Heramba GmbH executed the letter of intent to acquire Energy Reimagined Acquisition Corp. (NasdaqGM:PEGR) from a group of shareholders in a reverse merger transaction on April 25, 2023. Heramba GmbH entered into a definitive agreement to acquire Energy Reimagined Acquisition Corp. from a group of shareholders for approximately $380 million in a reverse merger transaction on October 2, 2023. 36,700,000 of merged entity will be issued to Heramba as consideration. Transaction values the combined company at a pro forma implied enterprise value of approximately $450 million. Consideration will be 100% in the form of rollover shares and the Business Combination is expected to provide approximately $113 million of gross proceeds. Upon closing of the Business Combination, the combined company?s securities are expected to be listed on Nasdaq.

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; the approvals, clearances and consents of Governmental Authorities pursuant to certain Antitrust Laws will have been obtained; shares issued as consideration will have been accepted for listing on Nasdaq; Registration Statement will have been declared effective; Kiepe Acquisition will have been consummated in accordance with the terms of the SPA; Registration Rights Agreement and the Lock-Up Agreement, each duly executed; The officers of PERAC and the members of the PERAC board of directors will have executed written resignations effective. The board of directors of Heramba Limited has unanimously approved the agreement.

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 and due diligence provider to PERAC?s Board of Directors. Nick S. Dhesi of Latham & Watkins LLP, Fergus Bolster of Matheson LLP and Smith, Gambrell & Russell, LLP are acting as legal counsels to Heramba Electric. Alan Annex and Michael Helsel of Greenberg Traurig LLP and Maples and Calder (Cayman) are acting as legal counsels to PERAC. Continental Stock Transfer & Trust Company acted as PERAC?s transfer agent. PERAC agreed to pay Northland a cash fee of $725,000, of which $50,000 was due upon delivery of the fairness opinion and the remaining $675,000 is due at and is contingent upon the Closing.