SEC Form 425 filed by Parabellum Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

March 9, 2023

Date of Report (date of earliest event reported)

Parabellum Acquisition Corp.

(Exact name of Registrant as specified in its charter)

3811 Turtle Creek Blvd., Suite 2125

Dallas, TX 75219

(Address of principal executive offices)

(972) 591-8349

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed with the Securities and Exchange Commission (“SEC”) on Form 8-K on November 14, 2022, Parabellum Acquisition Corp. (“Parabellum”) entered into a Business Combination Agreement (the “Business Combination Agreement,” and such transaction, the “Business Combination”), dated as of November 13, 2022, with EnOcean GmbH (“EnOcean”), EnOcean Holdings, B.V. (“Holdco”), and Artemis Merger Sub, Inc., a wholly-owned subsidiary of Parabellum (“Merger Sub”). The surviving company upon the closing of the Business Combination Agreement (the “Closing”) will be named EnOcean Holdings, N.V. (“EnOcean Holdings”).

On March 9, 2023, Parabellum, EnOcean, Holdco and Merger Sub amended the following sections of the Business Combination Agreement, effective as of the date thereof:

Section 9.01(i) of the Business Combination Agreement is hereby amended and restated as follows:

“Minimum Proceeds. The aggregate cash proceeds received by Parabellum or any of its affiliates from the Trust Account in connection with the Transactions (after for the avoidance of doubt, giving effect to the Parabellum Share Redemption) and the transactions contemplated in the PIPE Subscription Agreements shall be equal to or greater $25,000,000.”

Section 10.01(j) of the Business Combination Agreement is hereby amended and restated as follows:

“by either the Company or Parabellum after April 29, 2023, if (x) on or prior to April 22, 2023, Parabellum fails to deliver PIPE Subscription Agreements and non-redemption agreements which provide for aggregate funds of at least $25,000,000, which shall be available to Holdco in immediately available funds immediately prior to the Closing or (y) the Company Shareholders who are parties to the Voting and Shareholder Support Agreement have not, on or prior to April 29, 2023, reaffirmed their obligations pursuant to the Voting and Shareholder Support Agreement after delivery by Parabellum of PIPE Subscription Agreements and non-redemption agreements which provide for aggregate funds of at least $25,000,000.”

Item 8.01 Other Events

On March 15, 2023, Parabellum issued a press release announcing that it has received indications of interest for approximately $14 million of a targeted financing in connection with the transactions contemplated by the Business Combination Agreement, pursuant to which the proposed investors would purchase ordinary shares of EnOcean Holdings. A form term sheet for such financing is attached to the press release.

A copy of the press release is furnished hereto as Exhibit 99.1.

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 (“F-4 Registration Statement”), 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:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

PARABELLUM ACQUISITION CORP. NOTES APPROXIMATELY $14 MILLION OF

INDICATIONS OF INTEREST AND TERM SHEET FOR FINANCING OF

ITS BUSINESS COMBINATION WITH ENOCEAN GMBH

March 15, 2023 – Dallas, TX – Parabellum Acquisition Corp. (OTC:PRBM and PRBMW) today noted that it has received indications of interest for approximately $14 million of a targeted $25-30 million financing for its previously announced business combination with EnOcean GmbH. Upon closing of the transaction, the combined company will be named EnOcean Holdings, N.V. and is expected to be listed on a national exchange and trade under the new ticker symbol “SIOT”, or Sustainable IoT.

The terms of the proposed financing, that remains subject to approval by EnOcean GmbH, include the option to purchase 1.84 shares from an incentive pool (that will be established to consist of a combination of merger consideration shares that will be issued to the holders of EnOcean GmbH and existing sponsor shares) for each share of EnOcean Holdings, N.V. that is purchased in a PIPE financing at $9.20 per share or each share that is currently owned in Parabellum Acquisition Corp. that is made subject to a non-redemption agreement at the time of the closing of the business combination. The resulting effective cost basis of the investment at $9.20 per share will be approximately $3.24 per share. This summary of the terms of the financing is not meant to be complete. Please see the complete term sheet at the end of this release for additional details on the proposed terms.

Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, are available a Current Report on Form 8-K to be filed by Parabellum with the Securities and Exchange Commission (“SEC”) and on Parabellum’s website at www.parabellumac.com, EnOcean’s website at www.enocean.com, and at the SEC’s website at www.sec.gov.

About EnOcean

EnOcean GmbH is the pioneer of energy harvesting. Headquartered in Oberhaching, near Munich, with its subsidiary in Salt Lake City, UT, the company delivers valuable data for the Internet of Things (IoT) with its resource-saving technology. For more than 20 years, EnOcean has been producing maintenance-free wireless switches and sensors, which gain their energy from the surroundings – from movement, light or temperature. The combination of miniaturized energy converters, ultra-low power electronics and robust radio technology based on open standards (EnOcean, Zigbee and Bluetooth^®) forms the foundation for digitized buildings, services and production processes in the IoT. The self-powered solutions are used in building automation, smart homes, LED lighting control and industrial applications. As an innovation driver, EnOcean is a strong partner for more than 350 leading product manufacturers and has already completed more than a million buildings worldwide with energy harvesting solutions. For more information, please visit www.enocean.com/edge.

About Parabellum Acquisition Corp.

Parabellum is a blank-check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company focus is on businesses that have unique proprietary technologies and business models and are actively engaged in the Internet of Things (“IoT”) transformation in a variety of segments such as consumer, industrial, automotive, medical and others. Visit www.parabellumac.com for more information.

Additional Information

This communication is being made in respect of the proposed transaction involving EnOcean GmbH, a 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 (“Holdco”), Artemis Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdco, and Parabellum Acquisition Corp., a Delaware corporation (“Parabellum”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed transaction, EnOcean Holdings B.V. will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 that will include a proxy statement of Parabellum in connection with Parabellum’s solicitation of proxies for the vote by Parabellum’s shareholders with respect to the proposed transaction and other matters as may be described in the registration statement. EnOcean and Parabellum also plan to file other documents with the SEC regarding the proposed transaction and a proxy statement/prospectus will be mailed to holders of shares of Parabellum’s Class A Common Stock. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement/prospectus, as well as other filings containing information about EnOcean and Parabellum will be available without charge at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, when available, without charge, from EnOcean’s website at www.enocean.com. Copies of the proxy statement/prospectus can be obtained, when available, without charge, from Parabellum’s website at www.parabellumac.com.

Participants in the Solicitations

EnOcean, EnOcean Holdings B.V., Parabellum and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Parabellum’s stockholders in connection with the proposed transaction. You can find more information about Parabellum’s directors and executive officers in Parabellum’s final prospectus dated September 27, 2021 and filed with the SEC on September 29, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.

Forward-Looking Statements

Certain statements included in this communication that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect, “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, including the proposed financing, the plans, objections, expectations, and intentions of EnOcean and Parabellum, the expected timing of completion of the transaction, and other statements that are not historical facts. These statements are based on information available to EnOcean and Parabellum as of the date hereof and neither EnOcean nor Parabellum is under any duty to update any of the forward-looking statements after the date of this Presentation to conform these statements to actual results. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the respective management of EnOcean and Parabellum as of the date hereof 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 should not be relied on by an investor or others 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. Many actual events and circumstances are beyond the control of EnOcean and Parabellum. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, changes in domestic and foreign business, market, financial, political, and legal conditions; the approval of the financing by EnOcean GmbH, 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 our prospectus/proxy 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; 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; and those factors discussed in Parabellum’s final prospectus dated September 29, 2021, under the heading “Risk Factors,” and other documents Parabellum has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Parabellum nor EnOcean presently know, or that Parabellum or EnOcean currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, the forward-looking statements reflect Parabellum’s and EnOcean’s expectations, plans, or forecasts of future events and views as of the date of this communication. Parabellum and EnOcean anticipate that subsequent events and developments will cause Parabellum’s and EnOcean’s assessments to change. However, while Parabellum and EnOcean may elect to update these forward-looking statements at some point in the future, Parabellum and EnOcean specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as a representation of Parabellum’s and EnOcean’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

TERM SHEET

ENOCEAN N.V.

COMMON STOCK FINANCING SUMMARY OF TERMS AND CONDITIONS

This Summary of Terms and Conditions is non-binding and summarizes the principal terms of a proposed financing of EnOcean N.V. (the “Issuer”) with regards to its considered business combination with Parabellum Acquisition Corp. (OTC:PRBM, OTC:PRBMW) (the “Business Combination”), and the related exchange of shares of EnOcean GmbH (the “Exchange”) into Ordinary Shares (the “Ordinary Shares”) of the Issuer immediately prior to the closing of the Business Combination (the “Closing”). No legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation that is satisfactory to the investors (the “Investors”). Based on the results of such reviews, the terms below may be adjusted. This Term Sheet, and all investment documents, shall be governed in all respects by the laws of the State of Delaware.