UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed with the Securities and Exchange Commission in a Current Report filed on Form 8-K on November 13, 2022, Parabellum Acquisition Corp. (the “Company”) entered into a Business Combination Agreement (the “Business Combination Agreement”), dated November 13, 2022, by and among the Company, EnOcean GmbH (“EnOcean”), Artemis Merger Sub Inc. (“Merger Sub”), and EnOcean Holdings B.V. (“Holdco”).
On April 28, 2023, EnOcean delivered to the Company a Termination Letter (the “Termination Letter”) pursuant to which EnOcean exercised its right to terminate the Business Combination Agreement. The Business Combination Agreement was thereby terminated.
| Item 8.01 | Other Events. |
On May 1, 2023, the Company issued a press release announcing that the Business Combination Agreement was terminated, and that accordingly, the Company’s sponsor, Parabellum Acquisition Partners, LLC (the “Sponsor”), has indicated that it will not fund the second monthly extension payment of $185,000 into the Trust Account, nor any future monthly extension payments pursuant to the terms of the Company’s amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation"), such that the period of time that the Company has to consummate a business combination will not be extended beyond April 30, 2023.
As a result, the Company will dissolve and liquidate its assets, and will redeem all of its outstanding shares of common stock that were included in the units issued to the public in its initial public offering, as the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release dated May 1, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
Dated: May 1, 2023
| By: | /s/ Narbeh Derhacobian | |
| Name: | Narbeh Derhacobian | |
| Title: | Chief Executive Officer and Chairman |