EnOcean GmbH cancelled the acquisition of Parabellum Acquisition Corp. in a reverse merger transaction from a group of shareholders in a reverse merger transaction.
The transaction is subject to receipt of the requisite approval of the stockholders of each of Parabellum and EnOcean, regulatory approval, all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in respect of the Business Combination will have expired or been terminated, F-4 Registration Statement shall have been declared effective, listing application with the NYSE, NYSE American stock exchange or Nasdaq stock exchange, as applicable, in connection with the Business Combination will have been conditionally approved, upon closing Parabellum shall have net tangible assets of at least $5,000,001, Registration Rights and Lock-Up Agreement duly executed, and other customary closing conditions. Parabellum, EnOcean have entered into Voting and Shareholder Support Agreement and Sponsor Support Agreement with certain EnOcean shareholders and Parabellum sponsor to vote in favor of the transaction. The transaction has been unanimously approved by the shareholders' committee of EnOcean and the board of directors of Parabellum. The transaction is expected to close in the first half of 2023. As of December 20, 2022, PRBM stockholder approved the extension amendment by which PRBM has to consummate a business combination from March 30, 2023 to September 30, 2023. As of March 30, 2023, Parabellum Acquisition Corp. extended the business combination period until April 30, 2023.
Jeffrey Selman and Elena Nrtina of DLA Piper LLP (US) and Ashurst LLP acted as legal advisors to Parabellum. B. Riley Securities, Inc. acted as financial advisor, Capital Markets Advisor and sole placement agent to Parabellum. Ilan Katz and Brian Lee of Dentons US LLP acted as legal advisor and Acuity Advisors acted as financial advisor to EnOcean. Kirkland & Ellis LLP is acting as placement agent counsel. Morrow & Co., LLC acted as information agent and Continental Stock Transfer & Trust Company acted as transfer agent to Parabellum.
EnOcean GmbH cancelled the acquisition of Parabellum Acquisition Corp. (NYSE:PRBM) in a reverse merger transaction from a group of shareholders in a reverse merger transaction on April 28, 2023. Parabellum will now commence the process of dissolving and liquidating its assets. Parabellum will redeem all of the outstanding shares of its common stock that were included in the units issued to the public in its initial public offering.