Parabellum Acquisition Corp. (“Parabellum” or the “Company”) (NYSE:
PRBM.U; PRBM; PRBM.WS), a blank check company, also commonly
referred to as a special purpose acquisition company, or SPAC,
formed for the purpose of entering into a merger, capital stock
exchange, asset acquisition, stock purchase reorganization or
similar business combination with one or more businesses or
entities, today announced that its stockholders approved a change
of the extension terms of the combination period by the end of
which it has to consummate a business combination, allowing the
Company to extend such date six (6) times for an additional one (1)
month each time, from March 30, 2023 to September 30, 2023 (the
date which is 24 months from the closing date of Parabellum’s
initial public offering) (the extension, the “Extension”) by
depositing $185,000 into the Trust Account for each one month
extension.
As previously reported, on November 13, 2022, the Company
entered into a Business Combination Agreement (“BCA”) with
EnOcean GmbH (“EnOcean”) pursuant to which the Company and EnOcean,
as a result of a merger, share exchange and other transactions set
forth in the BCA, would become subsidiaries of EnOcean Holdings,
B.V. (“Holdco”), which will then change the name to EnOcean
Holdings, N.V. and become a public company. EnOcean is the pioneer
of energy harvesting and delivers valuable data for the Internet of
Things (IoT) with its resource-saving technology. The transactions
set forth in the BCA would constitute a business
combination.
About Parabellum Acquisition Corp.
Parabellum is a blank-check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. The Company focus is on
businesses that have unique proprietary technologies and business
models and are actively engaged in the Internet of Things (“IoT”)
transformation in a variety of segments such as consumer,
industrial, automotive, medical and others.
Visit www.parabellumac.com for more information.
Additional Information
This communication is being made in respect of
the proposed transaction involving EnOcean GmbH, a private limited
company incorporated under the Laws of Germany (“EnOcean”), EnOcean
Holdings B.V., a private company with limited liability
incorporated under the Laws of the Netherlands (“Holdco”), Artemis
Merger Sub Inc., a Delaware corporation and wholly owned subsidiary
of Holdco, and Parabellum Acquisition Corp., a Delaware corporation
(“Parabellum”). This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. In connection with
the proposed transaction, EnOcean Holdings B.V. will file with the
Securities and Exchange Commission (“SEC”) a registration statement
on Form F-4 that will include a proxy statement of Parabellum in
connection with Parabellum’s solicitation of proxies for the vote
by Parabellum’s shareholders with respect to the proposed
transaction and other matters as may be described in the
registration statement. EnOcean and Parabellum also plan to file
other documents with the SEC regarding the proposed transaction and
a proxy statement/prospectus will be mailed to holders of shares of
Parabellum’s Class A Common Stock. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM F-4 AND
THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy
statement/prospectus, as well as other filings containing
information about EnOcean and Parabellum will be available without
charge at the SEC’s Internet site (http://www.sec.gov). Copies of
the proxy statement/prospectus can also be obtained, when
available, without charge, from EnOcean’s website
at www.enocean.com. Copies of the preliminary or definitive
statement, as well as other documents filed with the SEC by
Parabellum can be obtained, without charge, from Parabellum’s
website at the SEC’s website located at www.sec.gov or
at www.parabellumac.com.
Participants in the
Solicitations
EnOcean, EnOcean Holdings B.V., Parabellum and
certain of their respective directors, executive officers and other
members of management and employees may, under SEC rules, be deemed
to be participants in the solicitation of proxies from Parabellum’s
stockholders in connection with the proposed transaction. You can
find more information about Parabellum’s directors and executive
officers in Parabellum’s final prospectus dated September 27, 2021
and filed with the SEC on September 29, 2021. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of section 10 of the Securities Act, or an
exemption therefrom.
Forward-Looking Statements
Certain statements included in this
communication that are not historical facts are forward-looking
statements. Forward-looking statements generally are accompanied by
words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect, “should,” “would,” “plan,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, certain
plans, expectations, goals, projections, and statements about the
benefits of the proposed transaction, the plans, objections,
expectations, and intentions of EnOcean and Parabellum, the
expected timing of completion of the transaction, and other
statements that are not historical facts. These statements are
based on information available to EnOcean and Parabellum as of the
date hereof and neither EnOcean nor Parabellum is under any duty to
update any of the forward-looking statements after the date of this
Presentation to conform these statements to actual results. These
statements are based on various assumptions, whether or not
identified in this communication, and on the current expectations
of the respective management of EnOcean and Parabellum as of the
date hereof and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as and should not be relied on
by an investor or others as, a guarantee, an assurance, a
prediction, or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of EnOcean and Parabellum.
These forward-looking statements are subject to a number of risks
and uncertainties, 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 our prospectus/proxy 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; 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; and those factors discussed in
Parabellum’s final prospectus dated September 29, 2021, under the
heading “Risk Factors,” and other documents Parabellum has filed,
or will file, with the SEC. If any of these risks materialize or
our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that neither Parabellum
nor EnOcean presently know, or that Parabellum or EnOcean currently
believe are immaterial, that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, the forward-looking statements reflect Parabellum’s and
EnOcean’s expectations, plans, or forecasts of future events and
views as of the date of this communication. Parabellum and EnOcean
anticipate that subsequent events and developments will cause
Parabellum’s and EnOcean’s assessments to change. However, while
Parabellum and EnOcean may elect to update these forward-looking
statements at some point in the future, Parabellum and EnOcean
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as a
representation of Parabellum’s and EnOcean’s assessments as of any
date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
Contact: info@parabellumac.com
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