UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 1025, 2024

PROJECT ENERGY REIMAGINED ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands		001-40972		98-1582574
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1280 El Camino Real, Suite 200

Menlo Park, CA

94025

(Address of principal executive offices)

(Zip Code)

(415) 205-7937 (Registrant’s telephone number, including area code) ~~Not Applicable (Former name or former address, if changed since last report)~~

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	PEGRU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	PEGR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	PEGRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

As previously announced, on October 2, 2023, Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“PERAC”), Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland (“Holdco”), Heramba Merger Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Merger Sub”), Heramba Limited, an Irish private company duly incorporated under the laws of Ireland (the “Seller”), and Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany (“Heramba”), entered into a definitive business combination agreement (the “Business Combination Agreement”), which provided for a proposed business combination through a series of related transactions (collectively, the “Business Combination”).

Effective as of July 26, 2024 (the “Closing Date”), the Business Combination was completed in accordance with the terms of the Business Combination Agreement.

Item 1.01. Entry into a Material Definitive Agreement.

AsPlan ~~previously reported, on March 28, 2024, Project Energy Reimagined Acquisition Corp. (“PERAC”) held an extraordinary general meeting~~ of shareholders of PERAC (the “Business Combination Meeting”) at which PERAC’s shareholders voted to approve, among other matters, the Business Combination Agreement, dated as of October 2, 2023 (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among PERAC, Heramba Electric plc (“Holdco”), Heramba Merger ~~Corp., Heramba Limited and Heramba GmbH (“Heramba”), and the business combination contemplated thereby (together with the other transactions related thereto, the “Business Combination”).~~

AsOn ~~previously~~the ~~reported~~Closing Date, onPERAC ~~April~~and ~~30,~~Merger ~~2024,~~Sub ~~PERAC~~ entered into ~~certain~~a ~~non-redemption~~plan ~~agreements~~of ~~with~~merger ~~certain unaffiliated third parties in exchange for such third parties agreeing to rescind or reverse all redemption demands delivered prior to~~ (the ~~redemption~~“Plan ~~deadline for the Business Combination Meeting with respect to up to an aggregate~~ of 1Merger”),~~000,000~~ ~~Class~~pursuant Ato ~~ordinary~~which ~~shares,~~Merger ~~par~~Sub ~~value~~merged ~~$0.0001~~with ~~per~~and ~~share,~~into of PERAC (~~“Class~~the ~~A Ordinary Shares~~“Merger”), aswith ~~described~~PERAC inbeing the ~~Current~~surviving ~~Report~~company on(the ~~Form~~“Surviving ~~8-K~~Company”) ~~filed~~in ~~by PERAC with~~ the ~~U.S.~~Merger ~~Securities~~ and ~~Exchange~~becoming ~~Commission~~a ~~(the~~direct, ~~“SEC”)~~wholly onowned ~~May~~subsidiary 3,of ~~2024~~Holdco.

OnThe ~~July~~foregoing ~~10, 2024, PERAC entered~~description ~~into~~of ~~an additional non-redemption agreement (~~the ~~“Non-Redemption~~Plan ~~Agreement”)~~of ~~with~~Merger andoes ~~unaffiliated~~not ~~third~~purport ~~party (the “Backstop Investor”) in exchange for the Backstop Investor agreeing~~ to ~~rescind~~be orcomplete ~~reverse~~and ~~all~~is ~~redemption~~qualified ~~demands~~in ~~delivered~~its ~~prior~~entirety toby ~~the~~reference ~~redemption deadline for the Business Combination Meeting with respect~~ to ~~up to 500,000 Class A Ordinary Shares (~~the ~~“Backstop~~full ~~Investor~~text ~~Shares”) to~~of ~~be acquired by~~ the ~~Backstop~~Plan ~~Investor~~of ~~(the “Share Cap”). The Backstop Investor is also~~ Merger, a ~~lender~~copy ~~under a loan agreement with an affiliate~~ of ~~Heramba,~~ which ~~agreement~~is ~~included~~filed ~~execution~~as ofExhibit ~~the~~2.1 ~~Non-Redemption~~hereto ~~Agreement~~and asincorporated aby ~~closing~~reference ~~condition~~herein.

~~Upon~~Amended ~~consummation~~and ofRestated ~~the~~Warrant Business Combination, PERAC will pay or cause to be paid to the Backstop Investor a payment in respect of the Backstop Investor Shares held by the Backstop Investor at the closing of the Business Combination (the “Closing”), from cash released from the trust account established in connection with PERAC’s initial public offering, equal to such number of Backstop Investor Shares multiplied by the Redemption Price (as defined in the Non-Redemption Agreement).

~~Additionally,~~On if the ~~Backstop Investor~~Closing isDate, ~~unable~~PERAC, Holdco toand ~~purchase~~Continental ~~Backstop~~Stock ~~Investor~~Transfer ~~Shares~~& inTrust anCompany, ~~amount~~as ~~equal~~warrant ~~to the Share Cap~~agent, ~~then~~entered ~~PERAC~~into ~~will~~an ~~issue~~amended ~~Class~~and Arestated ~~Ordinary~~warrant ~~Shares (or~~agreement ~~cause~~ (the “Amended ~~issuance~~and ofRestated ~~Holdco~~Warrant ~~ordinary shares~~Agreement”), pursuant to ~~such~~which ~~Backstop~~the ~~Investor~~warrant inagreement anthen ~~amount~~governing ~~equal to~~ the ~~difference~~outstanding ~~between the Share Cap~~warrants ~~and~~of ~~the~~PERAC ~~number~~(“PERAC ofWarrants”) ~~Backstop~~was ~~Investor~~amended ~~Shares~~and ~~acquired~~restated byto, ~~the~~among ~~Backstop~~other ~~Investor~~things, (reflect the ~~“Replacement~~automatic ~~Shares”).~~adjustment ~~PERAC~~of ~~will~~the ~~have no~~PERAC ~~obligation~~Warrants to ~~issue~~warrants orof ~~cause~~Holdco ~~the~~(“Holdco ~~issuance~~Warrants”) ofat ~~any~~the ~~Replacement~~effective ~~Shares~~time ifof the ~~Closing~~Merger ~~does~~(the ~~not~~“Merger ~~occur~~Effective Time”).

~~PERAC~~The ~~may~~foregoing ~~enter~~description of ~~into~~the ~~other non-redemption~~Amended ~~agreements~~and ~~with~~Restated ~~substantially~~Warrant ~~similar~~Agreement ~~terms~~does ~~with~~not ~~other~~purport ~~investors~~to orbe ~~shareholders~~complete and is qualified in its entirety by reference to the full text of ~~PERAC~~the Amended and Restated Warrant Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated by reference herein.

~~The~~To ~~foregoing description of~~ the ~~Non-Redemption~~extent ~~Agreement~~required ~~does~~by Item ~~not~~1.01 ~~purport~~of toForm be8-K, ~~complete~~the ~~and~~information isprovided ~~qualified~~ in ~~its~~the ~~entirety~~Introductory byNote ~~reference~~(the to“Introductory ~~the~~Note”) ~~full~~to ~~text~~this ofCurrent ~~the~~Report ~~form~~on ofForm ~~Non~~8-~~Redemption~~K ~~Agreement,~~(this a“Current ~~copy~~Report”) ofand ~~which~~Items is2.01 ~~filed~~and ~~as Exhibit 10~~3.102 toof this Current Report onis ~~Form 8-K and~~ incorporated ~~herein~~ by reference in this Item 1.01.

1Item 2.01. Completion of Acquisition or Disposition of Assets.

As discussed in the Introductory Note, which is incorporated into this Item 2.01 by reference, effective as of the Closing Date, PERAC completed the previously announced Business Combination with Heramba, Holdco and the other parties thereto pursuant to the Business Combination Agreement. Prior to or effective as of the Closing Date, pursuant to the Business Combination Agreement and among other matters: (i) each issued and outstanding PERAC unit (“PERAC Unit”) was automatically separated into its component securities; (ii) the sole issued and outstanding Class B ordinary share, par value $0.0001 per share, of PERAC was automatically converted into one Class A ordinary share, par value $0.0001 per share, of PERAC (“PERAC Class A Ordinary Shares”); (iii) PERAC and Merger Sub entered into the Plan of Merger and completed the Merger; (iv) at the Merger Effective Time, (1) each PERAC Class A Ordinary Share then outstanding was automatically cancelled in exchange for the right to be issued one ordinary share in the capital of Holdco with a nominal value of €0.0001 (“Holdco Ordinary Shares”), (2) each PERAC Warrant was automatically adjusted to become one Holdco Warrant to purchase Holdco Ordinary Shares, (3) each PERAC Class A Ordinary Share properly tendered for redemption in connection with the Business Combination was automatically cancelled and thereafter represented only the right to be paid a pro rata portion of the trust account established in connection with PERAC’s initial public offering (the “IPO”), and (4) each outstanding ordinary share of Merger Sub was automatically cancelled in consideration for the issuance of one ordinary share of par value $1.00 in the Surviving Company; and (v) immediately following the Merger Effective Time, pursuant to a transfer agreement between the Seller and Holdco, the Seller transferred all of the shares in Heramba to Holdco in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares to the Seller.

Following redemptions of 5,739,391 PERAC Class A Ordinary Shares by PERAC’s public shareholders, 913,396 PERAC public shares remained outstanding and were exchanged for Holdco Ordinary Shares in connection with the consummation of the Business Combination, of which 400,000 are subject to lock-up restrictions pursuant to previously disclosed non-redemption arrangements. Immediately following the consummation of the Business Combination and related transactions, the issued share capital of Holdco consisted of 47,043,407 Holdco Ordinary Shares, 21,614,362 Holdco Warrants and 25,000 deferred ordinary shares in the capital of Holdco with a nominal value of €1.00 each.

The Holdco Ordinary Shares and Holdco Warrants are expected to commence trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “PITA” and “PITAW”, respectively, on July 30, 2024.

The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement, which is included as Exhibit 2.2 to this Current Report and is incorporated by reference herein.

To the extent required by Item 2.01 of Form 8-K, the information provided in the Introductory Note and Items 1.01 and 3.02 of this Current Report is incorporated by reference in this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 29, 2024, Holdco and PERAC notified Nasdaq that the Business Combination had become effective as of the Closing Date and requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to notify the U.S. Securities and Exchange Commission (the “SEC”) that the PERAC Units, PERAC Class A Ordinary Shares and PERAC Warrants were to be delisted and deregistered under Section 12(b) of the Exchange Act. The deregistration will become effective 10 days from the filing of the Form 25, which occurred on July 29, 2024. PERAC intends to file a Form 15 with the SEC in order to complete the deregistration of PERAC’s securities under the Exchange Act.

Item 3.02. Unregistered Sales of Equity Securities.

As previously reported, prior to the approval of PERAC’s first extension on August 1, 2023, PERAC entered into certain non-redemption agreements with one or more unaffiliated third parties (the “Extension NRA Investors”), pursuant to which the Extension NRA Investors agreed not to redeem certain PERAC public shares in connection with such extension, in exchange for PERAC agreeing to issue an aggregate of 1,645,596 PERAC Class A Ordinary Shares, or cause the issuance of a like number of post-combination shares, to the Extension NRA Investors at the time of PERAC’s initial business combination.

As previously reported, on July 10, 2024, PERAC entered into a non-redemption agreement with an unaffiliated third party (the “Backstop Investor”), pursuant to which, among other matters, PERAC agreed to issue up to 500,000 PERAC Class A Ordinary Shares, or cause the issuance of a like number of Holdco Ordinary Shares, to the Backstop Investor under certain circumstances in connection with the consummation of the Business Combination.

Additionally, prior to the Closing Date, certain service providers (the “Service Providers”) agreed with PERAC to receive an aggregate of 690,000 PERAC Class A Ordinary Shares in satisfaction of certain fees due to the Service Providers in connection with the consummation of the Business Combination.

As a result of these arrangements, in connection with the Business Combination and prior to the Merger Effective Time, PERAC issued an aggregate of 1,645,596 PERAC Class A Ordinary Shares to the Extension NRA Investors, 500,000 PERAC Class A Ordinary Shares to the Backstop Investor and an aggregate of 690,000 PERAC Class A Ordinary Shares to the Service Providers, in each case in private placements and pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. All such newly issued PERAC Class A Ordinary Shares were exchanged for Holdco Ordinary Shares at the Merger Effective Time pursuant to the Business Combination Agreement.

To the extent required by Item 3.02 of Form 8-K, the information provided in the Introductory Note and Items 1.01 and 2.01 of this Current Report is incorporated by reference in this Item 3.02.

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information provided in the Introductory Note and Items 1.01, 2.01, 3.01, 3.02 and 5.03 of this Current Report is incorporated by reference in this Item 3.03.

Item 5.01. Changes in Control of Registrant.

To the extent required by Item 5.01 of Form 8-K, the information provided in the Introductory Note and Items 1.01, 2.01 and 3.02 of this Current Report is incorporated by reference in this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Business Combination, (i) each of Michael Browning (Chairman of the Board), Eric Spiegel and Nina Jensen ceased to be a director of PERAC, and (ii) the following officers of PERAC resigned from their respective positions: David Roberts (Chief Operating Officer), Tim Dummer (Head of Business Strategy) and Kathy Liu (Head of Technology Strategy).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Business Combination, pursuant to the Plan of Merger and at the Merger Effective Time, the amended and restated memorandum and articles of association of PERAC, as amended and then in effect, were amended and restated in their entirety and replaced by the amended and restated memorandum and articles of association of the Surviving Company (the “Surviving Company Articles”).

The foregoing description of the Surviving Company Articles is qualified in its entirety by reference to the full text of the Surviving Company Articles, which is included as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 8.01. Other Events.

~~PERAC~~On ~~continues~~July 25, 2024, to ~~expect~~facilitate the listing of Holdco’s securities on Nasdaq and the completion of the Business Combination, PERAC agreed to ~~close~~release inan ~~July~~aggregate ~~2024~~of 3,118,319 ~~subject~~PERAC toClass ~~the~~A ~~satisfaction~~Ordinary orShares then ~~waiver~~held ofby ~~all~~PERAC’s ~~applicable~~sponsor, ~~closing~~Smilodon ~~conditions.~~Capital, ~~The~~LLC ~~per-share~~(the “Sponsor”, and such shares, the “Released Shares”), ~~redemption~~from ~~price~~all ~~for~~lock-up restrictions under the ~~Class~~insider Aletter ~~Ordinary~~entered ~~Shares~~into ~~tendered~~at ~~for~~the ~~redemption~~time ~~(and~~of ~~not~~the ~~subsequently~~IPO, ~~rescinded~~such orthat ~~reversed)~~the inReleased ~~connection~~Shares ~~with~~were distributed ~~the~~to ~~Closing~~non-affiliate members of the ~~Business~~Sponsor ~~Combination~~at isor ~~expected~~prior to bethe ~~approximately~~consummation ~~$10.97~~of ~~per~~the ~~share~~Business Combination.

~~Important~~On ~~Information~~July ~~About~~29, 2024, PERAC and Heramba issued a joint press release announcing the completion of the Business Combination. ~~and~~A copy of the press release is attached hereto ~~Where~~as toExhibit ~~Find~~99.1 Itand is incorporated herein by reference.

This communication does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. In connection with the Business Combination, Heramba and PERAC, through Holdco, filed with the SEC a registration statement on Form F-4 (File No. 333-275903) (as amended, the “Registration Statement”), which contains a proxy statement/prospectus that constitutes (i) a proxy statement relating to the Business Combination in connection with PERAC’s solicitation of proxies for the vote by PERAC’s shareholders regarding the Business Combination and related matters, as described in the Registration Statement, and (ii) a prospectus relating to, among other things, the offer of the securities to be issued by Holdco in connection with the Business Combination. On March 19, 2024, the Registration Statement was declared effective by the SEC, and Holdco and PERAC filed the definitive proxy statement/prospectus with the SEC. On or about March 19, 2024, PERAC commenced the mailing of the definitive proxy statement/prospectus and other relevant documents to its shareholders as of March 1, 2024, the record date established for voting on the Business Combination. On March 28, 2024, the shareholders of PERAC approved the Business Combination and related matters. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELATED DOCUMENTS FILED WITH THE SEC BY PERAC OR HOLDCO WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HERAMBA, PERAC, HOLDCO AND THE BUSINESS COMBINATION, INCLUDING WITH RESPECT TO THE PRO FORMA IMPLIED ENTERPRISE VALUE OF THE COMBINED COMPANY. Investors and security holders may obtain free copies of the Registration Statement, definitive proxy statement/prospectus and any amendments or supplements thereto and other related documents filed with the SEC by PERAC or Holdco (in each case, when available) through the website maintained by the SEC at http://www.sec.gov. These documents (when available) can also be obtained free of charge from PERAC upon written request to PERAC at: Project Energy Reimagined Acquisition Corp., 1280 El Camino Real, Suite 200, Menlo Park, California 94025.3

~~INVESTMENT~~Forward-Looking IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Statements

2This Current Report includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the listing and trading of Holdco’s securities on Nasdaq and PERAC’s expected filing of a Form 15 with the SEC. These statements are based on current expectations on the date of this Current Report and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the PERAC’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov. PERAC does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this communication that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or events that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the consummation of the Business Combination and related transactions and the listing of Holdco’s securities on Nasdaq. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of Heramba, PERAC and Holdco management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Heramba, PERAC and Holdco. These forward-looking statements are subject to a number of risks and uncertainties, including (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company, the expected benefits of the Business Combination or that redemptions by shareholders of PERAC reduce the funds in trust or available to the combined company following the Business Combination, any of the other conditions to closing are not satisfied or that events or other circumstances give rise to the termination of the Business Combination Agreement; (iii) changes to the structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining the necessary regulatory approvals; (iv) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (v) the risk that the Business Combination disrupts current plans and operations of Heramba as a result of the announcement and consummation of the Business Combination; (vi) failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vii) costs related to the Business Combination; (viii) changes in applicable law or regulations; (ix) the outcome of any legal proceedings that may be instituted against Heramba, PERAC or Holdco; (x) the effects of competition on Heramba’s future business; (xi) the ability of PERAC, Heramba or Holdco to issue equity or equity-linked securities or obtain debt financing in connection with the Business Combination or in the future; (xii) the enforceability of Heramba’s intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; and (xiii) those factors discussed under the heading “Risk Factors” in PERAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 17, 2024, and any subsequent Quarterly Reports on Form 10-Q, the Registration Statement and the definitive proxy statement/prospectus, and other documents filed, or to be filed, by PERAC and/or Holdco, with the SEC. If any of these risks materialize or the assumptions of Heramba, PERAC and Holdco management prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that none of Heramba, PERAC nor Holdco presently know or that Heramba, PERAC or Holdco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Heramba’s, PERAC’s or Holdco’s expectations, plans or forecasts of future events and views as of the date of this communication. Heramba, PERAC and Holdco anticipate that subsequent events and developments may cause Heramba’s, PERAC’s or Holdco’s assessments to change. However, while Heramba, PERAC and Holdco may elect to update these forward-looking statements at some point in the future, Heramba, PERAC and Holdco specifically disclaim any obligation to do so. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Accordingly, undue reliance should not be placed upon the forward-looking statements.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute an offer to sell or exchange, or the solicitation of an offer to sell, exchange, buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from the Securities Act, and otherwise in accordance with applicable law.

No Assurances

There can be no assurance that the Business Combination will be completed, nor can there be any assurance, if the Business Combination is completed, that the potential benefits of the Business Combination will be realized.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Non-Redemption Agreement, dated July 10, 2024
2.1		Plan of Merger, dated July 26, 2024, between Project Energy Reimagined Acquisition Corp. and Heramba Merger Corp.
2.2		Business Combination Agreement, dated October 2, 2023, among Project Energy Reimagined Acquisition Corp., Heramba Electric plc, Heramba Merger Corp., Heramba Limited and Heramba GmbH (incorporated by reference to Exhibit 2.1 of the Registration Statement on Form F-4/A (File No. 333-275903) filed with the SEC by Heramba Electric plc on March 15, 2024)
3.1		Amended and Restated Memorandum and Articles of Association of Surviving Company
4.1		Amended and Restated Warrant Agreement, dated July 26, 2024, among Heramba Electric plc, Project Energy Reimagined Acquisition Corp. and Continental Stock Transfer & Trust Company
99.1		Press Release, dated July 29, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

By:	/s/ Srinath Narayanan
	Name:	Srinath Narayanan
	Title:	Chief Executive Officer

Date: July 1030, 2024

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