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.
