Parabellum Acquisition Corp. announced that it has entered into a security purchase agreement for the issuance of $350,000 convertible unsecured promissory note on December 14, 2022. The transaction included participation from returning investor Parabellum Acquisition Partners, LLC.

The principal balance of this note shall be payable by the company on the earlier of the date on which the company consummates its initial business combination or the date that the winding up of the company is effective. The principal balance may be prepaid at any time, at the election of company. Upon consummation of the business combination and at the Payee's option, at any time prior to payment in full of the principal balance of this note, the payee may elect to convert all or any portion of the note into that number of warrants of the post-business combination entity equal to the portion of the principal amount of the note being converted, divided by $1.00, rounded down to the nearest whole number.

The company will issue an aggregate of 350,000 private placement-equivalent warrants if the entire principal balance of the note is converted. The warrants that may be issued pursuant to the note will not be registered under the Securities Act of 1933, as amended and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. Each warrant will entitle the holder thereof to purchase one share of Class A common stock of the Company at an exercise price of $11.50 per share, subject to certain adjustments.

Each new warrant shall have the same terms and conditions as private placement warrants issued simultaneously with the company initial public offering.