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 10, 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) |
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 1.01. Entry into a Material Definitive Agreement.
As 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”).
As previously reported, on
April 30, 2024, PERAC entered into certain non-redemption agreements with certain unaffiliated third parties in exchange for such third
parties agreeing to rescind or reverse all redemption demands delivered prior to the redemption deadline for the Business Combination
Meeting with respect to up to an aggregate of 1,000,000 Class A ordinary shares, par value $0.0001 per share, of PERAC (“Class A
Ordinary Shares”), as described in the Current Report on Form 8-K filed by PERAC with the U.S. Securities and Exchange Commission
(the “SEC”) on May 3, 2024.
On July 10, 2024, PERAC entered
into an additional non-redemption agreement (the “Non-Redemption Agreement”) with an unaffiliated third party (the “Backstop
Investor”) in exchange for the Backstop Investor agreeing to rescind or reverse all redemption demands delivered prior to the redemption
deadline for the Business Combination Meeting with respect to up to 500,000 Class A Ordinary Shares (the “Backstop Investor Shares”)
to be acquired by the Backstop Investor (the “Share Cap”). The Backstop Investor is also a lender under a loan agreement with
an affiliate of Heramba, which agreement included execution of the Non-Redemption Agreement as a closing condition.
Upon consummation of the 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, if the Backstop
Investor is unable to purchase Backstop Investor Shares in an amount equal to the Share Cap, then PERAC will issue Class A Ordinary Shares
(or cause the issuance of Holdco ordinary shares) to such Backstop Investor in an amount equal to the difference between the Share Cap
and the number of Backstop Investor Shares acquired by the Backstop Investor (the “Replacement Shares”). PERAC will have no
obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur.
PERAC may enter into other
non-redemption agreements with substantially similar terms with other investors or shareholders of PERAC.
The foregoing description
of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
form of Non-Redemption Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item 8.01. Other Events.
PERAC continues to expect
the Business Combination to close in July 2024, subject to the satisfaction or waiver of all applicable closing conditions. The per-share
redemption price for the Class A Ordinary Shares tendered for redemption (and not subsequently rescinded or reversed) in connection with
the Closing of the Business Combination is expected to be approximately $10.97 per share.
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, 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.
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 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.
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 10, 2024
Exhibit
10.1
Execution
Version
NON-REDEMPTION
AGREEMENT
This
NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of July 10, 2024 (the “Effective Date”), is
made by and between Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited
liability (the “Company”), and the undersigned investor (the “Backstop Investor”).
WHEREAS,
the Company is a special purpose acquisition company with public units, Class A ordinary shares, par value $0.0001 per share (“Ordinary
Shares”), and warrants that trade on the Nasdaq Global Market under the symbols “PEGRU”, “PEGR” and
“PEGRW”, respectively;
WHEREAS,
the Company has entered into 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”), with 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 GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany;
WHEREAS,
at an extraordinary general meeting of shareholders of the Company held on March 28, 2024 (the “Meeting”), the Company’s
shareholders voted to approve the Business Combination Agreement and the business combination contemplated thereby (together with the
other transactions related thereto, the “Business Combination”);
WHEREAS,
pursuant to the Company’s amended and restated memorandum and articles of association, as amended (the “Articles”),
and the definitive proxy statement/prospectus filed by the Company and mailed to the shareholders of record as of the record date for
the Meeting, the Company’s public shareholders had until 5:00 p.m., Eastern Time, on March 26, 2024, to demand that the Company
redeem their Ordinary Shares for the Redemption Price (as defined in the Articles and which, for illustrative purposes, would have been
approximately $10.80 as of March 31, 2024) in connection with the approval and consummation of the Business Combination (each such demand,
a “Redemption Demand”);
WHEREAS,
the Backstop Investor has entered into the Loan Agreement, dated as of July 10, 2024 (the “Loan Agreement”), with Heramba
Holdings, Inc., a Delaware corporation, which includes as a closing condition the execution of this Agreement;
WHEREAS,
the Backstop Investor is willing to rescind or reverse all Redemption Demands submitted with respect to the Backstop Investor Shares
(as defined below), or to cause all such Redemption Demands to be rescinded or reversed, in each case prior to the closing of the Business
Combination (the “Closing”), on the terms and subject to the conditions of this Agreement;
WHEREAS,
the Company and the Backstop Investor are entering into this Agreement in anticipation of the parties to the Business Combination Agreement
determining to proceed with the Closing;
WHEREAS,
pursuant to the Business Combination Agreement, among other matters, each Ordinary Share outstanding at the Closing will be cancelled
in exchange for one ordinary share in the capital of Holdco with a nominal value of €0.0001 (“Holdco Ordinary Shares”);
WHEREAS,
prior to, concurrently with or following the execution of this Agreement, the Company may have entered into or may enter into other non-redemption
agreements on substantially similar terms with other shareholders of the Company; and
WHEREAS,
all capitalized terms used but not defined herein shall have the respective meanings specified in the Business Combination Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements set forth herein, the parties hereto agree as follows:
1.
Non-Redemption Agreement.
(a)
Subject to the conditions set forth in this Agreement, the Backstop Investor shall purchase up to 500,000 Ordinary Shares (the “Share
Cap”) from shareholders of the Company who have rescinded or reversed any previously submitted Redemption Demand with respect
to such shares, either in the open market or through privately negotiated transactions, no later than two (2) business days prior to
the Closing. The Ordinary Shares that the Backstop Investor actually acquires pursuant to this Section 1(a) are referred to herein
as the “Backstop Investor Shares”.
(b)
For the avoidance of doubt, the Backstop Investor may have voting and investment power over additional Ordinary Shares (such shares,
“Non-Backstop Investor Shares”) which are not subject to this Agreement, including any Ordinary Shares in excess of
the Share Cap on the date of the Closing.
(c)
No later than two (2) business days prior to the Closing, the Backstop Investor hereby agrees to provide written notice to the Company
of the total number of Backstop Investor Shares it has acquired pursuant to Section 1(a).
(d)
If the Backstop Investor is unable to purchase Ordinary Shares in an amount equal to the Share Cap, then the Company shall issue Ordinary
Shares (or cause the issuance of Holdco Ordinary Shares, if applicable) to the Backstop Investor in an amount equal to the difference
between the Share Cap and the number of Backstop Investor Shares acquired by the Backstop Investor (the “Replacement Shares”).
In the event that the Replacement Shares are unregistered shares and subject to transfer restrictions, then the Replacement Shares shall
promptly be registered pursuant to the first resale registration statement filed by Holdco following the Closing (the “Resale
Registration Statement”), subject to compliance with applicable securities laws, and provided that any holder of the Replacement
Shares shall have delivered any documentation or other information reasonably requested by Holdco in connection with its preparation
of the Resale Registration Statement. The Company shall cause Holdco to file the Resale Registration Statement no later than 30 days
after the Closing and to use its commercially reasonable efforts to have the Resale Registration Statement declared effective no later
than 90 days after the Closing. Notwithstanding the foregoing, the Company shall have no obligation to issue or cause the issuance of
any Replacement Shares if the Closing does not occur and the Business Combination is abandoned.
2.
Non-Redemption Payment. Upon consummation of the Business Combination, the Company shall 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 (the “Non-Redemption
Payment”) in cash released from the Trust Account (as defined below) equal to the number of Backstop Investor Shares multiplied
by the Redemption Price.
3.
Representations and Warranties.
(a)
Each of the parties hereto represents and warrants to the other party that:
(i)
it is a validly existing company, partnership or corporation, in good standing under the laws of the jurisdiction of its formation or
incorporation;
(ii)
this Agreement constitutes a valid and legally binding obligation on it in accordance with its terms, subject to laws relating to bankruptcy,
insolvency and relief of debtors, and laws governing specific performance, injunctive relief and other equitable remedies;
(iii)
the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action;
(iv)
the execution, delivery and performance of this Agreement will not result in a violation of its Certificate of Formation or Certificate
of Incorporation or equivalent organizational documents, as applicable, or conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement or instrument to which it is a party or by which it is bound; and
(v)
there is no action, suit, proceeding or governmental investigation pending or, to the knowledge of such party, threatened against it
or any of its property or assets, which would have a material adverse effect on the ability of such party to comply with its obligations
hereunder.
(b)
The Backstop Investor represents and warrants to the Company that:
(i)
as of the date of the notice referenced in Section 1(c), the Backstop Investor will beneficially own all of the Backstop Investor
Shares subject to this Agreement and any previously submitted Redemption Demand with respect to such shares will have been rescinded
or reversed; and
(ii)
with respect to the issuance of any Replacement Shares that are unregistered shares and subject to transfer restrictions:
(A)
the Backstop Investor is (I) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”)) or (II) an institutional “accredited investor” (within the meaning
of Rule 501(a) under the Securities Act), and would be acquiring the Replacement Shares only for the Backstop Investor’s own account
and not for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the Securities Act (and shall provide any requested information supporting such representations
as the Company or Holdco may reasonably request). The Backstop Investor is not an entity formed for the specific purpose of acquiring
the Replacement Shares and is an “institutional account” as defined by Rule 4512(c) of Financial Regulatory Industry Authority;
and
(B)
the Backstop Investor understands that the Replacement Shares would be offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Replacement Shares will not have not been registered under the Securities Act. The Backstop
Investor understands that the Replacement Shares may not be resold, transferred, pledged or otherwise disposed of by the Backstop Investor
absent an effective registration statement under the Securities Act except (I) to the Company (or Holdco, as applicable) or a subsidiary
thereof, (II) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation
S under the Securities Act or (III) pursuant to another applicable exemption from the registration requirements of the Securities Act,
and in each of cases (I) and (III) in accordance with any applicable securities laws of the states and other jurisdictions of the United
States, and that any certificates or book entry position statements evidencing the Replacement Shares would contain a legend to such
effect. The Backstop Investor acknowledges that the Replacement Shares may not be eligible for resale pursuant to Rule 144A promulgated
under the Securities Act. The Backstop Investor understands and agrees that the Replacement Shares would be subject to transfer restrictions
and, as a result of those transfer restrictions, the Backstop Investor may not be able to readily resell the Replacement Shares and may
be required to bear the financial risk of an investment in the Replacement Shares for an indefinite period of time. The Backstop Investor
understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any Replacement
Shares.
(c)
The Company represents and warrants to the Backstop Investor that:
(i)
it will not treat the Non-Redemption Payment as a debt repayment; and
(ii)
all transactions as contemplated hereunder are, and will be, executed by it in compliance with all applicable law, rules and regulations,
including, but not limited to, all securities laws of all applicable jurisdictions.
4.
Additional Covenants. The Backstop Investor hereby covenants and agrees that, except for this Agreement, the Backstop Investor
shall not, at any time while this Agreement remains in effect, (i) enter into any voting agreement or voting trust with respect to the
Backstop Investor Shares (or any securities received in exchange therefore) inconsistent with the Backstop Investor’s obligations
pursuant to this Agreement, (ii) grant a proxy, a consent or power of attorney with respect to the Backstop Investor Shares (or any securities
received in exchange therefore), (iii) enter into any agreement or take any action that would make any representation or warranty of
the Backstop Investor contained herein untrue or inaccurate in any material respect or have the effect of preventing or disabling the
Backstop Investor from performing any of its obligations under this Agreement, or (iv) purchase the Backstop Investor Shares at a price
higher than the price offered through the Company’s redemption process.
5.
Expenses. Each party hereto shall be responsible for its own fees and expenses related to this Agreement and, except as required
by the Loan Agreement, the transactions contemplated hereby.
6.
Termination. This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest to
occur of (a) the termination of the Business Combination Agreement in accordance with its terms, (b) the mutual written consent of the
parties hereto, (c) August 2, 2024, if the Business Combination has not been consummated by such date, and (d) the delivery of the Non-Redemption
Payment to the Backstop Investor following the consummation of the Business Combination. Upon such termination of this Agreement, all
obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto
to any person in respect hereof or the transactions contemplated hereby; provided that, notwithstanding the foregoing or anything
to the contrary in this Agreement, (i) the termination of this Agreement pursuant to clauses (a) and (d) above shall not affect any liability
on the part of any party for an intentional breach of this Agreement; and (ii) Section 5 through and including Section 23
of this Agreement will survive the termination of this Agreement.
7.
Trust Account Waiver. The Backstop Investor acknowledges that the Company has established a trust account (the “Trust
Account”) containing the proceeds of its initial public offering (“IPO”) and certain proceeds of private
placements in connection with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public
shareholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Backstop Investor hereby agrees (on its own behalf and on behalf of its Related Parties)
that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held
in the Trust Account, or distributions to public shareholders therefrom, and it shall not make any claim against the Trust Account, or
distributions to public shareholders therefrom, regardless of whether such claim arises as a result of, in connection with or relating
in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any
other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”);
provided, that the Released Claims shall not include any rights or claims of the Backstop Investor or any of its Related Parties
as a shareholder of the Company to the extent related to or arising from any Backstop Investor Shares. The Backstop Investor hereby irrevocably
waives (on its own behalf and on behalf of its Related Parties) any Released Claims that it may have against the Trust Account, or distributions
to public shareholders therefrom, now or in the future as a result of, or arising out of, this Agreement and will not seek recourse against
the Trust Account, or distributions to public shareholders therefrom, with respect to the Released Claims. For the avoidance of doubt,
this provision shall not restrict the Backstop Investor’s (i) redemption rights with respect to the Non-Backstop Investor Shares
or (ii) claims related to the Non-Redemption Payment against any funds released to the Company from the Trust Account upon the Closing
or otherwise held by the Company outside of the Trust Account. As used in this Section 7, “Related Parties”
means a party’s affiliates and its and its affiliates’ respective directors, officers, employees, shareholders, members,
partners, owners, affiliates, advisors (including, without limitation, financial advisors, attorneys, accountants and consultants), agents
and other representatives.
8.
Public Disclosure. The Backstop Investor agrees that, other than the existence of this Agreement, no material non-public information
concerning the Company, the Ordinary Shares or the Business Combination has been disclosed to the Backstop Investor by the Company or
its representatives as of the Effective Date. The Company shall file a Current Report on Form 8-K with the U.S. Securities and Exchange
Commission (the “SEC”) reporting the material terms of this Agreement within four (4) business days following the
execution of this Agreement (the “Current Report”). Following the Effective Date, the Company shall not, and shall
cause its representatives to not, disclose any material non-public information to the Backstop Investor concerning the Company, the Ordinary
Shares or the Business Combination, other than the existence of this Agreement, such that, to the Company’s knowledge, the Backstop
Investor shall not be in possession of any such material non-public information from and after the filing of the Current Report. Notwithstanding
anything in this Agreement to the contrary, the Backstop Investor agrees that the Company shall have the right to publicly disclose the
nature of the Backstop Investor’s commitments, arrangements and understandings under and relating to this Agreement in any filing
by the Company with the SEC.
9.
Indemnification. The Company agrees to indemnify and hold harmless the Backstop Investor, its affiliates and their respective
directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from
and against any and all losses (but excluding financial losses to an Indemnified Party relating to the economic terms of this Agreement),
claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by such Indemnified Party arising out of,
in connection with, or relating to, the execution or delivery of this Agreement, the performance by the Company of its obligations hereunder,
the consummation of the transactions contemplated hereby or any pending or threatened claim or any action, suit or proceeding against
the Company; provided, that the Company will not be liable under the foregoing indemnification provision to the extent that any
loss, claim, damage, liability or expense is found in a non-appealable judgment by a court of competent jurisdiction to have resulted
from the Backstop Investor’s breach of this Agreement or from the Backstop Investor’s willful misconduct or gross negligence
or fraud. In addition (and in addition to any other reimbursement of legal fees contemplated by this Agreement), the Company will reimburse
any Indemnified Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred
in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit
or proceeding arising therefrom, whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of the
Company. The provisions of this paragraph shall survive the termination of this Agreement.
10.
Governing Law. This Agreement, the rights and duties of the parties hereto, and any disputes (whether in contract, tort or statute)
arising out of, under or in connection with this Agreement will be governed by and construed and enforced in accordance with the laws
of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules
would require or permit the application of the laws of another jurisdiction. The parties irrevocably and unconditionally submit to the
exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such court does not have jurisdiction,
the New York state courts located in the Borough of Manhattan, State of New York, in any action arising out of or relating to this Agreement.
The parties irrevocably agree that all such claims shall be heard and determined in such a New York federal or state court, and that
such jurisdiction of such courts with respect thereto will be exclusive. Each party hereby waives, and agrees not to assert, as a defense
in any action, suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction, or that such
action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate
or that this Agreement may not be enforced in or by such courts. The parties hereby consent to and grant any such court jurisdiction
over the person of such parties and over the subject matter of any such dispute and agree that mailing of process or other papers in
connection with any such action, suit or proceeding in the manner provided in Section 21 hereof or in such other manner as may
be permitted by New York law, will be valid and sufficient service thereof.
11.
Waiver of Jury Trial. To the extent not prohibited by applicable law that cannot be waived, each of the parties hereto irrevocably
waives any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this
Agreement or any course of conduct, course of dealing, verbal or written statement or action of any party hereto or thereto, in each
case, whether now existing or hereafter arising, and whether in contract, tort, statute, equity or otherwise. Each party hereby further
agrees and consents that any such litigation shall be decided by court trial without a jury and that the parties to this Agreement may
file a copy of this Agreement with any court as written evidence of the consent of the parties to the waiver of their right to trial
by jury.
12.
Freely Tradable. The Company confirms that except with respect to any Replacement Shares, (i) the Backstop Investor Shares will
be freely tradable without restrictive legends following the Business Combination, (ii) the Backstop Investor Shares will not require
re-registration pursuant to a registration statement filed with the SEC on Form S-1 or Form S-3 or equivalent following the Business
Combination, and (iii) that the Backstop Investor shall not be identified as a statutory underwriter in any registration statement filed
with the SEC on Form S-1 or Form S-3 or equivalent, subject in each case to compliance with applicable securities laws.
13.
Form W-9 or W-8. The Backstop Investor shall, upon the request of the Company at or prior to the consummation of the Business
Combination, execute and deliver to the Company a completed IRS Form W-9 or Form W-8, as applicable.
14.
Non-Reliance. The Backstop Investor has had the opportunity to consult its own advisors, including financial and tax advisors,
regarding this Agreement or the arrangements contemplated hereunder and the Backstop Investor hereby acknowledges that neither the Company
nor any representative or affiliate of the Company has provided or will provide the Backstop Investor with any financial, tax or other
advice relating to this Agreement or the arrangements contemplated hereunder.
15.
No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the parties hereto and their respective successors
and permitted assigns. Except as expressly named in this Section 15, this Agreement is not intended, nor shall be construed, to
give any person, other than the parties and their respective successors and assigns, any legal or equitable right, benefit or remedy
of any nature whatsoever by reason this Agreement.
16.
Assignment. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder
will be assigned (including by operation of law) without the prior written consent of the non-assigning party hereto (not to be unreasonably
withheld, conditioned or delayed). Notwithstanding the foregoing, the Backstop Investor may transfer its rights, interests and obligations
hereunder to one or more investment funds or accounts managed or advised by the Backstop Investor (or its affiliates) and to the extent
such transferee is not a party to this Agreement, such transferee shall agree to be bound by the terms hereof prior to any such transfer
being effectuated; provided, that the Backstop Investor shall provide the Company with prior written notice of any such transfer.
17.
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this
Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that monetary
damages may not be an adequate remedy for such breach and the non-breaching party shall be entitled to seek injunctive relief, in addition
to any other remedy that such party may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement
in any state or federal court within the State of New York.
18.
Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and
delivery of a written agreement executed by each of the parties hereto.
19.
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
20.
No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship between the Backstop
Investor, on the one hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency, partnership,
joint venture or any like relationship between the parties.
21.
Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to
have been duly given (a) if personally delivered, on the date of delivery; (b) if delivered by express courier service of national standing
for next day delivery (with charges prepaid), on the business day following the date of delivery to such courier service; (c) if delivered
by electronic mail, on the date of transmission if on a business day before 5:00 p.m. local time of the business address of the recipient
party (otherwise on the next succeeding business day), provided the sender receives no bounce-back or similar message indicating non-delivery;
in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other
parties in accordance with this Section 21):
If
to the Company prior to the Business Combination:
Project
Energy Reimagined Acquisition Corp.
1280 El Camino Real, Suite 200
Menlo Park, California
Attention: Srinath Narayanan
Email: srinath@smilodonai.com
with
copies (which shall not constitute notice) to:
Greenberg
Traurig, LLP
1 Vanderbilt Ave
New York, New York 10017
Attention: Alan Annex, Michael Helsel and Brian Wheaton
Email: annexa@gtlaw.com; helselm@gtlaw.com; wheatonb@gtlaw.com
If
to the Company following the Business Combination:
Heramba
Electric plc
Kiepe Platz 1
D-40599 Düsseldorf
Germany
Attention: Hans-Jörg Grundmann
Email: herambaops@herambaholdings.com
with
copies (which shall not constitute notice) to:
Latham
& Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Attention: Nick S. Dhesi
Email: Nick.Dhesi@lw.com
and
Matheson
LLP
70 Sir John Rogerson’s Quay
Dublin 2
Ireland
Attention: Fergus Bolster
Email: Fergus.Bolster@matheson.com
If
to the Backstop Investor, to the address(es) set forth on the signature page hereto.
22.
Counterparts. This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission),
each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument, and shall include
images of manually executed signatures transmitted by electronic format (including, without limitation, “pdf”, “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic
signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated,
received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature
or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.
23.
Entire Agreement. This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the
parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among
the parties hereto to the extent that they relate in any way to the subject matter hereof.
[Signature
Page Follows]
IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the Effective Date.
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COMPANY: |
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Project Energy
Reimagined |
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Acquisition
Corp. |
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By: |
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Name: |
Srinath Narayanan |
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Title: |
Chief Executive Officer |
[Signature
Page to Non-Redemption Agreement]
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BACKSTOP INVESTOR: |
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[BACKSTOP INVESTOR] |
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By: |
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Name: |
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Title: |
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Address(es) for Notices: |
[Signature
Page to Non-Redemption Agreement]
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