As of October 15, 2021, transaction costs related to the exercise of the over-allotment option amounted to $1,941,520, consisting of $375,000 of underwriting fees, $656,250 of deferred underwriting fees, $667,125 representing the aggregate fair value of Founder Shares sold to Anchor Investors, and $243,145 of other offering costs. Of the total transaction costs of $1,941,520 related to the exercise of the over-allotment option, $1,865,801 was allocated to the Class A common stock and $75,719 was allocated to the Public Warrants.

Proposed Business Combination

On November 13, 2022, the Company executed a Business Combination Agreement (the “Business Combination Agreement”) with EnOcean GmbH, a German private limited company incorporated under the laws of Germany (“EnOcean”), EnOcean Holdings B.V., a private company with limited liability incorporated under the Laws of the Netherlands and formed by certain shareholders of EnOcean (“Holdco”) and Artemis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”) (the transactions contemplated by the Business Combination Agreement, the “Business Combination”).

Business Combination Agreement

The below description of the Business Combination Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with the Current Report on Form 8-K filed on November 14, 2022, as Exhibit 2.1. Capitalized terms used but not otherwise defined herein will have the meanings given to them in the Business Combination Agreement. The Business Combination Agreement is not intended to provide any other factual information about Parabellum, EnOcean, Holdco or Merger Sub. In particular, the assertions embodied in the representations and warranties by Parabellum, EnOcean, Holdco and Merger Sub contained in the Business Combination Agreement are qualified by information in the disclosure schedules provided by the parties in connection with the signing of the Business Combination Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about Parabellum, EnOcean, Holdco or Merger Sub at the time they were made or otherwise and should only be read in conjunction with the other information that Parabellum makes publicly available in reports, statements and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Merger

Pursuant to the terms of the Business Combination Agreement, Merger Sub will merge with and into Parabellum (the “Merger”), with Parabellum as the surviving company in the Merger (the “Surviving Corporation”), and after giving effect to the Merger, the Surviving Corporation will be a wholly owned subsidiary of Holdco.

Immediately prior to the Merger, Parabellum’s Class B common stock (“Parabellum Class B Common Stock”) will automatically convert into Class A common stock, par value $0.0001 per share (“Parabellum Class A Common Stock”).

At the effective time of the Merger (the “Merger Effective Time”), each issued and outstanding share of Parabellum Class A common stock (other than Parabellum common stock owned by Parabellum as treasury stock (collectively, the “Excluded Shares”)) will be automatically cancelled and extinguished and exchanged for one share of common stock, $0.0001 per share, in the Surviving Corporation (“Surviving Corporation Common Stock”) that is held in the account of a bank or trust company designated by Parabellum (the “Exchange Agent”), solely for the benefit of the holder of such share of Parabellum Class A common stock as of immediately prior to the Merger Effective Time. In accordance with the provisions of Section 2:94b of the Dutch Civil Code (Burgerlijk Wetboek), the Exchange Agent will contribute and transfer on behalf of such Parabellum stockholders to Holdco, as a contribution in kind (inbreng op aandelen anders dan in geld) each share of the Surviving Corporation Common Stock that were issued to the Exchange Agent solely for the account and benefit of such Parabellum stockholders, and, in consideration of this contribution in kind, Holdco will issue (uitgeven) to the Exchange Agent for the account and benefit of such Parabellum stockholders one ordinary share of Holdco with a nominal value of €0.16 per share (each a “Holdco Ordinary Share”) in respect of each share of the Surviving Corporation Common Stock so contributed, (such issuance, together with the Merger, the “Holdco-Parabellum Business Combination”). From and after the Merger Effective Time, the holder(s) of certificates, if any, evidencing ownership of Parabellum common stock or Parabellum common stock held in book-entry form issued and outstanding immediately prior to the Merger Effective Time will cease to have any rights with respect to such shares except as otherwise provided for herein or under applicable Law.

Further, each warrant to purchase shares of Parabellum Class A common stock (“Parabellum Warrant”) that is outstanding immediately prior to the Merger Effective Time will be converted into a warrant that is exercisable for an equivalent number of Holdco Ordinary Shares on the same contractual terms and conditions as were in effect with respect to such Parabellum Warrant immediately prior to the effective time under the terms of the Warrant Agreement, dated September 27, 2021, by and between Parabellum and Continental Stock Transfer & Trust Company (the “Warrant Agent”) (the “Existing Warrant Agreement”), in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement (the “Holdco Warrants”).

The Exchange

At the Closing (as defined below), prior to giving effect to the Holdco-Parabellum Business Combination, pursuant to the Shareholder Undertaking (as defined below), and in accordance with the provisions of Section 2:204b of the Dutch Civil Code (Burgerlijk Wetboek), each holder (a “Company Shareholder”) of the ordinary shares of EnOcean (the “Company Ordinary Shares”) as of immediately prior to the Closing, will contribute each Company Ordinary Share held to Holdco, in exchange for the Company Per Share Consideration (as defined below) and, subject to vesting and forfeiture conditions described below, the Earnout Shares (as defined below) by, among other things, entering with Holdco into (i) a German Share Transfer Deed in a form and substance reasonably satisfactory to Parabellum, pursuant to which each Company Shareholder will contribute, assign and transfer to Holdco the Company Ordinary Shares owned by such Company Shareholder and (ii) a Dutch Deed of Issue, under which each Company Ordinary Share issued and outstanding as of immediately prior to the Closing will be exchanged for such number of Holdco Ordinary Shares equal to the Company Per Share Consideration (the “Exchange”). The “Company Per Share Consideration” means, with respect to each Company Ordinary Share, a number of Holdco Ordinary Shares equal to the Exchange Ratio. The “Exchange Ratio” means (i)(a) $120,000,000 divided by (b) the Fully-Diluted Company Shares, divided by (ii) $10.00. The “Fully-Diluted Company Shares” means an amount equal to, without duplication, (i) the aggregate number of shares of Company Ordinary Shares that are issued and outstanding as of immediately prior to the Exchange on a fully-diluted basis plus (ii) the aggregate number of Company Ordinary Shares issuable upon the full exercise, exchange or conversion of all options to purchase Company Ordinary Shares that are outstanding as of immediately prior to the Merger Effective Time (the “Company Options”) that are outstanding as of immediately prior to the Exchange, calculated with respect to Company Options outstanding prior to the date of the Business Combination Agreement or issued on or after the date of the Business Combination Agreement and prior to Closing under the stock option plans of EnOcean, using the treasury stock method.

Each Company Option that is outstanding immediately prior to the Exchange will become fully vested immediately prior to the Closing and will be converted at the Exchange into a fully vested option to purchase a number of shares of the applicable class of Holdco Ordinary Shares (such option, a “Holdco Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of the applicable class of Company Ordinary Shares subject to such Company Option immediately prior to the Exchange and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Exchange divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of the applicable class of Holdco Ordinary Shares underlying the Holdco Options will be determined in a manner consistent with the requirements of Section 409A and 424 of the U.S. Internal Revenue Code of 1986, as amended.

Following the Exchange and prior to the Merger Effective Time, the legal form of Holdco will (i) be changed from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public limited liability company (naamloze vennootschap), whereby Holdco and (ii) amend and restate the organizational documents of Holdco.

The Earnout Shares

After the Closing, the pre-closing Company Shareholders, including holders of any Company Option which will be converted into Holdco Options, (the “Shareholder Earnout Group”), will have the contingent right to receive additional Holdco Ordinary Shares within five business days after the occurrence of a Share Price Trigger (as defined below). Holdco will issue or caused to be issued an aggregate number of Holdco Ordinary Shares equal to 15% of the total number of Holdco Ordinary Shares outstanding immediately after the Merger Effective Time to the Shareholder Earnout Group with respect to each trigger event, as such Holdco Ordinary Shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (the “Earnout Shares”). The Earnout Shares will be allocated on a pro rata basis among the Shareholder Earnout Group. The Earnout Shares will be released and delivered to the Shareholder Earnout Group as follows:

The Shareholder Earnout Group with respect to any Share Price Trigger will be entitled to receive Earnout Shares upon the occurrence of each applicable Share Price Trigger.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) will be the fair market value per share on such date(s) as reasonably determined in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of Holdco at such time. The VWAP targets for the Holdco Ordinary Shares to achieve a Share Price Trigger and the number of shares of Holdco Ordinary Shares to be issued as Earnout Shares will be equitably adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting the Holdco Ordinary Shares after the date of the Business Combination Agreement. Any fractional Earnout Shares that would otherwise be issuable to any member of the Shareholder Earnout Group will be rounded down to a whole share of Holdco Ordinary Share.

In the event that there is an agreement with respect to (a) any person or any group of persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto is or becomes the beneficial owner, directly or indirectly, of securities of Holdco representing more than 50% of the combined voting power of Holdco’s then outstanding voting securities, (b) there is consummated a merger or consolidation of Holdco with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) Holdco’s board of directors immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) the voting securities of Holdco immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof, or (c) the shareholders of Holdco approve a plan of complete liquidation or dissolution of Holdco or there is a consummated agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by Holdco of all or substantially all of the assets of Holdco and its subsidiaries, taken as a whole, other than such sale or other disposition by Holdco of all or substantially all of the assets of Holdco, its subsidiaries, taken as a whole, to an entity at least fifty percent 50% of the combined voting power of the voting securities of which are owned by shareholders of Holdco in substantially the same proportions as their ownership of Holdco immediately prior to such sale (a “Holdco Sale”), entered into after the Closing and prior to the date that is five years following the Closing, then (i) if the per share value of the consideration to be received by the holders of Holdco Ordinary Shares in such Holdco Sale equals or exceeds the First Share Price Trigger and the First Share Price Trigger has not been previously achieved, then the First Share Price Trigger will be deemed to have been achieved, (ii) if the per share value of the consideration to be received by the holders of the Holdco Ordinary Shares in such Holdco Sale equals or exceeds the Second Share Price Trigger and the Second Share Price Trigger has not been previously achieved, then the Second Share Price Trigger will be deemed to have been achieved, and (iii) if the per share value of the consideration to be received by the holders of the Holdco Ordinary Shares in such Holdco Sale equals or exceeds the Third Share Price Trigger and the Third Share Price Trigger has not been previously achieved, then the Third Share Price Trigger will be deemed to have been achieved, and Holdco will issue the applicable amount of Earnout Shares on the date prior to the

closing of such Holdco Sale (in each case, to the extent such Earnout Shares have not previously been issued); provided, that, if the consideration to be received by the holders of Holdco Ordinary Shares in such Holdco Sale includes non-cash consideration, the value of such consideration will be determined in good faith by the board of directors of Holdco.

The Closing

The closing of the Business Combination (the “Closing”) will occur as promptly as practicable, but in no event later than three Business Days, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement.

Proxy Statement

As promptly as practicable, after the date of the Business Combination Agreement and receipt of the audited consolidated financial statements of EnOcean and its subsidiaries for the twelve month periods ended September 30, 2021, and September 30, 2022 audited or reviewed, as applicable, in accordance with the auditing standards of the PCAOB, (i) Holdco, EnOcean and Parabellum will prepare and file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the Parabellum stockholders relating to a stockholders’ meeting of Parabellum to be held to consider approval and adoption of (a) the Business Combination Agreement and the Merger, (b) any other proposals as either the SEC or the NYSE may indicate are necessary, and (c) any other proposals the parties deem necessary to effectuate the Business Combination, and (ii) Holdco will file with the SEC a registration statement on Form F-4 (the “F-4 Registration Statement”), in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Holdco Ordinary Shares and Holdco Warrants to be issued in the Merger.

Stock Exchange Listing

Pursuant to the terms of the Business Combination Agreement, EnOcean, Holdco and Parabellum are required to use their respective reasonable best efforts to cause the Holdco Ordinary Shares to be issued in connection with the Business Combination to be approved for listing on the NYSE, NYSE American stock exchange, or Nasdaq stock exchange as promptly as practicable after the date of the Business Combination Agreement, and in any event prior to the Closing.

Name Change

Upon the Closing of the Business Combination, Holdco will be renamed to a new name, to be mutually agreed to by Parabellum and the EnOcean.

Transaction Expenses

The fees, expenses and disbursements incurred by or on behalf of Parabellum for underwriters, outside counsel, agents, advisors, consultants, experts, financial advisors and other service providers engaged by or on behalf of Parabellum in connection with the Business Combination (the “Outstanding Parabellum Transaction Expenses”) plus any deferred underwriting fees required to be paid by or on behalf of Parabellum will not exceed $12,500,000. If the sum of the Outstanding Parabellum Transaction Expenses and the deferred underwriting fees required to be paid by or on behalf of Parabellum exceeds $12,500,000, the sponsor of Parabellum, Parabellum Acquisition Partners, LLC (“Sponsor”), will pay such excess amount to Holdco at the Closing.

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Representations and Warranties

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The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) organization and qualification, subsidiaries, (b) company organizational documents and books and records, (c) capitalization, (d) insolvency, (e) authority relative to the agreement, (f) no conflicts, required filings and consents, (g) permits, compliance, (h) financial statements, (i) absence of changes, (j) absence of litigation, (k) employee benefit plans, (l) labor and employment matters, (m) real property, title of assets, (n) intellectual property, (o) customers and suppliers, (p) taxes, (q) environmental matters, (r) material contracts, (s) international trade laws, (t) insurance, (u) anti-corruption laws, (v) related party transactions, (w) exchange act, (x) brokers, (y) exclusivity.

Covenants

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The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts to satisfy the conditions to consummation of the Business

Combination. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for Parabellum and EnOcean to use their reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with EnOcean and its subsidiaries as set forth in the Business Combination Agreement necessary for the consummation of the Business Combination and to fulfill the conditions to the Merger.

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Incentive Plans

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In connection with the Merger, the parties will cooperate to establish, prior to the Closing an equity incentive award plan (the “Holdco Equity Plan”) for Holdco with an award pool of Holdco Ordinary Shares equal to (i)  10% of the fully diluted shares of Holdco outstanding as of immediately after the Merger Effective Time (rounded up to the nearest whole share), which plan will include an “evergreen” provision pursuant to which such award pool will automatically increase on each January 1^st that occurs within the ten year period following shareholder approval of such plan by an amount equal to 5% of the shares of Holdco Ordinary Shares outstanding as of 12:01 a.m. (Pacific Time) on such date, and which plan will be effective at and after the Closing.

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EnOcean Exclusivity Restrictions

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Pursuant to the terms of the Business Combination Agreement, from the date of the Business Combination Agreement to the Closing or, if earlier, the termination of the Business Combination Agreement in accordance with its terms, EnOcean has agreed, among other things, not to, directly or indirectly, (i) enter into, solicit, initiate or continue any discussions or negotiations with, or encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any person or other entity concerning the potential acquisition of all or substantially all of the equity interests or assets of EnOcean, whether by merger, sale of stock, sale of assets, business combination or otherwise (an “Alternative Transaction”), (ii) enter into any agreement regarding, continue or otherwise participate in any discussions regarding, or furnish to any person any information with respect to, or cooperate in any way that would otherwise reasonably be expected to lead to, any Alternative Transaction or (iii) commence, continue or renew any due diligence investigation regarding any Alternative Transaction.

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Parabellum Exclusivity Restrictions

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Pursuant to the terms of the Business Combination Agreement, from the date of the Business Combination Agreement to the Merger Effective Time or, if earlier, the termination of the Business Combination Agreement in accordance with its terms, Parabellum has agreed among other things, not to take, whether directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or commence due diligence with respect to, any person (other than EnOcean, its shareholders and/or any of their affiliates or representatives), concerning, relating to or which is intended or is reasonably likely to give rise to or result in, any offer, inquiry, proposal or indication of interest, written or oral relating to any business combination transaction other than with EnOcean, its subsidiaries, their shareholders and their respective affiliates and representatives.

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PIPE Investment and Secondary Sale

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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, convertible promissory notes or other securities or any combination thereof to be subscribed for pursuant to the terms of one or more subscription agreements with terms acceptable to EnOcean and Parabellum (all such subscription agreements, collectively the “PIPE Subscription Agreements”) with the PIPE Investors or additional investors reasonably acceptable to EnOcean (which approval will not be unreasonably withheld) on terms mutually agreeable to EnOcean and Parabellum (each acting reasonably and in good faith), provided that, unless otherwise agreed to, the aggregate gross proceeds under the PIPE Subscription Agreements will not exceed $40,000,000 (the “PIPE Investment Amount”), provided further that, such PIPE Investment Amount will be increased to account for any fees paid by EnOcean, Holdco or Parabellum in connection with the negotiation, execution and/or consummation of the PIPE Investment Amount. In connection with Holdco seeking a PIPE Investment, Parabellum, Holdco and EnOcean will cooperate with each other in connection with such PIPE Investment and use their respective commercially reasonable efforts to cause such PIPE Investment to occur.

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In the event (a) the aggregate amount of proceeds raised in the PIPE Investment plus (b) the amount of funds in the trust fund established by Parabellum for the benefit of its public stockholders maintained in a trust account at JP Morgan Chase Bank, N.A. in New York, New York with Continental Stock Transfer & Trust Company (after giving effect to the election of an eligible holder of the Parabellum Class A Common Stock (as determined in accordance with Parabellum’s amended and restated certificate of incorporation) to redeem all or a portion of such holder’s shares of Parabellum Class A Common Stock) (the “Parabellum Share Redemption”), will

exceed $30,000,000 (net of Outstanding Parabellum Transaction Expenses), then Holdco will, at the Closing, use excess proceeds in an amount not to exceed $10,000,000, for direct secondary purchases of Holdco Ordinary Shares from certain former Company Shareholders (the “Secondary Sale”). The Secondary Sale will be effected pursuant to purchase and sale agreements, between Holdco and such former Company Shareholders, on terms acceptable to EnOcean and Parabellum.

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Conditions to Closing

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The consummation of the Business Combination is subject to the receipt of the requisite approval of the stockholders of each of Parabellum and EnOcean, and the fulfillment of certain other conditions, as described in greater detail below.

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Mutual Conditions

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Under the terms of the Business Combination Agreement, the obligations of Holdco, EnOcean, Parabellum and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions: (i) the approval by the shareholders of EnOcean of the Business Combination, and certain other matters related to its implementation having been obtained at a physical meeting (Gesellschafterversammlung) of the Company Shareholders to be held in accordance with EnOcean’s Articles of Association and in line with past practice (the “Required Company Shareholders’ Consent”), and remaining in full force and effect; (ii) the approval and adoption by the stockholders of Parabellum of (a) the Business Combination Agreement and the Merger, (b) any other proposals as either the SEC or the NYSE may indicate are necessary, and (c) any other proposals the parties deem necessary to effectuate the Business Combination will have been received by the requisite affirmative vote of the stockholders of Parabellum in accordance with a proxy statement of Parabellum, the Delaware General Corporation Law, the certificate of incorporation and the bylaws of Parabellum and the rules and regulations of the NYSE; (iii)  no governmental authority will have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Business Combination illegal or otherwise prohibiting consummation of the Business Combination; (iv) all applicable waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in respect of the Business Combination will have expired or been terminated; (v) all consents, approvals and authorizations set forth in the Business Combination Agreement will have been obtained from and made with all governmental authorities; (vi) the F-4 Registration Statement will have been declared effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement will be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement will have been initiated or threatened by the SEC; (vii) Holdco’s initial 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, and the Holdco Ordinary Shares and Holdco Warrants to be issued in connection with the Merger and the Holdco Ordinary Shares that will become issuable upon the exercise of the Holdco Warrants will have been approved for listing on the NYSE, NYSE American stock exchange or Nasdaq stock exchange, as applicable, subject to any requirement to have a sufficient number of round lot holders of the Holdco Ordinary Shares and Holdco Warrants; (viii) the Holdco Equity Plan will have been adopted and approved by the Holdco shareholders; (ix) the aggregate cash proceeds received by Parabellum or any of its affiliates from the Trust Account in connection with the Business Combination (after for the avoidance of doubt, giving effect to the Parabellum Share Redemption) and the transactions contemplated in the PIPE Subscription Agreements will be equal to or greater $30,000,000; (x) upon the Closing, and after giving effect to the Parabellum Share Redemption, Parabellum will have net tangible assets of at least $5,000,001 (excluding assets of EnOcean); (xi) the Shareholder Undertaking, the Voting and Shareholder Support Agreement (as defined below), the Sponsor Support Agreement (as defined below), the Registration Rights and Lock-Up Agreement (as defined below) and the PIPE Subscription Agreement (the “Transaction Documents”) will be in full force and effect and will not have been rescinded by the parties thereto; (xii) the Exchange will have occurred; (xiii) immediately following the Closing, the officers and directors of Holdco will be constituted in accordance with the Business Combination Agreement; and (xiv) all parties to the Registration Rights and Lock-Up Agreement will have delivered, or cause to be delivered, to Parabellum, the EnOcean and Holdco, copies of the Registration Rights and Lock-Up Agreement duly executed by all such parties.

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Parabellum Conditions to Closing

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Additionally, under the terms of the Business Combination Agreement, the obligations of Parabellum to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of, among other customary closing conditions, the following conditions: (i)  EnOcean Shareholders owning at least 95% of the Company Ordinary Shares will have entered into, and be bound by, the Shareholder Undertaking, and the same will not be revoked, modified, amended, waived or terminated; (ii) no material adverse effect involving EnOcean will have occurred between the date of the Business Combination Agreement and the Closing; and (iii) other than those persons identified as continuing directors, all members of the board of directors of EnOcean will have executed written resignations.

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EnOcean Conditions to Closing

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Additionally, under the terms of the Business Combination Agreement, the obligations of EnOcean to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of, among other customary closing conditions, the following conditions: (i) no material adverse effect involving Parabellum will have occurred between the date of the Business Combination Agreement and the Closing; (ii) the transactions contemplated by the Sponsor Support Agreement to occur at or prior to the Closing will have been consummated; and (iv) the Transaction Documents will be in full force and effect and will not have been rescinded by Parabellum.

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Termination

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The Business Combination Agreement allows the parties to terminate the agreement if certain conditions described in the Business Combination Agreement are satisfied, including if the Merger Effective Time has not occurred by August 13, 2022, the date which is nine months after the date of the Business Combination Agreement (the “Outside Date”). Additionally, under the Business Combination Agreement, (i) Parabellum is allowed to terminate the Business Combination Agreement (a) if the Voting and Shareholder Support Agreement is no longer valid or is otherwise revoked or rescinded at any time, (b) if the Company Shareholders owning at least 95% of the Company Ordinary Shares will not have entered into, and be bound by, the Shareholder Undertaking, as of December 21, 2022, or is, after such time as such Company Shareholders have entered into the and become bound by the Shareholder Undertaking, such Shareholder Undertaking is no longer valid or is revoked or rescinded or such Company Shareholders for any other reason or no longer bound by the Shareholder Undertaking, or (c) if EnOcean fails to deliver the Required Company Shareholders’ Consent within ten days after the date on which the Registration Statement is declare effective, or rescinded, revoked, or no longer valid and (ii)  EnOcean is allowed to terminate the Business Combination Agreement if on or prior to February 28, 2023, Parabellum fails to deliver PIPE Subscription Agreements for an aggregate amount of at least $30,000,000.

Effect of Termination

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If the Business Combination Agreement is terminated, the agreement will forthwith become void, and there will be no liability under the Business Combination Agreement on the part of any party to the Business Combination Agreement, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto.

Shareholder Undertaking

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Promptly after the date of the Business Combination Agreement and as a condition to receipt of the Holdco Ordinary Shares, each Company Shareholder will enter into an irrevocable shareholder undertaking (the “Shareholder Undertaking”) in the form attached as Exhibit A to the Business Combination Agreement, by and among Parabellum, EnOcean, and each Company Shareholder, pursuant to which each Company Shareholder agrees (A) to fully support the Business Combination and other transactions contemplated by the Transaction Documents, (B) to execute and deliver to EnOcean a Dutch power of attorney (“POA”) and a German POA, in accordance with the instructions with respect to having such POAs notarized, apostilled, and confirmed, and (C) to contribute his or her shares in EnOcean to Holdco in exchange for Holdco Ordinary Shares and duly execute the German Share Transfer Deed (as defined in the Shareholder Undertaking).

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Voting and Shareholder Support Agreement

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Parabellum, EnOcean, Holdco and certain Company Shareholders owning at least 95% of the ordinary shares of EnOcean, concurrently with the execution and delivery of the Business Combination Agreement, have entered into a Voting and Shareholder Support Agreement (the “Voting and Shareholder Support Agreement”), pursuant to which such Company Shareholders have agreed, among other things, to vote all of their shares of EnOcean in favor of the Business Combination Agreement and the Business Combination, including the Merger, and to enter into the Shareholder Undertaking promptly upon being requested by EnOcean to do so.

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The foregoing description of the Voting and Shareholder Support Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with the Current Report on Form 8-K filed on November 14, 2022, as Exhibit 10.1, and the terms of which are incorporated herein by reference.

Sponsor Support Agreement

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Parabellum, Sponsor, Holdco and EnOcean concurrently with the execution and delivery of the Business Combination Agreement, have entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things, to vote (or execute and return an action by written consent), or cause to be voted at the Parabellum Stockholders’ Meeting (as defined in the Sponsor Support Agreement) (or validly execute and return and cause such consent to be granted with respect to), all of its shares of Parabellum Common Stock in favor of the approval and adoption of the Business Combination Agreement and approval of the Business Combination, including the Merger.

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The foregoing description of the Sponsor Support Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the actual agreement, a copy of which is filed with the Current Report on Form 8-K filed on November 14, 2022, as Exhibit 10.2, and the terms of which are incorporated herein by reference.

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Amended and Restated Rights and Lock-Up Agreement

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Parabellum, Sponsor, certain qualified institutional buyers or accredited investors who are party to that certain Registration and Shareholder Rights Agreement, dated as of September 27, 2021 (the “Original RRA”, the investors, the “Anchor Investors”), Holdco, and certain stockholders of EnOcean (the “Target Holders”, and together with the Sponsor and Anchor Investors, the “Holders”) will be entering into by the Closing, for which it is a condition, an Amended and Restated Registration Rights and Lock-Up Agreement in the form attached as Exhibit D to the Business Combination Agreement (the “Amended and Restated Registration Rights and Lock-Up Agreement”). Pursuant to the terms of the Amended and Restated Registration Rights and Lock-Up Agreement, effective following the Closing, Holdco will be obligated to file a registration statement to register the resale of certain shares of common stock held by the Holders. In addition, pursuant to the terms of the Amended and Restated Registration Rights and Lock-Up Agreement and subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, the Holders following the Closing may demand at any time or from time to time, that Holdco file a registration statement on Form S-1 or Form S-3 to register certain shares of Common Stock held by such Holders. The Amended and Restated Registration Rights and Lock-Up Agreement will also provide the Holders with “piggy-back” registration rights following the Closing, subject to certain requirements and customary conditions.

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In addition, subject to certain exceptions, each of the Holders will not Transfer (as such term is defined in the Registration Rights and Lock-Up Agreement), except for in the case of certain customary exceptions, 83.0% of the Holdco Ordinary Shares and any other equity securities convertible into or exercisable or exchange for the Holdco Ordinary Shares (“Lock-Up Shares”) (other than shares obtained through an earn out contemplated by the Transaction or the public market) until the earlier of (i) December 15, 2023, (ii) 180 days after the date of the Closing, or (ii) the date on which, subsequent to the Business Combination, the reported closing price of the Holdco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like occurring after the Closing) for any twenty trading days within any thirty trading day period commencing at least one hundred fifty days after the Closing, or the date on which Holdco completes a liquidation, merger, stock exchange or other similar transaction that results in all of Holdco’s stockholders having the right to exchange their shares of Holdco Ordinary Shares for cash, securities or other property. 

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Warrant Assumption Agreement

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Immediately following the completion of the Holdco-Parabellum Business Combination, Parabellum, Holdco, and the Warrant Agent will enter into a Warrant Assignment, Assumption and Amendment Agreement in substantially the form attached as Exhibit E to the Business Combination Agreement (the “Warrant Assumption Agreement”), pursuant to which Parabellum will assign to Holdco all of Parabellum’s right, title and interest in the Existing Warrant Agreement.

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Overview

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. New York Stock Exchange (NYSE) rules provide that the business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a business combination. The Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a business combination.

The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account) within 18 months from the closing of the Initial Public Offering to continue operations. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Management has agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Warrants, will be held in the Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination in conjunction with a stockholder vote on an initial Business Combination pursuant to a proxy solicitation, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by March 30, 2023 (or such later date if the Company's stockholders approved the extension of the Combination Window), (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by March 30, 2023 (or such later date if the Company's stockholders approved the extension of the Combination Window), or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment, and (d) not to sell any of the Founder Shares or Public Shares to the Company in any tender offer the Company undertakes in connection with a proposed Business Combination.

The Company will have until March 30, 2023 to complete a Business Combination (the “Combination Window”). If the Company is unable to complete a Business Combination within the Combination Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely

extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Window.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriter has agreed to waive its rights to their deferred underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (1) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of September 30, 2022, the Company had $419,160 in its operating bank accounts, $146,107,450 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Class A common stock subject to possible redemption in connection therewith and negative working capital of $114,959. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to obtain approval for an extension of the deadline or complete a Business Combination by March 30, 2023, then the Company will cease all operations except for the purpose of liquidating.

On October 31, 2022, the Company received a deficiency notice letter from the New York Stock Exchange’s (“NYSE”) Regulation department indicating that the Company was not in compliance with Section 802.01D of the NYSE Listed Company Manual. This section requires Company’s public warrants to maintain a certain selling price level. Due to the low selling price levels of the Company’s public warrants, NYSE issued the notice letter, delisted the warrants and has suspended warrant trading immediately. The Company currently intends to appeal the NYSE Regulation’s determination to delist the warrants.

The Company has until March 30, 2023, 18 months from the closing of the IPO, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by March 30, 2023, there will be a mandatory liquidation and subsequent dissolution. On November 18, 2022, the Company filed a preliminary proxy statement for a special meeting of stockholders to be held on December 20, 2022 to extend the date by which the Company must consummate a Business Combination from March 30, 2023 to September 30, 2023. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 30, 2023. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for twelve months from the date that these financial statements are issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.