Item 8.01 Other Events
As previously disclosed in Current Reports on Form 8-K filed with the U.S.
Securities and Exchange Commission (the "SEC") on November 14, 2022,
December 12, 2022, and January 11, 2023, respectively, Parabellum Acquisition
Corp. ("Parabellum") filed and subsequently revised an investor presentation in
connection with its announcement of the Business Combination Agreement, dated
November 13, 2022, by and among Parabellum, EnOcean GmbH ("EnOcean"), EnOcean
Holdings, B.V. ("Holdco"), and Artemis Merger Sub, Inc. (the agreement, the
"Business Combination Agreement" and the transactions contemplated by the
Business Combination Agreement, the "Business Combination").
Filed as Exhibit 99.1 hereto is a revised version of the investor presentation
that Parabellum and EnOcean have prepared for use in connection with the
Business Combination Agreement. This revised investor presentation amends and
restates the investor presentation filed as Exhibit 99.1 to the Current Report
on Form 8-K filed by Parabellum with the SEC on January 11, 2023.
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 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 and the Annual Report on Form 10-K filed
with the SEC on April 15, 2022. 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
listing standards of the NYSE or any other national stock exchange; 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
99.1 Investor Presentation, dated January 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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