SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.  )*
 

Parabellum Acquisition Corp.

(Name of Issuer)
 

Class A Common Stock, $0.0001 par value

 (Title of Class of Securities)
 

69901P109

(CUSIP Number)
 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 69901P109

13GPage 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Owl Creek Asset Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

462,333

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

462,333

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

462,333

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

20.7%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 69901P109

13GPage 3 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Jeffrey A. Altman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

462,333

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

462,333

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

462,333

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

20.7%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 69901P109

13GPage 4 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Parabellum Acquisition Corp. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 

The Issuer's principal executive offices are located at 3811 Turtle Creek Blvd., Suite 2125 Dallas, TX 75219.

 

Item 2(a). NAME OF PERSON FILING:

 

 

(i) Owl Creek Asset Management, L.P., a Delaware limited partnership and the investment manager of Owl Creek Credit Opportunities Master Fund, Ltd. (the "Owl Creek Fund"), with respect to the shares of Class A Common Stock owned by the Owl Creek Fund; and

(ii) Jeffrey A. Altman ("Mr. Altman"), as managing member of the general partner of Owl Creek Asset Management, L.P., with respect to the shares of Class A Common Stock owned by the Owl Creek Fund.

 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

 

The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the principal business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York, NY 10019.

 

Item 2(c). CITIZENSHIP:

 

  Owl Creek Asset Management, L.P. is a limited partnership organized under the laws of the State of Delaware. Mr. Altman is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A common stock, $0.0001 par value (the "Class A Common Stock").

 

Item 2(e). CUSIP NUMBER:
   
  69901P109

 

 

CUSIP No. 69901P109

13GPage 5 of 8 Pages

 

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: __________________________________________

 

Item 4. OWNERSHIP:

 

   

The percentages set forth herein are calculated based upon 2,232,974 shares of Class A Common Stock, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2022.

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
   
  Not applicable.

 

 

CUSIP No. 69901P109

13GPage 6 of 8 Pages

 

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
   
  See Item 2.  The Owl Creek Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP:
   
  Not applicable.

 

Item 10. CERTIFICATION:

 

  Not applicable.
 

 

 

 

CUSIP No. 69901P109

13GPage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: February 10, 2023

 

   
  /s/ Jeffrey A. Altman
  Jeffrey A. Altman, individually and as managing member of the general partner of Owl Creek Asset Management, L.P.
   
   

 

 

 

CUSIP No. 69901P109

13GPage 8 of 8 Pages

 

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 10, 2023

 

   
  /s/ Jeffrey A. Altman
  Jeffrey A. Altman, individually and as managing member of the general partner of Owl Creek Asset Management, L.P.
   
   

 

 

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