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
December 12, 2022
Date of Report (date of earliest event reported)
Parabellum Acquisition Corp.
(Exact name of Registrant as specified in its charter)
| Delaware | | 001-40845 | | 86-2219674 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
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):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbols | | Name of each exchange on which registered |
| Units, each consisting of one share of Class A common stock, $0.0001 par value, and three-quarters of one redeemable warrant | | PRBM.U | | The New York Stock Exchange |
| Shares of Class A common stock, $0.0001 par value | | PRBM | | The New York Stock Exchange |
| Redeemable warrants, each full warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | | PRBM.WS | | The New York Stock Exchange |
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 8.01 Other Events
As previously disclosed on November 14, 2022, Parabellum Acquisition Corp. (“Parabellum”) filed 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., and Artemis Merger Sub, Inc. (the agreement, the “Business Combination Agreement”).
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 the investor presentation, filed as Exhibit 99.1 to the Form 8-K filed by Parabellum on November 14, 2022, to provide financial information for EnOcean.
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.
| Dated: December 12, 2022 | PARABELLUM ACQUISITION CORP. |
| | | |
| | By: | /s/ Narbeh Derhacobian |
| | Name: | Narbeh Derhacobian |
| | Title: | Chief Executive Officer and Chairman |
