Item 1.01 Entry Into a Material Definitive Agreement.
In connection with the previously announced Business Combination Agreement (the
"BCA"), dated November 13, 2022, by and among Parabellum Acquisition Corp.
("Parabellum"), EnOcean GmbH ("EnOcean"), EnOcean Holdings, B.V. ("Holdco"), and
Artemis Merger Sub, Inc. ("Merger Sub"), on December 20, 2022, the shareholders
of EnOcean (who will receive Holdco's equity) prior to the closing of the
transactions contemplated by the BCA (the "Business Combination") holding
together more than 95% of the shares in EnOcean (each a "Shareholder") entered
into an irrevocable shareholder undertaking (the "Shareholder Undertaking") by
and among Parabellum, EnOcean, Holdco and each Shareholder. Pursuant to the
Shareholder Undertaking, each Shareholder who is a party to the Shareholder
Undertaking (i) granted one or more powers of attorney permitting and directing
the respective authorized persons identified in such powers of attorney and the
proxyholders under such power(s) of attorney to execute the documents relating
to the Business Combination to which any Shareholder is or will be a party
(including Dutch deeds of issue and German share transfer deeds, among other
documents), (ii) undertook to take all necessary or desirable actions in
connection with the transactions contemplated by the BCA and other transaction
documents (including to fully support and implement the pre-closing transactions
necessary for the closing of the Business Combination), (iii) transfers to
Holdco (who accepts such transfer) any and all shares of EnOcean the respective
Shareholder holds now or at the time of the closing of the Business Combination
subject to the sole condition precedent that the Dutch deed of issue for such
Shareholder has been notarized, and (iv) agreed to certain covenants to support
the transactions contemplated by the BCA and other transaction documents
(including restrictions on the sale, disposition or transfer of the
Shareholders' holdings in EnOcean, subject to specified exceptions), in each
case, on the terms and subject to the conditions set forth in the Shareholders'
Undertakings.
A copy of the Shareholder Undertaking is filed with this Current Report on
Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the
foregoing description is qualified in its entirety by reference thereto to the
full text of the Shareholder Undertaking.
Additional Information and Where to Find It
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 Class A
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 of Parabellum 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 Combination
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.
(d) Exhibits:
Exhibit Description
10.1 Shareholder Undertaking, dated December 20, 2022 (portion of this
exhibit is redacted)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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