DJ Blank-Check Company Parabellum Acquisition Corp. Files for IPO

By Maria Armental

Former Adesto Technologies Chief Executive Narbeh Derhacobian is looking to raise about $125 million through a blank-check company to invest in the so-called internet of things.

Parabellum Acquisition Corp., on which Mr. Derhacobian would retain a roughly 20% stake after the offering, plans to focus on companies with an enterprise value of $300 million to $1 billion, according to documents filed with the Securities and Exchange Commission.

"We believe that as we are entering 2021 in a world impacted by the pandemic of 2020, there is a unique global opportunity in this space," the company wrote. "Whether it's business process automation, telehealth, industrial automation, logistical telematics, environmental monitoring, 5G adoption, remote work, education, sports & entertainment, health and leisure, autonomous transportation, touchless consumer experience or a number of other potent market driving forces, we are seeing IoT transformation at the center of this digital recovery."

Blank-check companies, also known as special-purpose acquisition companies, or SPACs, are publicly traded companies that raise money for potential acquisitions and have become a popular tool among well-known executives.

Mr. Derhacobian -- a co-founder of Adesto, now part of Dialog Semiconductor PLC, is the SPAC's executive chairman, CEO, president and secretary.

Ron Shelton, who had been Adesto's chief financial officer, is the SPAC's CFO, treasurer and board director.

Parabellum Acquisition intends to complete the first deal in about 24 months and sell 12.5 million units at $10 apiece, with each unit consisting of a Class A share and half of a warrant, according to the documents.

The sponsor, which is affiliated with Mr. Derhacobian, agreed to buy about 5.2 million warrants at $1 apiece in a private placement that is to close at the same time as the offering, according to the documents.

New investors would initially have limited say as the company may not hold an annual meeting to elect new directors until the first deal is completed, and that initial deal may not be presented to new investors for approval, according to the documents.

Auditors have raised "substantial doubt" about the company's ability to meet anticipated obligations over the next year, a so-called going-concern warning. As of March 11, the company had about $25,000 in cash and a working capital deficit of about $45,600, according to the documents.

Parabellum Acquisition seeks to trade on the New York Stock Exchange with units trading under the symbol PBRM.U, shares under PBRM and warrants under PBRM.WS.

Write to Maria Armental at maria.armental@wsj.com

(END) Dow Jones Newswires

March 26, 2021 16:57 ET (20:57 GMT)

Copyright (c) 2021 Dow Jones & Company, Inc.