UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*



Parabellum Acquisition Corp.

(Name of Issuer)

 

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

 

69901P109

(CUSIP Number)

 

 

December 31, 2022
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

CUSIP No.  69901P109
 SCHEDULE 13G
Page 2 of 6 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Fir Tree Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
200,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
200,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
200,000
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.22%
12
TYPE OF REPORTING PERSON
 
IA

 
 

 

CUSIP No. 69901P109
 SCHEDULE 13G
Page 3 of 6 Pages

 

Item 1.(a) Name of Issuer

Parabellum Acquisition Corp.

Item 1.(b) Address of Issuer’s Principal Executive Offices

3811 Turtle Creek Blvd., Suite 2125

Dallas, TX 75219

Item 2.(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:

Fir Tree Capital Management LP a Delaware limited partnership, located at 500 5th Avenue, 9th Floor, New York, New York 10110

  

Item 2.(d) Title of Class of Securities

Class A common stock, par value $0.0001 per share (the “Common Stock”)

 

Item 2.(e) CUSIP No.:

69901P109

 

CUSIP No.  69901P109
 SCHEDULE 13G
Page 4 of 6 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 69901P109
 SCHEDULE 13G
Page 5 of 6 Pages

 

 

Item 4. Ownership

Information with respect to the Reporting Person’s ownership of the Common Stock as of December 31, 2022, is incorporated by reference to items (5) - (9) and (11) of the cover page for the Reporting Person.

The amount beneficially owned by the Reporting Person is determined based on 2,432,974 shares of Common Stock outstanding as of November 21, 2022, as the Issuer reported in its Form 10-Q filed on November 21, 2022 and the 8-K/A filed with the SEC on January 10, 2023.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 69901P109
 SCHEDULE 13G
Page 6 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2023

 

 

 

 

Fir Tree Capital Management LP

       
  By:  /s/ Brian Meyer
    Brian Meyer, General Counsel
       
       

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