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.
