Statistik Asas
| CIK | 1848165 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Parabellum Acquisition Corp. U Units, each consisting of one share of Class A common stock and three-quarters of one redeemable warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Parabellum Acquisition Corp. (Name of Issuer) Class A common stock , $0.0001 par value (Title of Class of Securities) 69901P208** (CUSIP Num |
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| February 14, 2024 |
PRBM / Parabellum Acquisition Corp - Class A / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-prbm123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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, 2023 (Date of Event Which Requires Filing of this Sta |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PARABELLUM ACQUISITION CORP. (Name of Issuer) Class A Common stock, par value $0.0001 (Title of Class of Securities) 69901P109 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 5, 2024 |
SC 13G/A 1 p24-0523sc13ga.htm PARABELLUM ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Parabellum Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 69901P109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St |
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| January 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Parabellum Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 69901P208 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PARABELLUM ACQUISITION CORP. (Name of Issuer) Class A Common stock, par value $0.0001 (Title of Class of Securities) 69901P109 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| July 10, 2023 |
PRBM / Parabellum Acquisition Corp - Class A / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| May 1, 2023 |
Exhibit 99.1 Parabellum Announces Termination of Business Combination with EnOcean GmbH and Liquidation and Redemption of Public Shares Dallas, Texas – May 1, 2023 – Parabellum Acquisition Corp. (OTC:PRBM, PRBM.U and PRBM.WS), a publicly traded special purpose acquisition company, announced today that the Business Combination Agreement, dated November 13, 2022, and previously entered into with EnO |
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| May 1, 2023 |
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 April 28, 2023 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 organi |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40845 CUSIP Number: 69901P 208 69901P 109 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on F |
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| March 30, 2023 |
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 March 30, 2023 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 organi |
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| March 30, 2023 |
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 March 30, 2023 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 organi |
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| March 30, 2023 |
Parabellum Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Exhibit 99.1 Parabellum Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Dallas, TX, March 30, 2023. Parabellum Acquisition Corp. (“Parabellum”, the “Company”), a special purpose acquisition company, announced today that it deposited the first monthly extension payment of $185,000 into the Company’s Trust Account, thereby extending the business combination period until April 30, 202 |
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| March 30, 2023 |
Parabellum Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Exhibit 99.1 Parabellum Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Dallas, TX, March 30, 2023. Parabellum Acquisition Corp. (“Parabellum”, the “Company”), a special purpose acquisition company, announced today that it deposited the first monthly extension payment of $185,000 into the Company’s Trust Account, thereby extending the business combination period until April 30, 202 |
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| March 20, 2023 |
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 March 20, 2023 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 organi |
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| March 20, 2023 |
Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, Occupancy & Sustainability Solutions Date: March 2023 © EnOcean 2023 | Sustainable IoT 2 About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the prop |
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| March 20, 2023 |
Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, Occupancy & Sustainability Solutions Date: March 2023 © EnOcean 2023 | Sustainable IoT 2 About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the prop |
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| March 20, 2023 |
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 March 20, 2023 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 organi |
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| March 15, 2023 |
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 March 9, 2023 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 organiz |
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| March 15, 2023 |
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 March 9, 2023 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 organiz |
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| March 15, 2023 |
Exhibit 99.1 PARABELLUM ACQUISITION CORP. NOTES APPROXIMATELY $14 MILLION OF INDICATIONS OF INTEREST AND TERM SHEET FOR FINANCING OF ITS BUSINESS COMBINATION WITH ENOCEAN GMBH March 15, 2023 – Dallas, TX – Parabellum Acquisition Corp. (OTC:PRBM and PRBMW) today noted that it has received indications of interest for approximately $14 million of a targeted $25-30 million financing for its previously |
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| February 16, 2023 |
EX-99.1 2 prbmex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regula |
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| February 16, 2023 |
Financial Statements and Exhibits, Other Events 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 February 16, 2023 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 org |
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| February 16, 2023 |
tm237082d1ex99-1img Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, Occupancy & Sustainability Solutions Date: February 2023 © EnOcean 2023 | Sustainable IoT 2 About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation w |
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| February 16, 2023 |
PRBM / Parabellum Acquisition Corp - Class A / Meteora Capital, LLC - SC 13G Passive Investment SC 13G 1 prbm13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 (Title of Class of Securities) 69901P 109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the |
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| February 16, 2023 |
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 February 16, 2023 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 org |
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| February 16, 2023 |
Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, Occupancy & Sustainability Solutions Date: February 2023 © EnOcean 2023 | Sustainable IoT 2 About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the p |
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| February 15, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Units (each consisting of one share of Class A Common Stock and three-quarters of one redeemable warrant), Class A Common Stock, and Redeemable Warrants (each exercisable for one share of Common Stock at an exercise price of $11. |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Parabellum Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 69901P208 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check |
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| February 14, 2023 |
PRBM / Parabellum Acquisition Corp - Class A / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G 1 firtree-prbm123122.htm 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) |
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| February 14, 2023 |
PRBM / Parabellum Acquisition Corp - Class A / Shaolin Capital Management LLC Passive Investment SC 13G 1 prbm.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Parabellum Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 69901P109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| February 13, 2023 |
SC 13G/A 1 parabellum210234sc13ga1.htm AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Parabellum Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 69901P208 (CUSIP Number) December 31, 2022 (Date of Event Which Requires |
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| February 10, 2023 |
PRBM / Parabellum Acquisition Corp - Class A / Owl Creek Asset Management, L.P. Passive Investment SC 13G 1 p23-0528sc13g.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Parabellum Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 69901P109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| January 31, 2023 |
Parabellum Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Exhibit 99.1 Parabellum Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Dallas, TX, January 31, 2023. Parabellum Acquisition Corp. (“Parabellum”), a special purpose acquisition company, announced today that it had been informed that the New York Stock Exchange (the “NYSE”) had, effective as of approximately 4:00 p.m. Eastern Time on January 31, 2023, suspending trading with respect |
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| January 31, 2023 |
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 January 31, 2023 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 orga |
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| January 31, 2023 |
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 January 31, 2023 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 orga |
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| January 31, 2023 |
Parabellum Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Exhibit 99.1 Parabellum Acquisition Corp. To Transfer Listing to OTC Markets Group Inc. Dallas, TX, January 31, 2023. Parabellum Acquisition Corp. (“Parabellum”), a special purpose acquisition company, announced today that it had been informed that the New York Stock Exchange (the “NYSE”) had, effective as of approximately 4:00 p.m. Eastern Time on January 31, 2023, suspending trading with respect |
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| January 19, 2023 |
Financial Statements and Exhibits, Other Events 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 January 19, 2023 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 orga |
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| January 19, 2023 |
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 January 19, 2023 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 orga |
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| January 19, 2023 |
Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, OccupancyyFE & SustainabilityyFE Solutions Date: JanuaryyFN=E 2023 © yEnOcean 2023 | Sustainable IoT 2 About this Presentation This investor presentation (this “ Presentation ”) is provided for informational purposes onlyyFE and has been prepared to assist interested parties in making their own evaluation with |
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| January 19, 2023 |
Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, OccupancyyFE & SustainabilityyFE Solutions Date: JanuaryyFN=E 2023 © yEnOcean 2023 | Sustainable IoT 2 About this Presentation This investor presentation (this “ Presentation ”) is provided for informational purposes onlyyFE and has been prepared to assist interested parties in making their own evaluation with |
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| January 11, 2023 |
Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, OccupancyyFE & SustainabilityyFE Solutions Date: JanuaryyFN=E 2023 © yEnOcean 2022 | Sustainable IoT 2 About this Presentation This investor presentation (this “ Presentation ”) is provided for informational purposes onlyyFE and has been prepared to assist interested parties in making their own evaluation with |
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| January 11, 2023 |
Financial Statements and Exhibits, Other Events 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 January 11, 2023 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 orga |
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| January 11, 2023 |
Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, OccupancyyFE & SustainabilityyFE Solutions Date: JanuaryyFN=E 2023 © yEnOcean 2022 | Sustainable IoT 2 About this Presentation This investor presentation (this “ Presentation ”) is provided for informational purposes onlyyFE and has been prepared to assist interested parties in making their own evaluation with |
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| January 11, 2023 |
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 January 11, 2023 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 orga |
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| January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 20, 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 |
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| January 10, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 20, 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 |
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| December 23, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 20, 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 org |
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| December 23, 2022 |
Shareholder Undertaking, dated December 20, 2022 (portion of this exhibit is redacted) Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] indicates the redacted confidential portions of this exhibit. Shareholders? Undertaking relating to the Business Combination of EnOcean GmbH, Oberhaching, Germany, with Parabellum Acquisition Corp. (this ?Agre |
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| December 23, 2022 |
Shareholder Undertaking, dated December 20, 2022 (portion of this exhibit is redacted) EX-10.1 2 tm2233224d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] indicates the redacted confidential portions of this exhibit. Shareholders’ Undertaking relating to the Business Combination of EnOcean GmbH, Oberhaching, Germany, |
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| December 23, 2022 |
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 20, 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 org |
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| December 20, 2022 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARABELLUM ACQUISITION CORP. Parabellum Acquisition Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The name of the corporation is ?Parabellum Acquisition Corp.? The corporation was originally incorporated purs |
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| December 20, 2022 |
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 20, 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 org |
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| December 20, 2022 |
Exhibit 99.1 Parabellum Acquisition Corp. Announces Stockholder Approval of Extension Amendment to the Amended and Restated Certificate of Incorporation Dallas, TX ? December 20, 2022 ? 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 |
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| December 20, 2022 |
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 20, 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 org |
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| December 20, 2022 |
Certificate of Amendment to Amended and Restated Certificate of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARABELLUM ACQUISITION CORP. Parabellum Acquisition Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The name of the corporation is ?Parabellum Acquisition Corp.? The corporation was originally incorporated purs |
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| December 20, 2022 |
Exhibit 99.1 Parabellum Acquisition Corp. Announces Stockholder Approval of Extension Amendment to the Amended and Restated Certificate of Incorporation Dallas, TX ? December 20, 2022 ? 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 |
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| December 19, 2022 |
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 14, 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 org |
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| December 19, 2022 |
Promissory Note for Working Capital Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 19, 2022 |
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 14, 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 org |
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| December 19, 2022 |
Promissory Note for Working Capital Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 12, 2022 |
Exhibit 99.1 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, OccupancyyFE & SustainabilityyFE Solutions Date: December 2022 ? yEnOcean 2022 | Sustainable IoT 2 About this Presentation This investor presentation (this ? Presentation ?) is provided for informational purposes onlyyFE and has been prepared to assist interested parties in making their own evaluation with resp |
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| December 12, 2022 |
Financial Statements and Exhibits, Other Events 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 org |
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| December 12, 2022 |
425 1 tm2229247d5425.htm 425 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 jurisdi |
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| November 28, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40845 ? Parabellum Acquisition Corp. |
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| November 18, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| November 14, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of November 13, 2022, is entered into by and among Parabellum Acquisition Partners, LLC, a Delaware limited liability (the ?Sponsor?), Parabellum Acquisition Corp., a Delaware corporation (?Parabellum?), EnOcean GmbH, a private limited company incorporated under the Laws of Germany (?EnOcean?), and E |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40845 CUSIP Number: 69901P 208 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ |
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| November 14, 2022 |
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 November 13, 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 org |
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| November 14, 2022 |
Exhibit 10.1 VOTING AND SHAREHOLDER SUPPORT AGREEMENT This VOTING AND SHAREHOLDER SUPPORT AGREEMENT, dated as of November 13, 2022 (this ?Agreement?), by and among Parabellum Acquisition Corp., a Delaware corporation (?Parabellum?), EnOcean Holdings B.V., a private company with limited liability incorporated under the laws of the Netherlands (?Holdco?), EnOcean GmbH, a private limited company inco |
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| November 14, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of November 13, 2022, is entered into by and among Parabellum Acquisition Partners, LLC, a Delaware limited liability (the ?Sponsor?), Parabellum Acquisition Corp., a Delaware corporation (?Parabellum?), EnOcean GmbH, a private limited company incorporated under the Laws of Germany (?EnOcean?), and E |
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| November 14, 2022 |
Exhibit 10.1 VOTING AND SHAREHOLDER SUPPORT AGREEMENT This VOTING AND SHAREHOLDER SUPPORT AGREEMENT, dated as of November 13, 2022 (this ?Agreement?), by and among Parabellum Acquisition Corp., a Delaware corporation (?Parabellum?), EnOcean Holdings B.V., a private company with limited liability incorporated under the laws of the Netherlands (?Holdco?), EnOcean GmbH, a private limited company inco |
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| November 14, 2022 |
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 November 13, 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 org |
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| November 14, 2022 |
Exhibit 99.1 EnOcean GmbH, a Global Leader in Energy-Harvesting Internet of Things (IoT) Technologies Announces Plans to Bring Sustainable IoT Solutions Company to the Public Markets Via Transaction With Parabellum Acquisition Corp. Oberhaching, Germany / Dallas, TX ? November 14, 2022 ? EnOcean GmbH (?EnOcean?), the pioneer of energy harvesting Internet-of-Things (?IoT?) devices and sensor-to-clo |
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| November 14, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ENOCEAN HOLDINGS B.V., ENOCEAN GMBH, ARTEMIS Merger Sub, inc., and PARABELLUM ACQUISITION CORP. Dated as of November 13, 2022 Table of Contents Page Article I DEFINITIONS 4 Section 1.01 Certain Definitions 4 Section 1.02 Further Definitions 16 Section 1.03 Construction 19 Article II BUSINESS COMBINATION 20 Section 2.01 Exchange 20 Section 2.0 |
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| November 14, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among ENOCEAN HOLDINGS B.V., ENOCEAN GMBH, ARTEMIS Merger Sub, inc., and PARABELLUM ACQUISITION CORP. Dated as of November 13, 2022 Table of Contents Page Article I DEFINITIONS 4 Section 1.01 Certain Definitions 4 Section 1.02 Further Definitions 16 Section 1.03 Construction 19 Article II BUSINESS COMBINATION 20 Section 2.01 Exchange 20 Section 2.0 |
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| November 14, 2022 |
Exhibit 99.2 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, Occupancy & Sustainability Solutions Date: November 2022 ? EnOcean 2022 | Sustainable IoT 2 About this Presentation This investor presentation (this ?Presentation?) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the p |
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| November 14, 2022 |
Exhibit 99.2 Sustainable Internet of Things for Commercial Smart Spaces Smart Building, Occupancy & Sustainability Solutions Date: November 2022 ? EnOcean 2022 | Sustainable IoT 2 About this Presentation This investor presentation (this ?Presentation?) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to the p |
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| November 14, 2022 |
Exhibit 99.1 EnOcean GmbH, a Global Leader in Energy-Harvesting Internet of Things (IoT) Technologies Announces Plans to Bring Sustainable IoT Solutions Company to the Public Markets Via Transaction With Parabellum Acquisition Corp. Oberhaching, Germany / Dallas, TX ? November 14, 2022 ? EnOcean GmbH (?EnOcean?), the pioneer of energy harvesting Internet-of-Things (?IoT?) devices and sensor-to-clo |
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| November 14, 2022 |
Filed by Parabellum Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Parabellum Acquisition Corp. SEC File No.: 001-40845 Date: November 14, 2022 180 DEGREE CAPITAL CORP.’S SPONSORED SPAC, PARABELLUM ACQUISITION CORP., ANNOUNCES INTENT TO MERGE WITH ENOCEAN GMBH Montclair, NJ |
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| November 1, 2022 |
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 Date of Report (Date of earliest event reported): November 1, 2022 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40845 86-2219674 (State or other jurisdiction of incorporation or org |
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| November 1, 2022 |
Exhibit 99.1 Parabellum Acquisition Corp. Announces Receipt of Letter from NYSE Regulation Regarding Low Selling Price of its Warrants Dallas, TX ? (Business Newswire ? November 1, 2022) ? Parabellum Acquisition Corp., a special purpose acquisition company (the ?Company?, ?Parabellum?) announced today that on October 31, 2022 it had received a letter (the ?Letter?) from the NYSE Regulation indicat |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40845 ? Parabellum Acquisition Corp. |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40845 CUSIP Number: 69901P 208 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40845 ? Parabellum Acquisition Corp. |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40845 CUSIP Number: 69901P 208 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra |
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| April 15, 2022 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
NT 10-K 1 tm2134350d2nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-40845 CUSIP Number: 69901P 208 69901P 109 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Repor |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Parabellum Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 69901P208 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1) Parabellum Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 69901P109 (CUSIP Number |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) 69901P208 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40845 Parabellum Acquisition Corp. |
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| October 21, 2021 |
PARABELLUM ACQUISITION CORP. BALANCE SHEET Exhibit 99.1 PARABELLUM ACQUISITION CORP. BALANCE SHEET October 1, 2021 Pro Forma Adjustments As Adjusted (unaudited) (unaudited) ASSETS Current assets Cash $ 2,333,553 $ (187,500 ) $ 2,146,053 Prepaid expenses and other current assets 646,858 ? 646,858 Total current assets 2,980,411 (187,500 ) 2,792,911 Cash held in trust account 126,250,000 18,937,500 145,187,500 Total Assets $ 129,230,411 $ 18, |
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| October 21, 2021 |
Parabellum Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants EX-99.3 4 tm2130630d2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Parabellum Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants DALLAS, Texas – OCTOBER 20, 2021 – Parabellum Acquisition Corp. (NYSE: PRBM.U) (the “Company” or “Parabellum”) today announced that commencing October 26, 2021, holders of the 14,375,000 units sold in the Company’s initial public offering ma |
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| October 21, 2021 |
EX-99.2 3 tm2130630d2ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Parabellum Acquisition Corp. Announces Full Exercise of Overallotment Option in Connection with its Public Offering DALLAS, Texas – OCTOBER 18, 2021 – Parabellum Acquisition Corp. (NYSE: PRBM.U) (the “Company” or “Parabellum”) today announced that the underwriters of its previously announced public offering of units have exercised their ove |
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| October 21, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 tm2130630d28k.htm FORM 8-K 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 Date of Report (Date of earliest event reported): October 15, 2021 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorpor |
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| October 8, 2021 |
Financial Statements and Exhibits, Other Events 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 Date of Report (Date of earliest event reported): October 1, 2021 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40845 86-2219674 (State or Other Jurisdiction of (Commission (I.R.S. E |
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| October 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Parabellum Acquisiton Corp. |
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| October 8, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Parabellum Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 69901P208 (CUSIP Number) September 30, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| October 8, 2021 |
PARABELLUM ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 PARABELLUM ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of October 1, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Parabellum Acquisition Corp. Opinion on the Financial Statements We have audited the acc |
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| October 1, 2021 |
Indemnity Agreement, dated September 27, 2021, between the Company and Ajit Medhekar EX-10.12 16 tm2110647d27ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Ajit Medhekar ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, |
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| October 1, 2021 |
Indemnity Agreement, dated September 27, 2021, between the Company and Kevin Palatnik EX-10.10 14 tm2110647d27ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Kevin Palatnik ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors |
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| October 1, 2021 |
Indemnity Agreement, dated September 27, 2021, between the Company and Narbeh Derhacobian Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Narbeh Derhacobian ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they a |
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| October 1, 2021 |
EX-10.1 5 tm2110647d27ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 September 27, 2021 Parabellum Acquisition Corp. 3811 Turtle Creek Blvd. Suite 2125 Dallas, TX 75219 Re: Initial Public Offering Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among Parabellum Acquisition C |
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| October 1, 2021 |
Indemnity Agreement, dated September 27, 2021, between the Company and Daniel B. Wolfe EX-10.8 12 tm2110647d27ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Daniel B. Wolfe ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, o |
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| October 1, 2021 |
EX-10.2 6 tm2110647d27ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREA |
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| October 1, 2021 |
EX-10.3 7 tm2110647d27ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of September 27, 2021, is made and entered into by and among Parabellum Acquisition Corp., a Delaware corporation (the "Company"), Parabellum Acquisition Partners LLC, a Delaware limited liability company (the "Spon |
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| October 1, 2021 |
EX-10.4 8 tm2110647d27ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 27, 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company") and Parabellum Acquisition Partners LLC, a Delaware l |
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| October 1, 2021 |
EX-1.1 2 tm2110647d27ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 12,500,000 Units Parabellum Acquisition Corp. UNDERWRITING AGREEMENT September 27, 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representatives of the Underwriters Ladies and Gentlemen: Parabellum Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underw |
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| October 1, 2021 |
Parabellum Acquisition Corp. Announces Pricing of $125,000,000 Initial Public Offering EX-99.1 17 tm2110647d27ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Parabellum Acquisition Corp. Announces Pricing of $125,000,000 Initial Public Offering SEPTEMBER 27, 2021 DALLAS, Texas.– (GLOBE NEWSWIRE) – Parabellum Acquisition Corp. (NYSE: PRBM.U) (the “Company” or “Parabellum”) today announced the pricing of its initial public offering of 12,500,000 units at a price of $10.00 per unit. Each unit con |
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| October 1, 2021 |
Indemnity Agreement, dated September 27, 2021, between the Company and Hervé P. Fages EX-10.9 13 tm2110647d27ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Herve P. Fages ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, of |
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| October 1, 2021 |
Amended and Restated Certificate of Incorporation, filed on September 27, 2021 EX-3.1 3 tm2110647d27ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARABELLUM ACQUISITION CORP. September 27, 2021 Parabellum Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Parabellum Acquisition Corp.”. The original certi |
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| October 1, 2021 |
8-K 1 tm2110647d278k.htm FORM 8-K 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 Date of Report (Date of earliest event reported): September 27, 2021 Parabellum Acquisition Corp. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40845 86-2219674 (State or Other |
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| October 1, 2021 |
Indemnity Agreement, dated September 27, 2021, between the Company and Ron Shelton EX-10.7 11 tm2110647d27ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Ron Shelton ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, offic |
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| October 1, 2021 |
Indemnity Agreement, dated September 27, 2021, between the Company and Zac Hirzel Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of September 27, 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and Zac Hirzel ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are prov |
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| October 1, 2021 |
Parabellum Acquisition Corp. Announces Closing of $125,000,000 Initial Public Offering EX-99.2 18 tm2110647d27ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Parabellum Acquisition Corp. Announces Closing of $125,000,000 Initial Public Offering DALLAS, Texas – SEPTEMBER 30, 2021 – Parabellum Acquisition Corp. (NYSE: PRBM.U) (the “Company” or “Parabellum”) today announced the closing of its initial public offering of 12,500,000 units at a price of $10.00 per unit. Each unit consists of one shar |
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| October 1, 2021 |
Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of September 27, 2021, is by and between Parabellum Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is enga |
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| October 1, 2021 |
Exhibit 10.5 PARABELLUM ACQUISITION CORP. 3811 Turtle Creek Blvd, Suite 2125, Dallas, TX 75219 September 27, 2021 Parabellum Acquisition Partners, LLC 3811 Turtle Creek Blvd, Suite 2125 Dallas, TX 75219 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Parabellum Acquisition Corp. (the "Company") and Parabellum Acquisition Partners, LLC (the "Sponsor") |
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| September 29, 2021 |
$125,000,000 Parabellum Acquisition Corp. 12,500,000 Units 424B4 1 tm2110647-25424b4.htm 424B4 TABLE OF CONTENTS Filed pursuant to Rule 424(b)(4) Registration No. 333-254763 PROSPECTUS $125,000,000 Parabellum Acquisition Corp. 12,500,000 Units Parabellum Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business com |
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| September 28, 2021 |
Radcliffe Capital Management, L.P. - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. ) Parabellum Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 69901P208** (CUSIP Numbe |
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| September 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Parabellum Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2219674 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification |
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| September 24, 2021 |
B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 September 24, 2021 VIA EDGAR Division of Corporate Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549-4720 Attention: Erin Purnell, Esq. Re: Parabellum Acquisition Corp. Registration Statement on Form S-1 Filed March 26, 2021, as amended File No. 333-254763 Dear Ms. Purnell: Pursuant to Rule 461 of the |
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| September 24, 2021 |
September 24, 2021 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N. |
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| September 22, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 21, 2021 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 21, 2021 Registration No. 333-254763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 8 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2219674 (State or |
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| September 21, 2021 |
DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com September 21, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attention: Erin Purnell and Jay Ingram Re: Parabellum Acquisition Corp. Amendment No. 7 to Registration Statement on Form S-1 Filed September 16, |
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| September 16, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 15, 2021 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 15, 2021 Registration No. 333-254763? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? AMENDMENT No. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) ? ? Delaware ? ? 6770 ? |
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| September 16, 2021 |
EX-10.3 2 tm2110647d20ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Com |
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| September 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 8, 2021 As filed with the U.S. Securities and Exchange Commission on September 8, 2021 Registration No. 333-254763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2219674 (State or other jurisdiction |
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| September 8, 2021 |
DLA Piper LLP (US) 2000 University Avenue East Palo Alto, California 94303 www.dlapiper.com September 8, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Erin Purnell and Jay Ingram Re: Parabellum Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-1 Filed Sep |
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| September 7, 2021 |
Form of Amended and Restated Certificate of Incorporation* EX-3.2 3 tm2110647d13ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARABELLUM ACQUISITION CORP. [], 2021 Parabellum Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Parabellum Acquisition Corp.”. The original certificate of |
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| September 7, 2021 |
Exhibit 10.10 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER T |
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| September 7, 2021 |
EX-10.1 4 tm2110647d13ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Parabellum Acquisition Corp. 3811 Turtle Creek Blvd, Suite 2125 Dallas, TX 75219 Re: Initial Public Offering Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among Parabellum Acquisition Corp., a Delaware co |
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| September 7, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 12,500,000 Units1 Parabellum Acquisition Corp. UNDERWRITING AGREEMENT [?], 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representatives of the Underwriters Ladies and Gentlemen: Parabellum Acquisition Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the ?Underwriter |
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| September 7, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [], 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fil |
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| September 7, 2021 |
EX-10.8 6 tm2110647d13ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 PARABELLUM ACQUISITION CORP. 3811 Turtle Creek Blvd, Suite 2125, Dallas, TX 75219 [ ], 2021 Parabellum Acquisition Partners, LLC 3811 Turtle Creek Blvd, Suite 2125 Dallas, TX 75219 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Parabellum Acquisition Corp. (the "Company") and Parabellum Acqu |
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| September 7, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 3, 2021 S-1/A 1 tm2110647-12s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 3, 2021 Registration No. 333-254763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) D |
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| August 13, 2021 |
As filed with the U.S. Securities and Exchange Commission on August 13, 2021 S-1/A 1 tm2110647-10s1a.htm FORM S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on August 13, 2021 Registration No. 333-254763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter |
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| August 13, 2021 |
Form of Investment Agreement between Parabellum Acquisition Partners LLC and each Anchor Investor.* Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Parabellum Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Parabellum Acquisition Partners LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [], a [Delaware limited partnership] (the “Investor”). WHEREAS, the SPAC has filed with the U.S. Securit |
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| June 30, 2021 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PARABELLUM ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware [CUSIP 69901P 117] Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, |
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| June 30, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and Parabellum Exhibit 10.6 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company") and Parabellum Acquisition Partners LLC, a Delaware limited liability company (the "Purchaser"). WHEREAS: Th |
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| June 30, 2021 |
Exhibit 4.1 NUMBER UNITS U- CUSIP [69901P 208] SEE REVERSE FOR CERTAIN DEFINITIONS PARABELLUM ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND THREE-QUARTERS OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, |
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| June 30, 2021 |
Exhibit 10.8 PARABELLUM ACQUISITION CORP. 3811 Turtle Creek Blvd, Suite 2125, Dallas, TX 75219 [ ], 2021 Parabellum Acquisition Partners, LLC 3811 Turtle Creek Blvd, Suite 2125 Dallas, TX 75219 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Parabellum Acquisition Corp. (the "Company") and Parabellum Acquisition Partners, LLC (the "Sponsor"), dated a |
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| June 30, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 30, 2021 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 30, 2021 Registration No. 333-254763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2219674 (State or othe |
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| June 30, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil |
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| June 30, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of [ ], 2021, is made and entered into by and among Parabellum Acquisition Corp., a Delaware corporation (the "Company"), Parabellum Acquisition Partners LLC, a Delaware limited liability company (the "Sponsor"; together with any person or entity who hereafter |
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| June 30, 2021 |
Exhibit 10.1 Parabellum Acquisition Corp. 3811 Turtle Creek Blvd, Suite 2125 Dallas, TX 75219 Re: Initial Public Offering Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among Parabellum Acquisition Corp., a Delaware corporation (the "Company") and B. Riley Securit |
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| June 30, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 12,500,000 Units1 Parabellum Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representatives of the Underwriters Ladies and Gentlemen: Parabellum Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriter |
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| June 30, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Parabellum Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an |
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| June 8, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 7, 2021 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on June 7, 2021 Registration No. 333-254763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2219674 (State or other |
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| June 8, 2021 |
DLA Piper LLP (US) 555 Mission St. #2400 San Francisco, California 94105 www.dlapiper.com June 7, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Erin Purnell and Jay Ingram Re: Parabellum Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed May 21, 20 |
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| May 21, 2021 |
Exhibit 10.1 Parabellum Acquisition Corp. 3811 Turtle Creek Blvd, Suite 2125 Dallas, TX 75219 Re: Initial Public Offering Ladies and Gentlemen: This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into by and among Parabellum Acquisition Corp., a Delaware corporation (the "Company") and B. Riley Securit |
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| May 21, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders* Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of [ ], 2021, is made and entered into by and among Parabellum Acquisition Corp., a Delaware corporation (the "Company"), Parabellum Acquisition Partners LLC, a Delaware limited liability company (the "Sponsor"; together with any person or entity who hereafter |
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| May 21, 2021 |
Specimen Class A Common Stock Certificate* Exhibit 4.2 NUMBER C- CUSIP 69901P 109 SHARES SEE REVERSE FOR CERTAIN DEFINITIONS PARABELLUM ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF PARABELLUM ACQUISITION CORP. (THE “COMPANY”) transferable on the books of the |
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| May 21, 2021 |
Exhibit 10.8 PARABELLUM ACQUISITION CORP. 3811 Turtle Creek Blvd, Suite 2125, Dallas, TX 75219 [ ], 2021 Parabellum Acquisition Partners, LLC 3811 Turtle Creek Blvd, Suite 2125 Dallas, TX 75219 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Parabellum Acquisition Corp. (the "Company") and Parabellum Acquisition Partners, LLC (the "Sponsor"), dated a |
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| May 21, 2021 |
Exhibit 4.1 NUMBER UNITS U- CUSIP 69901P 208 SEE REVERSE FOR CERTAIN DEFINITIONS PARABELLUM ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par valu |
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| May 21, 2021 |
Form of Audit Committee Charter* Exhibit 99.1 AUDIT COMMITTEE CHARTER PARABELLUM ACQUISITION CORP. I. Purpose The purposes of the Audit Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Parabellum Acquisition Corp. (the ?Company?) shall be to provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: A. the integrity of the Company?s financial statements and other financial |
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| May 21, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Parabellum Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an |
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| May 21, 2021 |
Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this "Agreement") is made as of [], 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company"), and ("Indemnitee"). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adeq |
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| May 21, 2021 |
Form of Private Placement Warrants Purchase Agreement between the Registrant and Parabellum Exhibit 10.6 PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this "Agreement"), is entered into by and between Parabellum Acquisition Corp., a Delaware corporation (the "Company") and Parabellum Acquisition Partners LLC, a Delaware limited liability company (the "Purchaser"). WHEREAS: Th |
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| May 21, 2021 |
Form of Underwriting Agreement* Exhibit 1.1 12,500,000 Units1 Parabellum Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 As Representatives of the Underwriters Ladies and Gentlemen: Parabellum Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriter |
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| May 21, 2021 |
Exhibit 14 PARABELLUM ACQUISITION CORP. CODE OF ETHICS Introduction The Board of Directors (the “Board”) of Parabellum Acquisition Corp. (the “Company”) has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board, and which is applicable to all of the Company’s directors, officers and employees (to the extent that employees are hired in the future) |
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| May 21, 2021 |
Form of Compensation Committee Charter* Exhibit 99.2 PARABELLUM ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER I. Purpose The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Parabellum Acquisition Corp. (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-compensation and |
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| May 21, 2021 |
Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PARABELLUM ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP 69901P 117 Warrant Certificate This Warrant Certificate certifies that , or its registered assigns, is |
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| May 21, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between Parabellum Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fil |
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| May 21, 2021 |
Form of Amended and Restated Certificate of Incorporation* Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PARABELLUM ACQUISITION CORP. [], 2021 Parabellum Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Parabellum Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed |
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| May 21, 2021 |
Form of Nominating and Corporate Governance Committee Charter* Exhibit 99.3 PARABELLUM ACQUISITION CORP. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER I. Purpose The purposes of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Parabellum Acquisition Corp. (the “Company”) shall be to: A. identify and to recommend individuals qualified to serve as directors of the Company and on committees of |
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| May 21, 2021 |
As filed with the U.S. Securities and Exchange Commission on May 21 , 2021 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on May 21 , 2021 Registration No. 333-254763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2219674 (State or othe |
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| March 26, 2021 |
Power of Attorney (included on signature page of the initial registration statement)* TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 26 , 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Parabellum Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-2219674 (State or other jurisdiction of |
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| March 26, 2021 |
Exhibit 10.5 Parabellum Acquisition Corp. 3811 Turtle Creek Blvd Suite 2125 Dallas, TX 75219 March 10, 2021 Parabellum Acquisiton Partners, LLC 3811 Turtle Creek Blvd Suite 2125 Dallas, TX 75219 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (this “Agreement”) is entered into as of March 10, 2021, by and between Parabellum Acquisiton Partners, LLC, a Delaware limited li |
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| March 26, 2021 |
Exhibit 3.3 BY LAWS OF PARABELLUM ACQUISITION CORP. (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in De |
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| March 26, 2021 |
Promissory Note, dated March 10, 2021, issued to Parabellum Acquisition Partners, LLC* EX-10.2 4 tm2110647d2ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY |
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| March 26, 2021 |
EX-3.1 2 tm2110647d2ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PARABELLUM ACQUISITION CORP. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate oflncorporation, and does hereby certify as follows: FIRST: The name of the corporation is Parabellum Acquisition Corp. (the "Corporation"). |
