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):
October 2, 2023
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.) |
1285
Camino Real, Suite 200
Menlo
Park, CA
|
|
94025 |
|
(Address of principal
executive offices) |
|
(Zip Code)
|
(260)
515-9113
(Registrant’s telephone number, including area code)
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.
Item 7.01. Regulation FD Disclosure.
On
October 3, 2023, Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability
(“PERAC”), and Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under
the laws of Germany (“Heramba”), issued a joint press release announcing the execution of a definitive business combination
agreement, dated October 2, 2023 (the “Business Combination Agreement”), by and among 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, Heramba Limited, an Irish private company duly incorporated under the laws of Ireland, and
Heramba, which provides for a proposed business combination through a series of related transactions (collectively, the “Business
Combination”).
A
copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The
foregoing (including the information presented in Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act. The submission of the information set forth in this Item
7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented
in Exhibit 99.1 hereto that is provided solely in connection with Regulation FD.
Important Information About the Business
Combination and Where to Find It
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, intend to file with the Securities and Exchange Commission (“SEC”) a registration
statement on Form F-4 (the “Registration Statement”), which will contain a preliminary proxy statement/prospectus that will
constitute (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 will be 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. After the Registration Statement has been declared effective, PERAC will mail the definitive proxy statement/prospectus and
other relevant documents to its shareholders as of the record date established for voting on the Business Combination. INVESTORS AND SECURITY
HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, 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 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, 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 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., 1285 Camino Real, Suite 200, Menlo Park, California 94025.
INVESTMENT
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.
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 market opportunity, the completion of Heramba’s proposed acquisition of Kiepe Electric, and the
consummation of the Business Combination and related transactions. 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 the approval of the shareholders of PERAC is not obtained, 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, 2022, filed with the SEC on April 7, 2023, and any subsequent Quarterly Reports on
Form 10-Q, 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.
Participants in the Solicitation
Heramba,
PERAC and Holdco and their respective directors and certain of their respective executive officers, other members of management and employees,
under SEC rules, may be considered participants in the solicitation of proxies with respect to the Business Combination. Information about
the directors and executive officers of PERAC is included in PERAC’s Annual Report on Form 10-K, filed with the SEC on April 7,
2023, which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the participants in
the proxy solicitation and a description of their direct interests, by security holdings or otherwise, will be set forth in the Registration
Statement, and the proxy statement/prospectus included therein, and other related materials to be filed with the SEC regarding the Business
Combination by PERAC or Holdco. Shareholders, potential investors and other interested persons should read the Registration Statement,
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) carefully before making any voting or investment decisions. These documents, when available, can be obtained
free of charge from the sources indicated above.
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, 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.
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: October 3, 2023
4
Exhibit 99.1
Heramba Electric to List on Nasdaq Through Business
Combination with
Project Energy Reimagined Acquisition Corp.
| ● | Heramba Electric announced in August 2023 that it had entered into a definitive agreement with subsidiaries of Knorr-Bremse Aktiengesellschaft
to acquire Kiepe Electric, a company focused on decarbonization of commercial and public transportation, which is expected to close in
the fourth quarter of 2023 |
| ● | With the Kiepe acquisition, Heramba Electric intends to create a pure-play global leader in sustainable urban transportation and
further accelerate the expansion of urban transportation addressable market globally |
| ● | Kiepe Electric is a global leader in the electrification of road and rail urban transportation applications, including designing,
manufacturing and implementing power electronics products, electric drives and vehicle controls hardware and intelligent software for
fleet management and energy management |
| ● | Kiepe Electric has over 500 employees operating in six countries around the world and, in 2022, had revenues in excess of $120
million |
| ● | Project Energy Reimagined Acquisition Corp. is backed by an affiliate of Smilodon Capital, LLC and brings together experts from
the advanced transportation, electrification and cleantech industries and those with strong track records of executive leadership and
successful M&A deals across the technology, transportation, and energy sectors |
| ● | Project Energy Reimagined Acquisition Corp. has approximately $113 million in trust |
| ● | The proposed business combination of Heramba Electric and Project Energy Reimagined Acquisition Corp. is expected to close in the
first quarter of 2024, with the combined company’s securities expected to be listed on Nasdaq |
| ● | Pro forma implied enterprise value of the combined company is approximately $450 million |
MENLO PARK,
California and BERLIN, Germany (October 3, 2023) –– Heramba GmbH (“Heramba
Electric” or the “Company”), a special-purpose company focused on investing in companies with technologies and capabilities
that can accelerate the decarbonization of commercial transportation, and Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR) (“PERAC”),
a special purpose acquisition company, today announced that they have entered into a definitive agreement, dated September 29, 2023, for
a proposed business combination (the “Business Combination”), which values the combined company at a pro forma implied enterprise
value of approximately US$450 million. Upon closing of the Business Combination, the combined company’s securities are expected
to be listed on Nasdaq.
In August 2023, Heramba Electric announced that it had entered into
a definitive agreement with subsidiaries of Knorr-Bremse Aktiengesellschaft to acquire Kiepe Electric, a company focused on decarbonization
of commercial and public transportation, which is expected to close in the fourth quarter of 2023 (the “Kiepe Acquisition”).
With the Kiepe Acquisition, Heramba Electric intends to create a pure-play global leader in sustainable urban transportation and further
accelerate the expansion of urban transportation addressable market globally.
“The combination of PERAC
and Heramba Electric marks a significant milestone in establishing a global leadership position in commercial and public transportation,”
said Eric A. Spiegel, director at PERAC. “Following the anticipated completion of the Business Combination, we believe that
the combined company will have the backing of high-quality investors to further expand into the U.S. markets.”
“Securing the acquisition of Kiepe Electric puts Heramba Electric
on track to emerge as a frontrunner in the electrification of commercial transport. Kiepe Electric works in close partnership with customers,
including transit authorities of major cities, to accelerate transition to environmentally friendly e-mobility while reducing costs associated
with maintaining and expanding such cities’ transportation infrastructure,” said Dr. Hans-Jörg Grundmann, Managing Director
of Heramba Electric. “This puts Heramba Electric in a strong position to drive the global expansion of zero-emissions urban transportation.”
Kiepe Acquisition Highlights
| ● | Kiepe Acquisition expected to close in the fourth quarter of 2023. |
| ● | Kiepe Electric is a global leader in the electrification of road and rail urban transportation applications,
including designing, manufacturing and implementing power electronics products, electric drives and vehicle controls hardware and intelligent
software for fleet management and energy management. |
| ● | Kiepe Electric’s software provides a holistic end-to-end dashboard from the charging systems to the end-vehicle. |
| ● | In addition, Kiepe Electric is a specialist in vehicle charging solutions and is a leading supplier
of In-Motion Charging solutions. In 2022, Kiepe Electric introduced its proprietary High Power Charging platform, which facilitates vehicle
fast charging and energy management for battery-electric buses. |
| | | |
| ● | Kiepe Electric has a seasoned and experienced leadership team, with over 500 employees operating in
six countries around the world and, in 2022, revenues in excess of $120 million |
Business Combination Overview
The Business Combination reflects a pro forma implied enterprise valuation
of approximately US$450 million. Consideration will be 100% in the form of rollover shares and the Business Combination is expected to
provide approximately US$113 million of gross proceeds (before redemptions and the payment of certain expenses).
The transaction has been approved by Heramba Electric’s shareholder
and PERAC’s Board of Directors, and the Business Combination is expected to close in the first quarter of 2024, subject to the consummation
of the Kiepe Acquisition and other customary closing conditions, including the approval of PERAC’s shareholders.
Additional information about the Business Combination, including a
copy of the business combination agreement, will be provided in one or more Current Reports on Form 8-K to be filed by PERAC with the
Securities and Exchange Commission (“SEC”).
Advisors
Piper Sandler & Co. and Cohen & Company Capital Markets, a
division of JVB Financial, LLC, are acting as lead financial advisors and lead capital markets advisors to PERAC. Northland Securities,
Inc. is acting as fairness opinion provider to PERAC’s Board of Directors. Latham & Watkins LLP, Matheson LLP and Smith, Gambrell
& Russell, LLP are acting as legal counsels to Heramba Electric. Greenberg Traurig LLP and Maples Group are acting as legal counsels
to PERAC.
About Heramba Electric
Heramba GmbH, founded in January 2023 and headquartered in Berlin,
Germany and Atlanta, United States, is a special-purpose company focused on investing in companies with technologies and capabilities
that can accelerate the decarbonization of commercial transportation. Heramba is led by Dr. Hans-Jörg Grundmann (Managing Director),
who has dedicated his career to innovating and improving commercial transportation, including in his role as CEO of Siemens Mobility and
his other leadership roles with industry leaders Siemens and AEG. For more information, visit http://herambaholdings.com/.
About Project Energy Reimagined Acquisition Corp.
Project Energy Reimagined Acquisition Corp. is a blank check company
formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses.
Important Information About the Business Combination and Where to
Find It
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 Electric and PERAC, through
Heramba Electric plc (“Holdco”), intend to file with the SEC a registration statement on Form F-4 (the “Registration
Statement”), which will contain a preliminary proxy statement/prospectus that will constitute (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 will be 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. After the Registration
Statement has been declared effective, PERAC will mail the definitive proxy statement/prospectus and other relevant documents to its
shareholders as of the record date established for voting on the Business Combination. INVESTORS
AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, 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 WILL CONTAIN IMPORTANT INFORMATION ABOUT HERAMBA ELECTRIC, 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, 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., 1285 Camino Real, Suite 200, Menlo Park, California 94025.
INVESTMENT 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.
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 market opportunity, the completion of
the Kiepe Acquisition and the consummation of the Business Combination and related transactions. These statements are based on various
assumptions, whether or not identified in this communication, and on the current expectations of Heramba Electric, 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 Electric, 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 the approval of the shareholders of PERAC is not obtained,
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 relating to the Business Combination; (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 Electric 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 Electric, PERAC or Holdco; (x) the effects of competition
on Heramba Electric’s future business; (xi) the ability of PERAC, Heramba Electric 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 Electric’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, 2022, filed with the SEC on April 7, 2023, and any subsequent Quarterly Reports on
Form 10-Q, 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 Electric, 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 Electric, PERAC nor Holdco presently know or that Heramba
Electric, 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 Electric’s, PERAC’s or Holdco’s
expectations, plans or forecasts of future events and views as of the date of this communication. Heramba Electric, PERAC and Holdco anticipate
that subsequent events and developments may cause Heramba Electric’s, PERAC’s or Holdco’s assessments to change. However,
while Heramba Electric, PERAC and Holdco may elect to update these forward-looking statements at some point in the future, Heramba Electric,
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.
Participants in the Solicitation
Heramba Electric, PERAC and Holdco and their
respective directors and certain of their respective executive officers, other members of management and employees, under SEC rules,
may be considered participants in the solicitation of proxies with respect to the Business Combination. Information about the directors
and executive officers of PERAC is included in PERAC’s Annual Report on Form 10-K, filed with the SEC on April 7, 2023, which is
available free of charge at the SEC’s website at www.sec.gov.
Additional information regarding the participants in the proxy solicitation and a description of their direct interests, by security
holdings or otherwise, will be set forth in the Registration Statement, and the proxy statement/prospectus included therein, and other
related materials to be filed with the SEC regarding the Business Combination by PERAC or Holdco. Shareholders, potential investors and
other interested persons should read the Registration Statement, 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) carefully before making any voting or
investment decisions. These documents, when available, can be obtained free of charge from the sources indicated above.
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.
Contacts
Media:
Greg Tarmin
greg@paragonpr.com
Investors:
Prakash Ramachandran
prakash.r@smilodonai.com
5
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