Item 1.01 Entry into a Material Definitive Agreement.
On December 14, 2022, Parabellum Acquisition Corp. (the "Company" or
"Parabellum") issued a convertible unsecured promissory note (the "Working
Capital Note") in the principal amount of $350,000 to Parabellum Acquisition
Partners, LLC, a Delaware limited liability company (the "Sponsor"). The Company
issued the Working Capital Note in consideration for a loan from the Sponsor to
fund the Company's working capital requirements. Up to $1.5 million of the loans
may be settled in whole warrants to purchase Class A common stock of the Company
at a conversion price equal to $1.00 per warrant. The loans will not bear any
interest, and will be repayable by the Company to the Sponsor upon the earlier
of the date by which the Company consummates its initial business combination or
the date that the winding up of the Company is effective. The Working Capital
Note is convertible at the Sponsor's election and upon the consummation of our
initial business combination. Upon such election, the convertible note will
convert, at a price of $1.00 per warrant, into warrants identical to the private
placement warrants issued in connection with the Company's initial public
offering.
The foregoing description of the Working Capital Note does not purport to be
complete and is qualified in its entirety by the terms and conditions of the
Working Capital Note, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03 to the extent required herein. The
maturity date of the Working Capital Note may be accelerated upon the occurrence
of an Event of Default (as defined therein). Any outstanding principal under the
Working Capital Note may be prepaid at any time by the Company, at its election
and without penalty; provided, however, that the Sponsor shall have a right to
first convert such principal balance as described in Section 3 of the Working
Capital Note upon notice of such prepayment.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02. An aggregate of 350,000 private
placement-equivalent warrants of the Company would be issued if the entire
principal balance of the Working Capital Note is converted. The warrants that
may be issued pursuant to the Working Capital Note will not be registered under
the Securities Act of 1933, as amended (the "Securities Act"), and will be
issued in reliance on the exemption from registration requirements thereof
provided by Section 4(a)(2) of the Securities Act. Each warrant will entitle the
holder thereof to purchase one share of Class A common stock of the Company at
an exercise price of $11.50 per share, subject to certain adjustments. Such
warrants will be identical to the warrants sold as part of the units sold in the
Company's initial public offering except that, so long as they are held by the
Sponsor or its permitted transferees, (i) they will not be redeemable by the
Company, (ii) they (including the Class A common stock issuable upon exercise of
these warrants) may not, subject to certain limited exceptions, be transferred,
assigned or sold by the sponsor until 30 days after the completion of the
initial business combination and (iii) they may be exercised by the holders on a
cashless basis.
Additional Information and Where to Find It
Parabellum executed a Business Combination Agreement (the "Business Combination
Agreement"), dated as of November 13, 2022, with EnOcean GmbH, a German private
limited company incorporated under the laws of Germany ("EnOcean"), EnOcean
Holdings B.V., a private company with limited liability incorporated under the
Laws of the Netherlands and formed by certain shareholders of EnOcean ("Holdco")
and Artemis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of Holdco ("Merger Sub") (the transactions contemplated by the Business
Combination Agreement, the "Business Combination").
In connection with the proposed Business Combination, Holdco intends to file
with the SEC a registration statement on Form F-4, which will include a
preliminary proxy statement to be distributed to holders of Parabellum's common
stock in connection with Parabellum's solicitation of proxies for the vote by
Parabellum's stockholders with respect to the Business Combination and other
matters as described in the F-4 Registration Statement and a prospectus relating
to the offer of the securities to be issued to Parabellum's stockholders in
connection with the Business Combination. After the F-4 Registration Statement
has been filed and declared effective, Parabellum will mail a definitive proxy
statement/prospectus, when available, to its stockholders. Investors and
security holders and other interested parties are urged to read the proxy
statement/prospectus, any amendments thereto and any other documents filed with
the SEC carefully and in their entirety when they become available because they
will contain important information about Parabellum, EnOcean and the Business
Combination.
Stockholders may also obtain a copy of the preliminary or definitive proxy
statement/prospectus, once available, as well as other documents filed with the
SEC, without charge, at the SEC's website located at www.sec.gov or by directing
a request to Parabellum Acquisition Corp., 3811 Turtle Creek Blvd., Suite 2125,
Dallas, Texas, or by telephone at (972) 591-8349.
Participants in the Solicitation
EnOcean and Parabellum and their respective directors and executive officers and
other persons may be deemed to be participants in the solicitations of proxies
from Parabellum's stockholders in respect of the proposed business combinations
and related transactions. Information regarding Parabellum's directors and
executive officers is available in its final prospectus filed with the SEC under
Rule 424(b)(4) on September 29, 2021. Additional information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests will be contained in the preliminary and definitive proxy
statements/prospectus related to the proposed business combinations and related
transactions when it becomes available, and which can be obtained free of charge
from the sources indicated above.
Forward-Looking Statements:
This Current Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements regarding the
proposed business combination and other transactions described herein and the
expected timing of completion thereof, Parabellum, and Parabellum's management
team's expectations, hopes, beliefs, intentions, plans, prospects or strategies
thereto and the future business plans of EnOcean and Parabellum. Any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. 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. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. The forward-looking statements contained in
this Current Report are based on Parabellum's current expectations and beliefs
of the management of Parabellum and/or EnOcean in light of their respective
experience and their perception of historical trends, current conditions and
expected future developments and their potential effects on EnOcean and
Parabellum as well as other factors they believe are appropriate in the
circumstances. There can be no assurance that future developments affecting
EnOcean or Parabellum will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the control of the parties) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements, including, but not limited to,
changes in domestic and foreign business, market, financial, political, and
legal conditions; the inability of the parties to successfully or timely
consummate the proposed transaction, including the risk that any regulatory
approvals or the SEC's declaration of the effectiveness of the F-4 Registration
Statement are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected
benefits of the proposed transaction or that the approval of the requisite
equity holders of Parabellum is not obtained; the ability of Holdco to meet NYSE
listing standards; failure to realize the anticipated benefits of the proposed
transaction; risks relating to the uncertainty of the projected financial
information with respect to EnOcean; risks related to the rollout of EnOcean's
business and the timing of expected business milestones; the effects of
competition on EnOcean's business; the amount of redemption requests made by
Parabellum's stockholders; the ability of Parabellum or EnOcean to issue equity
or equity-linked securities or obtain debt financing in connection with the
proposed transaction or in the future; whether EnOcean will have sufficient
capital upon the approval of the transactions to operate as anticipated. Should
one or more of these risks or uncertainties materialize, or should any of
Parabellum's assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. Additional
factors that could cause actual results to differ are discussed under the
heading "Risk Factors" and in other sections of Parabellum's filings with the
SEC, and in Parabellum's current and periodic reports filed or furnished from
time to time with the SEC. All forward-looking statements in this Current Report
are made as of the date hereof, based on information available to Parabellum
and/or EnOcean as of the date hereof, and Parabellum and/or EnOcean assumes no
obligation to update any forward-looking statement, whether as a result of new
information, future events or otherwise, except as may be required under
applicable securities laws.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Business
Combination. This Current Report shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number
10.1 Promissory Note for Working Capital
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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