EnOcean GmbH entered into an agreement to acquire Parabellum Acquisition Corp. (NYSE:PRBM) in a reverse merger transaction from a group of shareholders for approximately $150 million in a reverse merger transaction on November 13, 2022. The business combination values EnOcean at an equity value of $120 million, and all EnOcean existing shareholders and management are rolling 100% of their equity into the transaction, post which they will hold 61% ownership in the combined company. In addition, EnOcean pre-closing shareholders and equity incentives award holders will receive 2.95 million new additional shares in the form of an earnout. Following the date of the Business Combination Agreement, Holdco may enter into agreements with investors (the “ PIPE Investors”) for the subscription for Holdco Ordinary Shares with aggregate gross proceeds under the PIPE Subscription Agreements not exceeding $40 million. Upon closing of the transaction, the combined company will be named EnOcean Holdings, N.V. and be listed on the NYSE and trade under the new ticker symbol “SIOT”, or Sustainable IoT. Following the closing, the combined company will continue to operate the business of EnOcean from its offices in Oberhaching, Germany.

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.