Combination or demand redemption of their shares of ACIC, which could potentially impact ACIC’s ability to consummate the Business Combination. For information about the standards used by the ACIC Board in evaluating the Business Combination Agreement and proposed Business Combination with GIO, as further described under the heading “The Business Combination Proposal — ACIC Management Financial Analyses.”

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There are risks to ACIC stockholders who are not affiliates of the Sponsor of becoming stockholders of the Combined Company through the Business Combination rather than acquiring securities of GIO directly in an underwritten public offering, including no independent due diligence review by an underwriter.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of ACIC’s securities in connection therewith, investors will not receive the benefit of any outside independent review of ACIC’s and GIO’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, ACIC stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering.

If GIO became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time … the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.”

In order to fulfill its duty to conduct a “reasonable investigation,” an underwriter will, in addition to conducting a significant amount of due diligence on its own, usually require that an issuer’s independent registered public accounting firm provide a comfort letter with respect to certain numbers included in the registration statement and will require the law firm for the issuer to include in its legal opinion to the underwriters a statement that such counsel is not aware of any material misstatements or omissions in the initial public offering registration statement (“Counsel Negative Assurance Statements”). Auditor comfort letters and Counsel Negative Assurance Statements are generally not required in connection with private companies going public through a merger with a special purpose acquisition company, such as ACIC, and no auditor comfort letters or Counsel Negative Assurance Statements have been requested or obtained in connection with the Business Combination or the preparation of this joint proxy statement/consent solicitation statement/prospectus.

In addition, the amount of due diligence conducted by ACIC and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of GIO. Accordingly, it is possible that defects in GIO’s business or problems with GIO’s management that would have been discovered if GIO conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the shares of the Combined Company Common Stock.

Unlike an underwritten initial public offering, the initial trading of the Combined Company’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the Transaction could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for the Combined Company’s securities during the period immediately following Closing.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” may not be representative of the Combined Company’s results if the Business Combination is consummated and accordingly, you will have limited financial information on which to evaluate the financial performance of the Combined Company and your investment decision.

ACIC and GIO currently operate as separate companies. ACIC has had no prior history as an operating company and its operations have not previously been managed on a combined basis. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of the Combined Company. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma

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financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from ACIC’ and GIO’s historical financial statements and certain adjustments and assumptions have been made regarding the Combined Company after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and the Combined Company’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Combined Company’s financial condition or results of operations following the Closing. Any potential decline in the Combined Company’s financial condition or results of operations may cause significant variations in the stock price of the Combined Company.

ACIC is dependent upon its executive officers and directors and their departure could adversely affect ACIC ability to operate and to consummate the initial business combination. Additionally, ACIC’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on ACIC’s ability to complete the initial business combination.

ACIC’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. ACIC believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. ACIC does not have an employment agreement with, or key-man insurance on the life of, any of its directors or executive officers. The unexpected loss of the services of one or more of ACIC’s directors or executive officers could have a detrimental effect on ACIC and the ability to consummate the Business Combination. In addition, ACIC’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of ACIC’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation and ACIC’s directors also serve as officers and board members for other entities. If ACIC’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to ACIC’s affairs which may have a negative impact on ACIC’s ability to consummate the Business Combination.

The Combined Company’s ability to be successful following the Business Combination will depend upon the efforts of the Combined Company Board and its officers and the loss of such persons could negatively impact the operations and profitability of the Combined Company’s post-Business Combination business.

The Combined Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the Combined Company Board and its officers, including Dr. Anand Srivastava, GIO’s Chief Scientific Officer. ACIC cannot assure you that the Combined Company Board and its officers will be effective or successful or remain with the Combined Company. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause the Combined Company’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Business Combination Agreement, ACIC’s public stockholders will own approximately 5.1% of the equity interests or assets of the Combined Company (assuming no redemptions) and ACIC’s management, other than Dr. Joel Shulman, who is expected to serve on the Combined Company Board, will not be engaged in the management of the Combined Company’s prospective business.

Because ACIC’s Insiders will lose their entire investment in ACIC if the Business Combination or an alternative business combination is not completed, and because ACIC’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether GIO was appropriate for ACIC’s initial business combination.

ACIC’s Sponsor currently owns various interests in ACIC, in an aggregate value of approximately $8,225,000 as of May 9, 2023, which may be worthless if ACIC does not complete a business combination. ACIC’s Sponsor currently owns 4,312,500 Founder Shares, which, based on the closing trading price of the Public Shares on May 9, 2023, would have an aggregate value of approximately $45.3 million as of the same date. In addition, the Sponsor purchased an aggregate of 8,200,000 Private Warrants, which have an aggregate value of approximately $328,000, assuming the per warrant value of the Private Warrants is the same as the

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$0.04 closing price of the Public Warrants on the OTCM on May 9, 2023. Additionally, while ACIC’s directors and officers’ out-of-pocket expenses incurred in connection with the Business Combination (to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account) are reimbursable by ACIC, as of [·], 2023, no directors or officers of ACIC have incurred any expenses for which they expect to be reimbursed at the Closing.

The personal and financial interests of ACIC’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of ACIC’s initial business combination, its Sponsor, executive officers and directors, or any of their respective affiliates, will (i) be reimbursed for any out-of-pocket expenses incurred in connection with activities on ACIC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations and (ii) receive payment for unpaid accrued fees under the Administrative Support Agreement in the amount of $140,000 (as of December 31, 2022).

In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on ACIC’s behalf. However, ACIC’s Sponsor, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. In the event the Business Combination or an alternative business combination is not completed, ACIC may not be able to pay the Sponsor the unpaid accrued fees under the Administrative Support Agreement.

Such financial interests of ACIC’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination. See the sections entitled “Proposal 1: The Business Combination Proposal — Interests of ACIC’s Directors and Officers and Others in the Business Combination” and “Beneficial Ownership of Securities.”

Some of ACIC’s officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

Certain officers and directors of ACIC participate in arrangements that provide them with interests in the Business Combination that may be different from yours, including, among others, the continued service as an officer or director of the Combined Company, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of the Combined Company Common Stock. If the Business Combination is not consummated and ACIC is forced to wind up, dissolve and liquidate in accordance with the Current Charter, the 4,312,500 Founder Shares currently held by the Sponsor, which were initially acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares). The Founder Shares had an aggregate market value of approximately $[·] based on the last sale price of $[·] per share on the OTCM on [·], 2023. Accordingly, the Sponsor and ACIC’s current executive officers and directors, have interests that may be different from, or in addition to, your interests as a stockholder.

These interests, among others, may influence the officers and directors of ACIC to support or approve the Business Combination. For more information concerning the interests of ACIC executive officers and directors, see the sections entitled “Proposal 1: The Business Combination Proposal — Interests of ACIC’s Directors and Officers in the Business Combination” in this proxy statement/prospectus.

ACIC’s Sponsor controls a substantial interest in ACIC and can approve the Business Combination and other Proposals without the vote of other stockholders.

The Sponsor, following redemptions by public stockholders in connection with the December 21, 2022 ACIC stockholders meeting, owns approximately 74.2% of the outstanding shares of ACIC Common Stock entitled to vote at the Special Meeting and, pursuant to the terms of the Insider Letter Agreement, the Sponsor has agreed to vote all of the ACIC shares owned by it in favor of the Business Combination and the other Proposals. Based on the terms and provisions contained in the Current Charter, assuming that a quorum is achieved at the Special Meeting and the Sponsor votes its shares at the Special Meeting in accordance with the requirements of the Insider Letter Agreement, the Business Combination and other Proposals can be approved at the Special Meeting even if some or all of ACIC’s public stockholders do not approve the Business Combination or the other Proposals

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The value of the Founder Shares following completion of the Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of shares of the Combined Company Common Stock at such time is substantially less than $10.00 per share.

The Sponsor has invested in ACIC an aggregate of $8,225,000, comprised of the $25,000 purchase price for the Founder Shares and the $8,200,000 purchase price for the Private Warrants. Assuming a trading price of $10.00 per share upon consummation of the Business Combination, the 4,312,500 Founder Shares would have an aggregate implied value of $43,125,000. Even if the trading price of the shares of the Combined Company Common Stock were as low as approximately $1.90 per share, and the Placement Warrants were worthless, the value of the Founder Shares would be equal to the Sponsor’s initial investment in ACIC. As a result, the Sponsor is likely to be able to recoup its investment and make a substantial profit on that investment, even if the Public Shares have lost significant value. Accordingly, the ACIC management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the public stockholders to pursue and consummate the Business Combination rather than to liquidate and to return all of the cash in the trust to the public stockholders. For the foregoing reasons, you should consider the ACIC management team’s financial incentive to complete the Business Combination when evaluating whether to redeem your shares prior to or in connection with the Business Combination.

ACIC stockholders and GIO Sellers may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If the Combined Company is unable to realize the benefits currently anticipated from the Business Combination, ACIC stockholders and GIO Sellers will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

During the pendency of the Business Combination, ACIC and GIO may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Business Combination Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of ACIC and GIO to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Business Combination Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s security holders.

Consummation of the Business Combination is contingent upon the satisfaction of a number of conditions, including certain conditions that are outside of ACIC’s and GIO’s control. As a result, one or more conditions to Closing of the Business Combination may not be satisfied and the Business Combination may not be completed.

Even if the Business Combination is approved by the stockholders of ACIC, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Business Combination Agreement and in addition to stockholder consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the transactions, (ii) no pending litigation to enjoin or restrict the Closing, (iii) each party’s representations and warranties being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect), (iv) each party complying in all material respects with its covenants and agreements, (v) the satisfaction of listing requirements and the approval of a listing application for the relevant shares on a national exchange, (vi) no Material Adverse Effect with respect to a party since the date of the Business Combination Agreement which remains continuing and uncured, (vii) the members of the post-Closing board being elected or appointed and (viii) an effective registration statement. See “Proposal 1: The Business Combination Proposal — The Business Combination Agreement — Conditions to the Closing of the Business Combination” below for a more complete summary. ACIC and GIO cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur, or may be delayed and such delay may cause ACIC and GIO to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, ACIC may not be able to find another potential candidate for its initial business combination prior to ACIC’s deadline (currently August 14, 2023), and ACIC will be required to liquidate.

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Delaware law and the Proposed Charter and Proposed Bylaws will contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Charter and the Proposed Bylaws that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Combined Company Board and therefore depress the trading price of the Combined Company Common Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the GIO Board or taking other corporate actions, including effecting changes in the management of the Combined Company. Among other things, the Proposed Charter and the Proposed Bylaws include provisions regarding:

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Combined Company Board or management.

Any provision of the Proposed Charter, the Proposed Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their shares of the Combined Company Common Stock and could also affect the price that some investors are willing to pay for shares of the Combined Company Common Stock.

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The Proposed Charter will designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between the Combined Company and its stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of the Combined Company’s stockholders to choose the judicial forum for disputes with the Combined Company or its directors, officers, or employees.

The Proposed Charter, which will become effective upon the Closing, will provide that, unless the Combined Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on its behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of its directors, officers, or other employees of the Combined Company or its stockholders, (iii) any action arising pursuant to any provision of the DGCL, or the certificate of incorporation or the bylaws or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. The Proposed Charter will also provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. The exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any of the Combined Company’s securities shall be deemed to have notice of and consented to this provision. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, or could result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, both of which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Combined Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect the Combined Company’s prospective business and financial condition.

The Sponsor, directors, officers and their affiliates may elect to purchase Public Shares or the Public Warrants from ACIC public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Public Shares.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding ACIC or ACIC’s securities, ACIC’s Sponsor, GIO or their respective affiliates may purchase Public Shares or Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their shares in favor of the Business Combination Proposal, or to withdraw any request for redemption. In such transactions, the purchase price for the Public Shares will not exceed the Redemption Price. In addition, pursuant to the terms of the Insider Letter Agreement, the persons described above will waive redemption rights, if any, with respect to the Public Shares they acquire in such transactions. However, any Public Shares acquired by the persons described above would not vote on the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on the Public Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the Special Meeting.

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As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, ACIC will file a Current Report on Form 8-K prior to the Special Meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination transaction will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which ACIC has received redemption requests.

In addition, if such purchases are made, the public “float” of Public Shares or the Public Warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the ACIC securities on a national securities exchange.

ACIC stockholders who redeem their Public Shares may continue to hold any Public Warrants that they own, which will result in dilution to non-redeeming ACIC stockholders upon exercise of such Public Warrants.

ACIC stockholders who redeem their Public Shares may continue to hold any Public Warrants that they own at such time, which will result in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (a) all redeeming ACIC stockholders that acquired ACIC Units in the ACIC IPO and continue to hold the Public Warrants that were included in such ACIC Units, and (b) maximum redemption of Public Shares held by the redeeming ACIC stockholders, 8,625,000 Public Warrants would be retained by redeeming ACIC stockholders. As a result, the redeeming ACIC stockholders would hold Public Warrants with an aggregate market value of approximately $[·] as of [·], 2023, while non-redeeming ACIC stockholders would suffer dilution in their percentage ownership and voting interest of the Combined Company upon exercise of the Public Warrants held by redeeming ACIC stockholders.

The ability of Public Stockholders to exercise redemption rights with respect to Public Shares may prevent ACIC from completing the Business Combination or maximizing its capital structure.

ACIC does not know how many Public Stockholders will ultimately exercise their redemption rights in connection with the Business Combination. As such, the Business Combination is structured based on ACIC’s expectations (and those of other parties to the Business Combination Agreement) as to the amount of funds available in the Trust Account after giving effect to any redemptions of Public Shares.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect ACIC’s business, financial condition or results of operations, or ACIC’s prospects.

The funds in ACIC’s operating account and Trust Account are held in banks or other financial institutions. ACIC’s cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, ACIC’s liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank (“SVB”) had been closed by the California Department of Financial Protection and Innovation. Although ACIC did not have any funds in Silicon Valley Bank or other institutions that have been closed, ACIC cannot guarantee that the banks or other financial institutions that hold its funds will not experience similar issues. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. Although depositors at SVB received access to their funds, uncertainty and liquidity concerns in the broader financial services industry remain. Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. The U.S. Department of Treasury, FDIC and Federal Reserve Board have announced a program to provide up to $25 billion of loans to financial institutions secured by such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments. However, widespread demands for customer withdrawals or other needs of financial institutions for immediate liquidity may exceed the capacity of such program. There is no guarantee that the U.S. Department of Treasury, FDIC and Federal Reserve Board will provide access to uninsured funds in the future in the event of the closure of other banks or financial institutions in a timely fashion or at all.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access

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to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to ACIC in connection with a potential business combination, or at all, and could have material adverse impacts on ACIC’s liquidity, its business, financial condition or results of operations, and its prospects. ACIC’s business may be adversely impacted by these developments in ways that it cannot predict at this time, there may be additional risks that ACIC has not yet identified, and ACIC cannot guarantee that it will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions.

GIO will require additional financing to fund its operations or growth. If ACIC or GIO are unable to obtain additional financing, they may be compelled to restructure or abandon the Business Combination.

GIO requires additional financing to fund its operations and growth. The Business Combination is intended to be a source of financing for GIO, and ACIC and GIO intend to enter into one or more financing agreements in connection with the consummation of the Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The failure to secure additional financing could have a material adverse effect on the continued development or growth of GIO’s business. None of ACIC’s or GIO’s respective officers, directors or shareholders is required to provide any financing in connection with or after the Business Combination. Further, to the extent that additional financing proves to be unavailable when needed, ACIC and GIO may be compelled to either restructure the transaction or abandon the Business Combination. If ACIC is unable to complete the Business Combination, ACIC Public Stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to ACIC Public Stockholders, and Public Warrants will expire worthless.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination or similar agreements and/or their officers and directors alleging, among other things, that the proxy statement/prospectus filed in connection with such business combination contains false and misleading statements and/or omits material information concerning the business combination. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on ACIC’s and GIO’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed or from being completed within the expected timeframe, which may adversely affect ACIC’s and GIO’s respective businesses, financial condition and results of operation. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require ACIC and/or GIO to incur significant costs and draw the attention of ACIC’s and GIO’s management away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the Combined Company’s prospective business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the agreed-upon timeframe.

The Business Combination, and uncertainty regarding the Business Combination, may cause suppliers or strategic partners to delay or defer decisions concerning GIO and adversely affect GIO’s prospective ability to effectively manage their respective businesses.

The Business Combination will happen only if the stated conditions are met, including the relevant shareholder approvals, among other conditions. Many of the conditions are outside the control of ACIC and GIO, and both parties also have certain rights to terminate the Business Combination Agreement. Accordingly, there may be uncertainty regarding the completion of the Business Combination. This uncertainty may cause vendors, potential strategic partners or others that deal or may deal with GIO to delay or defer entering into contracts with GIO or making other decisions concerning GIO or could cause such customers, suppliers, vendors, strategic partners or others to seek to change or cancel existing business relationships with GIO, if any, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in any existing agreements could have an adverse impact on the business of GIO, regardless of whether the Business Combination is ultimately completed.

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Risks Related to Ownership of the Combined Company Common Stock

An active market for the Combined Company’s securities may not develop, which would adversely affect the liquidity and price of the Combined Company’s securities.

The price of the Combined Company’s securities may vary significantly due to factors specific to the Combined Company as well as to general market or economic conditions. Furthermore, an active trading market for the Combined Company’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

The market price of the shares of the Combined Company Common Stock may decline as a result of the Business Combination.

The market price of the shares of the Combined Company Common Stock may decline as a result of the Business Combination for a number of reasons including if:

The Combined Company’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

The trading price of shares of the Combined Company Common Stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares of the Combined Company Common Stock at an attractive price due to a number of factors such as those listed in “— Risks Related to Operational Factors Affecting to GIO”, “— Risks Related to Regulatory, Legal and Tax Factors Affecting GIO” and the following:

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These broad market and industry fluctuations may adversely affect the market price of the Combined Company Common Stock, regardless of the Combined Company’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of the Combined Company Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If the Combined Company were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from the Combined Company’s prospective business regardless of the outcome of such litigation.

Because there are no current plans to pay cash dividends on shares of the Combined Company Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your shares of the Combined Company Common Stock at a price greater than what you paid for it.

The Combined Company intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of the Combined Company Common Stock will be at the sole discretion of the Combined Company Board. The Combined Company Board may take into account general and economic conditions, the Combined Company’s financial condition and results of operations, the Combined Company’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by the Combined Company to its stockholders or by its subsidiaries to it and such other factors as the Combined Company Board may deem relevant. As a result, you may not receive any return on an investment in the shares of the Combined Company Common Stock unless you sell your shares of the Combined Company Common Stock for a price greater than that which you paid for it.

The Combined Company may issue additional shares of the Combined Company Common Stock or other equity securities, which would dilute your ownership interests and may depress the market price of the shares of the Combined Company Common Stock.

Upon consummation of the Business Combination, the Combined Company will have warrants outstanding to purchase up to an aggregate of 16,825,000 shares of the Combined Company Common Stock. Assuming earnout targets are satisfied, the Combined Company will be required to issue up to an additional 54 million shares of the Combined Company Common Stock to current GIO Sellers. Further, the Combined Company expects to seek third party financing to provide additional working capital to pursue the Combined Company’s prospective business, in which event the Combined Company may issue additional equity securities. Following the consummation of the Business Combination, the Combined Company may also issue additional shares of the Combined Company Common Stock or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that the Combined Company may grant to its directors, officers and employees, or the exercise of the Combined Company warrants.

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The issuance of additional shares of the Combined Company Common Stock or other equity securities of equal or senior rank would have the following effects:

If securities or industry analysts do not publish research or reports about the Combined Company’s prospective business, if they change their recommendations regarding the shares of the Combined Company Common Stock or if the Combined Company’s future operating results do not meet their expectations, the price and trading volume of shares of the Combined Company Common Stock could decline.

The trading market for shares of the Combined Company Common Stock will depend in part on the research and reports that securities or industry analysts publish about the Combined Company or its businesses. If no securities or industry analysts commence coverage of the Combined Company, the trading price for shares of the Combined Company Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover the Combined Company downgrade its securities or publish unfavorable research about its businesses, or if the Combined Company’s future operating results do not meet analyst expectations, the trading price of shares of the Combined Company Common Stock would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to publish reports on the Combined Company regularly, demand for shares of the Combined Company Common Stock could decrease, which might cause the share of the Combined Company Common Stock price and trading volume to decline.

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There will be material differences between your current rights as a holder of ACIC Common Stock and the rights one will have as a holder of the Combined Company Common Stock, some of which may adversely affect you.

Upon completion of the Business Combination, ACIC stockholders will no longer be stockholders of ACIC, but will be stockholders of the Combined Company. There will be material differences between the current rights of ACIC stockholders and the rights you will have as a holder of the Combined Company Common Stock, some of which may adversely affect you. For a more detailed discussion of the differences in the rights of ACIC stockholders and the Combined Company stockholders, see the section of this proxy statement/prospectus titled “Comparison of the Rights of Holders of Common Stock.”

Future sales, or the perception of future sales, by the Combined Company or its stockholders in the public market following the Business Combination could cause the market price for shares of the Combined Company Common Stock to decline.

The sale of shares of the Combined Company Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of the Combined Company Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for the Combined Company to sell equity securities in the future at a time and at a price that it deems appropriate.

Upon consummation of the Business Combination, it is currently expected that the Combined Company will have a total of 23,568,155 shares of the Combined Company Common Stock outstanding (excluding the exercise of any ACIC warrants and assuming that there are no redemptions of any shares by ACIC’s Public Stockholders in connection with the Business Combination). All shares currently held by ACIC Public Stockholders and all of the shares issued in the Business Combination to existing GIO securityholders will be freely tradable without registration under the Securities Act, and without restriction by persons other than the Combined Company’s “affiliates” (as defined under Rule 144 under the Securities Act, (“Rule 144”)), including the Combined Company’s directors, executive officers and other affiliates.

Simultaneously with the execution and delivery of the Business Combination Agreement, certain GIO shareholders, who are expected to collectively own approximately 80.3% of the shares of the Combined Company Common Stock outstanding following the Business Combination (based on the above assumptions and GIO’s current stockholdings), agreed not to, during the period commencing from the Closing and ending on, the earlier of (x) one (1) year anniversary of the Closing and (y) subsequent to the Closing (A) the date on which the closing price of the ACIC Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any 30-trading day period commencing at least one hundred eighty (180) days after the Closing or (B) the date on which ACIC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement). See “Proposal 1: The Business Combination Proposal — Related Agreements — Lock-up Agreements.”

In addition, the shares of the Combined Company Common Stock reserved for future issuance under the Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares representing 10% of the fully diluted outstanding shares of the Combined Company Common Stock immediately following consummation of the Business Combination are expected to be reserved for future issuance under the Incentive Plan. The Combined Company is expected to file one or more registration statements on Form S-8 under the Securities Act to register shares of the Combined Company Common Stock or securities convertible into or exchangeable for shares of the Combined Company Common Stock issued pursuant to the Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, the Combined Company may also issue its securities in connection with investments or acquisitions. The amount of shares of the Combined Company Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of the Combined Company Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Combined Company stockholders.

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ACIC currently is, and the Combined Company will be, an “emerging growth company” within the meaning of the Securities Act, and if the Combined Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make ACIC’s securities less attractive to investors and may make it more difficult to compare ACIC’s performance with other public companies.

ACIC is currently and, following the consummation of the Business Combination, the Combined Company will be, an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. The Combined Company may continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the Combined Company stockholders may not have access to certain information they may deem important. We cannot predict whether investors will find securities issued by the Combined Company less attractive because the Combined Company will rely on these exemptions. If some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of the Combined Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the Combined Company’s securities and the trading prices of the Combined Company’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. ACIC has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Combined Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Combined Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Combined Company will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of the closing of the IPO, (ii) the last day of the fiscal year in which the Combined Company has total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which the Combined Company is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of shares of the Combined Company Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which the Combined Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

The Combined Company may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous for warrant holders.

The Combined Company will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of shares of the Combined Company Common Stock equals or exceeds $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) for any 20 trading days within a 30 trading-day period ending on the third business day prior to the date the Combined Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Combined Company, the Combined Company may exercise its redemption right if there is a current registration statement in effect with respect to the shares of the Combined Company Common Stock underlying such warrants. Redemption of the outstanding Public Warrants could force you to: (i) exercise your warrants and pay the related exercise price at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Warrants will be redeemable by the Combined Company for cash so long as they are held by the Sponsor or its permitted transferees.

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In the event the Combined Company determines to redeem the Public Warrants, holders of our redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that the Company elects to redeem all of the redeemable warrants as described above, the Company will fix a Warrant Redemption Date. Notice of redemption will be mailed by first class mail, postage prepaid, by the Combined Company not less than 30 days prior to the Warrant Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via the Combined Company’s posting of the redemption notice to DTC. The closing price for the Public Shares as of [·], 2023 was $[·] and has never exceeded the $18.00 threshold that would trigger the right to redeem the Public Warrants following the Closing.

Risks Related to Redemption

There is no guarantee that a Public Stockholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

We cannot assure you as to the price at which a Public Stockholder may be able to sell the shares of the Combined Company Common Stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in the Combined Company’s stock price, and may result in a lower value realized now than a ACIC stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s Public Shares. Similarly, if a Public Stockholder does not redeem such stockholder’s shares, such stockholder will bear the risk of ownership of shares of the Combined Company Common Stock after the consummation of the Business Combination, and there can be no assurance that a Combined Company stockholder can sell such stockholder’s shares of the Combined Company Common Stock in the future for a greater amount than the Redemption Price set forth in this proxy statement/prospectus. An ACIC Public Stockholder should consult such stockholder’s own tax or financial advisor for assistance on how this may affect its individual situation.

If ACIC Public Stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

ACIC intends to comply with the U.S. federal proxy rules in conducting redemptions in connection with the Business Combination. However, despite ACIC’s compliance with these rules, if an ACIC stockholder fails to receive ACIC’s proxy materials, such stockholder may not become aware of the opportunity to redeem its Public Shares. In addition, this proxy statement/prospectus provides the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a Public Stockholder fails to comply with these or any other procedures, its Public Shares may not be redeemed.

In order to exercise their redemption rights, Public Stockholders are required to deliver their Public Shares, either physically or electronically using The Depository Trust Company’s DWAC System, to ACIC’s transfer agent prior to the vote at the Special Meeting. If a Public Stockholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, ACIC will redeem these Public Shares for a pro rata portion of the funds deposited in the Trust Account and the Public Stockholder will no longer own such Public Shares following the Merger. See the section entitled “Special Meeting of the Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of ACIC stockholders of which you are a part is deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, or all of the members of such group in the aggregate) will lose the ability to redeem all such Public Shares in excess of 15% of the public shares.

A Public Stockholder, together with any of such stockholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate such stockholder’s Public Shares or, if part of such a group, the group’s public shares, in excess of 15% of the Public Shares, without the prior consent of ACIC. However, ACIC stockholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess Public Shares could result in you suffering a material loss on your investment in ACIC if you sell such excess public shares in open market transactions. ACIC cannot assure you that the value of such excess public shares will appreciate over time following the Business Combination or that the market price of the public shares will exceed the per share redemption price.

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Risks Related to ACIC

Public Stockholders have limited rights or interests in funds in the Trust Account. For Public Stockholders to liquidate their investment, therefore, they may be forced to sell Public Shares, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account either (a) because they hold Public Shares or (b) they hold Public Shares through ACIC Units and have elected to separate such ACIC Units into the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares, only upon (i) such Public Stockholders’ exercise of redemption rights in connection with ACIC’s initial business combination (which will be the Business Combination, should it occur) and then only in connection with those Public Shares that such Public Stockholder properly elected to redeem or (ii) the redemption of Public Shares if ACIC is unable to complete an initial business combination by August 14, 2023, subject to applicable law and as further described herein. In addition, if ACIC is unable to complete an initial business combination by August 14, 2023, compliance with applicable law and the Existing Charter may result in a delay in winding up ACIC and may require ACIC submit a plan of dissolution to its then-existing stockholders for approval prior to the distribution of the proceeds held in ACIC’s Trust Account. In that case, Public Stockholders may be forced to wait beyond August 14, 2023 before they receive funds from the Trust Account. In no other circumstances will a Public Stockholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, Public Stockholders may be forced to sell their Public Shares, potentially at a loss.

ACIC’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

As of December 31, 2022, ACIC had approximately $16,182,549 in cash held in trust and a working capital deficit of $63,692. Further, ACIC has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans, including the Business Combination. ACIC cannot assure you that its plans to raise capital or to consummate an initial business combination, including the Business Combination, will be successful. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to consummate the Business Combination or its inability to continue as a going concern.

Holders of Public Shares may be held liable for claims by third parties against ACIC to the extent of distributions received by them upon Redemption of their shares.

The Sponsor has agreed that, if ACIC liquidates the Trust Account prior to the consummation of a business combination, it will be liable to pay the debts and obligations to ACIC businesses or vendors or other entities that are owed money by ACIC for services rendered or contracted for or products sold to ACIC in excess of the net proceeds of ACIC’s IPO not held in the Trust Account, and will not seek repayment for such expenses, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account below $10.20 per public share and only if such parties have not executed a waiver agreement. However, there can be no assurances that it will be able to satisfy those obligations if it is required to do so.

If ACIC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against ACIC which is not dismissed, any distributions received by Public Stockholders could be viewed under applicable debtor/creditor or bankruptcy or insolvency laws as a “preferential transfer,” a “fraudulent preference, conveyance or disposition.” As a result, a bankruptcy court could seek to recover all amounts received by ACIC’s Public Stockholders. Furthermore, because ACIC intends to distribute the proceeds held in the Trust Account to ACIC’s Public Stockholders promptly after expiration of the time ACIC has to complete an initial business combination, this may be viewed or interpreted as giving preference to ACIC’s Public Stockholders over any potential creditors with respect to access to or distributions from ACIC’s assets. Furthermore, the ACIC Board may be viewed as having breached its fiduciary duties to ACIC or ACIC’s creditors or having acted in bad faith, thereby exposing itself and ACIC to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against ACIC for these reasons.

Although ACIC seeks to have all vendors, service providers (other than its independent registered public accounting firm and the underwriters of the IPO) or other entities with which it does business, execute agreements with ACIC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of ACIC’s Public Stockholders, as well as distributions to Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Public Stockholders or claims challenging the enforceability of the waiver.

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If third parties bring claims against ACIC, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Stockholders may be less than $[·] per share.

ACIC’s placing of funds in the Trust Account may not protect those funds from third-party claims against ACIC. Although ACIC seeks to have all vendors, service providers (other than its independent registered public accounting firm and the underwriters of the IPO), or other entities with which it does business execute agreements with ACIC waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of ACIC’s Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against ACIC’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, ACIC’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to ACIC than any alternative. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Marcum LLP, ACIC’s independent registered public accounting firm, and the underwriters of the IPO, will not execute agreements with ACIC waiving such claims to the monies held in the Trust Account.

Examples of possible instances where ACIC may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with ACIC and will not seek recourse against the Trust Account for any reason. Upon Redemption of ACIC’s Public Shares, if ACIC is unable to complete its initial business combination within the prescribed time frame, or upon the exercise of a Redemption Right in connection with the Business Combination, ACIC will be required to provide for payment of claims of creditors that were not waived that may be brought against ACIC within the ten years following Redemption. Accordingly, the Redemption Price received by Public Stockholders could be less than the $[·] held in the Trust Account as of [·], 2023, due to claims of such creditors. In such event, ACIC may not be able to complete an initial business combination, and you would receive such lesser amount per share in connection with any Redemption of your Public Shares.

The Sponsor has agreed that, if ACIC liquidates the Trust Account prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to ACIC. Accordingly, if a claim brought by a target business or vendor did not exceed the amount of funds available to ACIC outside of the Trust Account or available to be released to ACIC from interest earned on the trust account balance, the Sponsor would not have any obligation to indemnify such claims as they would be paid from such available funds. However, if a claim exceeded such amounts, the only exceptions to the Sponsor’s obligations to pay such claim would be if the party executed an agreement waiving any right, title, interest or claim of any kind they have in or to any monies held in the trust account. ACIC has not asked the Sponsor to reserve any amount to satisfy any indemnification obligations that may arise and its only assets are expected to be ACIC’s securities. Accordingly, ACIC believes it is unlikely that the Sponsor will be able to satisfy these indemnification obligations if it is required to do so. Therefore, ACIC cannot assure you that the per-share distribution from the Trust Account, if we liquidate the Trust Account because ACIC has not completed a business combination within the required time period, will not be less than $10.20.

ACIC’s directors may decide not to enforce the indemnification obligations of the Sponsor under the Insider Letter Agreement, resulting in a reduction in the amount of funds in the Trust Account available for distribution to ACIC’s Public Stockholders.

The Sponsor has agreed that, if ACIC liquidates the Trust Account prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to ACIC.

In the event that the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, ACIC’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While ACIC currently expects that its independent directors would take legal action on behalf of ACIC against the Sponsor to enforce its indemnification obligations to ACIC, it is possible that ACIC’s independent directors in exercising

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their business judgment may choose not to do so in any particular instance. If ACIC’s independent directors choose not to enforce these indemnification obligations, there may be less funds in the Trust Account available for distribution to ACIC’s Public Stockholders.

If, after ACIC distributes the proceeds in the Trust Account to its Public Stockholders, ACIC files a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against ACIC that is not dismissed, a bankruptcy or other court may seek to recover such proceeds and the members of the ACIC Board may be viewed as having breached their fiduciary duties to ACIC’s creditors, thereby exposing the members of the ACIC Board and ACIC to claims of punitive damages.

If, after ACIC distributes the proceeds in the Trust Account to its Public Stockholders, ACIC files a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against ACIC that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a bankruptcy court could seek to recover all amounts received by ACIC’s stockholders. In addition, the ACIC Board may be viewed as having breached its fiduciary duty to ACIC’s creditors or having acted in bad faith, thereby exposing itself and ACIC to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect ACIC’s business, including its ability to complete the Business Combination, and results of operations.

ACIC is subject to laws and regulations enacted by national, regional and local governments. In particular, ACIC is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations of ACIC. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on ACIC’s business, including its ability to complete the Business Combination, and results of operations.

ACIC’s outstanding Warrants may have an adverse effect on the market price of Common Stock or may create dilution for Public Stockholders.

ACIC has issued Warrants that will result in the issuance of additional Common Stock. Such securities, when converted or exercised, will increase the number of issued and outstanding Common Stock. The sale, or even the possibility of sale, of the shares underlying the Warrants could have an adverse effect on the market price for ACIC’s securities. If and to the extent these Warrants are converted or exercised, ACIC’s Public Stockholders may experience dilution to their holdings.

ACIC’s management’s ability to require holders of ACIC’s redeemable warrants to exercise such redeemable warrants on a cashless basis will cause holders to receive fewer shares of Common Stock upon their exercise of the redeemable warrants than they would have received had they been able to exercise their redeemable warrants for cash.

If ACIC calls ACIC’s warrants for redemption after the redemption criteria described elsewhere in this proxy statement/prospectus have been satisfied, ACIC’s management will have the option to require any holder that wishes to exercise his warrants (including any warrants held by the Sponsor or its permitted transferees) to do so on a “cashless basis.” If ACIC’s management chooses to require holders to exercise their warrants on a cashless basis, the number of shares of Common Stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrants for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in ACIC.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for ACIC to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that ACIC evaluate and report on its system of internal controls. Following the initial business combination, if the Company is deemed to be a large accelerated filer or an accelerated filer, it will be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Further, for as long as the Company remains an emerging growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Following the Business Combination, the Company will be required to assure that it is in compliance with the provisions of the Sarbanes-Oxley Act regarding

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adequacy of its internal controls. The need to develop the internal control system to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the Business Combination as well as impose obligations of the Company following the Business Combination.

The SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that may be undertaken in connection with such proposals may increase the costs and time needed to complete the Business Combination and may constrain the circumstances under which the Business Combination could be completed.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in SEC filings in connection with business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in the proposed form or in a different form that could impose additional regulatory requirements on SPACs.

Certain of the procedures that may be undertaken in connection with the SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing the Business Combination, and may make it more difficult to complete the Business Combination. need for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate at an earlier time than we might otherwise choose. Were we to liquidate, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the Combined Company, including any potential price appreciation of our securities.

If ACIC were deemed an “investment company” under the Investment Company Act of 1940, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

If ACIC were deemed to be an investment company under the Investment Company Act, its activities may be restricted, including:

In addition, ACIC may have imposed upon it burdensome requirements, including:

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We do not believe that our principal activities and the Business Combination will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the

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long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination (which shall be the Business Combination should it occur); (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to provide holders of our Common Stock the right to have their shares redeemed in connection with our initial business combination (which shall be the Business Combination should it occur) or to redeem 100% of our public shares if we do not complete our initial business combination by August 14, 2023 (as it may be further extended) or (B) with respect to any other provision relating to the rights of holders of our Common Stock; or (iii) absent an initial business combination (which shall be the Business Combination should it occur) by August 14, 2023 (as it may be further extended), our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete the Business Combination, our Public Stockholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Stockholders, and our warrants will expire worthless.

On March 30, 2022, the SEC issued proposed rules relating to, among other matters, the extent to which SPACs could become subject to regulation under the Investment Company Act. The SEC’s proposed rule under the Investment Company Act would provide a safe harbor for SPACs from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require a SPAC to file a current report on Form 8-K with the Commission announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than 18 months after the effective date of the SPAC’s registration statement for its initial public offering. The SPAC would then be required to complete its initial business combination no later than 24 months after the effective date of its registration statement for its initial public offering. Although that proposed safe harbor rule has not yet been adopted, the SEC has indicated that there are serious questions concerning the applicability of the Investment Company Act to a SPAC that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule.

The proposed safe harbor rule has not yet been adopted, and one or more elements of the proposed safe harbor rule may not be adopted or may be adopted in a revised form. However, if we were deemed to be an investment company for purposes of the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and could increase the costs and time needed to complete a business combination or impair our ability to complete a business combination. If we have not completed our initial business combination within the required time period, our Public Stockholders may receive only approximately $[·] per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account as cash items until the earlier of the consummation of our initial Business Combination or the liquidation of ACIC. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in cash items would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of ACIC.

In addition, even prior to the 24-month anniversary of the effective date of our IPO registration statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate ACIC. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account as cash items, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of ACIC. Were we to liquidate ACIC, our warrants would expire worthless, and our securityholders would

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lose the investment opportunity associated with an investment in the Combined Company, including any potential price appreciation of our securities.

In connection with the Special Meeting, Public Stockholders may need to comply with specific requirements for redemption of their Public Shares that may make it more difficult for Public Stockholders to exercise their conversion rights prior to the deadline for exercising their rights.

In connection with any stockholders meeting called to approve a proposed initial business combination, each Public Stockholder will have the right, regardless of whether it is voting for or against such proposed business combination, to demand that ACIC convert its Public Shares into a share of the Trust Account. ACIC may require Public Stockholders who wish to convert their Public Shares in connection with a proposed business combination to either tender their certificates (if any) and redemption forms to the Transfer Agent or to deliver their share certificates (if any) and other redemption forms to the Transfer Agent electronically using DTC’s DWAC System. In order to obtain a physical share certificate, a Public Stockholder’s broker or clearing broker, DTC and the Transfer Agent will need to act to facilitate this request. It is ACIC’s understanding that Public Stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because ACIC does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. It is also ACIC’s understanding that it takes a short time to deliver shares through the DWAC System. However, this too may not be the case. Accordingly, if it takes longer than ACIC anticipates for Public Stockholders to deliver their share certificates (if any) and other redemption forms, Public Stockholders who wish to convert may be unable to meet the deadline for exercising their conversion rights and thus may be unable to convert their Public Shares.

If ACIC requires Public Stockholders who wish to convert their Public Shares to comply with the delivery requirements for conversion, such converting stockholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

If ACIC requires Public Stockholders who wish to convert their Public Shares to comply with specific delivery requirements for conversion described above and such proposed business combination is not consummated, ACIC will promptly return such certificates to the tendering Public Stockholders. Accordingly, investors who attempted to convert their shares in such a circumstance will be unable to sell their securities after the failed acquisition until ACIC has returned their securities to them. The market price for ACIC’s shares may decline during this time and ACIC’s Public Stockholders may not be able to sell their securities when they wish to, even while other stockholders that did not seek conversion may be able to sell their securities.

NYSE has delisted our securities from trading on its exchange, which may limit investors’ ability to make transactions in our securities and reduce the liquidity of our securities.

ACIC received a written notice on January 31, 2023 from the staff of the NYSE indicating that ACIC was not in compliance in compliance with Section 802.01B of the NYSE Listed Company Manual, which requires a listed company to maintain an average aggregate global market capitalization attributable to its publicly-held shares over a consecutive 30 trading day period of at least $40,000,000. The NYSE further advised the Company that, as a result of its failure to comply with the Market Capitalization Requirement, the NYSE had determined to commence proceedings to delist the Company’s Class A common stock, warrants to purchase Class A common stock, and units, each consisting of one share of Class A common stock and one-half of one redeemable warrant (collectively, the “Company Securities”), from the NYSE.

On January 31, 2023, NYSE issued a press release stating that it will delist the Company’s securities which were suspended immediately and have not traded on NYSE since that time. On February 15, 2023, NYSE filed a Form 25 with the SEC to complete the delisting. The delisting became effective ten days after the filing of the Form 25. ACIC’s securities continue trading on the OTC Pink Marketplace under the ticker symbols “APNCU,” “APNC” and “APNCW,” respectively.

As a result of our delisting from trading on the NYSE, we could face adverse consequences, including:

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, since our securities have been delisted from NYSE, they will no longer be considered covered securities and are subject to regulation in each state in which we offer our securities.

ACIC may not be able to complete its initial business combination by August 14, 2023, in which case, unless a further amendment to Current Charter is approved to extend the combination period, ACIC would cease all operations except for the purpose of winding up and would redeem public shares and liquidate.

ACIC may not be able to complete the Business Combination with GIO by August 14, 2023. ACIC’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If ACIC has not completed its initial business combination within such time period or during any extended period of time that it may have to consummate an initial business combination as a result of an amendment to the Current Charter, ACIC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Risks Related to Tax

ACIC could be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions.

ACIC could also be adversely affected by changes in applicable tax laws, regulations, or administrative interpretations thereof in the United States or other jurisdictions and changes in tax law could reduce ACIC’s after-tax income and adversely affect ACIC’s business and financial condition. For example, the U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”), enacted in December 2017, resulted in fundamental changes to the Code, including, among many other things, a reduction to the federal corporate income tax rate, a partial limitation on the deductibility of business interest expense, a limitation on the deductibility of certain director and officer compensation expense, limitations on net operating loss carrybacks and carryovers and changes relating to the scope and timing of U.S. taxation on earnings from international business operations. Subsequent legislation, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted on March 27, 2020, relaxed certain of the limitations imposed by the Tax Act for certain taxable years, including the limitation on the use and carryback of net operating losses and the limitation on the deductibility of business interest expense. The exact impact of the Tax Act and the CARES Act for future years is difficult to quantify, but these changes could materially affect us, GIO, the Combined Company, or our or their subsidiaries. In addition, other changes could be enacted in the future to increase the corporate tax rate, limit further the deductibility of interest, or effect other changes that could have a material adverse effect on ACIC’s financial condition. Such changes could also include increases in state taxes and other changes to state tax laws to replenish state and local government finances depleted by costs attributable to the COVID-19 pandemic and the reduction in tax revenues due to the accompanying economic downturn.

In addition, ACIC’s effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties. These laws, regulations and treaties are complex and often open to interpretation. In the future, the tax authorities could challenge ACIC’s interpretation of laws, regulations and treaties, resulting in additional tax liability or adjustment to ACIC’s income

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tax provision that could increase ACIC’s effective tax rate. Changes to tax laws may also adversely affect ACIC’s ability to attract and retain key personnel.

Risks Related to GIO’s Business

Risks Related to GIO’s Limited Operating History, Financial Position, and Capital Requirements

GIO has incurred significant net losses and negative operating cash flows since its inception. GIO expects to incur net losses for the foreseeable future and may never achieve or maintain profitability.

GIO is a stem cell-based life science company and has a limited operating history. GIO’s Treatments are highly speculative because they entail substantial upfront capital expenditures and significant risk that any Treatment will fail to demonstrate adequate effect or an acceptable safety profile, gain regulatory approval and become commercially viable. GIO has not generated any revenue from Treatment sales to date. As a result, GIO is not profitable and has incurred losses and negative operating cash flows in each period since its inception. For the years ended December 31, 2022 and 2021, GIO reported net losses of $242,096 and $1,002, respectively. For the years ended December 31, 2022 and 2021, GIO reported negative operating cash flows of $[·] million and $[·] million, respectively. As of December 31, 2022, GIO had an accumulated deficit of $237,674 million. GIO expects to continue to incur significant expenses and increasing operating losses for the foreseeable future, and GIO expects these losses to increase as it commences operations.

The net losses GIO incurs may fluctuate significantly from quarter to quarter. GIO anticipates that its expenses will increase substantially as it commences operations and if and as it:

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As a company, GIO has not engaged in clinical development of any Treatment and expects that it will be several years, if ever, before it has a Treatment ready for commercialization. To become and remain profitable, GIO must develop and, either directly or through collaborators, eventually commercialize a product or Treatments with significant market potential. This will require GIO to be successful in a range of challenging activities, including identifying Treatments, completing preclinical testing and clinical trials of Treatments, obtaining marketing approval for these Treatments, manufacturing, marketing and selling those Treatments for which it may obtain marketing approval and satisfying any post-marketing requirements.

GIO may never succeed in these activities and, even if it does, may never generate revenues that are significant or large enough to achieve profitability. GIO’s Treatments and research programs have not yet commenced. Because of the numerous risks and uncertainties associated with developing Treatments, GIO is unable to predict the extent of any future losses or when it will become profitable, if at all. If GIO does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis. GIO’s failure to become and remain profitable would decrease the value of its company and could impair its ability to raise capital, maintain GIO’s research and development efforts, expand its business or continue GIO’s operations. A decline in the value of GIO could also cause you to lose all or part of your investment.

GIO will need substantial additional funding, which may not be available on acceptable terms, or at all. If GIO is unable to raise capital when needed, it would be forced to delay, reduce or eliminate its research and product development programs or future commercialization efforts.

GIO expects to spend substantial amounts of cash to commence research and development and preclinical testing and clinical trials of its Treatments, to seek regulatory approvals for its Treatments if required and to launch and commercialize any Treatments for which it receives regulatory approval. Furthermore, following the Closing, GIO expects to incur additional costs associated with operating as a public company. Accordingly, GIO will need to obtain substantial additional funding. If GIO is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its future research and product development programs or future commercialization efforts. As of December 31, 2022, GIO’s cash and cash equivalents were $17,791 and GIO had an accumulated deficit of $237,674. GIO’s future financing requirements will depend on many factors, including:

If GIO conducts preclinical testing and clinical trials, it is a time-consuming, expensive and uncertain process that takes years to complete, and GIO may never generate the necessary data or results required to obtain marketing approval and achieve product sales.

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In addition, even if GIO successfully develop Treatments and those are approved, GIO may not achieve commercial success. GIO’s commercial revenues, if any, will be derived from sales of Treatments that it does not expect to be commercially available for several years, if at all. Accordingly, GIO will need to continue to rely on additional financing to achieve its business objectives.

Any additional fundraising efforts may divert GIO’s management from their day-to-day activities, which may adversely affect GIO’s ability to develop and commercialize Treatments. GIO cannot be certain that additional funding will be available on acceptable terms, or at all. GIO has no committed source of additional capital and, if GIO is unable to raise additional capital in sufficient amounts or on terms acceptable to it, it may have to significantly delay, scale back or discontinue the development or commercialization of Treatments or other research and development initiatives. GIO’s license agreements and any future collaboration agreements may also be terminated if GIO is unable to meet the payment or other obligations under the agreements. GIO could be required to seek collaborators for Treatments at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available or relinquish or license on unfavorable terms its rights to Treatments in markets where it otherwise would seek to pursue development or commercialization itself.

As a result of GIO’s recurring losses from operations and recurring negative cash flows from operations, GIO’s financial statements contain a statement regarding a substantial doubt about its ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt about GIO’s ability to continue as a going concern. See the risk factor below titled, “As a result of GIO’s history of losses and negative cash flows from operations, its financial statements contain a statement regarding a substantial doubt about GIO’s ability to continue as a going concern.” If GIO is unable to obtain funding on a timely basis, it may be required to significantly curtail, delay or discontinue one or more of GIO’s research or development programs or the commercialization of any Treatment, or be unable to expand GIO’s operations or otherwise capitalize on GIO’s business opportunities, as desired, which could materially affect its business, financial condition and results of operations. Any of the above events could significantly harm GIO’s business, prospects, financial condition and results of operations and cause the price of GIO’s common stock to decline.

GIO has never generated revenue from product sales and may never be profitable.

GIO’s ability to generate revenue from product sales and achieve profitability depends on its ability, alone or with collaborators, to successfully complete the development of, and obtain the regulatory approvals necessary to commercialize, Treatments. GIO does not anticipate generating revenues from product sales for the next several years, if ever. GIO’s ability to generate future revenue from product sales depends heavily on its, or its future collaborators’, ability to successfully:

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Even if one or more of the Treatments GIO develops are approved for commercial sale, it anticipates incurring significant costs associated with commercializing any approved product candidate. GIO’s expenses could increase beyond expectations if it is required by the FDA, the EMA or other regulatory authorities to perform clinical and other studies in addition to those that it currently anticipates.

Many of the factors listed above are beyond GIO’s control, and could cause it to experience significant delays or prevent it from completing the development of its Treatments, obtaining regulation approvals or commercialize its Treatments. Even if GIO does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis. A failure to become or remain profitable could result a decline in the value of its company also could cause you to lose all or part of your investment.

As a result of GIO’s history of losses and negative cash flows from operations, its financial statements contain a statement regarding a substantial doubt about its ability to continue as a going concern.

A history of operating losses and negative cash flows from operations combined with GIO’s anticipated use of cash to fund operations raises substantial doubt about its ability to continue as a going concern beyond the 12-month period from the issuance date of its unaudited interim condensed financial statements for the year ended December 31, 2022. GIO’s future viability as an ongoing business is dependent on its ability to generate cash from its operating activities or to raise additional capital to finance its operations.

The perception that GIO might be unable to continue as a going concern may also make it more difficult to obtain financing for the continuation of its operations on terms that are favorable to it, or at all, and could result in the loss of confidence by investors and employees. GIO’s financial statements do not include any adjustments that might result from the outcome of this uncertainty. If GIO is unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its financial statements, and it is likely that GIO’s investors will lose all or a part of their investment.

GIO’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

To date, GIO’s operations have been primarily focused on the design and development of its Treatments. It has yet to secure regulatory approval to commence commercial manufacturing and sales, to establish internal or third party manufacturing capabilities at scale, to develop a sales and distribution network, or sell its Treatments. If GIO is going to be successful it will face a number of operational challenges including:

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GIO’s limited operating history does not provide investors with much information to assess how well it will succeed in addressing these challenges. The increased risk associated with GIO’s early stage of operations my result in decreased investor interest and lower stock prices and liquidity.

Risks Related to GIO’s Prospective Business and the Development of its Treatments

GIO has not yet commenced planned business line activities and has no history of commercializing Treatments, which may make it difficult to evaluate the prospects for its future viability.

GIO is a pre-revenue and development-stage company. GIO was founded in 2021 and has not commenced operations with its proposed Business Lines. GIO has not yet demonstrated an ability to successfully complete clinical trials; obtain marketing approvals; manufacture a commercial-scale medicine or therapy, or arrange for a third party to do so on its behalf; or conduct sales and marketing activities necessary for successful commercialization. Consequently, any predictions GIO makes about its future success or viability may not be as accurate as they could be if GIO had an operating history.

GIO plans to pursue multiple Business Lines in industries and areas that are subject to a high degree of risk and uncertainty. making it difficult to evaluate GIO’s potential future value and prospects.

GIO plans to pursue Business Lines in industries and areas that are subject to a high degree of uncertainty and risk due to a variety of factors, including those described elsewhere in this section titled “Risk Factors” and elsewhere in this proxy statement/prospectus. GIO’s plans to develop and generate revenues from Treatments may not materialize as planned or GIO’s plans may change for a variety of reasons, known and unknown, many of which are outside of GIO’s our control and cannot be predicted, These and other factors could cause business, operations, plans and results to differ materially from GIO’s plans.

GIO may not be able to establish some or all of its planned Business Lines, or if it is able to establish and pursue them, some or all of the Business Lines may not succeed.

GIO may not be able to develop or establish some or all of GIO’s planned Business Lines or, if GIO pursues the Business Lines described in this this proxy statement/prospectus, there can be no assurance that GIO will be able to generate revenues therefrom or compete successfully with other companies pursuing similar businesses. The development of some of the Business Lines may be dependent on other Business Lines generating revenue. If GIO is unable to generate revenue in one or more Business Lines, GIO’s other planned Business Lines could suffer or lack sufficient funding to be developed.

GIO expects that development of its Treatments will take significant time and material resources which may not be available to GIO.

GIO expects to require significant time and material resources to successfully develop its planned Business Lines. For example, for GIO’s Anti-Aging Clinic business, GIO expects expenses in the following areas: hiring personnel, identifying locations and leasing or acquiring space, including laboratory facilities, office space, medical equipment and other costs for its Anti-Aging Clinics, travel, insurance, compliance and licensure-related expenses and legal fees. There may be other costs in connection with owning and operating, or participating in partnership arrangements with Clinic Partners with regard to, Anti-Aging Clinics, and GIO expects to incur certain liabilities associated with this business line some of which may be significant. GIO also expects that, among other costs, GIO may need to secure specialized or supplemental insurance coverage with respect to such activities, and such insurance coverage might not be available on favorable terms.

GIO expects to incur significant costs to design and construct a prototype bioreactor. Although it is unclear when such a prototype bioreactor could be completed, GIO expects that the construction process will take over one year from the date construction begins. In addition, if GIO is successful in constructing a prototype bioreactor and such prototype bioreactor produces positive results, GIO expects to spend significant resources in pursuing FDA approval.

GIO also expects to incur expenses in connection with its Active Cosmetics business line, including the costs under the GIOSTAR Supply Agreement and expenses in connection with marketing the AHSDMs.

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GIO’s three proposed Business Lines are prospective in nature and GIO may simultaneously or sequentially pursue further development of some or all, or aspects of some or all, of the three proposed Business Lines.

GIO’s three proposed Business Lines are prospective in nature and GIO may simultaneously or sequentially pursue further development of some or all, or aspects of some or all, of the three proposed Business Lines. Pursuit of one business line may require more time and attention from management than others, which could result in some Business Lines to develop at a slower rate. In addition, certain Business Lines may require more capital expenditures than others, which may potentially leave fewer resources for other Business Lines.

The success of GIO’s future potential Anti-Aging Clinic Business may depend partly or entirely on third party clinic owners/operators.

We intend that some of our Anti-Aging Clinics will be owned and/or operated by third parties. Because we will not own and/or operate such clinics, the ability of third party owners to successfully open and operate the clinics will affect our profitability. A third party’s ability to successfully open and operate a clinic will depends on many factors, including, among others, its ability to:

Because we will not have full control over how third party owners/operators run and manage their clinics, their failure to effectively address challenges such as these could have a material adverse effect on GIO’s business, financial condition, results of operations, and prospects.

Certain of GIO’s officers and directors may have actual or potential conflicts of interest relative to their responsibilities to and with GIO because of their interests in or positions with GIOSTAR or other businesses.

GIO’s CEO and director, Mr. Patel, and GIO’s Chief Scientific Officer and director, Dr. Srivastava, currently serve as, and will continue to serve as, the CEO and Chief Scientific Officer of GIOSTAR, respectively, after the completion of the Business Combination. As a result, Mr. Patel and Dr. Srivastava will devote less than full time to the operation of GIO’s business. GIO expects that, pursuant to their employment agreements and non-competition agreements to be entered into at the Closing, Mr. Patel and Dr. Srivastava will be expected to fulfill their duties as GIO’s CEO and CSO, respectively, but will not be required to provide a specific number of hours to GIO’s business per week or per month.

GIO’s ability to pursue the Business Lines successfully or at all depends on trade secrets, know-how and intellectual property rights related to stem cells that Dr. Srivastava and Mr. Patel have assigned on an exclusive basis to GIOSTAR, an entity controlled and majority owned by Dr. Srivastava and Mr. Patel, which, in turn, has granted an exclusive license (subject to limited exceptions) to use such trade secrets, know-how and intellectual property in connection with activities that are the subject of the four Business Lines to GIO. GIOSTAR may, in accordance with such arrangement, utilize these trade secrets, know-how and intellectual property for purposes other than the Business Lines or to continue owning and operating anti-aging clinics in three countries, Costa Rica, Mexico and India, where GIO will not be provided exclusive rights to pursue such Business Line. Additionally, unless and until GIO is able to create AHSDMs or other “active ingredients” for cosmetics or other products, if GIO develops an Active Cosmetics Business Line, GIO expects to depend on AHSDMs to be delivered to GIO under the GIOSTAR Supply Agreement to commence and develop such business plans. If for any reason GIOSTAR does not fulfill its obligations under or abide by the terms of the GIOSTAR License Agreement and the Exclusivity Agreements, or Dr. Srivastava or Mr. Patel fail to cause GIOSTAR to fully satisfy the terms and requirements of any of the foregoing arrangements, including in the event of conflicts between the business interests of GIOSTAR and

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GIO or of Dr. Srivastava and Mr. Patel, on the one hand, and GIO, on the other hand, GIO’s business and future prospectus would be materially adversely affected.

Mr. Patel and Dr. Srivastava’s involvement and ownership of GIOSTAR may create conflicts of interest when they are faced with decisions that could have different implications for GIOSTAR than for GIO. These potential conflicts could arise, for example, over matters such as the desirability of changes in GIO’s business and operations, funding and capital matters, regulatory matters, intellectual property-related conflicts, including those relating to potential improvements GIOSTAR’s technology it has licensed to GIO, possible acquisitions or other corporate opportunities, GIOSTAR’s own clinic operations, and GIO’s agreements with GIOSTAR, including the GIOSTAR Supply Agreement or otherwise, employee retention or recruiting or GIO’s dividend policy.

If the demand for GIO’s Treatments is less that GIO’s anticipates, GIO’s ability to generate revenues from planned Treatment offerings may be adversely affected, and GIO’s business may not materialize or may suffer.

The markets that GIO intends to operate in are highly competitive and dynamic, and are particularly sensitive to the health of the economy. Uncertainty in the economy could adversely impact demands for Treatments. Factors that could affect demand for Treatments include general business conditions, levels of employment, interest rates, tax rates, the availability of consumer credit, consumer confidence in future economic conditions and risks, or the public perception of risks, related to epidemics or pandemics, such as the COVID-19 pandemic. In the event of a prolonged economic downturn or acute recession, consumer spending habits could be adversely affected, which could have a material adverse effect on GIO’s business, financial condition, results of operations, and prospects.

If GIO is unable to arrange for the design and manufacture of a bioreactor able to produce its Universal RBCs, the Universal RBC business line might not be successful.

GIO’s plans for its Universal RBC business line involves the design and construction of a prototype bioreactor to evaluate the ability to produce its Universal RBCs at a high volume. Following the design and construction of the prototype bioreactor, if testing of the prototype bioreactor shows promising results for producing Universal RBCs, GIO plans to apply for FDA approval for its Universal RBCs. To our knowledge, no bioreactors of the type required to produce our Universal RBCs exist currently because of the highly technical nature of designing, developing and manufacturing such bioreactors. We expect that the construction of a prototype bioreactor to test the capability of mass-producing our Universal RBCs will require a significant and not yet determinable amount of time and money, because the prototype bioreactor will be custom-made for our purposes. We do not currently have capabilities or resources to create or produce our own prototype bioreactor and have commenced initial discussions with third party manufacturers about constructing a prototype bioreactor to test production of our Universal RBCs.

If GIO is ultimately unable develop a prototype bioreactor, or such prototype bioreactor is not successful in producing the Universal RBCs, that may have a material adverse effect on GIO’s business, financial condition, results of operations, and prospects, and the Universal RBC business line could fail altogether.

GIO may experience difficulties in managing its growth and expanding its operations.

As GIO’s Treatments enter development, commercialization, preclinical studies and any clinical trials, GIO will need to expand its development, regulatory, and manufacturing capabilities or contract with other organizations to provide these capabilities for it.

To manage GIO’s anticipated future growth, GIO will develop managerial, operational and financial systems and recruit and train additional qualified personnel. Due to GIO’s limited financial resources and the complexity in managing a company with such anticipated growth, GIO may not be able to effectively manage the expansion of its operations or recruit and train additional qualified personnel. The expansion of GIO’s operations may lead to significant costs and may divert GIO’s management and business development resources. Any inability to manage growth could delay the execution of GIO’s business plans or disrupt our operations.

In addition, future growth imposes significant added responsibilities on members of management, including: identifying, recruiting, integrating, maintaining, and motivating additional employees; managing GIO’s internal development efforts effectively, including the clinical and FDA review process for GIO’s Treatments, while complying with GIO’s potential contractual obligations to contractors and other third parties; and developing GIO’s operational, financial and management controls, reporting systems and procedures.

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GIO may also experience difficulties in the discovery and development of potential future Treatments if GIO is unable to meet demand as it grows its operations. In the future, GIO also expects to have to manage additional relationships with collaborators, suppliers, and other organizations. GIO’s ability to manage operations and future growth will require it to develop and monitor controls, reporting systems, and procedures, and to secure adequate facilities for GIO’s operational needs. GIO may not be able to develop its management information and control systems in an efficient or timely manner and may discover deficiencies in existing systems and controls.

Rising inflation rates could negatively impact GIO’s revenues and profitability if increases in the prices of GIO’s Treatments or a decrease in consumer spending results in lower sales. In addition, if GIO’s costs increase and GIO is not able to pass along these price increases to customers, GIO’s net income would be adversely affected, and the adverse impact may be material.

Inflation rates, particularly in the United States, have increased recently. Increased inflation may result in decreased demand for GIO’s Treatments, increased operating costs (including labor costs), reduced liquidity, and limitations on GIO’s ability to access credit or otherwise raise debt and equity capital. In addition, the United States Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation. Increases in interest rates, especially if coupled with reduced government spending and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks.

Adverse developments affecting the financial services industry could adversely affect GIO’s liquidity, financial condition and results of operations, either directly or through adverse impacts on GIO’s future suppliers and customers.

Adverse developments that affect financial institutions, such as events involving liquidity that are rumored or actual, have in the past and may in the future lead to bank failures and/or market-wide liquidity problems. These events could have an adverse effect on GIO’s financial condition and results of operations, either directly or through an adverse impact on GIO’s future suppliers and customers. For example, on March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank was put into receivership. Since that time, there have been reports of instability at other U.S. banks. Although the Federal Reserve Board, the Department of the Treasury and the FDIC have taken steps to ensure that depositors at Silicon Valley Bank and Signature Bank can access all of their funds, including funds held in uninsured deposit accounts, and have taken additional steps to provide liquidity to other banks, there is no guarantee that, in the event of the closure of other banks or financial institutions in the future, depositors would be able to access uninsured funds or that they would be able to do so in a timely fashion.

To date, GIO has not experienced any adverse impact to its liquidity, financial condition or results of operations as a result of the events described above. However, failures of other banks or financial institutions may expose GIO to additional risks, either directly or through the effect on suppliers, customers or other third parties, and may lead to significant disruptions to GIO’s operations, financial condition and reputation. Moreover, uncertainty remains over liquidity concerns in the broader financial services industry. GIO’s business may be adversely impacted by these developments in ways that it cannot predict at this time, there may be additional risks that it has not yet identified, and it cannot guarantee that it will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions.

GIO’s business could be adversely affected by the effects of health pandemics or epidemics, including the COVID-19 pandemic and future outbreaks of the disease, in regions where it or third parties on which it relies have concentrations of clinical trial sites or other business operations.

GIO’s business could be adversely affected by the effects of health pandemics or epidemics, including the COVID-19 and future outbreaks of the disease. For example, enrollment in clinical trials may be delayed. This uncertainty and the evolving nature of policies and restrictions may negatively impact productivity, disrupt GIO’s prospective business.

The spread of COVID-19, which has caused a broad impact globally, may affect GIO economically. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic, may be difficult to assess or predict, it has resulted in significant disruption of global financial markets. This disruption, if sustained or recurrent, could make it more difficult for GIO to access capital, which could in the future negatively affect its liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect GIO’s business and the value of its common stock. The global COVID-19 pandemic continues to evolve, and its ultimate impact or that of any similar health pandemic or epidemic is highly uncertain. GIO does not yet know the full extent of potential delays or impacts on its prospective business.

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Risks Related to Discovery, Development, Manufacturing and Commercialization

If GIO is unable to complete development of, obtain applicable regulatory approval for and commercialize, some or all of its Treatments, in a timely manner or at all, its business will be harmed.

GIO’s future success is partially dependent on its ability to timely advance and complete applicable clinical trials for, obtain marketing approval for and successfully commercialize its Treatments. GIO is not permitted to market or promote certain of its Treatments before they receive marketing approval from the FDA and comparable foreign regulatory authorities, and GIO may never receive such marketing approvals.

The success of GIO’s Treatments will depend on several factors, including the following:

GIO does not have complete control over many of these factors, including certain aspects of clinical development and the regulatory submission process, potential threats to its intellectual property rights and the manufacturing, marketing, distribution and sales efforts of any future collaborator. If GIO is not successful with respect to one or more of these factors in a timely manner or at all, it could experience significant delays or an inability to successfully commercialize its Treatments, which would materially harm its business.

If any of GIO’s Treatments causes serious adverse events, undesirable side effects or unexpected characteristics, such events, side effects or characteristics could delay or prevent regulatory approval of such Treatments or other Treatments it develops in the future, cause negative press coverage and limit its commercial potential or result in other significant negative consequences to GIO and its prospects.

Undesirable side effects or adverse events caused GIO’s Treatments could cause it or regulatory authorities to interrupt, delay or halt clinical trials or operations, could result in a more restrictive label on Treatments, delay or result in denial of regulatory approval by the FDA or comparable foreign regulatory authorities. Results of GIO’s clinical trials for its Treatments could reveal a high and unacceptable severity and prevalence of side effects or unexpected characteristics. Treatment-related side effects could also affect patient recruitment or the ability of enrolled patients to complete the trials or result in potential product liability claims.

If any Treatments GIO develops are associated with serious adverse events, undesirable side effects or unexpected characteristics, it may need to abandon their development or limit development to certain uses or subpopulations in which the serious adverse events, undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective, any of which would have a material adverse effect on GIO’s business, financial condition, results of operations, and prospects. Many Treatments that initially showed promise in early stage testing have later been found to cause side effects that prevented further clinical development of the Treatments.

Results of preclinical studies and early clinical trials may not be predictive of results of future clinical trials, and such results do not guarantee approval of a Treatment by regulatory authorities.

The outcome of preclinical studies and early clinical trials may not be predictive of the success of later clinical trials, and interim results of clinical trials do not necessarily predict success in the results of completed clinical trials. There can be no assurance that any of GIO’s future preclinical and clinical trials, relating to its Treatments, will ultimately be successful or support further preclinical or clinical development. Many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical trials after achieving positive results in earlier development, and GIO could face similar setbacks. The design of a

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clinical trial can determine whether its results will support approval of a product and flaws in the design of a clinical trial may not become apparent until the clinical trial is well advanced. Many companies that believed their Treatments performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain regulatory approval for their Treatments. In addition, preclinical and clinical data are often susceptible to varying interpretations and analyses, which may delay, limit or prevent regulatory approval. In addition, regulatory delays or rejections may be encountered as a result of many factors, including changes in regulatory policy during the period of product development. Any such adverse events may cause GIO to delay, limit or terminate planned clinical trials, any of which would have a material adverse effect on GIO’s business, financial condition, results of operations and prospects.

In some instances, there can be significant variability in safety or efficacy results between different clinical trials of the same Treatment due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the dosing regimen and other clinical trial procedures and the rate of dropout among clinical trial participants. If GIO fails to receive positive results in clinical trials of its Treatments, the development timeline and regulatory approval and commercialization prospects for its most advanced Treatment, and, correspondingly, its business and financial prospects would be negatively impacted.

If GIO experiences delays or difficulties in the enrollment of patients in any future clinical trials, the cost of developing Treatments could increase and its receipt of necessary regulatory approvals could be delayed or prevented.

Patient enrollment is a significant factor in the timing of clinical trials. The timing of any of GIO’s future clinical trials depends, in part, on the speed at which GIO can recruit patients to participate in its trials. GIO or its collaborators may not be able to begin clinical trials for any Treatments GIO identifies or develops if it is unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA, the EMA or other analogous regulatory authorities outside the United States, or as needed to provide appropriate statistical power for a given trial. Patients may be unwilling to participate in GIO’s clinical trials because of negative publicity from adverse events related to the biotechnology, gene therapy or genome engineering fields, competitive clinical trials for similar patient populations, clinical trials in competing Treatments or for other reasons. As a result, the timeline for recruiting patients, conducting trials and obtaining regulatory approval of Treatments be delayed.

Patient enrollment is also affected by other factors, including:

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In addition, any clinical trials undertaken by GIO will compete with other clinical trials for Treatments that are in the same areas as GIO’s Treatments, and this competition will reduce the number and types of patients available to it, because some patients who have opted to enroll in GIO’s trials may instead opt to enroll in a trial being conducted by a competitor. GIO may conduct some of its clinical trials at the same clinical trial sites that some of its competitors use, which will reduce the number of patients who are available for its clinical trials at such clinical trial sites.

Enrollment delays in GIO’s clinical trials may result in increased development costs for any Treatments GIO may develop, which would cause the value of GIO to decline and limit GIO’s ability to obtain additional financing. If GIO or its collaborators have difficulty enrolling a sufficient number of patients to conduct its clinical trials as planned, GIO may need to delay, limit or terminate ongoing or planned clinical trials, any of which would have an adverse effect on GIO’s business, financial condition, results of operations and prospects.

GIO has never obtained regulatory approval for a Treatment, may never receive regulatory approval for any of its Treatments and may therefore never generate revenues from product sales.

As a company, GIO has never obtained regulatory approval for, or commercialized, a product. It is possible that the FDA or other regulatory bodies may refuse to accept any or all future Treatments for substantive review or may conclude after review of GIO’s data that its application is insufficient to obtain regulatory approval for Treatments. If the FDA or other regulatory bodies do not approve any future Treatments, it may require that GIO conduct additional costly clinical, preclinical or manufacturing validation studies before the FDA or other regulatory bodies will reconsider GIO’s applications. Depending on the extent of these or any other FDA-required or other regulatory body-required studies, approval of any Treatments or other application that GIO submits may be significantly delayed, possibly for several years, or may require it to expend more resources than it has available. Any failure or delay in obtaining regulatory approvals would prevent GIO from commercializing any Treatment, generating revenues and achieving and obtaining or sustaining profitability. It is also possible that additional studies, if performed and completed, may not be considered sufficient by the FDA or other regulatory bodies to approve any new product application or other application GIO submits. If any of these outcomes occur, GIO may be forced to abandon the development of its Treatments, which would materially adversely affect GIO’s business and could potentially cause GIO to cease operations. GIO faces similar risks for its applications in foreign jurisdictions.

If we are unable to educate clinicians on the safe, effective and appropriate use of our Treatments and procedures, we may experience increased claims of product liability and may be unable to achieve our expected growth.

Certain of our Treatments require the use of specialized techniques and/or product-specific knowledge. It is critical to the success of our business to broadly educate clinicians who will use or desire to use our Treatments in order to provide them with adequate instructions in the appropriate use of our Treatments. It is also important that we educate our other customers and patients on the risks associated with our Treatments. Failure to provide adequate training and education could result in, among other things, unsatisfactory patient outcomes, patient injury, negative publicity or increased product liability claims or lawsuits against us, any of which could have a material and adverse effect on our business and reputation. We will make extensive educational resources available to clinicians and our other customers in an effort to ensure that they have access to current treatment methodologies, are aware of the advantages and risks of our Treatments, and are educated regarding the safe and appropriate use of our Treatments. However, there can be no assurance that these resources will successfully prevent all negative events and if we fail to educate clinicians, our other customers and patients, they may make decisions or form conclusions regarding our Treatments without full knowledge of the risks and benefits or may view our Treatments negatively. In addition, claims against us may occur even if such claims are without merit and/or no product defect is present, due to, for example, improper surgical techniques, inappropriate use of our Treatments, or other lack of awareness regarding the safe and effective use of our Treatments. Any of these events could harm our business and results of operations.

GIO’s commercial success depends upon attaining significant market acceptance of its Treatments, if approved, among patients, customers, clinic operators and, in some cases, cosmetics and companies involved with anti-aging products, and GIO may not be successful in attaining such market acceptance.

Even with the requisite approvals from the FDA in the U.S., the EMA in the European Union and other regulatory authorities internationally, the commercial success of some of GIO’s Treatments will depend, in part, upon its degree of market acceptance by

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patients, third-party payors and others in the medical community. Any product that GIO commercializes may not gain acceptance by patients, health care payors and others in the medical community. If these Treatments do not achieve an adequate level of acceptance, GIO may not generate significant product revenue and may not become profitable. Efforts to educate the medical community and third-party payors on the benefits of its Treatments may require significant resources, including management time and financial resources, and may not be successful. Ethical, social and legal concerns about Treatments and stem cell technologies specifically could result in additional regulations restricting or prohibiting the marketing of GIO’s Treatments. Even if any Treatment GIO develops receives marketing approval, it may nonetheless fail to gain sufficient market acceptance by patients, healthcare payors and others in the medical community. The degree of market acceptance of any Treatment GIO develops, if approved for commercial sale, will depend on a number of factors, including:

Even if a Treatment is approved, such product may not achieve an adequate level of acceptance, GIO may not generate significant product revenues, and GIO may not become profitable.

If GIO is unable to establish effective marketing and sales capabilities or enter into agreements with third parties to market and sell its Treatments, if approved, GIO may not be able to effectively market and sell its Treatments, if approved, or generate product revenues.

GIO has limited marketing capabilities and limited experience in the sale, marketing or distribution of pharmaceutical or biologic Treatments. In addition, GIO does not have a large sales, promotion and marketing budget. As a result of GIO’s limited marketing capabilities, to achieve commercial success for any product for which GIO retain sales and marketing responsibilities, it must either develop a sales and marketing organization or outsource these functions to third parties. In the future, GIO may choose to build a focused sales, marketing and commercial support infrastructure to sell, or participate in sales activities with its collaborators for, some of GIO’s Treatments if and when they are approved.

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Factors that may inhibit GIO’s efforts to commercialize its Treatments on its own include:

GIO may not be successful in entering into arrangements with third parties to commercialize its Treatments or may be unable to do so on terms that are favorable to it. GIO may have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market its Treatments effectively. If GIO does not establish commercialization capabilities successfully, either on its own or in collaboration with third parties, it will not be successful in commercializing its Treatments.

GIO may face significant competition in an environment of rapid technological change, and there is a possibility that its competitors may achieve regulatory approval before GIO or develop Treatments that are safer or more advanced or effective than GIO’s, which may harm GIO’s financial condition and its ability to successfully market or commercialize its Treatments.

The development and commercialization of new biologic Treatments is highly competitive. GIO will face competition with respect to any Treatments that it develops or commercializes in the future from major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide. Potential competitors also include academic institutions, government agencies and other public and private research organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing and commercialization.

There are a number of large and small pharmaceutical and biotechnology companies that currently market and sell Treatments or are pursuing the development of Treatments for the treatments for which GIO has Treatments and research programs. Some of these competitive Treatments and therapies are based on scientific approaches that are the same as or similar to GIO’s approach, and others are based on entirely different approaches. Any Treatments that GIO successfully develops and commercializes will compete with existing therapies, new therapies and Treatments that may become available in the future that are approved to treat the same conditions or that are used for the same purposes for which GIO may obtain approval for its Treatments.

Many of GIO’s current or potential competitors, either alone or with their collaboration partners, may have significantly greater financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing approved Treatments than GIO does. Mergers and acquisitions in the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of GIO’s competitors. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These competitors also compete with GIO in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, GIO’s programs. GIO’s commercial opportunity could be reduced or eliminated if its competitors develop and commercialize Treatments that are safer, more effective, have fewer or less severe side effects, are more convenient or are less expensive than GIO’s Treatments or that would render GIO’s Treatments obsolete or non-competitive. GIO’s competitors also may obtain FDA or other regulatory approval for their Treatments more rapidly than GIO, which could result in its competitors establishing a strong market position before GIO is able to enter the market. Additionally, technologies developed by GIO’s competitors may render GIO’s Treatments uneconomical or obsolete, and GIO may not be successful in marketing any Treatments against competitors.

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Adverse public perception of stem cell-based therapies may negatively impact regulatory approval of, and/or demand for, GIO’s potential Treatments.

GIO’s Treatments that they may develop will be created by utilizing human stem cells. The clinical and commercial success of GIO’s potential Treatments will depend in part on public understanding and acceptance of the use of stem cell therapy and Treatments for the prevention or treatment of human conditions or to create Treatments. Public attitudes may be influenced by claims that stem cell therapy is unsafe, unethical or immoral, and, consequently, GIO’s Treatments may not gain the acceptance of the public or the medical community. Adverse public attitudes may adversely impact GIO’s ability to enroll clinical trials

In addition, stem cell therapy is subject to public debate and heightened regulatory scrutiny due to ethical concerns relating to the application of stem cell therapies to human embryos. Adverse events in GIO’s preclinical studies or future clinical trials or those of its competitors or of academic researchers utilizing these technologies, even if not ultimately attributable to Treatments GIO may identify and develop, and the accompanying publicity could result in increased governmental regulation, unfavorable public perception, potential regulatory delays in the testing or approval of Treatments GIO may identify and develop, stricter labeling requirements for those Treatments that are approved and a decrease in demand for any such Treatments.

GIO’s success depends largely upon consumer satisfaction with the effectiveness of GIO’s Treatments.

In order to generate repeat and referral business, consumers must be satisfied with the effectiveness of GIO’s Treatments. Some of GIO’s Treatments are cosmetic in nature and the success of the results are highly subjective. Accordingly, patient perception of their results may greatly vary even if GIO’s Treatments and procedures associated therewith are objectively successful. If consumers are not satisfied with the benefits of GIO’s Treatments, or feel that they are too expensive for the results obtained, GIO’s reputation and future sales could suffer.

Any negative publicity concerning GIO’s Treatments could harm GIO’s business and reputation and negatively impact GIO’s financial results.

The reactions of potential customers, the news media, legislative and regulatory bodies and others to information about complications or alleged complications of GIO’s Treatments could result in negative publicity and could materially reduce market acceptance of GIO’s Treatments. These reactions, or any investigations and potential resulting negative publicity, may have a material adverse effect on GIO’s business and reputation and negatively impact GIO’s financial condition, results of operations or the market price of the Combined Company Common Stock. In addition, significant negative publicity could result in an increased number of product liability claims against GIO.

If product liability lawsuits are brought against GIO, it may incur substantial liabilities and may be required to limit commercialization of its Treatments.

GIO faces an inherent risk of product liability exposure related to the testing in human clinical trials of its Treatments and will face an even greater risk if GIO commercially sells any Treatments that it may develop. For example, GIO may be sued if its Treatments cause, or are perceived to cause, injury or are found to be otherwise unsuitable during clinical trials, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the Treatment, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If GIO cannot successfully defend itself against claims that its Treatments caused injuries, GIO could incur substantial liabilities or be required to limit commercialization of its Treatments. Even successful defense would require significant financial and management resources. Regardless of merit or eventual outcome, liability claims may result in:

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Although GIO plans to obtain product liability insurance coverage, it may not be adequate to cover all liabilities that it may incur. GIO anticipates that it will need to increase its insurance coverage as GIO begins clinical trials and if GIO successfully commercializes any Treatments. Insurance coverage is increasingly expensive. GIO may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise.

If there is not sufficient demand for GIO’s Treatments or the services performed with GIO’s Treatments, practitioner demand for GIO’s Treatments could decline, resulting in unfavorable operating results.

Expansion of the market for GIO’s Treatments is a material assumption of GIO’s business strategy. Most procedures planned to be performed using GIO’s services are elective procedures and are therefore not reimbursable through government or private health insurance, so that the cost must be borne by the consumer. The decision to utilize GIO’s services may therefore be influenced by a number of factors, including:

If, as a result of these factors, there is insufficient demand for our Treatments, practitioner demand for GIO’s Treatments could decline, which would result in less consumer procedures and could have a material adverse effect on our results of operations.

GIO’s Treatments are complex and difficult to manufacture. GIO could experience delays in satisfying regulatory authorities or production problems that result in delays in its development or commercialization programs, limit the supply of its Treatments, or otherwise harm its business.

GIO’s Treatments require processing steps that are extremely complex. As a result, problems with the manufacturing process, even minor deviations from the normal process, could result in product defects or manufacturing failures that result in lot failures, product recalls, product liability claims, insufficient inventory or potentially delay progression of GIO’s clinical trials. If GIO successfully develops Treatments, it may encounter problems achieving adequate quantities and quality of clinical-grade materials that meet FDA, EMA or other comparable applicable foreign standards or specifications with consistent and acceptable production yields and costs. In addition, GIO’s Treatments will require complicated delivery modalities, such as electroporation, which will introduce additional complexities in the manufacturing process.

Among other things, manufacturing human stem cells involves harvesting cells from a donor or from the patient, altering the cells ex vivo using technology and infusing the cell product into the patient’s body or expanding the stem cells in a laboratory. GIO’s manufacturing process will be susceptible to product loss or failure, or product variation that may negatively impact patient outcomes, due to logistical issues associated with the collection of starting material from the donor, preparing the product for administration, infusing the patient with the Treatment, manufacturing issues or different product characteristics resulting from the differences in donor starting materials, variations between reagent lots, interruptions in the manufacturing process, contamination, equipment or reagent failure, improper installation or operation of equipment, vendor or operator error, inconsistency in cell growth and variability in product characteristics. GIO’s manufacturing process, like that of a number of other stem cell companies, will be also characterized

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by limited numbers of suppliers, and in some cases sole source suppliers, with the manufacturing capabilities and know-how to create or source the materials. While GIO plans to pursue multiple sources for the critical components of its manufacturing process, it may not be successful in securing these additional sources at all or on a timely basis. If microbial, viral or other contaminations are discovered in GIO’s Treatments or in any of the manufacturing facilities in which Treatments or other materials will be made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination.

In addition, the FDA, the EMA and other regulatory authorities may require GIO to submit samples of any lot of approved product together with the protocols showing the results of applicable tests at any time. Under some circumstances, the FDA, the EMA or other regulatory authorities may require that GIO not distribute a lot until the agency authorizes its release. Slight deviations in the manufacturing process, including those affecting quality attributes and stability, may result in unacceptable changes in the product that could result in lot failures or product recalls. Lot failures or product recalls could cause GIO to delay clinical trials or product launches, which could be costly to GIO and otherwise harm its business, financial condition, results of operations and prospects.

Some of the raw materials that GIO anticipates will be required in its manufacturing process are derived from biologic sources. Such raw materials are difficult to procure and may be subject to contamination or recall. A material shortage, contamination, recall or restriction on the use of biologically derived substances in the manufacture of GIO’s Treatments could adversely impact or disrupt the commercial manufacturing or the production of clinical material, which could materially harm GIO’s development timelines and its business, financial condition, results of operations and prospects.

If GIO or any contract research organizations, contract manufacturers or suppliers that it engages fail to comply with environmental, health and safety laws and regulations, GIO could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of its business.

GIO and any contract research organizations, contract manufacturers and suppliers it engages are subject to numerous federal, state and local environmental, health and safety laws, regulations and permitting requirements, including those governing laboratory procedures; the generation, handling, use, storage, treatment and disposal of hazardous and regulated materials and wastes; the emission and discharge of hazardous materials into the ground, air and water; and employee health and safety. GIO’s operations may involve the use of hazardous and flammable materials, including chemicals and biological and radioactive materials. GIO’s operations may also produce hazardous waste. GIO plans to contract with third parties for the disposal of these materials and wastes. Although GIO believes that its and such third parties’ procedures for handling, storing and disposing of these materials and waste will comply with legally prescribed standards, GIO will not be able to eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from GIO’s use of hazardous materials, GIO could be held liable for any resulting damages, and any liability could exceed its resources. Under certain environmental laws, GIO could be held responsible for costs relating to any contamination at its current or past facilities and at third-party facilities. GIO also could incur significant costs associated with civil or criminal fines and penalties.

Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair GIO’s product development and research efforts. In addition, GIO cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes. Although GIO plans to maintain workers’ compensation insurance to cover it for costs and expenses GIO may incur due to injuries to its employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. GIO does not carry specific biological or hazardous waste insurance coverage, and GIO’s property, casualty and general liability insurance policies it will obtain may specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination. Accordingly, in the event of contamination or injury, GIO could be held liable for damages or be penalized with fines in an amount exceeding its resources, and GIO’s clinical trials or regulatory approvals could be suspended, which could have a material adverse effect on its business, financial condition, results of operations and prospects.

In addition, GIO may incur substantial costs in order to comply with current or future environmental, health and safety laws, regulations and permitting requirements. These current or future laws, regulations and permitting requirements may impair GIO’s research, development or production efforts. Failure to comply with these laws, regulations and permitting requirements also may result in substantial fines, penalties or other sanctions or business disruption, which could have a material adverse effect on GIO’s business, financial condition, results of operations and prospects.

Any third-party contract research organizations, contract manufacturers and suppliers GIO engages will also be subject to these and other environmental, health and safety laws and regulations. Liabilities they incur pursuant to these laws and regulations could

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result in significant costs or an interruption in operations, which could have a material adverse effect on GIO’s business, financial condition, results of operations and prospects.

Risks Related to Regulatory Review

If any future clinical trials of GIO’s Treatments fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, GIO may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of such Treatments.

Before obtaining marketing approval from regulatory authorities for the sale of any Treatments GIO identifies and develops, GIO must complete preclinical development and then conduct extensive clinical trials to demonstrate the safety and efficacy of such Treatments in humans. Clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more clinical trials can occur at any stage of testing. The outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses. Many companies that have believed their Treatments performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approval of their Treatments.

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If GIO or its collaborators, if any, are required to conduct additional clinical trials or other testing of Treatments beyond those that GIO currently contemplates, if GIO or its collaborators are unable to successfully complete clinical trials or other testing of Treatments, or if the results of these trials or tests are not positive or are only modestly positive or if there are safety concerns, GIO or its collaborators may:

Product development costs will also increase if GIO or its collaborators experience delays in clinical trials or other testing or in obtaining marketing approvals. GIO does not know whether any clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant clinical trial delays also could shorten any periods during which GIO may have the exclusive right to commercialize Treatments, could allow its competitors to bring Treatments to market before GIO does and could impair GIO’s ability to successfully commercialize Treatments, any of which may harm GIO’s business, financial condition, results of operations and prospects.

Further, disruptions at the FDA and other agencies may prolong the time necessary for new products to be reviewed and/or approved by necessary government agencies, which would adversely affect GIO’s business. For example, over the last several years, the U.S. government has shut down several times and certain regulatory agencies, including the FDA, have had to furlough critical employees and stop critical activities. If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process GIO’s regulatory submissions, which could have a material adverse effect on its business.

Failure to obtain marketing approval in foreign jurisdictions would prevent any Treatments GIO develops from being marketed in such jurisdictions, which, in turn, would materially impair GIO’s ability to generate revenue.

In order to market and sell any Treatments GIO develops in the European Union and many other foreign jurisdictions, GIO or its collaborators must obtain separate marketing approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain approval may differ substantially

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from that required to obtain FDA approval. The regulatory approval process outside the United States generally includes all of the risks associated with obtaining FDA approval. In addition, in many countries outside the United States, it is required that the product be approved for reimbursement before the product can be approved for sale in that country. GIO or its collaborators may not obtain approvals from regulatory authorities outside the United States on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority outside the United States does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA. GIO may not be able to file for marketing approvals and may not receive necessary approvals to commercialize its Treatments in any jurisdiction, which would materially impair its ability to generate revenue.

Additionally, GIO could face heightened risks with respect to seeking marketing approval in the United Kingdom as a result of the recent withdrawal of the United Kingdom from the European Union on December 31, 2020, commonly referred to as Brexit. Pursuant to the formal withdrawal arrangements agreed between the United Kingdom and the European Union, the United Kingdom withdrew from the European Union, effective December 31, 2020. On December 24, 2020, the United Kingdom and European Union entered into a Trade and Cooperation Agreement. The agreement sets out certain procedures for approval and recognition of medical Treatments in each jurisdiction.

Since the regulatory framework for pharmaceutical Treatments in the United Kingdom covering the quality, safety, and efficacy of pharmaceutical or biologic Treatments, clinical trials, marketing authorization, commercial sales, and distribution of pharmaceutical and biologic Treatments is derived from European Union directives and regulations, Brexit could materially impact the future regulatory regime that applies to Treatments and the approval of Treatments in the United Kingdom. Any delay in obtaining, or an inability to obtain, any marketing approvals, as a result of Brexit or otherwise, would prevent GIO from commercializing any Treatments in the United Kingdom and/or the European Union and restrict its ability to generate revenue and achieve and sustain profitability. If any of these outcomes occur, GIO may be forced to restrict or delay efforts to seek regulatory approval in the United Kingdom and/or the European Union for any Treatments, which could significantly and materially harm its business.

Even if GIO completes any future clinical trials, it cannot predict when, or if, it will obtain regulatory approval to commercialize its Treatments in the United States or any other jurisdiction, and any such approval may be for a narrower indication than GIO seeks.

GIO cannot commercialize a Treatment until the appropriate regulatory authorities have reviewed and approved the product candidate. Even if GIO’s Treatments meet their safety and efficacy endpoints in clinical trials, the regulatory authorities may not complete their review processes in a timely manner, or GIO may not be able to obtain regulatory approval. Additional delays may result if an FDA Advisory Committee or other regulatory authority recommends non-approval or restrictions on approval. In addition, GIO may experience delays or rejections based upon additional government regulation from future legislation or administrative action, or changes in regulatory authority policy during the period of product development, clinical trials and the review process.

Regulatory authorities also may approve a Treatment for more limited indications than requested or they may impose significant limitations in the form of narrow indications, warnings or a REMS. These regulatory authorities may require labeling that includes precautions or contra-indications with respect to conditions of use, or they may grant approval subject to the performance of costly post-marketing clinical trials. In addition, regulatory authorities may not approve the labeling claims that are necessary or desirable for the successful commercialization of GIO’s Treatments. Any of the foregoing scenarios could materially harm the commercial prospects for GIO’s Treatments and materially adversely affect GIO’s business, financial condition, results of operations and prospects.

Marketing approval by the FDA in the United States, if obtained, does not ensure approval by regulatory authorities in other countries or jurisdictions. In addition, clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country. Approval processes vary among countries and can involve additional Treatment testing and validation and additional administrative review periods. Seeking foreign regulatory approval could result in difficulties and costs for GIO and require additional preclinical studies or clinical trials which could be costly and time-consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of GIO’s Treatments it may develop in those countries. The foreign regulatory approval process involves all of the risks associated with FDA approval. GIO does not have any Treatments approved for sale in any jurisdiction, including international markets, and GIO does not have experience in obtaining regulatory approval in international markets. If GIO fails to comply with regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approvals in international markets are delayed, GIO’s target market will be reduced and its ability to realize the full market potential of its Treatments will be unrealized.

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Even if GIO obtains regulatory approval of any of its Treatments, the approved Treatments may be subject to post-approval studies and will remain subject to ongoing regulatory requirements. If GIO fails to comply, or if concerns are identified in subsequent studies, GIO’s approval could be withdrawn, and its product sales could be suspended.

If GIO is successful at obtaining regulatory approval for any of its Treatments, regulatory agencies in the U.S. and other countries where a product will be sold may require extensive additional clinical trials or post-approval clinical trials that are expensive and time-consuming to conduct. These studies may be expensive and time-consuming to conduct and may reveal side effects or other harmful effects in patients that use GIO’s Treatments after they are on the market, which may result in the limitation or withdrawal of GIO’s products from the market. Alternatively, GIO may not be able to conduct such additional trials, which might force GIO to abandon its efforts to develop or commercialize certain Treatments. Even if post-approval studies are not requested or required, after GIO’s Treatments are approved and on the market, there might be safety issues that emerge over time that require a change in product labeling, additional post-market studies or clinical trials, imposition of distribution and use restrictions under a REMS or withdrawal of the product from the market, which would cause GIO’s revenue to decline.

Additionally, any Treatments that GIO may successfully develop will be subject to ongoing regulatory requirements after they are approved. These requirements will govern the manufacturing, packaging, marketing, distribution, and use of GIO’s Treatments. If GIO fails to comply with such regulatory requirements, approval for its Treatments may be withdrawn, and product sales may be suspended. GIO may not be able to regain compliance, or GIO may only be able to regain compliance after a lengthy delay, significant expense, lost revenues and damage to its reputation.

The regulatory landscape that will govern GIO’s Treatments is uncertain; regulations relating to more established stem cell Treatments are still developing, and changes in regulatory requirements could result in delays or discontinuation of development of its Treatments or unexpected costs in obtaining regulatory approval. The FDA and other governing bodies may disagree with GIO’s regulatory plan and it may fail to obtain regulatory approval of its Treatments.

Because GIO’s Treatments and technology platform involve stem cells, GIO is subject to many of the challenges and risks that other stem cell Treatments face, including:

The regulatory requirements that will govern stem cell-based Treatments GIO develops may change. Within the broader stem cell field, GIO is aware of a limited number of stem cell-based Treatments that have received marketing authorization from the FDA and the EMA. Even with respect to more established Treatments, the regulatory landscape is still developing. Regulatory requirements governing stem cell Treatments have changed frequently and will likely continue to change in the future. Moreover, there is substantial, and sometimes uncoordinated, overlap in those responsible for regulation of existing Treatments. Serious adverse events or developments in clinical trials of stem cell-based Treatments conducted by others may cause the FDA or other regulatory bodies to initiate a clinical hold on GIO’s clinical trials or otherwise change the requirements for approval of any of GIO’s Treatments. Although the FDA decides whether individual protocols may proceed, the review process and determinations of other reviewing bodies can impede or delay the initiation of a clinical trial, even if the FDA has reviewed the trial and approved its initiation.

The same applies in the European Union. The EMA’s Committee for Advanced Therapies (“CAT”) is responsible for assessing the quality, safety and efficacy of advanced-therapy Treatments. The role of the CAT is to prepare a draft opinion on an application for marketing authorization for a therapy or other novel therapeutic medicinal candidate that is submitted to the Committee for Medicinal Products for Human Use (“CHMP”) before CHMP adopts its final opinion. In the European Union, the development and evaluation of an advanced therapeutic medicinal product must be considered in the context of the relevant European Union guidelines. The EMA may issue new guidelines concerning the development and marketing authorization for these medicinal Treatments and require that GIO complies with these new guidelines. As a result, the procedures and standards applied to stem cell Treatments may be applied to GIO’s Treatments, but that remains uncertain at this point.

Adverse developments in post-marketing experience or in clinical trials conducted by others of stem cell Treatments may cause the FDA, the EMA and other regulatory bodies to revise the requirements for development or approval of GIO’s Treatments or may

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develop or limit the use of Treatments utilizing stem cell technologies, either of which could materially harm GIO’s business. In addition, the clinical trial requirements of the FDA, the EMA and other regulatory authorities and the criteria these regulators use to determine the safety and efficacy of a Treatment vary substantially according to the type, complexity, novelty and intended use and market of the potential Treatments. The regulatory approval process for novel Treatments can be more expensive and take longer than for other, better known or more extensively studied pharmaceutical or other Treatments. Regulatory agencies administering existing or future regulations or legislation may not allow production and marketing of Treatments utilizing stem cells in a timely manner or under technically or commercially feasible conditions. In addition, regulatory action or private litigation could result in expenses, delays or other impediments to GIO’s Treatment development, research programs or the commercialization of resulting Treatments.

The regulatory reviews and advisory groups described above and the new guidelines they promulgate may lengthen the regulatory review process, require GIO to perform additional studies or trials, increase its development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of these treatment candidates, or lead to significant post-approval limitations or restrictions. As GIO advances its Treatments and research programs, GIO will be required to consult with these regulatory and advisory groups and to comply with applicable guidelines. If GIO fails to do so, it may be required to delay or discontinue development of GIO’s Treatments.

Interim “top-line” and preliminary results from GIO’s clinical trials that it may announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

From time to time, GIO may publish interim top-line or preliminary results from any future preclinical studies and clinical trials, which are based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial. Interim results from clinical trials that GIO may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. Preliminary or top-line results also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data GIO previously published. As a result, interim and preliminary data should be viewed with caution until the final data are available. Differences between preliminary or interim data and final data could significantly harm GIO’s business prospects and may cause the trading price of GIO’s common stock to fluctuate significantly.

Further, others, including regulatory agencies, may not accept or agree with GIO’s assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability or commercialization of the particular Treatment or product and GIO in general. In addition, the information GIO chooses to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and investors or others may not agree with what GIO determines is material or otherwise appropriate information to include in its disclosure, and any information GIO determines not to disclose may ultimately be deemed significant with respect to future decisions, conclusions, views, activities or otherwise regarding a particular Treatment or GIO’s business. If the interim, topline or preliminary data that GIO reports differ from actual results, or if others, including regulatory authorities, disagree with the conclusions reached, GIO’s ability to obtain approval for, and commercialize, its Treatments may be harmed, which could harm GIO’s business, operating results, prospects or financial condition.

Negative public opinion of stem cell Treatments and increased regulatory scrutiny of stem cell research may adversely impact public perception of GIO’s future Treatments.

GIO’s Treatments involve the use of stem cells. The clinical and commercial success of GIO’s potential Treatments will depend in part on public acceptance of the use of stem cells. Public attitudes may be influenced by claims that stem cell Treatments are unsafe, unethical or immoral, and, consequently, GIO’s Treatments may not gain the acceptance of the public or the medical community. Adverse public attitudes may adversely impact GIO’s ability to enroll clinical trials. Moreover, GIO’s success will depend upon patients being willing to receive Treatments GIO may develop in lieu of, or in addition to, existing treatments with which they are already familiar and for which greater clinical data may be available.

More restrictive government regulations or negative public opinion would have a negative effect on GIO’s business or financial condition and may delay or impair the development and commercialization of its Treatments or demand for any Treatments once approved. Adverse events in GIO’s clinical trials, even if not ultimately attributable to its Treatments, and the resulting publicity could result in increased governmental regulation, unfavorable public perception, potential regulatory delays in the testing or approval of GIO’s Treatments, stricter labeling requirements for those Treatments that are approved, and a decrease in demand for any such

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Treatments. If any such adverse events occur, commercialization of GIO’s Treatments or further advancement of its clinical trials could be halted or delayed, which would have a negative impact on its business and operations.

GIO may seek Fast Track designation for some or all of its Treatments. GIO may not receive such designation, and even for those Treatments for which it does, it may not lead to a faster development or regulatory review or approval process, and will not increase the likelihood that Treatments will receive marketing approval.

GIO may seek Fast Track designation and review for some or all of its other Treatments. If a drug or biologic is intended for the treatment of a serious or life-threatening condition or disease, and nonclinical or clinical data demonstrate the potential to address an unmet medical need, the product may qualify for FDA Fast Track designation, for which sponsors must apply. If granted, Fast Track designation makes a product eligible for more frequent interactions with the FDA to discuss the development plan and clinical trial design, as well as rolling review of the application, which means that the company can submit completed sections of its marketing application for review prior to completion of the entire submission. Marketing applications of Treatments with Fast Track designation may qualify for priority review under the policies and procedures offered by the FDA, but Fast Track designation does not assure any such qualification or ultimate marketing approval by the FDA. The FDA has broad discretion whether or not to grant this designation. Thus, even if GIO believes a particular Treatment is eligible for this designation, the FDA may decide not to grant it. Moreover, even if GIO does receive Fast Track designation, GIO or its collaborators may not experience a faster development process, review or approval compared to conventional FDA procedures. In addition, the FDA may withdraw Fast Track designation if it believes that the designation is no longer supported by data from GIO’s clinical development program.

GIO may seek priority review designation for its Treatments, but GIO might not receive such designation, and even if it does, such designation may not lead to a faster development or regulatory review or approval process.

If the FDA determines that a Treatment offers a treatment for a serious condition and, if approved, the product would provide a significant improvement in safety or effectiveness, the FDA may designate the Treatment for priority review. A priority review designation means that the goal for the FDA to review an application is six months, rather than the standard review period of ten months. The FDA has broad discretion with respect to whether or not to grant priority review status to a Treatment, so even if GIO believes a particular Treatment is eligible for such designation or status, the FDA may decide not to grant it. Moreover, a priority review designation does not necessarily mean a faster development or regulatory review or approval process or necessarily confer any advantage with respect to approval compared to conventional FDA procedures. Receiving priority review from the FDA does not guarantee approval within the six-month review cycle or at all.

A Breakthrough Therapy Designation by the FDA, even if granted for any of GIO’s Treatments, may not lead to a faster development or regulatory review or approval process and it does not increase the likelihood that GIO’s Treatments will receive marketing approval.

GIO may seek a Breakthrough Therapy Designation for its Treatments if the clinical data support such a designation for one or more Treatments. A breakthrough therapy is defined as a drug or biologic that is intended, alone or in combination with one or more other drugs or biologics, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates that the drug, or biologic, may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. For Treatments that have been designated as breakthrough therapies, interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while minimizing the number of patients placed in ineffective control regimens. Drugs and biologics designated as breakthrough therapies by the FDA may also be eligible for accelerated approval.

Designation as a breakthrough therapy is within the discretion of the FDA. Accordingly, even if GIO believes one of its Treatments meets the criteria for designation as a breakthrough therapy, the FDA may disagree and determine not to make such designation. In any event, the receipt of a Breakthrough Therapy Designation for a Treatment may not result in a faster development process, review or approval compared to drugs considered for approval under non-expedited FDA review procedures and does not assure ultimate approval by the FDA. In addition, even if one or more of GIO’s Treatments qualify as breakthrough therapies, the FDA may later decide that the product no longer meets the conditions for qualification.

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Disruptions at the FDA and other government agencies caused by funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified Treatments from being developed, approved or commercialized in a timely manner or at all, which could negatively impact GIO’s business.

The ability of the FDA to review and approve new Treatments can be affected by a variety of factors, including government budget and funding levels, statutory, regulatory, and policy changes, the FDA’s ability to hire and retain key personnel and accept the payment of user fees, and other events that may otherwise affect the FDA’s ability to perform routine functions. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable. Disruptions at the FDA and other agencies may also slow the time necessary for new biologics or modifications to cleared or approved biologics to be reviewed and/or approved by necessary government agencies, which would adversely affect GIO’s business. For example, in response to the COVID-19 pandemic, on March 10, 2020, the FDA announced its intention to postpone most inspections of foreign manufacturing facilities, and on March 18, 2020, the FDA temporarily postponed routine surveillance inspections of domestic manufacturing facilities. Subsequently, on July 10, 2020, the FDA announced its intention to resume certain on-site inspections of domestic manufacturing facilities subject to a risk-based prioritization system. Regulatory authorities outside the United States may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic. If a prolonged government shutdown occurs, or if global health concerns continue to prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA or other regulatory authorities to timely review and process GIO’s regulatory submissions, which could have a material adverse effect on GIO’s business.

Risks Related to GIO’s Relationships with Third Parties

GIO will rely on third parties to conduct its preclinical and clinical trials and will rely on them to perform other tasks for it. If these third parties do not successfully carry out their contractual duties, meet expected deadlines or comply with regulatory requirements, GIO may not be able to obtain regulatory approval for or commercialize its Treatments and its business could be substantially harmed.

GIO’s management team has limited experience in conducting clinical trials. Moreover, GIO does not have the ability to independently conduct preclinical studies and clinical trials, and GIO expects to rely upon medical institutions, clinical investigators, contract laboratories and other third parties, or CROs, to conduct preclinical studies and future clinical trials for its Treatments. GIO expects to rely heavily on these parties for execution of preclinical and future clinical trials for its Treatments and control only certain aspects of their activities. Nevertheless, GIO will be responsible for ensuring that each of its preclinical and clinical trials is conducted in accordance with the applicable protocol, legal and regulatory requirements and scientific standards and GIO’s reliance on CROs will not relieve it of its regulatory responsibilities. For any violations of laws and regulations during the conduct of GIO’s preclinical studies and clinical trials, GIO could be subject to warning letters or enforcement action that may include civil penalties up to and including criminal prosecution.

GIO and its CROs will be required to comply with regulations, including cGCPs for conducting, monitoring, recording and reporting the results of preclinical and clinical trials to ensure that the data and results are scientifically credible and accurate and that the trial patients are adequately informed of the potential risks of participating in clinical trials and their rights are protected. These regulations are enforced by the FDA, the Competent Authorities of the Member States of the European Economic Area and comparable foreign regulatory authorities for any products in clinical development. The FDA enforces cGCP regulations through periodic inspections of clinical trial sponsors, principal investigators and trial sites. If GIO or its CROs fail to comply with applicable cGCPs, the clinical data generated in its clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require GIO to perform additional clinical trials before approving its marketing applications. GIO cannot assure you that, upon inspection, the FDA will determine that any of GIO’s future clinical trials will comply with cGCPs. In addition, GIO’s clinical trials must be conducted with Treatments produced in accordance with the requirements in the FDA’s current cGMPs requirements. GIO’s failure or the failure of its CROs to comply with these regulations may require GIO to repeat clinical trials, which would delay the regulatory approval process and could also subject GIO to enforcement action.

Although GIO intends to design its planned clinical trials for its Treatments, for the foreseeable future CROs will conduct all of GIO’s planned clinical trials. As a result, many important aspects of GIO’s development programs, including their conduct and timing, will be outside of its direct control. GIO’s reliance on third parties to conduct future preclinical studies and clinical trials will also result in less day-to-day control over the management of data developed through preclinical studies and clinical trials than would be the case if GIO was relying entirely upon its own staff.

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If any of GIO’s relationships with these third-party CROs terminate, GIO may not be able to enter into arrangements with alternative CROs. If CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to GIO’s clinical protocols, regulatory requirements or for other reasons, any preclinical studies or clinical trials with which such CROs are associated with may be extended, delayed or terminated. In such cases, GIO may not be able to obtain regulatory approval for or successfully commercialize its Treatments. As a result, GIO’s financial results and the commercial prospects for its Treatments in the subject indication could be harmed, GIO’s costs could increase and its ability to generate revenue could be delayed.

GIO will rely on third-party manufacturers for its clinical supply of its Treatments. In the event of a loss of these manufacturers, or a failure by such manufacturers to comply with FDA regulations, GIO may not be able to find an alternative source on commercially reasonable terms, or at all. In addition, third-party manufacturers and any third-party collaborators may be unable to successfully scale-up manufacturing of GIO’s Treatments in sufficient quality and quantity, which would delay or prevent GIO from developing its Treatments and commercializing approved Treatments, if any.

GIO does not have any manufacturing facilities at the present time. GIO will rely on third-party manufacturers for the manufacture and supply of its materials for preclinical studies, and expects it will continue to do so for future clinical testing and for commercial supply of Treatments that GIO may develop and for which GIO or its collaborators obtain marketing approval. GIO’s agreement with GIOSTAR includes certain limitations on its ability to enter into supply arrangements with any other supplier without GIOSTAR’s consent. GIO may be unable to maintain or establish any agreements with third-party manufacturers or suppliers or to do so on acceptable terms. Even if GIO is able to establish agreements with third-party manufacturers or suppliers, reliance on third-party manufacturers entails additional risks, including:

Third-party manufacturers may not be able to comply with cGMP regulations or similar regulatory requirements outside the United States. GIO’s failure, or the failure of its third-party manufacturers or suppliers, to comply with applicable regulations could result in sanctions being imposed on GIO, including fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, license revocations, seizures or recalls of Treatments, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect supplies of GIO’s Treatments and harm GIO’s business, financial condition, results of operations and prospects.

GIO’s Treatments may compete with those of other companies for access to manufacturing facilities and other supplies. There are a limited number of manufacturers that operate under cGMP regulations and that might be capable of manufacturing for GIO. Also, prior to the approval of its Treatments, GIO would need to identify a contract manufacturer that could produce its Treatments at a commercial scale and that could successfully complete FDA pre-approval inspection and inspections by other health authorities. Agreements with such manufacturers or suppliers may not be available to GIO at the time it would need to have that capability and capacity.

Any performance failure on the part of GIO’s existing or future manufacturers or suppliers, or any decision by a manufacturer or supplier to remove its Treatments from the market or restrict access to its Treatments, could delay clinical development or marketing approval. GIO does not currently have arrangements in place for redundant or guaranteed supply for many of the materials it currently uses in its clinical trials or preclinical studies, and GIO may have difficulty or be unable to establish alternative sources of these materials.

GIO may enter into collaborations with third parties for the research, development and commercialization of certain Treatments it may develop. If any such collaborations are not successful, GIO may not be able to capitalize on the market potential of those Treatments.

GIO may seek third-party collaborators for the research, development and commercialization of certain Treatments it may develop. If GIO enters into any such arrangements with any third parties, it will likely have limited control over the amount and timing of resources that its collaborators dedicate to the development or commercialization GIO’s Treatments. GIO’s ability to generate

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revenues from these arrangements will depend on its collaborators’ abilities to successfully perform the functions assigned to them in these arrangements. GIO cannot predict the success of any collaboration that it enters into.

Collaborations involving GIO’s Treatments or research programs pose numerous risks to GIO, including the following:

If GIO’s collaborations do not result in the successful development and commercialization of Treatments, or if one of GIO’s collaborators terminates its agreement with it, GIO may not receive any future research funding or milestone or royalty payments under the collaboration. If GIO does not receive the funding it expects under these agreements, GIO’s development of Treatments could be delayed, and GIO may need additional resources to develop Treatments. In addition, if one of GIO’s collaborators terminates its agreement with it, GIO may find it more difficult to find a suitable replacement collaborator or attract new collaborators, and GIO’s development programs may be delayed or the perception of GIO in the business and financial communities could be adversely affected. All of the risks relating to product development, regulatory approval and commercialization described in this proxy statement/prospectus apply to the activities of GIO’s collaborators.

These relationships, or those like them, may require GIO to incur non-recurring and other charges, increase its near- and long-term expenditures, issue securities that dilute its existing stockholders, or disrupt its management and business.

If GIO is not able to establish collaborations on commercially reasonable terms, GIO may have to alter its development and commercialization plans.

GIO’s product development and research programs and the potential commercialization of any Treatments GIO may develop will require substantial additional cash to fund expenses. For some of the Treatments GIO may develop, it may decide to collaborate with pharmaceutical and biotechnology companies for the development and potential commercialization of those Treatments.

GIO could face significant competition in seeking appropriate collaborators. Whether GIO reaches a definitive agreement for a collaboration will depend, among other things, upon GIO’s assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration, and the proposed collaborator’s evaluation of a number of factors. Those factors may include

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the design or results of clinical trials, the likelihood of approval by the FDA, the EMA or similar regulatory authorities outside the United States, the potential market for the subject Treatment, the costs and complexities of manufacturing and delivering such Treatment to patients, the potential of competing Treatments, the existence of uncertainty with respect to GIO’s ownership of technology, which can exist if there is a challenge to such ownership without regard to the merits of the challenge, and industry and market conditions generally. The collaborator may also consider alternative Treatments or technologies for similar indications that may be available to collaborate on and whether such a collaboration could be more attractive than the one with GIO.

GIO may also be restricted under existing collaboration agreements from entering into future agreements on certain terms with potential collaborators. Collaborations are complex and time-consuming to negotiate and document. In addition, there have been a significant number of recent business combinations among large pharmaceutical companies that have resulted in a reduced number of potential future collaborators.

GIO may not be able to negotiate collaborations on a timely basis, on acceptable terms, or at all. If GIO is unable to do so, it may have to curtail the development of the Treatment for which GIO is seeking to collaborate, reduce or delay its development program or one or more of GIO’s other development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase GIO’s expenditures and undertake development or commercialization activities at its own expense. If GIO elects to increase its expenditures to fund development or commercialization activities on its own, GIO may need to obtain additional capital, which may not be available to it on acceptable terms or at all. If GIO does not have sufficient funds, it may not be able to develop Treatments or bring them to market and generate product revenue.

GIO will rely on GIOSTAR for the supply of the AHSDMs.

GIO will rely on GIOSTAR for the supply of the AHSDMs. Under the GIOSTAR Supply Agreement, GIOSTAR has agreed to provide to GIO certain quantities of the AHSDMs over the four year period following the Closing. GIOSTAR could experience delays or other manufacturing issues during the process of manufacturing the AHSDMs for GIO. If GIOSTAR is unable to produce and deliver the AHSDMs to GIO, or if the AHSDMs supplied by GIOSTAR are of questionable quality or purity, then GIO’s Active Cosmetics business line could be adversely affected.

GIO might rely on third-party medical providers that license GIO’s Anti-Aging Clinics.

If GIO chooses to enter into licensing arrangements with third-party medical providers to license its Anti-Aging Clinics, then GIO will rely on those third-party medical providers to operate their practices in accordance with the licensing arrangements and to perform the services in accordance with GIO’s protocols. If third-party medical providers experience adverse effects with patients or patients are injured in connection with the Anti-Aging Clinics’ services, GIO’s reputation may be harmed, which could have an adverse effect on GIO’s business and results of operations.

GIO may rely on existing cosmetics companies to purchase the AHSDMs.

Within its Active Cosmetics line, GIO may pursue development and manufacture of its own Treatments or GIO may enter into agreements with existing cosmetic companies for the sale of the AHSDMs for use in those cosmetic companies’ Treatments. If GIO is unable to establish relationships with existing cosmetics companies, or if GIO is unable to enter into arrangements with existing cosmetics companies on economically viable terms for GIO, GIO’s business could be adversely affected, and GIO’s Active Cosmetics line could suffer.

Risks Related to GIO’s Intellectual Property

GIO is highly dependent on intellectual property licensed from third parties and termination of any of these licenses, or challenges to the intellectual property rights covered by such licenses, could result in the loss of significant rights, which would harm its business.

GIO is dependent on the know-how and proprietary technology licensed from third parties for the development and, if approved, commercialization of its Treatments. Any termination of these licenses, or a finding that such intellectual property lacks legal effect, could result in the loss of significant rights and could harm GIO’s ability to commercialize its Treatments.

Each of GIO’s license agreements with third parties will impose certain obligations on GIO, including obligations to use diligent efforts to meet development thresholds and payment obligations. Non-compliance with such obligations may result in termination of

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the respective license agreement or in legal and financial consequences. If any of GIO’s licensors terminates its respective license agreement, GIO may not be able to develop or commercialize its Treatments covered by these agreements. Termination of GIO’s license agreements or reduction or elimination of GIO’s rights under them may result in GIO’s having to negotiate a new or reinstated agreement, which may not be available to GIO on equally favorable terms, or at all, which may mean GIO is unable to develop, commercialize or sell the affected Treatment or may cause it to lose its rights under or have to pay higher amounts under the license agreement.

In addition, GIO’s licensors may make decisions in prosecuting, maintaining, enforcing and defending any licensed intellectual property rights that may not be in GIO’s best interest. If GIO’s licensors take any action with respect to any licensed intellectual property rights, that results in a successful challenge to the licensed intellectual property by a third party, such intellectual property may be invalidated or held to be unenforceable, and GIO may lose its rights under such intellectual property which could materially harm GIO’s business. GIO’s licensors may also fail to maintain confidentiality of trade secrets or other confidential licensed intellectual property or fail to enforce licensed intellectual property against third parties, which could benefit GIO’s competitors and materially harm GIO’s business. Additionally, the question of trade secret ownership is a complex matter that his highly dependent on various factors such as whether there was an assignment agreement between parties involved in the trade secret, the relationship between such parties, and the scope of engagement between such parties. If the wrong party claims ownership of the trade secrets, then any action for misappropriation or theft of trade secrets may be unenforceable and GIO, as the licensee, would be without recourse.

Further, the agreements under which GIO currently licenses intellectual property from and those they may enter into in the future with third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. Accordingly, disputes may arise between GIO and its licensors regarding intellectual property subject to a license agreement. The resolution of any contract interpretation disagreement that may arise could narrow what GIO believes to be the scope of GIO’s rights to the relevant intellectual property or technology, or increase what GIO believes to be its financial or other obligations under the relevant agreement. If disputes over intellectual property that GIO has licensed prevent or impair its ability to maintain its current licensing arrangements on acceptable terms, or are insufficient to provide GIO the necessary rights to use the intellectual property, GIO may be unable to successfully develop and commercialize the affected Treatments.

GIO’s commercial success depends on its ability to obtain, maintain and protect its intellectual property and proprietary technology.

GIO’s commercial success depends in large part on its ability to obtain, maintain and protect intellectual property rights through trade secrets or know how in the United States and other countries with respect to GIO’s proprietary Treatments. If GIO does not adequately protect its intellectual property rights, competitors may be able to erode, negate or preempt any competitive advantage GIO may have, which could harm GIO’s business and ability to achieve profitability.

If GIO is unable to protect the confidentiality of its trade secrets, its business and competitive position may be harmed.

GIO will rely upon trade secret protection, know-how and continuing technological innovation to develop and maintain its competitive position. GIO will seek to protect its proprietary technology and processes, in part, by entering into confidentiality agreements with its contractors, collaborators, scientific advisors, employees and consultants and invention assignment agreements with its consultants and employees. However, GIO may not obtain these agreements in all circumstances, and individuals with whom GIO has these agreements may not comply with their terms. The assignment of intellectual property rights under these agreements may not be self-executing or the assignment agreements may be breached, and GIO may be forced to bring claims against third parties, or defend claims that they may bring against GIO, to determine the ownership of what GIO regards as GIO’s intellectual property. In addition, GIO may not be able to prevent the unauthorized disclosure or use of GIO’s technical know-how or other trade secrets by the parties to these agreements despite the existence of confidentiality agreements and other contractual restrictions. Monitoring unauthorized uses and disclosures is difficult and GIO does not know whether the steps GIO has taken to protect its proprietary technologies will be effective. If any of the contractors, collaborators, scientific advisors, employees and consultants who are parties to these agreements breaches or violates the terms of any of these agreements, GIO may not have adequate remedies for any such breach or violation. As a result, GIO could lose its trade secrets. Enforcing a claim against a third party that illegally obtained and is using GIO’s trade secrets, like patent litigation, is expensive and time-consuming and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing or unwilling to protect trade secrets. Any of the foregoing could have a material adverse effect on GIO’s business, financial condition, results of operations, and prospects.

Moreover, GIO’s trade secrets could otherwise become known or be independently discovered by GIO’s competitors or other third parties. Competitors and other third parties could attempt to replicate some or all of the competitive advantages GIO derives

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from its development efforts, willfully infringe GIO’s intellectual property rights, design around GIO’s protected technology or develop their own competitive technologies that fall outside of GIO’s intellectual property rights. If any of GIO’s trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, GIO would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with GIO. If GIO trade secrets are not adequately protected or sufficient to provide an advantage over GIO’s competitors, GIO’s competitive position could be adversely affected, as could GIO’s business. Additionally, if the steps taken to maintain GIO’s trade secrets are deemed inadequate, GIO may have insufficient recourse against third parties for misappropriating GIO’s trade secrets.

If GIO’s trademarks and trade names are not adequately protected, then GIO may not be able to build name recognition in its markets of interest and its business may be adversely affected.

GIO’s current or future trademarks or trade names may be challenged, infringed, circumvented or declared generic or descriptive or determined to be infringing on other marks. GIO may not be able to protect its rights to these trademarks and trade names or may be forced to stop using these names, which GIO needs for name recognition by potential partners or customers in its markets of interest. GIO’s company name and logo, as well as its Treatment names, are not registered trademarks. If GIO seeks to register any of its trademarks, during trademark registration proceedings, GIO may receive rejections of its applications by the USPTO or in other foreign jurisdictions. Although GIO would be given an opportunity to respond to those rejections, it may be unable to overcome such rejections. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against GIO’s trademarks, and its trademarks may not survive such proceedings. If GIO is unable to establish name recognition based on its trademarks and trade names, it may not be able to compete effectively and its business may be adversely affected. GIO may license its trademarks and trade names to third parties, such as distributors. Although these license agreements may provide guidelines for how GIO’s trademarks and trade names may be used, a breach of these agreements or misuse of its trademarks and tradenames by its licensees may jeopardize its rights in or diminish the goodwill associated with its trademarks and trade names.

Moreover, any name GIO has proposed to use with its Treatment in the United States must be approved by the FDA, regardless of whether GIO has registered it, or applied to register it, as a trademark. Similar requirements exist in Europe. The FDA typically conducts a review of proposed product names, including an evaluation of potential for confusion with other product names. If the FDA (or an equivalent administrative body in a foreign jurisdiction) objects to any of GIO’s proposed proprietary product names, GIO may be required to expend significant additional resources in an effort to identify a suitable substitute name that would qualify under applicable trademark laws, not infringe the existing rights of third parties and be acceptable to the FDA. Furthermore, in many countries, owning and maintaining a trademark registration may not provide an adequate defense against a subsequent infringement claim asserted by the owner of a senior trademark. At times, competitors or other third parties may adopt trade names or trademarks similar to GIO’s, thereby impeding its ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of its registered or unregistered trademarks or trade names. If GIO asserts trademark infringement claims, a court may determine that the marks GIO has asserted are invalid or unenforceable, or that the party against whom GIO has asserted trademark infringement has superior rights to the marks in question. In this case, GIO could ultimately be forced to cease use of such trademarks.

We may not be successful in acquiring or in-licensing necessary rights to key technologies underlying its Treatments.

GIO currently has rights to intellectual property, through licenses from third parties, to develop its Treatments, and GIO may, in the future, seek to expand its intellectual property footprint related to its Treatment pipeline in part by in-licensing the rights to key technologies. The future growth of GIO’s business will depend in part on its ability to in-license or otherwise acquire the rights to develop additional Treatments and technologies. GIO can give no assurance that it will be able to in-license or acquire the rights to other technologies relevant to its Treatments from third parties on acceptable terms or at all.

In order to market GIO’s Treatments, GIO may find it necessary or prudent to obtain licenses from third party intellectual property holders. However, it may be unclear who owns the rights to intellectual property GIO wishes to obtain, or GIO may be unable to secure such licenses or otherwise acquire or in-license intellectual property rights from third parties that it identifies as necessary for Treatments it may develop and technology it employs.

The licensing or acquisition of third party intellectual property rights is a highly competitive area, and other companies may pursue strategies to license or acquire third party intellectual property rights that GIO may consider attractive or necessary. Such companies may have a competitive advantage over GIO, e.g., due to their size, capital resources and greater clinical development and

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commercialization capabilities. In addition, companies that perceive GIO to be a competitor may be unwilling to assign or license rights to it. GIO also may be unable to license or acquire third party intellectual property rights on terms that would allow it to make an appropriate return on its investment or at all. If GIO is unable to successfully obtain rights to required third party intellectual property rights or maintain the existing intellectual property rights GIO has, GIO may have to abandon development of the relevant program or Treatment, which could have a material adverse effect on GIO’s business, financial condition, results of operations and prospects.

Even if GIO was able to obtain such a license, it could be non-exclusive, thereby giving GIO’s competitors and other third parties access to the same technologies licensed to GIO, and it could require GIO to make substantial licensing and royalty payments. If GIO is unable to obtain a necessary license to a third-party patent on commercially reasonable terms, GIO may be unable to commercialize its Treatments or such commercialization efforts may be significantly delayed, which could in turn significantly harm GIO’s business.

Third-party claims of intellectual property infringement, misappropriation or other violations may prevent or delay GIO’s product discovery and development efforts and have a material adverse effect on its business.

GIO’s commercial success depends in part on GIO avoiding infringement, misappropriation and other violations of the patents and proprietary rights of third parties. There is a substantial amount of litigation involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, as well as administrative proceedings for challenging patents, including interference and reexamination proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions. Recently, under U.S. patent reform, new procedures including inter partes review and post grant review have been implemented. This reform will bring uncertainty to the possibility of challenge to any future patents GIO may obtain. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which GIO is developing its Treatments, and third parties may allege they have patent rights encompassing GIO’s Treatments, technologies or methods. Third parties may assert that GIO is employing their proprietary technology without authorization and may file patent infringement claims or lawsuits against GIO, and if GIO is found to infringe such third -party patents, GIO may be required to pay damages, cease commercialization of the infringing technology or obtain a license from such third parties, which may not be available on commercially reasonable terms or at all.

There may be third-party patents with patent rights to materials, formulations, methods of manufacture or methods of treatment related to the use or manufacture of GIO’s Treatments. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that GIO’s Treatments may infringe. In addition, third parties may obtain patents in the future and claim that use of GIO’s technologies infringes upon these patents. Further, GIO or its licensors may fail to identify even those relevant third-party patents that have issued or may incorrectly interpret the relevance, scope or expiration of such patents. The scope of a patent claim is determined by an interpretation of the law, the written disclosure in a patent and the patent’s prosecution history. GIO’s interpretation of the relevance or scope of a patent or a pending application may be incorrect. If any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of GIO’s Treatments, materials used in or formed during the manufacturing process or any final product itself or in its use, the holders of any such patents may be able to block GIO’s ability to commercialize the Treatment unless GIO obtained a license under the applicable patents, or until such patents expire or they are finally determined to be held invalid or unenforceable. Similarly, if any third-party patent were held by a court of competent jurisdiction to cover aspects of GIO’s materials, formulations or methods, including without limitation, combination therapy or patient selection methods, the holders of any such patent may be able to block GIO’s ability to develop and commercialize the Treatment unless GIO obtained a license or until such patent expires or is finally determined to be held invalid or unenforceable.

Parties making claims against GIO may seek and obtain injunctive or other equitable relief, which could effectively block GIO’s ability to further develop and commercialize its Treatments. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would involve a substantial diversion of employee resources from GIO’s business. GIO may not have sufficient resources to bring these actions to a successful conclusion, which may result in significant cost and may impede GIO’s inability to pursue any affected Treatments. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of GIO’s common stock.

In the event of a successful claim of infringement against GIO, GIO may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties or redesign GIO’s infringing Treatments, which may be impossible or require substantial time and monetary expenditure.

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Some intellectual property that GIO has in-licensed or may in-license in the future may have been discovered through government-funded programs and thus may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit GIO’s exclusive rights and limit GIO’s ability to contract with non-U.S. manufacturers.

Any of the intellectual property rights that GIO has licensed or may license in the future and that have been generated through the use of U.S. government funding are subject to certain federal regulations. As a result, the U.S. government may have certain rights to intellectual property embodied in GIO’s current or future Treatments pursuant to the Bayh-Dole Act of 1980 (“Bayh-Dole Act”). These U.S. government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government would have the right to require GIO to grant exclusive, partially exclusive, or non-exclusive licenses to any such intellectual property rights to a third party if it determines that:

The U.S. government also has the right to take title to such intellectual property rights if GIO, or the applicable licensor, fails to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. Intellectual property generated under a government-funded program is also subject to certain reporting requirements, compliance with which may require GIO or the applicable licensor to expend substantial resources. GIO cannot be certain that its current or future licensors will comply with the disclosure or reporting requirements of the Bayh-Dole Act at all times, or be able to rectify any lapse in compliance with these requirements.

In addition, the U.S. government requires that any Treatments embodying the subject invention or produced through the use of the subject invention be manufactured substantially in the United States. The manufacturing preference requirement can be waived if the owner of the intellectual property can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for U.S. manufacturers may limit GIO’s ability to contract with non-U.S. product manufacturers for Treatments covered by such intellectual property. To the extent any of GIO’s current or future intellectual property is generated through the use of U.S. government funding, the provisions of the Bayh-Dole Act may similarly apply.

GIO may become involved in lawsuits to protect or enforce its intellectual property, which could be expensive, time-consuming and unsuccessful.

Competitors may infringe or misappropriate GIO’s trademarks, trade secrets, know how or other intellectual property. To counter infringement or unauthorized disclosure or use, GIO may be required to file infringement or misappropriation claims, which can be expensive and time-consuming and divert the time and attention of GIO’s management and scientific personnel. Any claims GIO asserts against perceived infringers or misappropriations could provoke these parties to assert counterclaims against GIO alleging that GIO infringes their patents or other intellectual property rights, in addition to counterclaims asserting that GIO’s intellectual property rights are invalid or unenforceable, or both. In any intellectual property infringement or misappropriation proceeding, there is a risk that a court will decide that the intellectual property rights of GIO’s are invalid or unenforceable, in whole or in part, and that GIO does not have the right to stop the other party from using the invention or other intellectual property at issue. There is also a risk that, even if the validity of such intellectual property is upheld, the court will construe the intellectual property’s claims narrowly or decide that GIO does not have the right to stop the other party from using the invention or intellectual property at issue on the grounds that GIO’s patent claims do not cover the invention or the other party otherwise does not violate GIO’s intellectual property. An adverse outcome in a litigation or proceeding involving GIO’s intellectual property could limit GIO’s ability to assert its intellectual property rights against those parties or other competitors, and may curtail or preclude GIO’s ability to exclude third parties from making and selling similar or competitive Treatments. Any of these occurrences could adversely affect GIO’s competitive business position, business prospects and financial condition. Similarly, if GIO asserts trademark infringement claims, a court may determine that the marks GIO has asserted are invalid or unenforceable, or that the party against whom GIO has asserted trademark infringement has superior rights to the marks in question. In this case, GIO could ultimately be forced to cease use of such trademarks.

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Even if GIO establishes infringement or misappropriation, the court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of GIO’s confidential information could be compromised by disclosure during litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of GIO’s common stock. Moreover, there can be no assurance that GIO will have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. Even if GIO ultimately prevails in such claims, the monetary cost of such litigation and the diversion of the attention of GIO’s management and scientific personnel could outweigh any benefit GIO receive as a result of the proceedings. Any of the foregoing may have a material adverse effect on GIO’s business, financial condition, results of operations and prospects.

GIO may not be able to protect its intellectual property rights throughout the world.

Filing, prosecuting, maintaining, defending and enforcing intellectual property rights on GIO’s Treatments in all countries throughout the world would be prohibitively expensive, and GIO’s intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, GIO may not be able to prevent third parties from practicing GIO’s inventions in all countries outside the United States, or from selling or importing Treatments made using GIO’s inventions in and into the United States or other jurisdictions. Competitors may use GIO’s technologies in jurisdictions where GIO has not obtained intellectual property protection to develop their own products and may export otherwise infringing products to territories where GIO has intellectual property protection, but enforcement rights are not as strong as those in the United States. These products may compete with GIO’s Treatments and its intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of some countries do not favor the enforcement of intellectual property protection, which could make it difficult for GIO to stop the infringement of its intellectual property generally. Proceedings to enforce GIO’s intellectual property rights in foreign jurisdictions could result in substantial costs and divert GIO’s efforts and attention from other aspects of its business, could put GIO’s intellectual property at risk of being invalidated or interpreted narrowly and could provoke third parties to assert claims against GIO. GIO may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful.

Many countries have compulsory licensing laws under which a patent owner may be compelled under specified circumstances to grant licenses to third parties. In addition, many countries limit the enforceability of intellectual property rights against government agencies or government contractors. In those countries, GIO may have limited remedies if intellectual property rights are infringed or if GIO is compelled to grant a license to a third party, which could materially diminish the value of that intellectual property. This could limit GIO’s potential revenue opportunities. Accordingly, GIO’s efforts to enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that GIO develops or licenses, which could adversely affect GIO’s business, financial condition, results of operations, and prospects.

Third parties may assert that GIO’s employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

GIO employs individuals who were previously employed at universities or other biopharmaceutical or cosmetics companies. Although GIO will try to ensure that its employees and any consultants it engages do not use the proprietary information or know-how of others in their work for GIO, GIO may be subject to claims that GIO or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. GIO may also be subject to claims that intellectual property rights and applications that GIO may file to protect inventions of GIO’s employees or consultants are rightfully owned by their former employers or other third parties. Litigation may be necessary to defend against these claims. If GIO fails in defending any such claims, in addition to paying monetary damages, GIO may lose valuable intellectual property rights or personnel. Even if GIO is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing would harm GIO’s business, financial condition, results of operations, and prospects.

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Risks Related to Other Legal Compliance Matters

If any of GIO’s Treatments are approved, an unfavorable reimbursement determination in any of the major markets could have a negative impact on GIO. Further, an unfavorable change in such regimes (e.g., price controls) could have a negative impact on GIO.

The regulations that govern marketing approvals, pricing, and reimbursement for new medicines or Treatments vary widely from country to country. In the U.S., recently enacted legislation may significantly change the approval requirements in ways that could involve additional costs and cause delays in obtaining approvals. Some countries require approval of the sale price of a product before it can be marketed. In many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets, pricing remains subject to continuing governmental control even after initial approval is granted. As a result, GIO might obtain marketing approval for a product in a particular country, but then be subject to price regulations that delay its commercial launch of the Treatment, possibly for lengthy time periods, and negatively impact the revenues GIO is able to generate from the sale of the product in that country. Adverse pricing limitations may hinder GIO’s ability to recoup its investment in one or more Treatments, even if any Treatments it may develop obtain marketing approval.

GIO’s ability to commercialize any product successfully also will depend in part on the extent to which reimbursement for these Treatments and related treatments will be available from government health administration authorities, private health insurers, and other organizations. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which Treatments they will pay for and establish reimbursement levels. A primary trend in the U.S. healthcare industry and elsewhere is cost containment. Government authorities and third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular procedures and Treatments.

Congress and the Biden administration have each indicated that it will continue to seek new legislative and/or administrative measures to control drug costs. Individual states in the U.S. have also increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

At the state level, legislatures have become increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical and biological product pricing. Some of these measures include price or patient reimbursement constraints, discounts, restrictions on certain product access, marketing cost disclosure and transparency measures, and, in some cases, measures designed to encourage importation from other countries and bulk purchasing. In addition, regional health care authorities and individual hospitals are increasingly using bidding procedures to determine what Treatments and which suppliers will be included in their health care programs. Also, increasingly, third-party payors are requiring that companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical Treatments. GIO cannot be sure that reimbursement will be available for any product that it commercializes and, if reimbursement is available, the level of reimbursement. Reimbursement may impact the demand for, or the price of, any Treatment for which GIO obtains marketing approval. If reimbursement is not available or is available only to limited levels, GIO may not be able to successfully commercialize any Treatment for which GIO obtains marketing approval.

There may be significant delays in obtaining reimbursement for newly approved Treatment, and coverage may be more limited than the purposes for which the product is approved by the FDA or similar regulatory authorities outside the U.S. Moreover, eligibility for reimbursement does not imply that any product will be paid for in all cases or at a rate that covers GIO’s costs, including research, development, manufacture, sale and distribution. Interim reimbursement levels for new Treatment, if applicable, may also not be sufficient to cover GIO’s costs and may not be made permanent. Reimbursement rates may vary according to the use of the product and the clinical setting in which it is used, may be based on reimbursement levels already set for lower cost Treatments and may be incorporated into existing payments for other services. Net prices for Treatments may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict imports of Treatments from countries where they may be sold at lower prices than in the U.S. Any such reductions could negatively impact GIO’s net product sales, if any of its Treatments are ever approved.

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Any Treatment for which GIO obtains marketing approval could be subject to restrictions or withdrawal from the market, and GIO may be subject to substantial penalties if it fails to comply with regulatory requirements or if it experiences unanticipated problems with its medicines, when and if any of them are approved.

The FDA and other regulatory agencies closely regulate the post approval marketing and promotion of Treatments to ensure that they are marketed only for the approved indications and in accordance with the provisions of the approved labeling. The FDA and other regulatory agencies impose stringent restrictions on manufacturers’ communications regarding off label use, and if GIO does not market its Treatments for their approved indications, it may be subject to enforcement action for off label marketing by the FDA and other federal and state enforcement agencies, including the Department of Justice. Violation of the Federal Food, Drug, and Cosmetic Act (“FDCA”) and other statutes, including the False Claims Act, relating to the promotion and advertising of Treatments may also lead to investigations or allegations of violations of federal and state healthcare fraud and abuse laws and state consumer protection laws.

In addition, later discovery of previously unknown problems with GIO’s Treatments, third-party manufacturers, or manufacturing processes, or failure to comply with regulatory requirements, may yield various results, including:

Any government investigation of alleged violations of law could require GIO to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit GIO’s ability to commercialize any Treatments it develops and adversely affect its business, financial condition, results of operations, and prospects.

Additionally, if any of GIO’s Treatments receives marketing approval, the FDA could require it to adopt a Risk Evaluation and Mitigation Strategy, to ensure that the benefits outweigh its risks, which may include, among other things, a product guide outlining the risks of the product for distribution to patients and a communication plan to healthcare practitioners. Furthermore, if GIO or others later identify undesirable side effects caused by any of its Treatments, several potentially significant negative consequences could result, including:

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GIO’s relationships with healthcare providers, including physicians, and third-party payors will be subject to applicable anti-kickback, fraud and abuse, anti-bribery and other healthcare laws and regulations, which could expose GIO to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

GIO’s future arrangements with healthcare providers, third-party payors and customers may expose GIO to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which GIO researches as well as markets, sells and distributes its Treatments for which GIO obtains marketing approval. Restrictions under applicable federal and state healthcare laws and regulations, including certain laws and regulations applicable only if GIO has marketed Treatments, include, but are not limited to, the following:

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Some state laws also require companies to comply with specific compliance standards, restrict financial interactions between companies and healthcare providers or require companies to report information related to payments to health care providers or marketing expenditures. Certain state laws also require the reporting of information related to product pricing. Further, certain state and local laws require the registration of sales representatives.

Efforts to ensure that GIO’s business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Given the breadth of the laws and regulations and evolving government interpretations of the laws and regulations, governmental authorities may possibly conclude that GIO’s business practices, including any of GIO’s future advisory board arrangements, if any, with physicians, some of whom could be compensated in the form of stock or stock options, may not comply with healthcare laws and regulations. If GIO’s operations are found to be in violation of any of the laws described above or any other government regulations that apply to GIO, GIO may be subject to significant penalties, including administrative, civil and criminal penalties, damages, fines, disgorgement, exclusion from participation in government health care programs, such as Medicare and Medicaid, imprisonment, integrity oversight and reporting obligations, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of GIO’s operations, any of which could adversely affect GIO’s business, financial condition, results of operations, and prospects.

The European Union has strict laws governing the provision of benefits or advantages to healthcare professionals in order to induce or encourage the, recommendation, endorsement, purchase, supply, order or use of Treatments. Such laws and associated codes of practice set out the rules and requirements that the provision of hospitality, sponsorship, gifts and promotional items must meet before they can be accepted by healthcare professionals. The provision of benefits or advantages to healthcare professionals is also governed by the national anti-bribery laws of European Union Member States. Infringement of these laws could result in substantial fines and imprisonment.

Payments made to healthcare professionals in certain European Union Member States may be publicly disclosed. Moreover, agreements with healthcare professionals often must be the subject of prior notification and approval by the healthcare professionals’ employer, his or her competent professional organization, and/or the regulatory authorities of the individual European Union Member States. These requirements are provided in the national laws, industry codes, or professional codes of conduct applicable in the European Union Member States. Failure to comply with these requirements could result in reputational risk, public reprimands, administrative penalties, fines or imprisonment.

Healthcare and other reform legislation, may increase the difficulty and cost for GIO and any collaborators GIO may have to obtain marketing approval of and commercialize its Treatments GIO may develop and affect the prices GIO, or they, may obtain.

In the United States and some foreign jurisdictions, there have been, and continue to be, ongoing efforts to implement legislative and regulatory changes regarding the healthcare system. Such changes could prevent or delay marketing approval of Treatments that GIO may develop, restrict or regulate post-approval activities and affect GIO’s ability to profitably sell any Treatments for which GIO obtains marketing approval. Although GIO cannot predict what healthcare or other reform efforts will be successful, such efforts may result in more rigorous coverage criteria, in additional downward pressure on the price that GIO, or GIO’s future collaborators, may receive for any approved Treatments or in other consequences that may adversely affect GIO’s ability to achieve or maintain profitability.

Within the United States, the federal government and individual states have aggressively pursued healthcare reform, as evidenced by the passing of the ACA and the ongoing efforts to modify or repeal that legislation. The ACA substantially changed the way healthcare is financed by both governmental and private insurers and contains a number of provisions that affect coverage and reimbursement of drug Treatments and/or that could potentially reduce the demand for Treatments. Other aspects of healthcare reform, such as expanded government enforcement authority and heightened standards that could increase compliance-related costs, could also affect GIO’s business. There are, and may continue to be, judicial challenges, including review by the United States

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Supreme Court. GIO cannot predict the ultimate content, timing or effect of any changes to the ACA or other federal and state reform efforts. There is no assurance that federal or state health care reform will not adversely affect GIO’s future business and financial results, and GIO cannot predict how future federal or state legislative, judicial or administrative changes relating to healthcare reform will affect GIO’s business.

Federal and state governments have shown significant interest in implementing cost-containment programs to limit the growth of government-paid healthcare costs, including price controls, waivers from Medicaid drug rebate law requirements, restrictions on reimbursement and requirements for substitution of generic drugs for branded prescription drugs. The private sector has also sought to control healthcare costs by limiting coverage or reimbursement or requiring discounts and rebates on Treatments. GIO is unable to predict what additional legislation, regulations or policies, if any, relating to the healthcare industry or third party coverage and reimbursement may be enacted in the future or what effect such legislation, regulations or policies would have on GIO’s business. Any cost containment measures could significantly decrease the available coverage and the price GIO might establish for its potential Treatments, which would have an adverse effect on GIO W’s net revenues and operating results.

Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for biotechnology Treatments. GIO cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or interpretations for biological Treatments will be changed, or what the impact of such changes on the marketing approvals of GIO’s Treatments, if any, may be. In addition, increased scrutiny by the U.S. Congress of the FDA’s approval and decision-making processes may significantly delay or prevent marketing approval, as well as subject GIO to more stringent product labeling and post-marketing testing and other requirements.

GIO’s employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.

GIO is exposed to the risk of fraud or other misconduct by GIO’s employees, consultants and commercial partners, and, if GIO commences clinical trials, GIO’s principal investigators. Misconduct by these parties could include intentional failures to comply with FDA regulations or the regulations applicable in the European Union and other jurisdictions, provide accurate information to the FDA, the EMA and other regulatory authorities, comply with healthcare fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to GIO. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Such misconduct also could involve the improper use of information obtained in the course of clinical trials or interactions with the FDA, the EMA or other regulatory authorities, which could result in regulatory sanctions and cause serious harm to GIO’s reputation. GIO plans to adopt a code of conduct applicable to all of GIO’s employees, but it is not always possible to identify and deter employee misconduct, and the precautions GIO will take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting GIO from government investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against GIO, and GIO is not successful in defending itself or asserting its rights, those actions could have a significant impact on GIO’s business, financial condition, results of operations and prospects, including the imposition of significant fines or other sanctions.

Laws and regulations governing any international operations GIO may have in the future may preclude GIO from developing, manufacturing and selling certain Treatments outside of the United States and require GIO to develop and implement costly compliance programs.

GIO may be subject to numerous laws and regulations in each jurisdiction outside the United States in which GIO may operate. The creation, implementation and maintenance of international business practices compliance programs is costly and such programs are difficult to enforce, particularly where reliance on third parties is required.

The Foreign Corrupt Practices Act (the “FCPA”), prohibits any U.S. individual or business from paying, offering, authorizing payment or offering of anything of value, directly or indirectly, to any foreign official, political party or candidate for the purpose of influencing any act or decision of the foreign entity in order to assist the individual or business in obtaining or retaining business. The FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting provisions requiring GIO to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls for international operations. The anti-

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bribery provisions of the FCPA are enforced primarily by the Department of Justice. The SEC is involved with enforcement of the books and records provisions of the FCPA.

Similarly, the U.K. Bribery Act 2010 has extra-territorial effect for companies and individuals having a connection with the United Kingdom. The U.K. Bribery Act prohibits inducements both to public officials and private individuals and organizations. Compliance with the FCPA and the U.K. Bribery Act is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition, the FCPA presents particular challenges in the pharmaceutical industry, because, in many countries, hospitals are operated by the government, and doctors and other hospital employees are considered foreign officials. Certain payments to hospitals in connection with clinical trials and other work have been deemed to be improper payments to government officials and have led to FCPA enforcement actions.

Various laws, regulations and executive orders also restrict the use and dissemination outside of the United States, or the sharing with certain non-U.S. nationals, of information classified for national security purposes, as well as certain Treatments and technical data relating to those Treatments. GIO’s expansion outside of the United States will require GIO to dedicate additional resources to comply with these laws, and these laws may preclude GIO from developing, manufacturing or selling certain Treatments outside of the United States, which could limit GIO’s growth potential and increase GIO’s development costs. The failure to comply with laws governing international business practices may result in substantial penalties, including suspension or debarment from government contracting. Violation of the FCPA can result in significant civil and criminal penalties. Indictment alone under the FCPA can lead to suspension of the right to do business with the U.S. government until the pending claims are resolved. Conviction of a violation of the FCPA can result in long-term disqualification as a government contractor. The termination of a government contract or relationship as a result of GIO’s failure to satisfy any of its obligations under laws governing international business practices would have a negative impact on GIO’s operations and harm GIO’s reputation and ability to procure government contracts. The SEC also may suspend or bar issuers from trading securities on U.S. exchanges for violations of the FCPA’s accounting provisions.

Compliance with global privacy and data security requirements could result in additional costs and liabilities to GIO or inhibit its ability to collect and process data globally, and the failure to comply with such requirements could subject it to significant fines and penalties, which may have a material adverse effect on its business, financial condition, or results of operations.

The regulatory framework for the collection, use, safeguarding, sharing, transfer, and other processing of information worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Globally, virtually every jurisdiction in which GIO will operate has established its own data security and privacy frameworks with which it must comply. For example, the collection, use, disclosure, transfer, or other processing of personal data regarding individuals in the European Union, including personal health data, is subject to the EU General Data Protection Regulation (the “GDPR”), which took effect across all member states of the European Economic Area (the “EEA”) in May 2018. The GDPR is wide-ranging in scope and imposes numerous requirements on companies that process personal data, including requirements relating to processing health and other sensitive data, obtaining consent of the individuals to whom the personal data relates, providing information to individuals regarding data processing activities, implementing safeguards to protect the security and confidentiality of personal data, providing notification of data breaches, and taking certain measures when engaging third-party processors. The GDPR increases GIO’s obligations with respect to clinical trials conducted in the EEA by expanding the definition of personal data to include coded data and requiring changes to informed consent practices and more detailed notices for clinical trial subjects and investigators. In addition, the GDPR imposes strict rules on the transfer of personal data to countries outside the European Union, including the United States, and, as a result, increases the scrutiny that clinical trial sites located in the EEA should apply to transfers of personal data from such sites to countries that are considered to lack an adequate level of data protection, such as the United States. The GDPR also permits data protection authorities to require destruction of improperly gathered or used personal information and/or impose substantial fines for violations of the GDPR, which can be up to four percent of global revenues or 20 million Euros, whichever is greater, and it also confers a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR provides that European Union member states may make their own further laws and regulations limiting the processing of personal data, including genetic, biometric or health data.

Similar actions are either in place or under way in the United States. There are a broad variety of data protection laws that may be applicable to GIO’s future activities, and a wide range of enforcement agencies at both the state and federal levels that can review companies for privacy and data security concerns based on general consumer protection laws. The Federal Trade Commission and state Attorneys General all are aggressive in reviewing privacy and data security protections for consumers. New laws also are being considered at both the state and federal levels. For example, the California Consumer Privacy Act-which went into effect on January 1, 2020-is creating similar risks and obligations as those created by GDPR, though the California Consumer Privacy Act does exempt certain information collected as part of a clinical trial subject to the Federal Policy for the Protection of Human Subjects (the

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