As filed with the Securities and Exchange Commission on February 26, 2024
Registration No. 333-275903
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
AMENDMENT NO. 2 TO THE
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
Heramba electric plc
(Exact name of registrant as specified in its charter)
_______________________
|
Ireland |
3690 |
Not Applicable |
||
|
(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
Kiepe Platz 1
D-40599 Düsseldorf
Germany
+49(0)211-7497-0
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_______________________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________
Copies to of all communications, including communications sent to agent for service, should be sent to:
|
Nick S. Dhesi |
Fergus Bolster |
Stefan Buske |
Alan I. Annex, Esq. |
Matthew Gilbert |
_______________________
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and on consummation of the business combination described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2024
PROJECT ENERGY REIMAGINED ACQUISITION CORP.
1280 El Camino Real, Suite 200
Menlo Park, California 94025
Dear Project Energy Reimagined Acquisition Corp. Shareholders:
You are cordially invited to attend the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“PERAC”), to be held on at , Eastern Time, at the offices of Greenberg Traurig, LLP, located at 900 Stewart Avenue, Suite 505, Garden City, NY 11530, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be postponed or adjourned.
At the Extraordinary General Meeting, in addition to the other proposals described in this proxy statement/prospectus, PERAC shareholders will be asked to consider and vote upon a proposal to approve and adopt 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, 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”), and the business combination contemplated thereby (together with the other transactions related thereto, the “Business Combination”).
Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), (1) each issued and outstanding PERAC unit (“PERAC Unit”) will be automatically separated into its component securities (the “Unit Separation”) and (2) the sole issued and outstanding Class B ordinary share, par value $0.0001 per share, of PERAC (“PERAC Class B Ordinary Share”) will be automatically converted into one Class A ordinary share, par value $0.0001 per share, of PERAC (“PERAC Class A Ordinary Shares”, and together with the PERAC Class B Ordinary Share, the “PERAC Ordinary Shares”) (such conversion, the “Closing Class B Conversion”); (ii) at the Merger Effective Time, PERAC and Merger Sub will enter into a plan of merger, pursuant to which Merger Sub will merge with and into PERAC (the “Merger”), with PERAC being the surviving company in the Merger (the “Surviving Company”) and becoming a direct, wholly owned subsidiary of Holdco; (iii) at the Merger Effective Time, (a) each PERAC Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (which, for the avoidance of doubt, will include the PERAC Class A Ordinary Shares held as a result of the Unit Separation and the Closing Class B Conversion) will be 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”), (b) each PERAC public warrant (“PERAC Public Warrants”) will remain outstanding but will be automatically adjusted to become one Holdco public warrant (“Holdco Public Warrants”), (c) each PERAC founders warrant will remain outstanding but will be automatically adjusted to become one Holdco founders warrant (“Holdco Founders Warrants” and together with the Holdco Public Warrants, the “Holdco Warrants”), (d) each PERAC Class A Ordinary Share properly tendered for redemption and issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the trust account (the “Trust Account”) established for the benefit of PERAC’s public shareholders (“PERAC Public Shareholders”) in connection with PERAC’s initial public offering (the “IPO”) pursuant to PERAC’s amended and restated memorandum and articles of association, as amended (the “PERAC Articles”), (e) each dissenting PERAC Ordinary Share issued and outstanding immediately prior to the Merger Effective Time held by a dissenting PERAC shareholder will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid the fair value of such dissenting PERAC Ordinary Share and such other rights as are granted by the Companies Act (As Revised) of the Cayman Islands, and (f) each ordinary share of Merger Sub issued and outstanding at the Merger Effective Time will be automatically cancelled in consideration for the issuance of one validly issued, fully paid and non-assessable ordinary share of par value $1.00 in the Surviving Company; (iv) immediately following the Merger Effective Time, pursuant to a transfer agreement to be entered into by and between the Seller and Holdco, the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the shares in Heramba, all of which are held by the Seller, in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares to Seller; and (v) all deferred ordinary shares in the capital of Holdco with a nominal value of €1.00 each (“Holdco Deferred Shares”) shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as treasury shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law.
Upon consummation of the Business Combination and subject to the assumptions set forth in this proxy statement/prospectus, including no additional redemptions by the PERAC Public Shareholders, Holdco is expected to have up to 55,819,369 Holdco Ordinary Shares and 21,614,362 Holdco Warrants issued and outstanding. For additional information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 121 of this proxy statement/prospectus.
The PERAC Units, PERAC Class A Ordinary Shares and PERAC Public Warrants are each traded on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “PEGRU,” “PEGR” and “PEGRW,” respectively. Holdco intends to apply to list the Holdco Ordinary Shares and Holdco Public Warrants on Nasdaq under the symbols “ ” and “ ,” respectively, in connection with the closing of the Business Combination (the “Closing”). There can be no assurance that the Holdco Ordinary Shares or Holdco Public Warrants will be approved for listing on Nasdaq. Pursuant to the Unit Separation, any outstanding PERAC Units will be separated into their component securities in connection with the Closing and, as such, no Holdco units will be listed on Nasdaq following the Closing.
Holdco is a “foreign private issuer” and an “emerging growth company” under the applicable Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements.
PERAC is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any postponements or adjournments of the Extraordinary General Meeting. More information about PERAC, Heramba, Holdco and the Business Combination is contained in this proxy statement/prospectus. Whether or not you plan to attend the Extraordinary General Meeting, PERAC urges you to carefully read the entire proxy statement/prospectus (including the financial statements and annexes attached hereto and any documents incorporated into this proxy statement/prospectus by reference). Please pay particular attention to the section entitled “Risk Factors,” beginning on page 15 of this proxy statement/prospectus.
After careful consideration, all of the independent members of PERAC’s board of directors have unanimously approved and adopted the Business Combination Agreement, voting separately from the non-independent members of PERAC’s board of directors, and PERAC’s board of directors unanimously recommends that PERAC shareholders vote “FOR” all of the proposals presented to PERAC shareholders in this proxy statement/prospectus. When you consider the PERAC board of directors’ recommendation to vote in favor of these proposals, you should keep in mind that certain of PERAC’s initial shareholders, directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of PERAC Initial Shareholders, Directors and Officers in the Business Combination.”
Your vote is important regardless of the number of shares you hold. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Extraordinary General Meeting. Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.
On behalf of PERAC’s board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.
|
Sincerely, |
||
|
|
||
|
Srinath Narayanan |
||
|
Chief Executive Officer and Director |
This proxy statement/prospectus is dated and is first being mailed to the shareholders of PERAC on or about that date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
THIS PROXY STATEMENT/PROSPECTUS IS NOT, AND IS NOT INTENDED TO BE, A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET, AS AMENDED (THE “EU PROSPECTUS REGULATION”) OR ANY LEGISLATION, REGULATIONS OR RULES OF IRELAND OR ANY OTHER MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (“EEA”) IMPLEMENTING OR SUPPLEMENTING THE EU PROSPECTUS REGULATION, AND HAS NOT BEEN, NOR WILL IT BE, REVIEWED OR APPROVED BY THE CENTRAL BANK OF IRELAND OR BY ANY OTHER COMPETENT AUTHORITY OF ANY OTHER MEMBER STATE OF THE EEA FOR THE PURPOSES OF THE EU PROSPECTUS REGULATION.
PROJECT ENERGY REIMAGINED ACQUISITION CORP.
1280 El Camino Real, Suite 200
Menlo Park, California 94025
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON ,
To the Shareholders of Project Energy Reimagined Acquisition Corp.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) of Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“PERAC”), will be held on at , Eastern Time, at the offices of Greenberg Traurig, LLP, located at 900 Stewart Avenue, Suite 505, Garden City, NY 11530, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be postponed or adjourned.
The Extraordinary General Meeting will be conducted via live webcast, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of PERAC’s amended and restated memorandum and articles of association, as amended (the “PERAC Articles”). You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the extraordinary general meeting by visiting .
You are cordially invited to attend the Extraordinary General Meeting for the following purposes:
• Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt, by way of ordinary resolution, 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, 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”), and the business combination contemplated thereby (together with the other transactions related thereto, the “Business Combination” and collectively, the “Business Combination Proposal”), pursuant to which each of the following transactions will occur in the following order:
(i) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), (1) each issued and outstanding PERAC unit (“PERAC Unit”) will be automatically separated into its component securities (the “Unit Separation”) and (2) the sole issued and outstanding Class B ordinary share, par value $0.0001 per share, of PERAC (“PERAC Class B Ordinary Share”) will be automatically converted into one Class A ordinary share, par value $0.0001 per share, of PERAC (“PERAC Class A Ordinary Shares”, and together with the sole issued and outstanding PERAC Class B Ordinary Share, the “PERAC Ordinary Shares”) (such conversion, the “Closing Class B Conversion”);
(ii) at the Merger Effective Time, PERAC and Merger Sub will enter into a plan of merger (the “Plan of Merger”), pursuant to which Merger Sub will merge with and into PERAC (the “Merger”), with PERAC being the surviving company in the Merger (the “Surviving Company”) and becoming a direct, wholly owned subsidiary of Holdco;
(iii) at the Merger Effective Time, (a) each PERAC Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (which, for the avoidance of doubt, will include the PERAC Class A Ordinary Shares held as a result of the Unit Separation and the Closing Class B Conversion) will be 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”), (b) each PERAC public warrant (“PERAC Public Warrants”) will remain outstanding but will be automatically adjusted to become one Holdco public warrant (“Holdco Public Warrants”), (c) each PERAC founders warrant (“PERAC Founders Warrants” and together with the PERAC Public Warrants, the “PERAC Warrants”) will remain outstanding but will be automatically adjusted to
become one Holdco founders warrant (“Holdco Founders Warrants” and together with the Holdco Public Warrants, the “Holdco Warrants”), (d) each PERAC Class A Ordinary Share properly tendered for redemption and issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the trust account (the “Trust Account”) established for the benefit of PERAC’s public shareholders (“PERAC Public Shareholders”) in connection with PERAC’s initial public offering (the “IPO”) pursuant to the PERAC Articles, (e) each dissenting PERAC share issued and outstanding immediately prior to the Merger Effective Time held by a dissenting PERAC shareholder will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid the fair value of such dissenting PERAC Share and such other rights as are granted by the Companies Act (As Revised) of the Cayman Islands, and (f) each ordinary share of Merger Sub issued and outstanding at the Merger Effective Time will be automatically cancelled in consideration for the issuance of one validly issued, fully paid and non-assessable ordinary share of par value $1.00 in the Surviving Company;
(iv) immediately following the Merger Effective Time, pursuant to a transfer agreement to be entered into by and between the Seller and Holdco, the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the shares in Heramba, all of which are held by the Seller, in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares to Seller; and
(v) all deferred ordinary shares in the capital of Holdco with a nominal value of €1.00 each (“Holdco Deferred Shares”) shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as treasury shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law;
• Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to approve and adopt, by way of special resolution, the Plan of Merger and the consummation of the Merger (the “Merger Proposal”);
• Proposal Nos. 3A through 3D — The Advisory Governance Proposals — to consider and vote upon four separate governance proposals to approve, in each case by way of ordinary resolution and on a non-binding advisory basis, the following material changes between the PERAC Articles and the articles of association of Holdco (the “Holdco Articles”) (collectively, the “Advisory Governance Proposals”):
(A) Proposal No. 3A — a proposal to establish the authorized capital of Holdco to consist of €49,990 divided into 200,000,000 ordinary shares of €0.0001 each (nominal value), 49,900,000 preference shares of €0.0001 each (nominal value) and 25,000 deferred ordinary shares of €1.00 each (nominal value);
(B) Proposal No. 3B — a proposal to include an advance notice provision that requires a nominating shareholder to provide notice to Holdco in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the Holdco board of directors;
(C) Proposal No. 3C — a proposal to include a forum selection provision whereby, subject to limited exceptions, the courts of Ireland will be the sole and exclusive forum for certain shareholder litigation matters; and
(D) Proposal No. 3D — a proposal to remove provisions relating to PERAC’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (the “Closing”); and
• Proposal No. 4 — The Adjournment Proposal — to consider and vote upon a proposal to direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies if, based on the tabulated votes at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote or if certain conditions under the Business Combination Agreement are not satisfied or waived (the “Adjournment Proposal”).
Only holders of record of PERAC Ordinary Shares at the close of business on , the record date for the Extraordinary General Meeting, are entitled to notice of the Extraordinary General Meeting and to vote at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.
Pursuant to the PERAC Articles, PERAC is providing the PERAC Public Shareholders with the opportunity to redeem their PERAC Class A Ordinary Shares issued as a component of the PERAC Units in the IPO (the “PERAC Public Shares”) for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to PERAC to pay its taxes (if any), upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $114.5 million on September 30, 2023, the estimated per share redemption price would have been approximately $10.52. PERAC Public Shareholders may elect to redeem their PERAC Public Shares even if they vote for the Business Combination Proposal or any of the other proposals presented at the Extraordinary General Meeting. A PERAC Public Shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming his, her or its shares with respect to more than an aggregate of 15% of the PERAC Public Shares without PERAC’s prior consent. Holders of PERAC Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination.
PERAC’s initial shareholders, including Smilodon Capital, LLC (the “Sponsor”) and certain anchor investors from the IPO (the “Anchor Investors”), and PERAC’s officers and directors collectively beneficially own an aggregate of 6,594,414 PERAC Class A Ordinary Shares, which were converted on a one-for-one basis from PERAC Class B Ordinary Shares, and the sole issued and outstanding PERAC Class B Ordinary Share, in each case which PERAC Class B Ordinary Shares were initially issued prior to the IPO (the “PERAC Founder Shares”), collectively representing approximately 37.7% of the issued and outstanding PERAC Ordinary Shares on the record date, of which 1,171,717 PERAC Founders Shares, or approximately 6.7% of the issued and outstanding PERAC Ordinary Shares on the record date, are held directly by the Anchor Investors. PERAC’s initial shareholders, officers and directors have agreed to waive their redemption rights with respect to their PERAC Founders Shares and, with respect to the Sponsor and PERAC’s officers and directors, any PERAC Public Shares they may hold, in connection with the completion of the Business Combination. The PERAC Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.
The Sponsor and PERAC’s directors and officers are expected to vote any PERAC Ordinary Shares over which they have voting control in favor of each of the proposals set forth in this proxy statement/prospectus. The Anchor Investors will have the discretion to vote any PERAC Ordinary Shares over which they have voting control (including any PERAC Public Shares owned by them) in any manner they choose with respect to the proposals set forth in this proxy statement/prospectus, although their ownership of PERAC Founders Shares may make it more likely that they will vote in favor of such proposals.
The Closing is conditioned on the adoption of the Business Combination Proposal and the Merger Proposal. Each of the Business Combination Proposal and the Merger Proposal are cross-conditioned on the adoption of such other proposal. Each of the Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the adoption of any other proposal set forth in this proxy statement/prospectus.
Approval of the Business Combination Proposal and, if presented, the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting. Approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting.
Approval of each of the Advisory Governance Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting. A vote to approve each of the Advisory Governance Proposals is an advisory vote, and therefore, is not binding on PERAC, Heramba, Holdco or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory votes on the Advisory Governance Proposals, PERAC, Heramba and Holdco intend that the Holdco Articles, in the form attached to this proxy statement/prospectus as Annex B and containing the provisions noted in the Advisory Governance Proposals, will take effect at the Closing, assuming approval of the Business Combination Proposal and the Merger Proposal.
Failure to vote in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting, if a valid quorum is otherwise established, will have no effect on the outcome of the vote on any of the proposals set forth in this proxy statement/prospectus. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the proposals set forth in this proxy statement/prospectus.
PERAC shareholders should be aware that, on April 17, 2023 and April 27, 2023, by formal notice in writing to PERAC and at PERAC’s request, J.P. Morgan Securities LLC (“JPM”) and BofA Securities, Inc. (“BofA”), respectively, constituting all of the underwriters of the IPO (collectively, the “IPO Underwriters”), gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of PERAC’s initial business combination pursuant to the Underwriting Agreement, dated as of October 28, 2021, by and among PERAC and the IPO Underwriters, totaling $9,232,181 (such waivers, the “Waivers”). The IPO underwriting services provided by the IPO Underwriters were substantially complete at the time of the IPO, with any deferred fees payable to the IPO Underwriters contingent upon the closing of PERAC’s initial business combination. PERAC initiated the requests for the Waivers from the IPO Underwriters in light of industry conditions at the time. Specifically, PERAC was aware of other special purpose acquisition companies that had received waivers of deferred fees, wherein no assistance was provided by IPO underwriters towards closing of a business combination transaction. However, waivers of fees for services that have already been rendered, such as the Waivers, are unusual and some investors may find the Business Combination less attractive as a result. The IPO Underwriters did not provide any additional detail in the Waivers regarding their specific reasons for agreeing to provide the Waivers, and PERAC did not correspond with the IPO Underwriters about such reasons. Pursuant to the Waivers, (i) JPM informed PERAC that it has ceased its relationship with PERAC with respect to the IPO and is not, and shall not, act in any capacity or relationship with PERAC with respect to any business combination transaction, and (ii) BofA informed PERAC that it has ceased or refuses to act in every office, capacity, and relationship with respect to any potential business combination. To PERAC’s knowledge, the Waivers constitute the IPO Underwriters’ resignation and/or refusal to act, as applicable, as underwriters for all purposes related to PERAC matters, including with respect to the Business Combination. Such Waivers therefore indicate that none of the IPO Underwriters want to be associated with the disclosures in the accompanying proxy statement/prospectus or any underlying business analysis related to the Business Combination. Each of the IPO Underwriters declined to review the disclosure herein regarding the Waivers and has disclaimed any responsibility for any portion of the accompanying proxy statement/prospectus or the registration statement of which such proxy statement/prospectus forms a part, and no IPO Underwriter has been involved in the preparation of any portion of the accompanying proxy statement/prospectus or the registration statement of which such proxy statement/prospectus forms a part. There can be no assurances that the IPO Underwriters agree with the disclosure herein regarding the Waivers, and no inference can be drawn to this effect. As part of its search for an initial business combination, PERAC occasionally asked the IPO Underwriters to provide publicly available industry information with respect to potential target companies, and JPM assisted in the preliminary evaluation of one target company that PERAC ultimately did not pursue. Except as set forth in the immediately preceding sentence, no services were provided by the IPO Underwriters to PERAC, the Sponsor or their respective affiliates following the IPO, and none of the IPO Underwriters has been engaged by PERAC, the Sponsor or any other party to the Business Combination Agreement in connection with the Business Combination. As a result of the Waivers, you should not place any reliance on the prior participation of the IPO Underwriters in the IPO or the IPO Underwriters’ participation in PERAC’s search for an initial business combination when you consider the Business Combination and other transactions contemplated by the accompanying proxy statement/prospectus, and you should not assume that the IPO Underwriters are involved in the Business Combination.
Your vote is important regardless of the number of shares you hold. Please vote as soon as possible to ensure that your vote is counted, regardless of whether you expect to attend the Extraordinary General Meeting in person (via the virtual meeting platform). Please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.
If you sign and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person (via the virtual meeting platform), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and, if a valid quorum is otherwise established, will have no effect on the outcome of any vote on the proposals set forth in this proxy statement/prospectus. However, if PERAC shareholders do not approve the Business Combination Proposal, the Business Combination may not be consummated. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person (including by virtual attendance), you may withdraw your proxy and vote in person (including by virtual attendance).
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto and any documents incorporated into the proxy statement/prospectus by reference) for a more complete description of the Business Combination and related transactions and each of the proposals. PERAC urges you to carefully read the entire proxy statement/prospectus. If you have any questions or need assistance voting your shares, please call PERAC’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200. Banks and brokers may reach Morrow Sodali LLC at (203) 658-9400. This notice of meeting and the accompanying proxy statement/prospectus are available at .
|
By Order of the Board of Directors, |
||
|
|
||
|
Srinath Narayanan |
||
|
Chief Executive Officer and Director |
IF YOU SIGN AND RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.
TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PERAC PUBLIC SHARES, YOU MUST (1) IF YOU HOLD SUCH PERAC PUBLIC SHARES THROUGH PERAC UNITS, ELECT TO SEPARATE YOUR PERAC UNITS INTO THE UNDERLYING PERAC PUBLIC SHARES AND PERAC PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PERAC PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT ALL OR SUCH PORTION OF YOUR PERAC PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER SUCH PERAC PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PERAC PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE PERAC PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE PERAC PUBLIC SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING OF PERAC SHAREHOLDERS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.
|
Page |
||
|
iii |
||
|
iv |
||
|
v |
||
|
IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES |
vi |
|
|
vii |
||
|
viii |
||
|
ix |
||
|
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE PROPOSALS |
xvi |
|
|
1 |
||
|
15 |
||
|
69 |
||
|
71 |
||
|
78 |
||
|
114 |
||
|
116 |
||
|
119 |
||
|
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION |
121 |
|
|
140 |
||
|
141 |
||
|
142 |
||
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PERAC |
156 |
|
|
163 |
||
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF HERAMBA |
164 |
|
|
BUSINESS OF KIEPE ELECTRIC AND CERTAIN INFORMATION ABOUT KIEPE ELECTRIC |
166 |
|
|
179 |
||
|
195 |
||
|
200 |
||
|
204 |
||
|
207 |
||
|
COMPARISON OF THE RIGHTS OF HOLDERS OF PERAC ORDINARY SHARES AND HOLDCO ORDINARY SHARES |
225 |
|
|
242 |
||
|
243 |
||
|
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE BUSINESS COMBINATION |
246 |
|
|
258 |
||
|
264 |
||
|
265 |
||
|
265 |
||
|
266 |
||
|
266 |
||
|
267 |
||
|
268 |
||
|
268 |
||
|
269 |
||
|
F-1 |
i
|
Page |
||
|
A-1 |
||
|
ANNEX B — MEMORANDUM AND ARTICLES OF ASSOCIATION OF HERAMBA |
B-1 |
|
|
C-1 |
||
|
D-1 |
ii
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 333-275903) by Heramba Electric plc (“Holdco”), a public limited company incorporated under the laws of Ireland, constitutes a prospectus of Holdco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the Holdco Ordinary Shares to be issued to PERAC shareholders, (2) the Holdco Public Warrants to be issued to PERAC Public Warrant holders and (3) the Holdco Founders Warrants to be issued PERAC Founders Warrant holders, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of shareholders at which PERAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.
PERAC files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. For information on how to obtain copies of these materials, see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”
iii
FINANCIAL STATEMENT PRESENTATION
Holdco
Holdco was incorporated under the laws of Ireland on July 13, 2023 for the purpose of effectuating the Business Combination described herein. Holdco has no material assets and does not operate any businesses. Accordingly, no financial statements of Holdco have been included in this proxy statement/prospectus. Following the consummation of the Business Combination, Holdco will qualify as a foreign private issuer (as defined under Rule 405 under the Securities Act) and will prepare its financial statements denominated in euros and in accordance with IFRS. Accordingly, the unaudited pro forma combined financial information presented in this proxy statement/prospectus has been prepared in accordance with IFRS and is denominated in euros.
PERAC
The financial statements of PERAC included in this proxy statement/prospectus have been prepared in accordance with GAAP and are denominated in U.S. dollars (“dollars”).
Heramba
The financial statements of Heramba included in this proxy statement/prospectus have been prepared in accordance with IFRS and are denominated in euros.
iv
In this proxy statement/prospectus, Heramba relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. This information appears in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Heramba,” “Business of Heramba and Certain Information about Heramba” and other sections of this proxy statement/prospectus. While Holdco is responsible for all of the disclosure in this proxy statement/prospectus and has compiled, extracted, and reproduced industry data from these sources, Holdco has not independently verified the data. Similarly, internal surveys, industry forecasts and market research, which Holdco believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified.
Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. While Holdco believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise and the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and Holdco. See “Forward-Looking Statements.”
v
IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES
Kiepe Electric’s audited financial statements included in this proxy statement/prospectus are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.” See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Kiepe Electric.”
vi
In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. Dollars and all references to “$,” “USD,” “US $” or “dollars” refer to U.S. dollars, the lawful currency of the United States of America. All references to “€,” “EUR” or “Euro” refer to the euro, the lawful currency of the participating members of the European Union that have adopted it as such under European Union law. Certain monetary amounts described herein have been expressed in U.S. Dollars for convenience only and, when expressed in U.S. Dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.
The exchange rate used for conversion between U.S. Dollars and Euros is based on the ECB euro reference exchange rate published by the European Central Bank as of the dates specified herein.
vii
TRADEMARKS, SERVICE MARKS AND TRADE NAMES
The Heramba name, logos and other trademarks and service marks of Heramba appearing in this prospectus are the property of Heramba. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
viii
In this proxy statement/prospectus, unless indicated otherwise or the context requires, the following terms have the meanings set forth below.
In this document:
“Additional Anchor Investors” means certain qualified institutional buyers or institutional accredited investors, none of which is affiliated with any member of PERAC’s management team, that participated in the IPO and, in connection therewith, acquired PERAC Founders Shares from the Sponsor.
“Adjournment Proposal” means the proposal, by way of ordinary resolution, to direct the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote or if certain conditions under the Business Combination Agreement are not satisfied or waived.
“Advisory Governance Proposals” means the four separate governance proposals to approve, in each case by way of ordinary resolution and on a non-binding advisory basis, certain material changes between the PERAC Articles and the Holdco Articles.
“Amended and Restated Warrant Agreement” means the amended and restated Warrant Agreement to be entered into by and among PERAC, Holdco, Continental and a successor warrant agent, if any, in connection with the Closing of the Business Combination.
“Anchor Investors” means the Original Anchor Investors and the Additional Anchor Investors.
“Ancillary Agreements” means the Registration Rights Agreement, Lock-Up Agreement, Sponsor Support Agreement, Share Contribution Agreement, Financing Agreements, Non-Redemption Agreements and all other agreements, certificates and instruments executed and delivered by PERAC, Holdco, Merger Sub, the Seller or Heramba in connection with the Business Combination and specifically contemplated by the Business Combination Agreement.
“BofA” means BofA Securities, Inc.
“broker non-vote” means the failure of a PERAC shareholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.
“Business Combination” or “Transactions” means the Merger, Contribution and the other transactions contemplated by the Business Combination Agreement and the Transaction Documents.
“Business Combination Agreement” means the Business Combination Agreement, dated as of October 2, 2023, as it may be amended, supplemented, or otherwise modified from time to time, by and among PERAC, Holdco, Merger Sub, the Seller and Heramba.
“Business Combination Proposal” means the proposal to approve and adopt, by way of ordinary resolution, the Business Combination Agreement and the Business Combination contemplated thereby, which proposal is conditioned on the approval, by way of special resolution, of the Merger Proposal.
“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.
“Class B Conversion” means the conversion by the PERAC Initial Shareholders on August 1, 2023, in connection with the implementation of the Extension, of 6,594,414 PERAC Class B Ordinary Shares to PERAC Class A Ordinary Shares on a one-for-one basis in accordance with the PERAC Articles.
“Closing” means the closing of the Business Combination.
“Closing Date” means the date on which the Closing occurs.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Combined Company” means Holdco and its consolidated subsidiaries after giving effect to the Business Combination.
ix
“Continental” means Continental Stock Transfer & Trust Company.
“Contributed Shares” means the Heramba Shares exchanged for the Share Consideration.
“Contribution” means the transfer by the Seller of the Contributed Shares to Holdco.
“Dissenting PERAC Shareholders” means the holders of the Dissenting PERAC Shares.
“Dissenting PERAC Shares” means PERAC Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and that are held by PERAC shareholders who shall have validly exercised their dissenter’s rights for such PERAC Ordinary Shares in accordance with Section 238 of the Cayman Islands Companies Act and otherwise complied with all of the provisions of the Cayman Islands Companies Act relevant to the exercise and perfection of dissenter’s rights.
“DTC” means the Depository Trust Company.
“Effective Date” means the effective date of the registration statement on Form F-4 of which this proxy statement/prospectus forms a part.
“European Union” or “EU” means the European Union.
“EU Corporate Sustainability Reporting Directive” means Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting.
“EWI Capital” means EWI Capital SPAC I LLC, which is an affiliate of PERAC’s Chief Executive Officer and a member of the Sponsor.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Existing Registration Rights Agreement” means the Registration Rights Agreement, dated as of October 28, 2021, by and among PERAC and certain PERAC securityholders.
“Extension” means the extension of the date by which PERAC must consummate an initial business combination from August 2, 2023 to May 2, 2024 that was approved by PERAC’s shareholders at the PERAC Extension Meeting.
“Extension Redemption” means the redemption by PERAC of PERAC Public Shares properly submitted for redemption in connection with the Extension.
“Extraordinary General Meeting” means the extraordinary general meeting of the shareholders of PERAC, to be held on at , Eastern Time, at the offices of Greenberg Traurig, LLP, located at 900 Stewart Avenue, Suite 505, Garden City, NY 11530, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed.
“Financing Agreements” means, collectively, the Heramba Financing Agreements and PERAC Financing Agreements.
“GAAP” means generally accepted accounting principles as in effect in the United States from time to time.
“GmbHG” means the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).
“Governmental Authority” means any federal, state, county or local or non-U.S. government, governmental, national, supranational, regulatory, taxing or administrative authority, agency, instrumentality or commission or any legislature or court, tribunal, or judicial or arbitral body.
“Heramba” means Heramba GmbH (formerly known as Blitz D22-275 GmbH), a limited liability company (Gesellschaft mit beschränkter Haftung) established under the Laws of Germany having its statutory seat in Düsseldorf, Germany, registered with the commercial register of the Local Court of Düsseldorf under HRB 98529, individually or collectively with its subsidiaries, as the context requires.
x
“Heramba Financing Agreements” means any subscription agreements, debt purchase agreements or other agreements with potential investors that may be executed by Heramba during the Interim Period.
“Heramba Holdings” means Heramba Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Heramba.
“Heramba Shares” means the shares in Heramba, which have nominal capital of EUR 1.00 each, all of which are held by the Seller.
“Heramba Subsidiaries” means, collectively, the direct and indirect Subsidiaries of Heramba, including the Targets and their Subsidiaries.
“Holdco” means Heramba Electric plc, an Irish public limited company incorporated under the laws of Ireland with company registration number 744994.
“Holdco Articles” means the articles of association of Holdco to be adopted by the sole shareholder of Holdco, substantially in the form attached to this proxy statement/prospectus as Annex B.
“Holdco Board” means the board of directors of Holdco, from time to time.
“Holdco Deferred Shares” means the 25,000 deferred ordinary shares in the capital of Holdco with a nominal value of €1.00 each.
“Holdco Founders Warrants” means warrants to subscribe for Holdco Ordinary Shares resulting from the automatic adjustment of PERAC Founders Warrants at the Merger Effective Time pursuant to the Warrant Agreement.
“Holdco Ordinary Shares” means the ordinary shares in the capital of Holdco with a nominal value of €0.0001 each.
“Holdco Public Warrants” means warrants to subscribe for Holdco Ordinary Shares resulting from the automatic adjustment of the PERAC Public Warrants at the Merger Effective Time pursuant to the Warrant Agreement.
“Holdco Shareholders” means the holders of shares in the capital of Holdco.
“Holdco Warrantholders” means the holders of Holdco Warrants.
“Holdco Warrants” means the Holdco Public Warrants and the Holdco Founders Warrants.
“IFRS” means international financial reporting standards, as adopted by the International Accounting Standards Board.
“Interim Period” means the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms.
“IPO” means the initial public offering of PERAC Units consummated by PERAC on November 2, 2021, collectively with the closing of the partial exercise of the over-allotment option on November 17, 2021.
“IPO Prospectus” means the final prospectus for the IPO, dated as of October 28, 2021.
“IPO Underwriters” means JPM and BofA, collectively, as the underwriters of the IPO.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“IR Act” means the Inflation Reduction Act of 2022.
“Irish Companies Act” means the Companies Act 2014 of Ireland as the same may be amended from time to time.
“Irish Revenue” means the Office of the Revenue Commissioners of Ireland.
“Irish Takeover Rules” means the Irish Takeover Panel Act 1997, Takeover Rules 2022, as amended.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
xi
“JPM” means J.P. Morgan Securities LLC.
“Kiepe Acquisition” means the acquisition of 85% of the equity interests of Kiepe GmbH and 100% of the equity interests of Kiepe US and the indirect acquisition of certain of their subsidiaries by Heramba and Heramba Holdings pursuant to the Kiepe SPA.
“Kiepe Electric” means Kiepe GmbH, Kiepe US and certain of their subsidiaries to be acquired by Heramba and Heramba Holdings pursuant to the Kiepe SPA.
“Kiepe GmbH” means Kiepe Electric GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the Laws of Germany having its statutory seat in Düsseldorf, Germany, registered with the commercial register of the Local Court of Düsseldorf under HRB 34306.
“Kiepe SPA” means that certain Share Purchase Agreement, Deed Index No. W 2651/2023 of Notary Public Prof. Dr. Hartmut Wicke, Munich, Germany, dated as of July 25, 2023, by and among Heramba, Heramba Holdings, Knorr-Bremse Systeme für Schienenfahrzeuge GmbH (“Seller 1”) and Knorr-Brake Holding Corporation (“Seller 2”), as amended by the SPA Amendment.
“Kiepe US” means Kiepe Electric LLC, a Georgia limited liability company.
“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, statute, constitution, common law, ordinance, code, decree, order, injunction, judgment, rule, regulation, executive order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.
“Lock-Up Agreement” means the Lock-Up Agreement to be entered into at the Closing by and among Holdco, the Sponsor and certain holders of Holdco securities upon the Closing, the form of which is attached as Exhibit C-2 to the Business Combination Agreement.
“Merger” means the merger of Merger Sub with and into PERAC, with PERAC surviving such merger, as a result of which, PERAC shall become a direct, wholly owned subsidiary of Holdco.
“Merger Consideration” means the Holdco Ordinary Shares to be issued to PERAC shareholders in exchange for the automatic cancellation, by operation of Cayman Islands law, of the issued and outstanding PERAC Class A Ordinary Shares at the Merger Effective Time.
“Merger Effective Time” means the date and time when the Merger becomes effective.
“Merger Proposal” means the proposal to approve and adopt, by way of special resolution, the Plan of Merger and the consummation of the Merger, which proposal is conditioned on the approval, by way of ordinary resolution, of the Business Combination Proposal.
“Merger Sub” means Heramba Merger Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 403111.
“Nasdaq” means The Nasdaq Stock Market LLC.
“Non-Redemption Agreements” means the Non-Redemption Agreements entered into by PERAC with the NRA Investors in connection with the PERAC Extension Meeting, pursuant to which the parties thereto agreed that, in connection with the closing of PERAC’s initial business combination, PERAC would issue or cause to be issued, on a private placement basis, an aggregate of 1,645,596 NRA Shares on the terms and conditions set forth therein.
“Northland” means Northland Securities, Inc.
“NRA Investors” means the PERAC shareholders party to the Non-Redemption Agreements, which are in each case third parties unaffiliated with PERAC.
“NRA Shares” means the aggregate 1,645,596 PERAC Class A Ordinary Shares (or equivalent post-combination securities) that PERAC has agreed to issue or cause to be issued to the NRA Investors pursuant to the Non-Redemption Agreements.
xii
“Original Anchor Investors” means certain investment funds and managed accounts managed by or affiliated with Atalaya Capital Management LP, Apollo Capital Management, L.P. and an additional qualified institutional buyer, none of which is affiliated with any member of PERAC’s management team, that participated in the IPO and, in connection therewith, acquired membership interests in the Sponsor representing indirect beneficial interests in certain PERAC Founders Shares and PERAC Founders Warrants held by the Sponsor.
“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.
“PERAC” means Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 371458.
“PERAC Articles” means the Amended and Restated Memorandum and Articles of Association of PERAC adopted by special resolution dated October 27, 2021 and effective on October 28, 2021, as amended by special resolution effective as of August 1, 2023, as may be further amended, modified or supplemented from time to time.
“PERAC Board” means the board of directors of PERAC.
“PERAC Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of PERAC.
“PERAC Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of PERAC.
“PERAC Extension Meeting” means the extraordinary general meeting in lieu of the 2023 annual general meeting of shareholders of PERAC held on August 1, 2023 at which PERAC’s shareholders approved the Extension, among other matters.
“PERAC Financing Agreements” means any subscription agreements, forward purchase agreements, non-redemption agreements or backstop agreements with potential investors that may be executed by PERAC during the Interim Period.
“PERAC Founders Shares” means the PERAC Class B Ordinary Shares issued to the PERAC Initial Shareholders prior to the IPO, including the PERAC Class A Ordinary Shares issued in the Class B Conversion.
“PERAC Founders Warrants” means the private placement warrants to purchase PERAC Class A Ordinary Shares issued to the Sponsor in the Private Placement.
“PERAC Initial Shareholders” means the holders of the PERAC Founders Shares prior to the IPO and their permitted transferees, as applicable.
“PERAC Ordinary Shares” means the PERAC Class A Ordinary Shares and the sole issued and outstanding PERAC Class B Ordinary Share.
“PERAC Preference Shares” means the preference shares, par value $0.0001 per share, of PERAC.
“PERAC Public Shareholders” means the holders of PERAC Public Shares.
“PERAC Public Shares” means the PERAC Class A Ordinary Shares issued as a component of the PERAC Units.
“PERAC Public Warrants” means warrants to purchase PERAC Class A Ordinary Shares issued as a component of the PERAC Units.
“PERAC Shareholder Redemption Amount” means the aggregate amount of cash proceeds required to satisfy any exercise by shareholders of PERAC of the Redemption Rights.
“PERAC Units” means the units issued in the IPO, each of which consisted of one PERAC Class A Ordinary Share and one-half (1/2) of one PERAC Public Warrant.
“PERAC Warrants” means the PERAC Public Warrants and the PERAC Founders Warrants.
“Person” means an individual, corporation, partnership, limited partnership, limited liability company, company, joint venture, estate, syndicate, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or Governmental Authority.
xiii
“Proposals” means, collectively, the Business Combination Proposal, the Merger Proposal, the Advisory Governance Proposals and the Adjournment Proposal.
“Redeeming PERAC Shares” means PERAC Ordinary Shares in respect of which the eligible (as determined in accordance with the PERAC Formation Document) holder thereof has validly exercised (and not validly revoked, withdrawn or lost) his, her or its Redemption Right.
“Redemption” means the right of the holders of PERAC Ordinary Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.
“PIPE Financing” means any financing arrangements pursuant to the Financing Agreements.
“Plan of Merger” means the plan of merger in substantially the form attached to the Business Combination Agreement as Exhibit A.
“Private Placement” means the private placements of PERAC Founders Warrants in connection with the IPO to the Sponsor, collectively.
“Redemption Rights” means the redemption rights provided for in Article 8 and Article 49 of the PERAC Articles.
“Registrar” means the Registrar of Companies of the Cayman Islands.
“Registration Rights Agreement” means the Registration Rights Agreement to be entered into at the Closing by and among Holdco, the Sponsor and certain holders of Holdco securities upon the Closing, the form of which is attached as Exhibit C-1 to the Business Combination Agreement.
“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Seller” means Heramba Limited, an Irish private company limited by shares duly incorporated under the laws of Ireland with company registration number 745130.
“Share Consideration” means thirty-six million seven hundred thousand (36,700,000) Holdco Ordinary Shares (newly issued by way of a capital increase and not registered under the Securities Act).
“Share Contribution Agreement” means the transfer agreement to be entered into immediately following the Merger Effective Time, by and between the Seller and Holdco, the form of which is attached as Exhibit B to the Business Combination Agreement.
“SPA Amendment” means that certain Amendment Agreement to Share Purchase Agreement, Deed Index No. W 0385/24 of Notary Public Prof. Dr. Hartmut Wicke, Munich, Germany, dated as of January 31, 2024, by and among Heramba, Heramba Holdings, Seller 1 and Seller 2.
“Sponsor” means Smilodon Capital, LLC, a Delaware limited liability company.
“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of October 2, 2023, by and among PERAC, Heramba and the Sponsor, executed in connection with the Business Combination Agreement.
“Subsidiary” or “Subsidiaries” of any Person means, with respect to such Person, any partnership, limited liability company, corporation or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; (b) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof; or (c) in any case, such Person controls the management thereof.
xiv
“Targets” means Kiepe GmbH and Kiepe US.
“Tax” or “Taxes” means any and all federal, state, provincial, local and foreign income, profits, franchise, gross receipts, environmental, capital stock, shares, severances, stamp, payroll, sales, employment, unemployment, disability, use, real property, personal property, withholding, excise, production, value added, occupancy and other taxes, duties or similar assessments, imposed, administered, collected or assessed by a Governmental Authority having or purporting to exercise jurisdiction with respect to any Tax, together with all interest, fines, penalties and additions imposed with respect to such amounts.
“Transaction Documents” means the Business Combination Agreement, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by PERAC, Holdco, Merger Sub, the Seller or Heramba in connection with the Transactions and specifically contemplated by the Business Combination Agreement.
“Trust Account” means the trust account established for the benefit of the PERAC Public Shareholders in connection with the IPO, with Continental acting as trustee pursuant to the Trust Agreement.
“Trust Agreement” means the Investment Management Trust Agreement, dated as of October 28, 2021, by and between PERAC and Continental, as trustee, as amended on August 1, 2023.
“Underwriting Agreement” means the Underwriting Agreement, dated as of October 28, 2021, by and among PERAC and the IPO Underwriters.
“Unit Separation” means the automatic separation of the PERAC Units immediately prior to the Merger Effective Time pursuant to the PERAC Articles.
“Waivers” means the formal notices in writing received by PERAC (at PERAC’s request) on April 17, 2023 and April 27, 2023 from JPM and BofA, respectively, constituting all of the IPO Underwriters, pursuant to which the IPO Underwriters gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of PERAC’s initial business combination pursuant to the Underwriting Agreement, totaling $9,232,181.
“Warrant Agreement” means the warrant agreement, dated as of October 28, 2021, by and between PERAC and Continental, as warrant agent.
“Working Capital Loans” means any loan made to PERAC by the Sponsor, any affiliate of the Sponsor, or any of PERAC’s officers or directors for the purpose of financing costs incurred in connection with PERAC’s initial business combination.
xv
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
GENERAL MEETING AND THE PROPOSALS
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the Business Combination. The following questions and answers may not include all the information that is important to PERAC’s shareholders, who are urged to carefully read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.
Q. Why am I receiving this proxy statement/prospectus?
A. On October 2, 2023, PERAC entered into the Business Combination Agreement with Holdco, Merger Sub, the Seller and Heramba, which provides for the Business Combination in which, among other transactions, Merger Sub will merge with and into PERAC, with PERAC being the Surviving Company in the Merger and becoming a direct, wholly owned subsidiary of Holdco. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.
As a result of the Business Combination, among other matters: (i) at the Merger Effective Time, each issued and outstanding PERAC Class A Ordinary Share will be automatically cancelled in exchange for the right to be issued one Holdco Ordinary Share, constituting the Merger Consideration, and each issued and outstanding PERAC Founders Warrant and PERAC Public Warrant will be automatically converted into and become one Holdco Founders Warrant and one Holdco Public Warrant, respectively, in each case to purchase Holdco Ordinary Shares; and (ii) immediately following the Merger Effective Time, pursuant to the Share Contribution Agreement, the Seller will transfer, as a contribution to Holdco, and Holdco will assume from the Seller, the Contributed Shares in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares to the Seller, constituting the Share Consideration. See “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement — Consideration,” “Beneficial Ownership of Securities,” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information regarding the consideration to be paid in the Business Combination.
PERAC shareholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt the Business Combination Agreement and the Business Combination contemplated thereby, among other proposals, at the Extraordinary General Meeting. You are receiving this proxy statement/prospectus because you hold PERAC Ordinary Shares as of the record date for the Extraordinary General Meeting.
The PERAC Units, PERAC Class A Ordinary Shares and PERAC Public Warrants are each traded on the Nasdaq Global Market tier of Nasdaq under the symbols “PEGRU,” “PEGR” and “PEGRW,” respectively. Holdco intends to apply to list the Holdco Ordinary Shares and Holdco Public Warrants on Nasdaq under the symbols “ ” and “ ,” respectively, upon Closing. There can be no assurance that the Holdco Ordinary Shares or Holdco Public Warrants will be approved for listing on Nasdaq. Pursuant to the Unit Separation, any outstanding PERAC Units will be separated into their component securities in connection with the Closing and, as such, no Holdco units will be listed on Nasdaq following the Closing.
This proxy statement/prospectus and its annexes contain important information about the Business Combination and the proposals to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, carefully and in their entirety. This document also constitutes a prospectus of Holdco with respect to certain Holdco Ordinary Shares and Holdco Warrants, in each case issuable in connection with the Business Combination.
Q. When and where is the Extraordinary General Meeting?
A. The Extraordinary General Meeting will be held on at , Eastern Time, at the offices of Greenberg Traurig, LLP, located at 900 Stewart Avenue, Suite 505, Garden City, NY 11530, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus. The Extraordinary General Meeting will be conducted via live webcast, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of the PERAC Articles. You will be able to attend the Extraordinary General Meeting online, vote and submit your
xvi
questions during the Extraordinary General Meeting by visiting . Only shareholders who own PERAC Ordinary Shares as of the close of business on the record date for the Extraordinary General Meeting will be entitled to attend the Extraordinary General Meeting.
Q. What matters will PERAC shareholders consider at the Extraordinary General Meeting?
A. At the Extraordinary General Meeting, PERAC will ask its shareholders to vote in favor of the following proposals:
• Proposal No. 1 — The Business Combination Proposal — a proposal to approve and adopt, by way of ordinary resolution, the Business Combination Agreement and the Business Combination contemplated thereby.
• Proposal No. 2 — The Merger Proposal — a proposal to approve and adopt, by way of special resolution, the Plan of Merger and the consummation of the Merger.
• Proposal Nos. 3A through 3D — The Advisory Governance Proposals — four separate governance proposals to approve, in each case by way of ordinary resolution and on a non-binding advisory basis, the following material changes between the PERAC Articles and the Holdco Articles:
(A) Proposal No. 3A — a proposal to establish the authorized capital of Holdco to consist of €49,990 divided into 200,000,000 ordinary shares of €0.0001 each (nominal value), 49,900,000 preference shares of €0.0001 each (nominal value) and 25,000 deferred ordinary shares of €1.00 each (nominal value);
(D) Proposal No. 3B — a proposal to include an advance notice provision that requires a nominating shareholder to provide notice to Holdco in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the Holdco Board;
(E) Proposal No. 3C — a proposal to include a forum selection provision whereby, subject to limited exceptions, the courts of Ireland will be the sole and exclusive forum for certain shareholder litigation matters;
(F) Proposal No. 3D — a proposal to remove provisions relating to PERAC’s status as a special purpose acquisition company that will no longer be relevant following the Closing.
• Proposal No. 4 — The Adjournment Proposal — a proposal to direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies if, based on the tabulated votes at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote or if certain conditions under the Business Combination Agreement are not satisfied or waived.
Q. Are any of the proposals conditioned on one another?
A. The Closing is conditioned on the adoption of the Business Combination Proposal and the Merger Proposal. Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the adoption of such other proposal. Each of the Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the adoption of any other proposal set forth in this proxy statement/prospectus.
It is important to note that, if the Business Combination Proposal and the Merger Proposal are not approved, then PERAC will not consummate the Business Combination. If PERAC does not consummate the Business Combination and fails to complete an initial business combination by May 2, 2024, or such later date as may be approved by PERAC’s shareholders, PERAC will be required to dissolve and liquidate, and the PERAC Warrants will expire worthless.
Q. What will happen in the Business Combination?
A. Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) immediately prior to the Merger Effective Time, (a) each issued and outstanding PERAC Unit will be automatically separated into its component securities and (b) the sole issued and outstanding PERAC Class B
xvii
Ordinary Share will be automatically converted into one PERAC Class A Ordinary Share; (ii) at the Merger Effective Time, PERAC and Merger Sub will enter into a plan of merger, pursuant to which Merger Sub will merge with and into PERAC, with PERAC being the Surviving Company in the Merger and becoming a direct, wholly owned subsidiary of Holdco; (iii) at the Merger Effective Time, (a) each PERAC Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (which, for the avoidance of doubt, will include the PERAC Class A Ordinary Shares held as a result of the Unit Separation and the Closing Class B Conversion) will be automatically cancelled in exchange for the right to be issued one Holdco Ordinary Share, (b) each PERAC Public Warrant will remain outstanding but will be automatically adjusted to become one Holdco Public Warrant, (c) each PERAC Founders Warrant will remain outstanding but will be automatically adjusted to become one Holdco Founders Warrant, (d) each PERAC Class A Ordinary Share properly tendered for redemption and issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the Trust Account pursuant to the PERAC Articles, (e) each Dissenting PERAC Share issued and outstanding immediately prior to the Merger Effective Time held by a Dissenting PERAC Shareholder will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid the fair value of such Dissenting PERAC Share and such other rights as are granted by the Cayman Islands Companies Act, and (f) each ordinary share of Merger Sub issued and outstanding at the Merger Effective Time will be automatically cancelled in consideration for the issuance of one validly issued, fully paid and non-assessable ordinary share of par value $1.00 in the Surviving Company; (iv) immediately following the Merger Effective Time, pursuant to the Share Contribution Agreement, the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the Contributed Shares, in exchange for the issuance by Holdco of the Share Consideration to the Seller; and (v) all Holdco Deferred Shares shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as treasury shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law.
Additionally, immediately following the Merger Effective Time, Holdco will issue an aggregate of 1,645,596 Holdco Ordinary Shares to the NRA Investors pursuant to the Non-Redemption Agreements.
Q. Why is PERAC proposing the Business Combination Proposal?
A. PERAC is a blank check company incorporated on February 10, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. PERAC may consummate a business combination with a target business in any geographic location or industry. If PERAC does not consummate the Business Combination and fails to complete an initial business combination by May 2, 2024, or such later date as may be approved by PERAC’s shareholders, PERAC will be required to dissolve and liquidate.
Of the net proceeds from the IPO and the Private Placement, $263,776,600 was placed into the Trust Account immediately following the IPO. In connection with the implementation of the Extension, PERAC redeemed 15,498,302 PERAC Class A Ordinary Shares tendered for redemption by the PERAC Public Shareholders, at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million. As of September 30, 2023, the remaining funds held in the Trust Account were approximately $114.5 million. In accordance with the PERAC Articles, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”
There are currently 17,473,773 PERAC Ordinary Shares issued and outstanding, consisting of 17,473,772 PERAC Class A Ordinary Shares and one PERAC Class B Ordinary Share, of which 10,879,358 are PERAC Public Shares and 6,594,415 are PERAC Founders Shares. In addition, there are currently 21,614,362 PERAC Warrants issued and outstanding, consisting of 13,188,830 PERAC Public Warrants and 8,425,532 PERAC Founders Warrants. Each whole PERAC Warrant entitles the holder thereof to purchase one PERAC Class A Ordinary Share (or, upon consummation of the Business Combination, one Holdco Ordinary Share) at an exercise price of $11.50 per share, subject to adjustment. The PERAC Warrants (and, upon consummation of the Business Combination, the Holdco Warrants) will become exercisable 30 days after the consummation of PERAC’s initial business combination and will expire five years after the consummation of PERAC’s initial business combination, or earlier upon redemption or liquidation. There are no PERAC Preference Shares issued and outstanding.
xviii
Under the PERAC Articles, PERAC must provide all holders of Public Shares with the opportunity to have their PERAC Public Shares redeemed upon the consummation of the Business Combination. Holders of PERAC Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. At the Closing, the outstanding PERAC Ordinary Shares will be automatically cancelled in exchange for the right to be issued Holdco Ordinary Shares and the outstanding PERAC Warrants will remain outstanding but will be automatically adjusted to become Holdco Warrants. All outstanding PERAC Units will be separated into their underlying securities immediately prior to the Merger Effective Time. Accordingly, Holdco will not have units outstanding following consummation of the Business Combination.
Before reaching its decision to approve the Business Combination, the PERAC Board reviewed the results of the due diligence conducted by PERAC’s management and advisors and also considered potentially positive and potentially material negative factors as part of its evaluation of the Business Combination. See sections “The Business Combination Proposal — PERAC Board’s Reasons for the Approval of the Business Combination” and “Risk Factors” for details on these factors. The PERAC Board also considered the fairness opinion delivered by Northland in connection with the Business Combination. See “— Did the PERAC Board obtain a third party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?” and “Proposal No. 1 — The Business Combination Proposal — Fairness Opinion of Northland” for more information.
Q. Who is Heramba?
A. Heramba was established as a limited liability shell company on September 1, 2022 registered with the commercial register of the Local Court of Düsseldorf under HRB 98529. The Company was formed for the purpose to focus on investing in companies with technologies and capabilities that can accelerate the decarbonization of commercial transportation. The managing director of Heramba is Dr. Hans-Jörg Grundmann and the sole shareholder of Heramba is Heramba Limited.
Q. Who is Kiepe Electric?
A. Kiepe Electric is a German-based provider of electric mobility products and solutions for rail vehicles and buses. Kiepe Electric offers its services to public transport companies, fleet operators and vehicle manufacturers as a solution designer and system integrator of electrical systems for rail vehicle systems (including trams, light rail vehicles, metros, regional trains and locomotives) and electrical vehicle systems (including electric buses, such as pure electric In Motion Charging trolley buses and battery electric buses). As an electrical engineering specialist, Kiepe Electric supplies leading urban operators and rail vehicle and bus manufacturers with electrical systems for ecologically sustainable and emission-free public transportation solutions. In addition, it is an established provider of e-mobility solutions for the mobility industry, including in high-power charging solutions, and a provider of after-sales full-service solutions to ensure full customer satisfaction.
Q. What is the Kiepe Acquisition and how is it expected to impact the Business Combination and the Combined Company?
A. In July 2023, Heramba and Heramba Holdings entered into the Kiepe SPA with Knorr Bremse Group, pursuant to which Heramba and Heramba Holdings agreed to acquire 85% of the equity interests of KE DE and 100% of the equity interests of KE US and the indirect acquisition of certain of their subsidiaries. The Kiepe Acquisition was consummated on February 6, 2024.
Q. What equity stake will PERAC shareholders and the Seller have in Holdco after the Closing?
A. Upon consummation of the Business Combination (assuming, among other things, that after the August Redemptions, no Public Shareholders exercise redemption rights in connection with the Closing), (i) PERAC’s public shareholders are expected to own approximately 22.4% of the outstanding Holdco Ordinary Shares, (ii) PERAC Sponsor is expected to own approximately 11.9% of the outstanding Holdco Ordinary Shares, and (iii) the Heramba shareholders are expected to own approximately 65.7% of the outstanding Holdco Ordinary Shares.
These percentages assume, among other assumptions, that at, or in connection with, the Closing, (i) after the August Redemptions, no public stockholders exercise their redemption rights in connection with the Business Combination, and (ii) an aggregate of shares of Holdco Ordinary Shares are issued to former shareholders of Heramba in accordance with the Business Combination Agreement. If actual facts are different from these assumptions, the percentage ownership retained by the PERAC shareholders and Heramba shareholders in the Holdco, and associated voting power, will be different.
xix
If any of PERAC’s public shareholders exercise redemption rights in connection with the Closing, the percentage of the outstanding Holdco Ordinary Shares held by PERAC’s public shareholders will decrease and the percentages of the outstanding Holdco Ordinary Shares held by the Sponsor and Heramba shareholders will increase, in each case, relative to the percentage held if none of the public shares are redeemed.
The following table illustrates varying ownership levels of the Holdco immediately following the Business Combination:
|
Equity Capitalization Summary |
Assuming Minimum Redemptions |
Assuming Mid-Point Redemptions(1) |
Assuming Maximum Redemptions(2) |
||||||||||||
|
Shares |
% |
Shares |
% |
Shares |
% |
||||||||||
|
Heramba Shareholders |
36,700,000 |
65.7 |
% |
36,700,000 |
72.8 |
% |
36,700,000 |
81.7 |
% |
||||||
|
PERAC Public Shareholders(3)(4) |
12,524,954 |
22.4 |
% |
7,085,275 |
14.1 |
% |
1,645,596 |
3.7 |
% |
||||||
|
PERAC Initial Shareholders(5) |
6,594,415 |
11.9 |
% |
6,594,415 |
13.1 |
% |
6,594,415 |
14.6 |
% |
||||||
|
Total shares |
55,819,369 |
100.0 |
% |
50,379,690 |
100.0 |
% |
44,940,011 |
100.0 |
% |
||||||
____________
(1) Represents mid-point share redemption levels reflecting approximately 79% of the 26,377,660 redeemable public shares, or approximately 20,937,981 shares, which includes the 15,498,302 shares redeemed in August 2023.
(2) Represents maximum share redemption levels reflecting 100% of the 26,377,660 redeemable public shares, or 26,377,660 shares, which includes the 15,498,302 shares redeemed in August 2023.
(3) The shares held by PERAC public shareholders include the 1,645,596 Holdco Ordinary Shares to be issued pursuant to the Non Redemption Agreements.
(4) Includes Holdco Ordinary Shares to be issued in exchange for PERAC Public Shares that may be held by the PERAC Initial Shareholders as PERAC Public Shareholders.
(5) Includes 6,594,415 Holdco Ordinary Shares to be issued in exchange for the PERAC Founder Shares.
In addition, the following table illustrates varying ownership levels in Holdco immediately following the consummation of the Business Combination based on the varying levels of redemptions by the PERAC public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities that may be outstanding as of the Closing of the Business Combination, including (i) the PERAC Public Warrants and (ii) the PERAC Private Placement Warrants:
|
Equity Capitalization Summary |
Assuming Minimum Redemptions |
Assuming Mid-Point Redemptions(1) |
Assuming Maximum Redemptions(2) |
||||||||||||
|
Shares |
% |
Shares |
% |
Shares |
% |
||||||||||
|
Heramba Shareholders |
36,700,000 |
47.4 |
% |
36,700,000 |
51.0 |
% |
36,700,000 |
55.1 |
% |
||||||
|
PERAC Public Shareholders(3)(4) |
25,713,784 |
33.2 |
% |
20,274,105 |
28.2 |
% |
14,834,426 |
22.3 |
% |
||||||
|
PERAC Initial Shareholders(5) |
15,019,947 |
19.4 |
% |
15,019,947 |
20.8 |
% |
15,019,947 |
22.6 |
% |
||||||
|
Total shares |
77,433,731 |
100.0 |
% |
71,994,052 |
100.0 |
% |
66,554,373 |
100.0 |
% |
||||||
____________
(1) Represents mid-point share redemption levels reflecting approximately 79% of the 26,377,660 redeemable public shares, or approximately 20,937,981 shares, which includes the 15,498,302 shares redeemed in August 2023.
(2) Represents maximum share redemption levels reflecting 100% of the 26,377,660 redeemable public shares, or 26,377,660 shares, which includes the 15,498,302 shares redeemed in August 2023.
(3) The shares held by PERAC public shareholders include the 1,645,596 Holdco Ordinary Shares to be issued pursuant to the Non Redemption Agreements.
(4) Includes Holdco Ordinary Shares to be issued in exchange for PERAC Public Shares that may be held by the PERAC Initial Shareholders as PERAC Public Shareholders.
(5) Includes 6,594,415 Holdco Ordinary Shares to be issued in exchange for the PERAC Founder Shares.
In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.
All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the “Maximum Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”
xx
Q. How has the announcement of the Business Combination affected the trading price of the PERAC securities?
A. On October 2, 2023, the trading date preceding the announcement of the Business Combination, the closing prices of the PERAC Units, PERAC Public Shares and PERAC Public Warrants as reported by Nasdaq were $10.8178, $10.45, and $0.12, respectively. As of , , the record date for the Extraordinary General Meeting, the closing prices of the PERAC Units, PERAC Public Shares and PERAC Public Warrants as reported by Nasdaq was $ , $ , and $ , respectively. Holders of PERAC’s securities should obtain current market quotations for the securities. The market price of PERAC’s securities could vary at any time prior to Closing.
Q. What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A. After completion of the Business Combination, if consummated, the funds held in the Trust Account will be used to pay PERAC Public Shareholders who properly exercise their Redemption Rights and, after paying the redemptions, a portion is expected to be used to pay transaction expenses incurred by PERAC and Heramba (estimated, as of June 30, 2023, for purposes of the inclusion of such estimate in the information contained in the section of this proxy statement/prospectus titled “Unaudited Pro Forma Condensed Combined Financial Information,” to be €8.3 million and €6.3 million, respectively), which estimate is subject to adjustment and may be different than the actual aggregate transaction expenses incurred and unpaid by PERAC and Heramba as of and through the Closing Date.
Any additional proceeds from the funds held in the Trust Account are expected to be used to fund operating expenses of the Combined Company. There can be no assurance that the Combined Company will realize any remaining proceeds from the Trust Account or that any remaining proceeds will be meaningful, in which case the Combined Company will be dependent on other available sources of liquidity to fund the intended uses described above, including any funds on hand, any funds generated through business operations and any funds that may be available to the Combined Company through financing or other means, if and to the extent available.
In addition, the foregoing expected uses of funds held in the Trust Account represent Heramba’s current intentions based upon its current plans and business conditions, which could change in the future as the Combined Company’s plans and business conditions evolve. As of the date of this proxy statement/prospectus, Heramba cannot predict with certainty all of the particular uses of the funds held in the Trust Account, or the amounts that the Combined Company will actually spend on the uses set forth above. The amounts and timing of the Combined Company’s actual expenditures may vary significantly depending on numerous factors, including the amount of remaining proceeds realized from the Business Combination, if any, cash flows from operations and the anticipated growth of Combined Company’s business. The Combined Company’s management will retain broad discretion over the allocation of the proceeds from the Business Combination. Pending the Combined Company’s use of the funds in the Trust Account, it is currently expected that such funds would be invested in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.
Q. Who will be the directors and officers of Holdco if the Business Combination is consummated?
A. It is anticipated that, following consummation of the Business Combination, the Holdco Board will consist of individuals. PERAC and Heramba expect that the Holdco Board members will be Michael Browning, Diego Diaz, Nina Jensen, Neil McArthur, Srinath Narayanan, Avinash Rugoobur, Eric Spiegel and . The initial officers of Holdco upon the Closing are anticipated to be Alexander Ketterl, Chief Executive Officer, Velimir Tatalovic, Chief Financial Officer, Christopher Wede, Head of Sales & Business Development, Ulrich Lauel, Head of Rail, and Andreas Heitland, Head of Operations & Service. See the section entitled “Management of Holdco Following the Business Combination” for additional information.
Q. How will Holdco be governed following the Business Combination?
A. Upon consummation of the Business Combination, pursuant to the Irish Companies Act and the Holdco Articles, the Holdco Board will responsible for the management of Holdco’s business and affairs and will serve as the ultimate decision-making body of the Company except for those matters reserved under Irish law to Holdco Shareholders. The Holdco Board will oversee Holdco’s management team to whom it will delegate the power to manage Holdco’s day-to-day operations. A copy of the Holdco Articles is attached to this proxy statement/prospectus as Annex B.
xxi
Q. What conditions must be satisfied to complete the Business Combination?
A. There are a number of closing conditions in the Business Combination Agreement, including that PERAC’s shareholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement — Conditions to Closing.”
Q. What happens if I sell my PERAC Ordinary Shares before the Extraordinary General Meeting?
A. The record date for the Extraordinary General Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your PERAC Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be able to seek redemption of your PERAC Ordinary Shares because you will no longer be able to deliver them for cancellation upon the Closing. If you transfer your PERAC Ordinary Shares prior to the record date, you will have no right to vote those shares at the Extraordinary General Meeting or to have them redeemed for a pro rata portion of the aggregate amount on deposit in the Trust Account. Only PERAC’s shareholders on the date of the Closing will be entitled to receive Holdco Ordinary Shares in connection with the Closing.
Q. What vote is required to approve the proposals presented at the Extraordinary General Meeting?
A. Approval of the Business Combination Proposal and, if presented, the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting. Approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting.
Approval of each of the Advisory Governance Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting. A vote to approve each of the Advisory Governance Proposals is an advisory vote, and therefore, is not binding on PERAC, Heramba, Holdco or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory votes on the Advisory Governance Proposals, PERAC, Heramba and Holdco intend that the Holdco Articles, in the form attached to this proxy statement/prospectus as Annex B and containing the provisions noted in the Advisory Governance Proposals, will take effect at the Closing, assuming approval of the Business Combination Proposal and the Merger Proposal.
The Closing is conditioned on the adoption of the Business Combination Proposal and the Merger Proposal. Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the adoption of such other proposal. Each of the Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the adoption of any other proposal set forth in this proxy statement/prospectus.
It is important to note that, if the Business Combination Proposal and the Merger Proposal are not approved, then PERAC will not consummate the Business Combination. If PERAC does not consummate the Business Combination and fails to complete an initial business combination by May 2, 2024, or such later date as may be approved by PERAC’s shareholders, PERAC will be required to dissolve and liquidate, and the PERAC Warrants will expire worthless.
Q. Does the Seller need to approve the Business Combination?
A. Concurrently with the execution and delivery of the Business Combination Agreement, the Seller, as the sole shareholder of Heramba, delivered to PERAC a written consent pursuant to which, among other things, it approved the execution of the Business Combination Agreement and the Business Combination contemplated thereby.
xxii
Q. Is PERAC required to have a minimum amount of cash after redemptions in order to close the Business Combination?
A. There is no minimum cash condition under the Business Combination Agreement. In addition, the PERAC Articles do not currently have a net tangible asset requirement.
Q. May the PERAC Initial Shareholders and PERAC’s directors and officers or their affiliates purchase PERAC Ordinary Shares in connection with the Business Combination?
A. Subject to applicable securities laws, the Sponsor or PERAC’s directors, officers, advisors or their affiliates may purchase PERAC Public Shares or PERAC Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such purchases may include a contractual acknowledgment that a shareholder, although still the record holder of PERAC Public Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that the Sponsor or PERAC’s directors, officers, advisors or their affiliates purchase PERAC Public Shares in privately negotiated transactions from PERAC Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem such shares. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Potential Actions to Secure Requisite Shareholder Approvals” for more information.
Q. Will PERAC or Holdco issue additional equity securities in connection with the consummation of the Business Combination?
A. Following the execution of the Business Combination Agreement, PERAC or Heramba may enter into one or more Financing Agreements with respect to the PIPE Financing. Each of PERAC, Heramba and the Seller has agreed to use commercially reasonable efforts to cooperate in connection with the arrangement of the PIPE Financing. No terms with respect to the PIPE Financing have yet been agreed with any potential investors to date. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming PERAC Public Shareholders and the Seller following the Business Combination.
Q. How many votes do I have at the Extraordinary General Meeting?
A. PERAC’s shareholders are entitled to one vote at the Extraordinary General Meeting for each PERAC Ordinary Share held of record as of the record date. As of the close of business on the record date, there were 17,473,773 PERAC Ordinary Shares issued and outstanding, consisting of 17,473,772 PERAC Class A Ordinary Shares and one PERAC Class B Ordinary Share.
Q. How will the PERAC Initial Shareholders and PERAC’s directors and officers vote?
A. As of the record date, the PERAC Initial Shareholders and PERAC’s directors and officers beneficially own an aggregate of approximately 37.7% of the issued and outstanding PERAC Ordinary Shares on the record date (excluding any PERAC Public Shares held by the Anchor Investors), of which 1,171,717 PERAC Founders Shares, or approximately 6.7% of the issued and outstanding PERAC Ordinary Shares on the record date, are held directly by the Anchor Investors. The PERAC Initial Shareholders and PERAC’s directors and officers have agreed to waive their Redemption Rights with respect to their PERAC Founders Shares and, with respect to the Sponsor and PERAC’s officers and directors, any PERAC Public Shares they may hold, in connection with the completion of the Business Combination.
The Sponsor and PERAC’s directors and officers are expected to vote any PERAC Ordinary Shares over which they have voting control in favor of each of the proposals set forth in this proxy statement/prospectus. The Anchor Investors will have the discretion to vote any PERAC Ordinary Shares over which they have voting control (including any PERAC Public Shares owned by them) in any manner they choose with respect to the proposals set forth in this proxy statement/prospectus, although their ownership of PERAC Founders Shares may make it more likely that they will vote in favor of such proposals.
xxiii
Q. What interests do the PERAC Initial Shareholders and PERAC’s directors and officers have in the Business Combination?
A. When you consider the recommendation of the PERAC Board to vote in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus, you should keep in mind that the PERAC Initial Shareholders and certain of PERAC’s directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with, your interests as a shareholder. These interests include, among other things:
• the beneficial ownership interests that the PERAC Initial Shareholders and certain of PERAC’s directors and officers have in the 6,594,415 PERAC Founders Shares, acquired prior to the IPO for an aggregate purchase price of $25,000, which shares would become worthless if PERAC does not complete an initial business combination within the applicable time period, as the holders have waived liquidation rights with respect to such shares. The PERAC Founders Shares have an aggregate market value of approximately $ , based on the closing price of the PERAC Class A Ordinary Shares of $ on Nasdaq on ;
• the beneficial ownership interests that the PERAC Initial Shareholders and certain of PERAC’s directors and officers have in the 8,425,532 PERAC Founders Warrants, acquired for an aggregate purchase price of $8,425,532, which warrants would become worthless if PERAC does not complete an initial business combination within the applicable time period, as there will be no distribution from the Trust Account with respect to PERAC Warrants. The PERAC Founders Warrants have an aggregate market value of approximately $ , based on the closing price of the PERAC Public Warrants of $ on Nasdaq on ;
• even if the trading price of the Holdco Ordinary Shares following the consummation of the Business Combination was as low as $1.28 per share, the aggregate market value of the Holdco Ordinary Shares issued in exchange for the PERAC Founders Shares alone (without taking into account the value of the Holdco Founders Warrants received upon conversion of the PERAC Founders Warrants) would be approximately equal to the initial investment in PERAC by the PERAC Initial Shareholders. As a result, if the Business Combination is completed, the PERAC Initial Shareholders are likely to be able to make a substantial profit on their investment in PERAC even at a time when the Holdco Ordinary Shares have lost significant value. On the other hand, if the Business Combination Proposal is not approved and PERAC does not consummate an initial business combination by May 2, 2024, or such later date as may be approved by PERAC’s shareholders, the PERAC Initial Shareholders will lose their entire investment in PERAC (except as to any liquidating distributions to which they may be entitled as holders of PERAC Public Shares);
• a total of eleven Anchor Investors purchased units in the IPO, and in connection therewith, (i) the Original Anchor Investors subscribed for interests in the Sponsor representing an aggregate of 1,379,850 PERAC Founders Shares and certain of the PERAC Founders Warrants held by the Sponsor, which interests may be subject to forfeiture or repurchase in connection with the transfer or redemption of PERAC Public Shares acquired by the Original Anchor Investors at the time of the IPO, and (ii) the Additional Anchor Investors purchased an aggregate of 1,171,717 PERAC Founders Shares from the Sponsor, in each case at prices similar to those paid by the Sponsor for the PERAC Founders Shares and PERAC Founders Warrants, as applicable. As a result, if the Business Combination is consummated, the Anchor Investors may make a substantial profit on their investment in PERAC, even at a time when the Holdco Ordinary Shares have lost significant value. The Anchor Investors may therefore have different interests with respect to a vote on the Business Combination Proposal and the other proposals described in this proxy statement/prospectus than other PERAC Public Shareholders and an incentive to vote any PERAC Public Shares they own in favor of such proposals. However, PERAC is not aware of any arrangements or understandings among the Anchor Investors with regard to voting, including voting with respect to the Business Combination Proposal or the other proposals described in this proxy statement/prospectus;
• in connection with the IPO, the Sponsor agreed that it will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by any claims by a third party for services rendered or products sold to PERAC, or a prospective target business with which PERAC has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement;
xxiv
• the PERAC Articles specify certain rights of directors and officers to be indemnified by PERAC, and of PERAC’s directors and officers to be exculpated from monetary liability with respect to prior acts or omissions, which rights will continue after PERAC’s initial business combination. If an initial business combination is not approved and PERAC liquidates, PERAC will not be able to perform its obligations to its directors and officers under those provisions;
• none of PERAC’s directors or officers has received any cash compensation for services rendered to PERAC;
• the Sponsor and PERAC’s directors and officers, or any of their respective affiliates, will not receive reimbursement for any out-of-pocket expenses incurred in connection with activities on PERAC’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations, to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless an initial business combination is consummated;
• on October 25, 2023, PERAC issued an unsecured promissory note to the Sponsor, whereby the Sponsor has agreed to loan up to $500,000 to PERAC for working capital needs. Additionally, on January 26, 2024, PERAC issued an unsecured promissory note to Srinath Narayanan, PERAC’s Chief Executive Officer, whereby Mr. Narayanan has agreed to loan up to $375,000 to PERAC for working capital needs. Each loan accrues no interest on the unpaid principal balance and is due on the earlier of (i) the date on which PERAC consummates an initial business combination and (ii) the date that PERAC’s winding up is effective. As of the date of this proxy statement/prospectus, PERAC had an aggregate outstanding balance of $850,000 under such notes. The Sponsor and Mr. Narayanan will not have any claim against the Trust Account with respect to such loans and, accordingly, PERAC may not be able to repay such loans if it does not complete an initial business combination.
• PERAC has an agreement to pay EWI Capital, which is an affiliate of PERAC’s chief executive officer and a member of the Sponsor, a monthly fee of $30,000 for office space and administrative support until the earlier of the completion of PERAC’s initial business combination or liquidation, certain of which fees have accrued but not yet been paid. If an initial business combination is not approved and PERAC liquidates, EWI Capital may not receive payment in full under such agreement;
• the potential continuation of one or more of PERAC’s directors or officers as directors or officers of the Combined Company following the consummation of the Business Combination; and
• the anticipated continuation of directors’ and officers’ liability insurance after the Business Combination.
These interests may influence PERAC’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. You should also read the section entitled “Proposal No. 1 — The Business Combination Proposal — PERAC Board’s Reasons for the Approval of the Business Combination.”
Q. Did the PERAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A. Yes. The PERAC Board retained Northland to provide a fairness opinion in connection with the Business Combination. The PERAC Board decided to obtain such fairness opinion to determine (i) the fairness, from a financial point of view, to PERAC and PERAC’s unaffiliated shareholders of the Merger Consideration under the Business Combination Agreement, and (ii) whether Heramba has a fair market value equal to at least 80% of the balance of funds in the Trust Account (excluding deferred underwriting commissions and taxes payable). In selecting Northland, the PERAC Board considered, among other things, Northland’s qualifications, expertise and reputation, as well as Northland’s knowledge of PERAC, Heramba and Kiepe Electric, the businesses of PERAC, Heramba and Kiepe Electric and the industries in which PERAC, Heramba and Kiepe Electric operate. On September 29, 2023, Northland rendered its oral opinion to the PERAC Board, which was subsequently confirmed in a letter dated September 29, 2023, stating that, as of the date of the letter and subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications in such letter, (i) the fairness, from a financial point of view, to PERAC and PERAC’s unaffiliated shareholders of the Merger Consideration under the Business Combination Agreement, and (ii) that Heramba had a fair market value equal to at least 80% of the balance of funds in the Trust Account (excluding deferred underwriting commissions
xxv
and taxes payable). Northland’s written opinion is attached to this proxy statement/prospectus as Annex C. For more information with respect to the opinion of Northland, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Fairness Opinion of Northland.”
Q. What happens if the Business Combination Proposal is not approved?
A. If the Business Combination Proposal is not approved and PERAC does not consummate a business combination by May 2, 2024, or such later date as may be approved by PERAC’s shareholders, PERAC will be required to dissolve and liquidate the Trust Account.
Q. Do I have Redemption Rights?
A. If you are a holder of PERAC Public Shares, you may redeem your PERAC Public Shares for cash equal to the pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to PERAC to pay its taxes (if any), upon the consummation of the Business Combination. Redemption Rights are not available to holders of PERAC Warrants in connection with the Business Combination. The PERAC Initial Shareholders, the Sponsor and PERAC’s officers and directors have agreed to waive their Redemption Rights with respect to their PERAC Founders Shares and, with respect to the Sponsor and PERAC’s officers and directors, any PERAC Public Shares they may hold, in connection with the completion of the Business Combination. The PERAC Founders Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $114.5 million on September 30, 2023, the estimated per share redemption price would have been approximately $10.52. This is greater than the $10.00 IPO price of the PERAC Public Units. Additionally, PERAC Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to PERAC to pay its taxes (if any) but less up to $100,000 of interest to pay dissolution expenses, in connection with the liquidation of the Trust Account if PERAC does not complete a business combination within the applicable time period.
Q. Is there a limit on the number of shares I may redeem?
A. A PERAC Public Shareholder, together with any of his, her or its affiliates or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 15% or more of the PERAC Public Shares without PERAC’s prior consent. Accordingly, all shares in excess of 15% of the PERAC Public Shares owned by a holder will not be redeemed. On the other hand, a PERAC Public Shareholder who holds less than 15% of the PERAC Public Shares may redeem all of the PERAC Public Shares held by such shareholder for cash.
Q. Will how I vote affect my ability to exercise Redemption Rights?
A. No. You may exercise your Redemption Rights whether you vote your PERAC Public Shares for or against the Business Combination Proposal or any other proposal described in this proxy statement/prospectus, or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their PERAC Public Shares and no longer remain shareholders, leaving shareholders who choose not to have their PERAC Public Shares redeemed holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.
As a result of the Waivers, you should not place any reliance on the prior participation of the IPO Underwriters in the IPO or the IPO Underwriters’ participation in PERAC’s search for an initial business combination when you consider the Business Combination and other transactions contemplated by this proxy statement/prospectus, and you should not assume that the IPO Underwriters are involved in the Business Combination. See the question entitled “What are the potential impacts on the Business Combination and related transactions resulting from the Waivers?”
Q. What are the potential impacts on the Business Combination and related transactions resulting from the Waivers?
A. On April 17, 2023 and April 27, 2023, by formal notice in writing to PERAC and at PERAC’s request, JPM and BofA, respectively, constituting all of the IPO Underwriters, gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of PERAC’s initial business combination pursuant to the Underwriting Agreement, totaling $9,232,181.
xxvi
The IPO Underwriters were previously paid an aggregate of $5,275,532 in underwriting commissions at the time of the IPO. The IPO underwriting services provided by the IPO Underwriters were substantially complete at the time of the IPO, with any deferred fees payable to the IPO Underwriters contingent upon the closing of PERAC’s initial business combination. As a result of the gratuitous Waivers, the transaction expenses payable by PERAC at the consummation of the Business Combination will be reduced by approximately $9,232,181.
PERAC initiated the requests for the Waivers from the IPO Underwriters in light of industry conditions at the time. Specifically, PERAC was aware of other special purpose acquisition companies that had received waivers of deferred fees, wherein no assistance was provided by IPO underwriters towards closing of a business combination transaction. However, waivers of fees for services that have already been rendered, such as the Waivers, are unusual and some investors may find the Business Combination less attractive as a result. The IPO Underwriters did not provide any additional detail in the Waivers regarding their specific reasons for agreeing to provide the Waivers, and PERAC did not correspond with the IPO Underwriters about such reasons. Pursuant to the Waivers, (i) JPM informed PERAC that it has ceased its relationship with PERAC with respect to the IPO and is not, and shall not, act in any capacity or relationship with PERAC with respect to any business combination transaction, and (ii) BofA informed PERAC that it has ceased or refuses to act in every office, capacity, and relationship with respect to any potential business combination. To PERAC’s knowledge, the Waivers constitute the IPO Underwriters’ resignation and/or refusal to act, as applicable, as underwriters for all purposes related to PERAC matters, including with respect to the Business Combination. Such Waivers therefore indicate that none of the IPO Underwriters want to be associated with the disclosures in this proxy statement/prospectus or any underlying business analysis related to the Business Combination. Each of the IPO Underwriters declined to review the disclosure herein regarding the Waivers and has disclaimed any responsibility for any portion of this proxy statement/prospectus or the registration statement of which this proxy statement/prospectus forms a part, and no IPO Underwriter has been involved in the preparation of any portion of this proxy statement/prospectus or the registration statement of which such proxy statement/prospectus forms a part. There can be no assurances that the IPO Underwriters agree with the disclosure herein regarding the Waivers, and no inference can be drawn to this effect.
As a result of the Waivers, PERAC Public Shareholders may be more likely to exercise their Redemption Rights with respect to their PERAC Public Shares and the proceeds that the Combined Company receives as a result of the Business Combination may therefore be reduced. Additionally, as a result of the Waivers, PERAC Public Shareholders may be more likely to vote against the Business Combination. It is important to note that, if the Business Combination Proposal and the Merger Proposal are not approved, then PERAC will not consummate the Business Combination. If PERAC does not consummate the Business Combination and fails to complete an initial business combination by May 2, 2024, or such later date as may be approved by PERAC’s shareholders, PERAC will be required to dissolve and liquidate, and the PERAC Warrants will expire worthless.
For additional information, see the sections entitled “Proposal No. 1 — The Business Combination Proposal — IPO Underwriters’ Waivers,” “Risk Factors — Risks Related to PERAC — Each of the IPO Underwriters were to be compensated, in part, on a deferred basis for already-rendered underwriting services in connection with the IPO that were substantially complete at the time of the IPO, yet the IPO Underwriters have instead gratuitously waived their entitlement to such compensation and disclaimed any responsibility for this proxy statement/prospectus” and “Risk Factors — Litigation or legal proceedings could expose any of PERAC, Heramba or Holdco to significant liabilities and may have a negative impact on PERAC’s, Heramba’s, Holdco’s or the Combined Company’s respective reputations or business, as applicable, and may be negatively impacted in light of the Waivers.”
Q. What happens if a substantial number of the PERAC Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption Rights?
A. As discussed above, PERAC Public Shareholders may vote in favor of the Business Combination Proposal or any other proposal described in this proxy statement/prospectus and also exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of PERAC Public Shareholders are reduced as a result of redemptions of PERAC Public Shares. With fewer PERAC Public Shares and PERAC Public Shareholders, the trading market for Holdco Ordinary Shares may be less liquid than the market for PERAC Class A Ordinary Shares was prior to the Closing and Holdco may not be able to continue to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into the Combined Company’s business will be reduced.
xxvii
For illustrative purposes, based on funds in the Trust Account of approximately $114.5 million on September 30, 2023, the estimated per share redemption price would have been approximately $10.52.
Upon consummation of the Business Combination (assuming, among other things, that after the August Redemptions, no Public Shareholders exercise redemption rights in connection with the Closing), (i) PERAC’s public shareholders are expected to own approximately 22.4% of the outstanding Holdco Ordinary Shares, (ii) PERAC Sponsor is expected to own approximately 11.9% of the outstanding Holdco Ordinary Shares, and (iii) the Heramba shareholders are expected to own approximately 65.7% of the outstanding Holdco Ordinary Shares.
These percentages assume, among other assumptions, that at, or in connection with, the Closing, (i) after the August Redemptions, no public stockholders exercise their redemption rights in connection with the Business Combination, and (ii) an aggregate of shares of Holdco Ordinary Shares are issued to former shareholders of Heramba in accordance with the Business Combination Agreement. If actual facts are different from these assumptions, the percentage ownership retained by the PERAC shareholders and Heramba shareholders in the Holdco, and associated voting power, will be different.
If any of PERAC’s public shareholders exercise redemption rights in connection with the Closing, the percentage of the outstanding Holdco Ordinary Shares held by PERAC’s public shareholders will decrease and the percentages of the outstanding Holdco Ordinary Shares held by the Sponsor and Heramba shareholders will increase, in each case, relative to the percentage held if none of the public shares are redeemed.
The following table illustrates varying ownership levels of the Holdco immediately following the Business Combination:
|
Equity Capitalization Summary |
Assuming Minimum Redemptions |
Assuming Mid-Point Redemptions(1) |
Assuming Maximum Redemptions(2) |
||||||||||||
|
Shares |
% |
Shares |
% |
Shares |
% |
||||||||||
|
Heramba Shareholders |
36,700,000 |
65.7 |
% |
36,700,000 |
72.8 |
% |
36,700,000 |
81.7 |
% |
||||||
|
PERAC Public Shareholders(3)(4) |
12,524,954 |
22.4 |
% |
7,085,275 |
14.1 |
% |
1,645,596 |
3.7 |
% |
||||||
|
PERAC Initial Shareholders(5) |
6,594,415 |
11.9 |
% |
6,594,415 |
13.1 |
% |
6,594,415 |
14.6 |
% |
||||||
|
Total shares |
55,819,369 |
100.0 |
% |
50,379,690 |
100.0 |
% |
44,940,011 |
100.0 |
% |
||||||
____________
(1) Represents mid-point share redemption levels reflecting approximately 79% of the 26,377,660 redeemable public shares, or approximately 20,937,981 shares, which includes the 15,498,302 shares redeemed in August 2023.
(2) Represents maximum share redemption levels reflecting 100% of the 26,377,660 redeemable public shares, or 26,377,660 shares, which includes the 15,498,302 shares redeemed in August 2023.
(3) The shares held by PERAC public shareholders include the 1,645,596 Holdco Ordinary Shares to be issued pursuant to the Non Redemption Agreements.
(4) Includes Holdco Ordinary Shares to be issued in exchange for PERAC Public Shares that may be held by the PERAC Initial Shareholders as PERAC Public Shareholders.
(5) Includes 6,594,415 Holdco Ordinary Shares to be issued in exchange for the PERAC Founder Shares.
In addition, the following table illustrates varying ownership levels in Holdco immediately following the consummation of the Business Combination based on the varying levels of redemptions by the PERAC public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities that may be outstanding as of the Closing of the Business Combination, including (i) the PERAC Public Warrants and (ii) the PERAC Private Placement Warrants:
|
Equity Capitalization Summary |
Assuming Minimum Redemptions |
Assuming Mid-Point Redemptions(1) |
Assuming Maximum Redemptions(2) |
||||||||||||
|
Shares |
% |
Shares |
% |
Shares |
% |
||||||||||
|
Heramba Shareholders |
36,700,000 |
47.4 |
% |
36,700,000 |
51.0 |
% |
36,700,000 |
55.1 |
% |
||||||
|
PERAC Public Shareholders(3)(4) |
25,713,784 |
33.2 |
% |
20,274,105 |
28.2 |
% |
14,834,426 |
22.3 |
% |
||||||
|
PERAC Initial Shareholders(5) |
15,019,947 |
19.4 |
% |
15,019,947 |
20.8 |
% |
15,019,947 |
22.6 |
% |
||||||
|
Total shares |
77,433,731 |
100.0 |
% |
71,994,052 |
100.0 |
% |
66,554,373 |
100.0 |
% |
||||||
____________
(1) Represents mid-point share redemption levels reflecting approximately 79% of the 26,377,660 redeemable public shares, or approximately 20,937,981 shares, which includes the 15,498,302 shares redeemed in August 2023.
(2) Represents maximum share redemption levels reflecting 100% of the 26,377,660 redeemable public shares, or 26,377,660 shares, which includes the 15,498,302 shares redeemed in August 2023.
xxviii
(3) The shares held by PERAC public shareholders include the 1,645,596 Holdco Ordinary Shares to be issued pursuant to the Non Redemption Agreements.
(4) Includes Holdco Ordinary Shares to be issued in exchange for PERAC Public Shares that may be held by the PERAC Initial Shareholders as PERAC Public Shareholders.
(5) Includes 6,594,415 Holdco Ordinary Shares to be issued in exchange for the PERAC Founder Shares.
In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.
All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the “Maximum Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”
Q. How do I exercise my Redemption Rights?
A. In order to exercise your Redemption Rights, you must, prior to 5:00 p.m. Eastern time on (two business days before the Extraordinary General Meeting), (i) (a) hold PERAC Public Shares or (b) hold PERAC Public Shares through PERAC Units and elect to separate your PERAC Units into the underlying PERAC Public Shares and PERAC Public Warrants prior to exercising your Redemption Rights with respect to such PERAC Public Shares; (ii) submit a request in writing that PERAC redeem all or such portion of your PERAC Public Shares for cash to Continental, PERAC’s transfer agent; and (iii) deliver your PERAC Public Shares either physically or electronically through DTC to PERAC’s transfer agent. The address of PERAC’s transfer agent is listed under the question “Who can help answer my questions?” below. PERAC requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your PERAC Public Shares generally will be faster than delivery of physical share certificates.
A physical share certificate will not be needed if your shares are delivered to PERAC’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and PERAC’s transfer agent will need to act to facilitate the request. PERAC Public Shareholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is PERAC’s understanding that shareholders should generally allot at least one week to obtain physical certificates from its transfer agent. However, PERAC does not have any control over this process and it may take longer than one week. If it takes longer than anticipated to obtain a physical certificate, PERAC Public Shareholders who wish to redeem their PERAC Public Shares may be unable to obtain physical certificates by the deadline for exercising their Redemption Rights and thus will be unable to redeem their PERAC Public Shares. PERAC Public Shareholders who hold their PERAC Public Shares in street name will have to coordinate with their bank, broker or other nominee to have such shares certificated or delivered electronically. If you do not submit a written request and deliver your PERAC Public Shares as described above, such shares will not be redeemed.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with PERAC’s consent. If you delivered your PERAC Public Shares for redemption to PERAC’s transfer agent and decide within the required timeframe not to exercise your Redemption Rights, you may request that PERAC’s transfer agent return the shares (physically or electronically). Such requests may be made by contacting PERAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” See “The Extraordinary General Meeting of PERAC Shareholders — Redemption Rights” for more information.
xxix
Q. If I hold PERAC Warrants, can I exercise Redemption Rights with respect to my warrants?
A. No. There are no redemption rights with respect to the PERAC Warrants or any PERAC Class A Ordinary Shares underlying the PERAC Warrants. Upon consummation of the Business Combination, the PERAC Warrants shall, by their terms, entitle the holders thereof to purchase Holdco Ordinary Shares in lieu of PERAC Class A Ordinary Shares at an exercise price of $11.50 per share, subject to adjustment.
Q. How will the Holdco Public Warrants differ from the Holdco Founders Warrants and what are the related risks for any holder of Holdco Public Warrants following the Business Combination?
A. The Holdco Public Warrants will be identical to the Holdco Founders Warrants in material terms and provisions, except that the Sponsor (as the sole holder of Holdco Founders Warrants) has agreed not to transfer, assign or sell any of the Holdco Founders Warrants (except to certain permitted transferees) until 30 days after the Closing. The Holdco Founders Warrants will also not redeemable by Holdco (except as set forth under “Description of Holdco Securities — Holdco Warrants — Redemption of Holdco Warrants when the price per Holdco Ordinary Share equals or exceeds $10.00”) and will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. If the Holdco Founders Warrants are held by holders other than the Sponsor or its permitted transferees, such warrants will be redeemable by Holdco and exercisable by the holders thereof on the same basis as the Holdco Public Warrants.
Following the Business Combination, Holdco may redeem your Holdco Public Warrants at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants. Holdco will have the ability to redeem outstanding Holdco Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sale price of the Holdco Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before Holdco sends the notice of redemption to the Holdco warrant holders and provided certain other conditions are met. Please see “Description of Holdco Securities — Holdco Warrants — Redemption of Holdco Warrants when the price per Holdco Ordinary Share equals or exceeds $18.00.” Redemption of the outstanding Holdco Public Warrants could force you to (a) exercise your Holdco Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) sell your Holdco Public Warrants at the then-current market price when you might otherwise wish to hold your Holdco Public Warrants or (c) accept the nominal redemption price which, at the time the outstanding Holdco Public Warrants are called for redemption, is likely to be substantially less than the market value of your Holdco Public Warrants. None of the Holdco Founders Warrants will be redeemable by Holdco for cash in such scenario so long as they are held by the Sponsor or its permitted transferees.
In addition, Holdco will have the ability to redeem the outstanding Holdco Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, provided that the last reported sale price of the Holdco Ordinary Shares equals or exceeds $10.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before Holdco sends the notice of redemption to the Holdco warrant holders and provided certain other conditions are met, including that the holders will be able to exercise their warrants on a “cashless basis” prior to redemption. Please see “Description of Holdco Securities — Holdco Warrants — Redemption of Holdco Warrants when the price per Holdco Ordinary Share equals or exceeds $10.00.” The value received upon exercise of the Holdco Public Warrants (1) may be less than the value the holders would have received if they had exercised their Holdco Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Holdco Public Warrants, including because the number of shares received on a cashless exercise basis is capped at 0.361 of a Holdco Ordinary Share per warrant (subject to adjustment) irrespective of the remaining life of the warrants. Holdco may only redeem the Holdco Public Warrants in accordance with this provision if it concurrently redeems the outstanding Holdco Founders Warrants on the same terms.
The last reported sale price of the PERAC Class A Ordinary Shares for 20 trading days within a 30-trading-day period ending as of , the most recent practicable date prior to the date of this proxy statement/prospectus, would have exceeded the $10.00 per share threshold but would have been lower than the $18.00 per share threshold. It is not possible to predict what the trading price of the Holdco Ordinary Shares will be after the Closing. The trading price of Holdco’s securities may fluctuate following the consummation of the Business
xxx
Combination and may vary due to general economic conditions and forecasts, the Combined Company’s general business condition, the release of the Combined Company’s financial reports and other risks and uncertainties, including those described under “Risk Factors.” See in particular “Risk Factors — Risks Related to Ownership of Holdco Ordinary Shares — Holdco’s share price may be volatile in the future, which could lead to losses by investors and costly securities litigation.”
In the event Holdco determines to redeem the Holdco Warrants, holders of redeemable Holdco Warrants would be notified of such redemption as described in the Amended and Restated Warrant Agreement. Specifically, in the event that Holdco elects to redeem all of the redeemable Holdco Warrants as described above, Holdco will fix a redemption date. Notice of redemption will be mailed by first class mail, postage prepaid, by Holdco not less than 30 days prior to such redemption date to the registered holders of the redeemable Holdco Warrants at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Amended and Restated Warrant Agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. Accordingly, if a holder fails to actually receive the notice of or otherwise fails to respond on a timely basis, it could lose the benefit of being a holder of a Holdco Public Warrant. In addition, beneficial owners of the redeemable Holdco Warrants will be notified of such redemption via Holdco’s posting of the redemption notice to DTC.
Q. What are the U.S. federal income tax consequences of exercising my Redemption Rights?
A. The U.S. federal income tax consequences of exercising your Redemption Rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations of the Business Combination — Tax Consequences of Exercising Redemption Rights.”
Q. What are the U.S. federal income tax consequences of the Merger?
A. In the opinion of Greenberg Traurig, LLP, counsel to PERAC, the Merger, taken together with certain related transactions, should qualify for tax-deferred treatment under Section 351(a) of the Code, subject to the assumptions, qualifications and limitations described herein and in the opinion included as Exhibit 8.1 hereto. If the Merger so qualifies, a U.S. Holder (as defined in the section entitled “Material U.S. Federal Income Tax Considerations of the Business Combination”) generally should not recognize any gain or loss for U.S. federal income tax purposes on the receipt of PERAC Class A Ordinary Shares in exchange for Holdco Ordinary Shares, subject to Section 367(a) of the Code and the passive foreign investment company (“PFIC”) rules. However, the receipt of Holdco Public Warrants in exchange for PERAC Public Warrants pursuant to the Merger generally will be a taxable transaction to U.S. Holders of PERAC Public Warrants regardless of whether the Merger qualifies for tax-deferred treatment under Section 351(a) of the Code.
For a more complete discussion of the U.S. federal income tax considerations of the Merger, including Section 367(a) of the Code and the PFIC rules, see the section entitled “Material U.S. Federal Income Tax Considerations of the Business Combination — Tax Consequences of the Merger.”
Q. What underwriting fees are payable in connection with the Business Combination?
A. On April 17, 2023 and April 27, 2023, by formal notice in writing to PERAC and at PERAC’s request, JPM and BofA, respectively, constituting all of the IPO Underwriters, gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of PERAC’s initial business combination pursuant to the Underwriting Agreement, totaling $9,232,181. See the question entitled “What are the potential impacts on the Business Combination and related transactions resulting from the Waivers?”
Q. Do I have appraisal rights if I object to the Business Combination?
A. In relation to the Merger, the Cayman Islands Companies Act prescribes when shareholder appraisal or dissent rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, the PERAC Public Shareholders are entitled to exercise the Redemption Rights, and the PERAC Board has determined that the redemption proceeds payable to the PERAC Public Shareholders who exercise such Redemption Rights represent the fair value of those shares. Summaries of the relevant sections of the Cayman Islands Companies Act follow:
xxxi
Section 238. (1) provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.
Section 239. (1) provides that no rights under section 238 of the Cayman Islands Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Cayman Islands Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Islands Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).
Q. What happens if the Business Combination is not consummated?
A. There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights.
If, as a result of the termination of the Business Combination Agreement or otherwise, PERAC does not complete an initial business combination by May 2, 2024, or such later date as may be approved by PERAC’s shareholders, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the PERAC Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding PERAC Public Shares, which redemption will completely extinguish PERAC Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PERAC’s remaining shareholders and the PERAC Board, liquidate and dissolve, subject in each case to PERAC’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. See the sections entitled “Risk Factors — Risks Related to PERAC — PERAC may not be able to complete its initial business combination prior to May 2, 2024, or such later date as may be approved by PERAC’s shareholders, in which case PERAC would cease all operations except for the purpose of winding up and PERAC would redeem the PERAC Public Shares and liquidate, in which case the PERAC Public Shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and the PERAC Warrants will expire worthless” and “— PERAC’s shareholders may be held liable for claims by third parties against PERAC to the extent of distributions received by them upon redemption of their shares.”
The PERAC Initial Shareholders have waived any right to any liquidating distribution with respect to the PERAC Founders Shares. In the event of liquidation, there will be no distribution with respect to outstanding PERAC Warrants. Accordingly, the PERAC Warrants will expire worthless.
Q. When is the Business Combination expected to be completed?
A. It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived, and in accordance with the order of transactions and the timing of such transactions discussed above under the question entitled “What will happen in the Business Combination?”
For a description of the conditions to the completion of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement — Conditions to Closing.”
xxxii
Q. What do I need to do now?
A. You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q. How do I vote?
A. Each PERAC Ordinary Share that you own in your name entitles you to one vote on each of the proposals presented at the Extraordinary General Meeting. Your one or more proxy cards show the number of PERAC Ordinary Shares that you own. If you are a holder of record, there are two ways to vote your PERAC Ordinary Shares at the Extraordinary General Meeting:
• You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your PERAC Ordinary Shares will be voted as recommended by the PERAC Board. With respect to proposals for the Extraordinary General Meeting, that means: “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Advisory Governance Proposals and “FOR” the Adjournment Proposal.
• You can attend the Extraordinary General Meeting and vote at the Extraordinary General Meeting. PERAC will be hosting the Extraordinary General Meeting in person and via live webcast. If you attend the Extraordinary General Meeting, you may submit your vote at the Extraordinary General Meeting in person or online at , in which case any vote that you previously submitted will be superseded by the vote that you cast at the Extraordinary General Meeting. See “The Extraordinary General Meeting of PERAC Shareholders — Registering for the Virtual Meeting” above for further details on how to attend the Extraordinary General Meeting online.
If you have any questions about how to vote or direct a vote in respect of your PERAC Ordinary Shares, you may contact PERAC’s proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: PEGR.info@investor.morrowsodali.com
Q. What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?
A. Failure to vote in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting, if a valid quorum is otherwise established, will have no effect on the outcome of the vote on any of the proposals set forth in this proxy statement/prospectus. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on any of the proposals set forth in this proxy statement/prospectus.
Q. What will happen if I sign and return my proxy card without indicating how I wish to vote?
A. If you sign and return the proxy card but do not give instructions on how to vote your shares, your PERAC Ordinary Shares will be voted as recommended by the PERAC Board. With respect to proposals for the Extraordinary General Meeting, that means: “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Advisory Governance Proposals and “FOR” the Adjournment Proposal.
xxxiii
Q. Do I need to attend the Extraordinary General Meeting to vote my shares?
A. No. You are invited to attend the Extraordinary General Meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the Extraordinary General Meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the enclosed proxy card in the pre-addressed postage-paid envelope. Your vote is important. PERAC encourages you to vote as soon as possible after carefully reading and considering the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.
Q. If I am not going to attend the Extraordinary General Meeting in person (including by virtual attendance), should I return my proxy card instead?
A. Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A. No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. PERAC believes the proposals presented to its shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the Extraordinary General Meeting but will not be counted for purposes of determining the number of votes cast at the Extraordinary General Meeting. If a valid quorum is otherwise established, broker non-votes will have no effect on the outcome of the vote on any of the proposals set forth in this proxy statement/prospectus. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote that has the effect of voting against the Business Combination Proposal or any other proposal set forth in this proxy statement/prospectus also have the effect of exercising your Redemption Rights for a pro rata portion of the aggregate amount on deposit in the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the Business Combination unless such shares are otherwise properly tendered for redemption and the Business Combination is consummated.
Q. May I change my vote after I have mailed my signed proxy card?
A. Yes. If you are a shareholder of record, you may change your vote by sending a later-dated, signed proxy card to Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, prior to the vote at the Extraordinary General Meeting, or attend the Extraordinary General Meeting and vote in person (including by virtual attendance). You also may revoke your proxy by sending a notice of revocation to Morrow Sodali LLC, provided such revocation is received prior to the vote at the Extraordinary General Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.
Q. What should I do if I receive more than one set of voting materials?
A. You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
xxxiv
Q. What is the quorum requirement for the Extraordinary General Meeting?
A. A quorum of PERAC’s shareholders is necessary to hold a valid meeting. Holders of a majority in voting power of the issued and outstanding PERAC Ordinary Shares entitled to vote at the Extraordinary General Meeting, present in person (including by virtual attendance) or by proxy, constitute a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person or online at the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum within half an hour from the time appointed for the Extraordinary General Meeting, the Extraordinary General Meeting will stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the PERAC Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the Extraordinary General Meeting to commence, the shareholders present shall be a quorum.
As of the record date for the Extraordinary General Meeting, 8,736,887 PERAC Ordinary Shares would be required to achieve a quorum.
Q. What happens to PERAC Warrants I hold if I vote my PERAC Class A Ordinary Shares against approval of the Business Combination Proposal (or any of the other proposals set forth in this proxy statement/prospectus) or validly exercise my Redemption Rights?
A. If you vote your PERAC Class A Ordinary Shares against approval of the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus, it may be more likely that the Business Combination will not be completed. Properly exercising your Redemption Rights as a PERAC shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal or any of the other proposals described in this proxy statement/prospectus. If the Business Combination is completed, all of your PERAC Warrants will remain outstanding but will be automatically adjusted to become Holdco Warrants to purchase Holdco Ordinary Shares as described in this proxy statement/prospectus. If the Business Combination is not completed, you will continue to hold your PERAC Warrants, and if PERAC does not otherwise consummate an initial business combination by May 2, 2024, or such later date as may be approved by PERAC’s shareholders, PERAC will be required to dissolve and liquidate, and your PERAC Warrants will expire worthless.
Q. Who will solicit and pay the cost of soliciting proxies?
A. PERAC will pay the cost of soliciting proxies for the Extraordinary General Meeting. PERAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. PERAC has agreed to pay Morrow Sodali LLC a fee of $20,000. PERAC will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. PERAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of PERAC Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of PERAC Ordinary Shares and in obtaining voting instructions from those owners. PERAC’s directors, officers and employees (if any) may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q. Where can I find the voting results of the extraordinary general meeting?
A. The preliminary voting results will be announced at the Extraordinary General Meeting. PERAC will publish final voting results of the Extraordinary General Meeting on a Current Report on Form 8-K within four business days after the Extraordinary General Meeting.
xxxv
Q. Who can help answer my questions?
A. If you have questions about the proposals, or if you need additional copies of this proxy statement/prospectus, or the enclosed proxy card, you should contact PERAC’s proxy solicitor:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Telephone: (800) 662-5200
Banks and brokers: (203) 658-9400
Email: PEGR.info@investor.morrowsodali.com
You may also contact PERAC at:
Project Energy Reimagined Acquisition Corp.
1280 El Camino Real, Suite 200
Menlo Park, California 94025
Telephone: (415) 205-7937
To obtain timely delivery of the documents in advance of the Extraordinary General Meeting to be held on , PERAC’s shareholders must request the materials no later than , five business days prior to the Extraordinary General Meeting.
You may also obtain additional information about PERAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
This proxy statement/prospectus incorporates certain documents that are not included in or delivered with the proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain documents incorporated by reference into the registration statement of which this proxy statement/prospectus forms a part (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from the appropriate company. Requests made to PERAC should be directed to the addresses and telephone numbers listed above. Requests made to Holdco should be directed to the address and telephone number noted below:
Kiepe Platz 1
D- 40599 Düsseldorf
Germany
Telephone: +49(0)211-7497-0
If you intend to seek redemption of your PERAC Public Shares, you will need to send a letter demanding redemption and deliver your PERAC Public Shares (either physically or electronically) to PERAC’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004-1561
Attention: SPAC Redemption Team
Email: spacredemptions@continentalstock.com
xxxvi
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting of shareholders, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Merger and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section titled “The Business Combination Proposal — Business Combination Agreement.”
The Parties
PERAC
PERAC is a blank check company incorporated on February 10, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The PERAC Units, PERAC Class A Ordinary Shares and PERAC Public Warrants are currently listed on Nasdaq under the symbols “PEGRU,” “PEGR” and “PEGRW,” respectively.
PERAC’s executive offices are located at 1280 El Camino Real, Suite 200, Menlo Park, California 94025 and its phone number is (415) 205-7937.
Holdco
Holdco was incorporated under the laws of Ireland on July 13, 2023. Holdco owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the directors of Holdco are Dr. Hans-Jörg Grundmann and David Michail, and the sole shareholder of Holdco is Dr. Hans-Jörg Grundmann.
Holdco will become the parent company of Heramba and PERAC upon the consummation of the Business Combination. Upon Closing, Holdco intends to list the Holdco Ordinary Shares and Holdco Public Warrants on Nasdaq under the ticker symbols “ ” and “ ,” respectively.
As of the date hereof, Holdco has 25,000 ordinary shares of €1.00 each (nominal value) (“Subscriber Shares”) issued and outstanding, all of which are fully paid-up in satisfaction of the minimum capital requirements for a public limited company under Irish law. Such 25,000 Subscriber Shares are held by Dr. Hans-Jörg Grundmann. Prior to the Merger Effective Time, such 25,000 Subscriber Shares will be converted, on a one to one basis, into 25,000 Holdco Deferred Shares. All Holdco Deferred Shares shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as treasury shares by Holdco in continued satisfaction of the minimum capital requirements for a public limited company under Irish law. For a description of Holdco Deferred Shares, please see the section titled “Description of Holdco Securities — Authorized Share Capital.”
Holdco owns no material assets and has not conducted any material activities other than those incidental to its formation and to the matters contemplated by the Business Combination Agreement, such as the making of certain required securities law filings and the preparation of this proxy statement/prospectus.
The address of Holdco’s registered office is 70 Sir John Rogerson’s Quay, Dublin 2, Ireland. After the consummation of the Business Combination, its principal executive office will be that of Heramba, located at Kiepe Platz 1, D- 40599 Düsseldorf, Germany, and its telephone number will be +49(0)211-7497-0.
Heramba
Heramba GmbH (formerly known as Blitz D22-275 GmbH) was established as a limited liability shell company on September 1, 2022 registered with the commercial register of the Local Court of Düsseldorf under HRB 98529. The Company was formed for the purpose to focus on investing in companies with technologies and capabilities that can accelerate the decarbonization of commercial transportation.
1
The managing director of Heramba is Dr. Hans-Jörg Grundmann. The sole shareholder of Heramba is Heramba Limited. As of the date hereof, Heramba has 25,000 shares, which have nominal capital of EUR 1.00 each, all of which are held by the Heramba Limited.
Heramba has not conducted any material activities other than those incidental to its formation and to the matters contemplated by the Kiepe Acquisition.
The address of Heramba’s registered office is Lützowstraße 73, 10785 Berlin, Germany
Kiepe Electric
Kiepe Electric is a German-based provider of electric mobility products and solutions for rail vehicles and buses. Kiepe Electric offers its services to public transport companies, fleet operators and vehicle manufacturers as a solution designer and system integrator of electrical systems for rail vehicle systems (including trams, light rail vehicles, metros, regional trains and locomotives) and electrical vehicle systems (including electric buses, such as pure electric In Motion Charging trolley buses and battery electric buses). As an electrical engineering specialist, the Company supplies leading urban operators and rail vehicle and bus manufacturers with electrical systems for ecologically sustainable and emission-free public transportation solutions. In addition, it is an established provider of e-mobility solutions for the mobility industry, including in high-power charging solutions, and a provider of after-sales full-service solutions to ensure full customer satisfaction.
The Company’s headquarters are located at Kiepe-Platz 1, 40599 Düsseldorf, Germany and its phone number is +49(0)211-7497-0.
Kiepe Acquisition
On July 25, 2023, Heramba, Heramba Holdings, Seller 1 and Seller 2 entered into the Kiepe SPA, pursuant to which Heramba agreed to purchase eighty-five percent (85%) of the equity interests of KE DE and Heramba Holdings agreed to purchase all of the equity interests of KE US. On January 31, 2024, Heramba, Heramba Holdings, Seller 1 and Seller 2 entered into the SPA Amendment.
On February 6, 2024, Seller 1, as sole shareholder of Kiepe Electric GmbH (“KE DE”), sold and transferred 85% of the equity interests in KE DE, as well as certain receivables and shareholder loans, to Heramba, and Seller 2, as the sole member of Kiepe Electric LLC (“KE US”), sold and transferred all ownership interests in KE US, as well as certain receivables, to Heramba Holdings (the “Kiepe Acquisition”). KE DE and KE US are collectively referred to herein as “Target Companies.” Seller 1 revised and updated the articles of association and the shareholders list of KE DE such that the share capital of KE DE is divided into two shares, one share having a nominal amount of EUR 850,000 (“KE DE Share 1”) and one share having a nominal amount of EUR 150,000 (“KE DE Share 2”).
The aggregate purchase price for the sale and transfer of the KE DE Share 1 and the KE US interests was EUR 4,800,000, calculated in accordance with the terms of the SPA.
Heramba has the option, but is not required, to purchase all, but not less than all, of the KE DE Share 2 from Seller 1 (the “Call Option”) at any time prior to December 31, 2025 against payment of EUR 5,000,000 (the “Option Purchase Price”). Seller 1 has the option, but shall not be required, to sell all, but not less than all, of the KE DE Share 2 to Heramba (the “Put Option”) at any time prior to November 30, 2025 against payment of the Option Purchase Price.
In addition to the above purchase price, an amount of EUR 15,000,000 shall be paid by Heramba and Heramba Holdings to Sellers as an earn-out which shall be due and payable within 30 business days from the date of submission of the audited 2023 consolidated financial statements of the Target Companies, but in any event no later than September 30, 2024 (the “2nd Purchase Price”), if the audited 2023 revenues of the Target Companies equals or exceeds EUR 141,903,100.
In addition to the above purchase price and the 2nd Purchase Price, an amount of up to EUR 9,500,000 shall be paid by Heramba and Heramba Holdings to Sellers as an earn-out which shall be due and payable within 30 business days from the date of submission of the audited 2024 consolidated financial statements of the Target Companies, but in any event no later than September 30, 2025 (the “3rd Purchase Price”), if the audited 2024 revenues of the Target
2
Companies equals or exceeds certain thresholds. The 3rd Purchase Price shall be EUR 9,500,000 if the audited 2024 revenues of the Target Companies equals or exceeds EUR 190,961,200 and the 3rd Purchase Price shall be EUR 7,000,000 if the audited 2024 revenues of the Target Companies equals or exceeds EUR 164,916,680 but is less than EUR 190,961,200.
In connection with the completion of a project relating to the design, construction, delivery and commissioning of a certain number of vehicles (the “WSW Project”), Heramba may, under certain circumstances, be obligated to pay to Seller 1, as additional purchase price, an amount of up to EUR 5,000,000 (the “WSW Earn-out”).
In addition to the above purchase price, the 2nd Purchase Price, the 3rd Purchase Price and the WSW Earn-out, an amount of EUR 5,000,000 (the “Additional Purchase Price”) shall be paid by Heramba and Heramba Holdings to Sellers on the later of the date of the completion of the WSW Project and March 30, 2026.
Following consummation of the Business Combination, Heramba and Heramba Holdings have the option to pay Sellers the 3rd Purchase Price and Optional Purchase Price, as applicable, in Holdco Ordinary Shares (such shares, the “Stock Consideration Shares”). The number of Holdco Ordinary Shares to be issued will be equal to the quotient of the 3rd Purchase Price or Optional Purchase Price, as applicable, divided by the twenty-day volume weighted average price of the Holdco Ordinary Shares on Nasdaq immediately prior to such payment.
The Business Combination Proposal
At the Extraordinary General Meeting, the PERAC shareholders will be asked to consider and vote upon a proposal to approve and adopt, by way of ordinary resolution, the Business Combination Agreement, pursuant to which each of the following transactions will occur in the following order:
(i) immediately prior to the Merger Effective Time, (1) each issued and outstanding PERAC Unit will be automatically separated into its component securities and (2) the PERAC Class B Ordinary Share will be automatically converted into one PERAC Class A Ordinary Share;
(ii) at the Merger Effective Time, PERAC and Merger Sub will enter into the Plan of Merger, pursuant to which Merger Sub will merge with and into PERAC, with PERAC being the Surviving Company and becoming a direct, wholly owned subsidiary of Holdco;
(iii) at the Merger Effective Time, (a) each PERAC Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time (which, for the avoidance of doubt, will include the PERAC Class A Ordinary Shares held as a result of the Unit Separation and the Closing Class B Conversion) will be automatically cancelled in exchange for the right to be issued one Holdco Ordinary Share, (b) each PERAC Public Warrants will remain outstanding but will be automatically adjusted to become one Holdco Public Warrant, (c) each PERAC Founders Warrant will remain outstanding but will be automatically adjusted to become one Holdco Founders Warrant, (d) each PERAC Class A Ordinary Share properly tendered for redemption and issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the Trust Account established for the benefit of PERAC Public Shareholders in connection with the IPO pursuant to the PERAC Articles, (e) each dissenting PERAC share issued and outstanding immediately prior to the Merger Effective Time held by a dissenting PERAC shareholder will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid the fair value of such dissenting PERAC Share and such other rights as are granted by the Companies Act (As Revised) of the Cayman Islands, and (f) each ordinary share of Merger Sub issued and outstanding at the Merger Effective Time will be automatically cancelled in consideration for the issuance of one validly issued, fully paid and non-assessable ordinary share of par value $1.00 in the Surviving Company;
(iv) immediately following the Merger Effective Time, pursuant to a transfer agreement to be entered into by and between the Seller and Holdco, the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the shares in Heramba, all of which are held by the Seller, in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares to Seller; and
3
(v) all Holdco Deferred Shares shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as treasury shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law.
The Merger Proposal
At the Extraordinary General Meeting, the PERAC shareholders will be asked to consider and vote upon a proposal to approve and adopt, by way of special resolution, the Plan of Merger and the consummation of the Merger.
The Advisory Governance Proposal
At the Extraordinary General Meeting, the PERAC shareholders will be asked to consider and vote upon four separate governance proposals to approve, in each case by way of ordinary resolution and on a non-binding advisory basis, the following material changes between the Holdco Articles:
(A) Proposal No. 3A — a proposal to establish the authorized capital of Holdco to consist of €49,990 divided into 200,000,000 ordinary shares of €0.0001 each (nominal value), 49,900,000 preference shares of €0.0001 each (nominal value) and 25,000 deferred ordinary shares of €1.00 each (nominal value);
(B) Proposal No. 3B — a proposal to include an advance notice provision that requires a nominating shareholder to provide notice to Holdco in advance of a meeting of shareholders should such nominating shareholder wish to nominate a person for election to the Holdco board of directors;
(C) Proposal No. 3C — a proposal to include a forum selection provision whereby, subject to limited exceptions, the courts of Ireland will be the sole and exclusive forum for certain shareholder litigation matters; and
(D) Proposal No. 3D — a proposal to remove provisions relating to PERAC’s status as a special purpose acquisition company that will no longer be relevant following the Closing.
The Adjournment Proposal
At the Extraordinary General Meeting, the PERAC shareholders will be asked to consider and vote upon a proposal to direct, by way of ordinary resolution, the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies if, based on the tabulated votes at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote or if certain conditions under the Business Combination Agreement are not satisfied or waived.
Date, Time and Place of Extraordinary General Meeting of PERAC Shareholders
The Extraordinary General Meeting will be held on at , Eastern Time, at the offices of Greenberg Traurig, LLP, located at 900 Stewart Avenue, Suite 505, Garden City, NY 11530, and via virtual meeting, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned or postponed, for the purpose of considering and voting upon the proposals set forth in this proxy statement/prospectus.
Voting Power; Record Date
PERAC shareholders owning PERAC Ordinary Share at the close of business on , , which is the record date for the Extraordinary General Meeting, will be entitled to vote or direct votes to be cast at such Extraordinary General Meeting. Each PERAC shareholder is entitled to one vote for each PERAC Ordinary Share owned as of the close of business on the record date.
4
Quorum and Vote of PERAC Shareholders
A quorum of PERAC’s shareholders is necessary to hold a valid meeting. Holders of a majority in voting power of the issued and outstanding PERAC Ordinary Shares entitled to vote at the Extraordinary General Meeting, present in person (including by virtual attendance) or by proxy, constitute a quorum.
The Closing is conditioned on the adoption of the Business Combination Proposal and the Merger Proposal. Each of the Business Combination Proposal and the Merger Proposal is cross-conditioned on the adoption of such other proposal. Each of the Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the adoption of any other proposal set forth in this proxy statement/prospectus.
Approval of the Business Combination Proposal and, if presented, the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting. Approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting.
Approval of each of the Advisory Governance Proposals requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the PERAC Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting. A vote to approve each of the Advisory Governance Proposals is an advisory vote, and therefore, is not binding on PERAC, Heramba, Holdco or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory votes on the Advisory Governance Proposals, PERAC, Heramba and Holdco intend that the Holdco Articles, in the form attached to this proxy statement/prospectus as Annex B and containing the provisions noted in the Advisory Governance Proposals, will take effect at the Closing, assuming approval of the Business Combination Proposal and the Merger Proposal.
Redemption Rights
Pursuant to the PERAC Articles, any holders of PERAC Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to PERAC to pay its taxes (if any), upon the consummation of the Business Combination. Holders of PERAC Public Shares are not required to vote on any of the proposals to be presented at the Extraordinary General Meeting in order to demand redemption of their PERAC Public Shares. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to PERAC to pay its taxes (if any), upon the consummation of the Business Combination. For illustrative purposes, based on funds in the Trust Account of approximately $114.5 million on September 30, 2023, the estimated per share redemption price would have been approximately $10.52.
Appraisal or Dissenters’ Rights
In relation to the Merger, the Cayman Islands Companies Act prescribes when shareholder appraisal or dissent rights are available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, the PERAC Public Shareholders are entitled to exercise the Redemption Rights, and the PERAC Board has determined that the redemption proceeds payable to the PERAC Public Shareholders who exercise such Redemption Rights represent the fair value of those shares. Summaries of the relevant sections of the Cayman Islands Companies Act follow:
Section 238. (1) provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.
Section 239. (1) provides that no rights under section 238 of the Cayman Islands Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent
5
under section 238(5) of the Cayman Islands Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Islands Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).
Solicitation of Proxies
PERAC will pay the cost of soliciting proxies for the Extraordinary General Meeting. PERAC has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Extraordinary General Meeting. PERAC has agreed to pay Morrow Sodali LLC a fee of $20,000. PERAC will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. PERAC also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of PERAC Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of PERAC Ordinary Shares and in obtaining voting instructions from those owners. PERAC’s directors, officers and employees (if any) may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
IPO Underwriters’ Waivers
On April 17, 2023 and April 27, 2023, by formal notice in writing to PERAC and at PERAC’s request, JPM and BofA, respectively, constituting all of the IPO Underwriters, gratuitously waived their rights to 100% of the deferred fee payable to the IPO Underwriters upon completion of PERAC’s initial business combination pursuant to the Underwriting Agreement, totaling $9,232,181.
The IPO Underwriters were previously paid an aggregate of $5,275,532 in underwriting commissions at the time of the IPO. The IPO underwriting services provided by the IPO Underwriters were substantially complete at the time of the IPO, with any deferred fees payable to the IPO Underwriters contingent upon the closing of PERAC’s initial business combination. As a result of the gratuitous Waivers, the transaction expenses payable by PERAC at the consummation of the Business Combination will be reduced by approximately $9,232,181.
PERAC initiated the requests for the Waivers from the IPO Underwriters in light of industry conditions at the time. Specifically, PERAC was aware of other special purpose acquisition companies that had received waivers of deferred fees, wherein no assistance was provided by IPO underwriters towards closing of a business combination transaction. However, waivers of fees for services that have already been rendered, such as the Waivers, are unusual and some investors may find the Business Combination less attractive as a result. The IPO Underwriters did not provide any additional detail in the Waivers regarding their specific reasons for agreeing to provide the Waivers, and PERAC did not correspond with the IPO Underwriters about such reasons. Pursuant to the Waivers, (i) JPM informed PERAC that it has ceased its relationship with PERAC with respect to the IPO and is not, and shall not, act in any capacity or relationship with PERAC with respect to any business combination transaction, and (ii) BofA informed PERAC that it has ceased or refuses to act in every office, capacity, and relationship with respect to any potential business combination. To PERAC’s knowledge, the Waivers constitute the IPO Underwriters’ resignation and/or refusal to act, as applicable, as underwriters for all purposes related to PERAC matters, including with respect to the Business Combination. Such Waivers therefore indicate that none of the IPO Underwriters want to be associated with the disclosures in this proxy statement/prospectus or any underlying business analysis related to the Business Combination.
Each of the IPO Underwriters declined to review the disclosure herein regarding the Waivers and has disclaimed any responsibility for any portion of the proxy statement/prospectus or the registration statement of which this proxy statement/prospectus forms a part, and no IPO Underwriter has been involved in the preparation of any portion of this proxy statement/prospectus or the registration statement of which such proxy statement/prospectus forms a part. There can be no assurances that the IPO Underwriters agree with the disclosure herein regarding the Waivers, and no inference can be drawn to this effect. As part of its search for an initial business combination, PERAC occasionally asked the IPO Underwriters to provide publicly available industry information with respect to potential target companies, and JPM
6
assisted in the preliminary evaluation of one target company that PERAC ultimately did not pursue. Except as set forth in the immediately preceding sentence, no services were provided by the IPO Underwriters to PERAC, the Sponsor or their respective affiliates following the IPO, and none of the IPO Underwriters has been engaged by PERAC, the Sponsor or any other party to the Business Combination Agreement in connection with the Business Combination.
Although the IPO Underwriters did not discuss with PERAC their specific reasons for delivering the Waivers other than generally indicating that their firms did not intend to participate in PERAC’s initial business combination, PERAC did not seek out these specific reasons upon receipt of the Waivers despite the IPO Underwriters having already completed their services at the time of the IPO. None of the IPO Underwriters communicated to PERAC, and PERAC is not aware, that the Waivers were the result of any dispute or disagreement with PERAC, including any disagreement relating to the disclosure in the registration statement of which this proxy statement/prospectus forms a part or any matter relating to PERAC’s, Heramba’s or Holdco’s operations, prospects, policies, procedures or practices. However, as a result of the Waivers, you should not place any reliance on the prior participation of the IPO Underwriters in the IPO or the IPO Underwriters’ participation in PERAC’s search for an initial business combination when you consider the Business Combination and other transactions contemplated by this proxy statement/prospectus, and you should not assume that the IPO Underwriters are involved in the Business Combination.
As is customary, certain provisions of the Underwriting Agreement survive the Waivers, such as PERAC’s continuing obligations with respect to use of information, indemnification and contribution, including PERAC’s obligation to indemnify and hold harmless each IPO Underwriter, its affiliates, directors and officers and each person, if any, who controls such IPO Underwriter, from and against any and all losses, claims, damages and liabilities, joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as defined in the Underwriting Agreement) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus or any Written Testing-the-Waters Communication (all as defined in the Underwriting Agreement), any roadshow as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (as defined in the Underwriting Agreement) (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to PERAC in writing by or on behalf of the IPO Underwriters expressly for use therein.
The PERAC Board has considered the potential impact of the Waivers on the Business Combination and does not view the Waivers as significant, primarily because (i) the IPO underwriting services provided by the IPO Underwriters were substantially complete at the time of the IPO, (ii) except with respect to the limited assistance described above during PERAC’s search for an initial business combination, no services were provided by the IPO Underwriters to PERAC, the Sponsor or their respective affiliates following the IPO, and (iii) none of the IPO Underwriters has been engaged by PERAC, the Sponsor or any other party to the Business Combination Agreement in connection with the Business Combination. In addition, the PERAC Board understands and considered that other financial institutions have similarly waived deferred underwriting fees and refused to participate in business combination transactions as part of a broader market reaction to potential regulatory uncertainty regarding special purpose acquisition companies.
For additional information, see the sections entitled “Proposal No. 1 — The Business Combination Proposal — IPO Underwriters’ Waivers,” “Risk Factors — Risks Related to PERAC — Each of the IPO Underwriters were to be compensated, in part, on a deferred basis for already-rendered underwriting services in connection with the IPO that were substantially complete at the time of the IPO, yet the IPO Underwriters have instead gratuitously waived their entitlement to such compensation and disclaimed any responsibility for this proxy statement/prospectus” and “Risk Factors — Litigation or legal proceedings could expose any of PERAC, Heramba or Holdco to significant liabilities and may have a negative impact on PERAC’s, Heramba’s, Holdco’s or the Combined Company’s respective reputations or business, as applicable, and may be negatively impacted in light of the Waivers.”
Interests of PERAC Directors and Officers in the Business Combination
When you consider the recommendation of the PERAC Board to vote in favor of approval of the proposals described in this proxy statement/prospectus, you should keep in mind that the PERAC Initial Shareholders and certain of PERAC’s directors and officers have interests in the Business Combination that are different from, in addition to, or
7
in conflict with, your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of PERAC Initial Shareholders, Directors and Officers in the Business Combination.” See also the sections entitled “Risk Factors” and “Beneficial Ownership of Securities” for more information and other risks.
Recommendation of the PERAC Board
The PERAC Board believes that each of the Business Combination Proposal, Merger Proposal, Advisory Governance Proposals and Adjournment Proposal to be presented at the Extraordinary General Meeting is in the best interests of PERAC and PERAC’s shareholders and unanimously recommends that PERAC shareholders vote “FOR” each of such proposals.
Conditions to the Closing of the Business Combination
There are a number of closing conditions in the Business Combination Agreement, including that PERAC’s shareholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement — Conditions to Closing.”
Anticipated Accounting Treatment
The Business Combination will be accounted for as a capital reorganization, in accordance with IFRS. Under this method of accounting, PERAC would be expected to be treated as the “acquired” company for financial reporting purposes, and Heramba will be the accounting “acquirer”. This determination was primarily based on the assumption that:
• Heramba’s current shareholders will hold a majority of the voting power of the combined company post Business Combination;
• Heramba’s operations will substantially comprise the ongoing operations of the combined company;
• Heramba is the larger entity in terms of substantive operations and employee base; and
• Heramba’s senior management will comprise the senior management of the combined company.
Risk Factors
In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Some, but not all, of the risks related to Heramba and the Business Combination are summarized below:
Risks Related to Heramba’s Business
• Our business operates in a highly competitive industry. Sales cycles, particularly with public tender opportunities, are often long and decision making factors can be opaque, leading to potential investment of significant time and energy into opportunities that are not ultimately realized.
• Selling products and services into the public sector poses unique challenges.
• We rely on a limited number of suppliers and manufacturers for our products. A loss of any of these partners could negatively affect our business.
• Due to industry standard contractual provisions that are, at times, favorable to Kiepe Electric’s customers, Kiepe Electric may be exposed to volatility in demand and changes to customer forecasts on short notice, resulting in disruption to Kiepe Electric’s operations and supply chain and increased costs. Kiepe Electric may not be able to adjust its raw material or other supply orders on short notice to meet such demand fluctuations, which may adversely affect Kiepe Electric’s profitability, cash flow and operations.
• Kiepe Electric may be exposed to claims against it by its customers for late delivery or delivery of products that do not meet desired specification. However, Kiepe Electric may not have the same ability or strategic desire to make claims against all of its raw materials suppliers for late delivery or delivery of materials that do not meet specification.
8
• We currently face competition from a number of companies, particularly for e-mobility systems and traction equipment in Europe, and expect to face significant competition in the future as the market for our High Power Charging (“HPC”) products quickly develops.
• We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, which could compromise our ability to meet our financial obligations and grow our business.
• We have a significant presence in international markets and plan to continue to expand our international operations, which exposes us to a number of risks that could affect our future growth.
• Our growth and success is highly correlated with, and thus dependent upon, the continuing rapid adoption of and demand for EVs, as well as availability of critical components needed for Evs and our products. Among other things, changes to fuel economy standards or the success of alternative fuels, or changes to rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of Evs and EV charging technology, may negatively impact the EV market and, thus the demand for our products and services.
• We are dependent on market acceptance of our new product introductions and product innovations for future revenue and we may not realize all of the revenue or achieve anticipated gross margins from products subject to existing awards or for which we are currently engaged in development. Moreover, we are developing complex products with inherently long and complicated product development cycles, which may undergo significant challenges, delays, or even cancellations leading to loss of invested time and capital into the new products.
Risks Related to Regulatory, Legal and Intellectual Property Matters
• Our technology has had and in the future could have undetected defects, errors or bugs in hardware or software which has and could reduce market adoption, damage our reputation with current or prospective customers, and/or expose us to product liability and other claims that could materially and adversely affect our business.
General Risk Factors Related to Heramba
• A data security incident, other technology disruptions, or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals (“personal information”) could result in damage to our brand and reputation, material financial penalties, and legal liability, which could negatively impact our business, results of operations and financial condition.
Risks Related to Ownership of Holdco Ordinary Shares
• You should not assume that Holdco Ordinary Shares at Closing are valued at $10.00 per share.
• Irish law differs from the laws in effect in the United States and may afford less protection to Holdco Shareholders.
• Holdco’s staggered board may limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Holdco Ordinary Shares may view as beneficial.
• If following Closing, Holdco Ordinary Shares and/or Holdco Public Warrants cease to be eligible for deposit and clearing within the facilities of DTC, then trading in those shares and warrants would be disrupted.
Irish Taxation Risks Related to Ownership of Holdco Ordinary Shares and Holdco Warrants
• Following Closing, a transfer of Holdco Ordinary Shares or Holdco Warrants, other than one effected by means of the transfer of book-entry interests within the facilities of DTC, may be subject to Irish stamp duty.
9
Risks Related to PERAC
• Each of the IPO Underwriters were to be compensated, in part, on a deferred basis for already-rendered underwriting services in connection with the IPO that were substantially complete at the time of the IPO, yet the IPO Underwriters have instead gratuitously waived their entitlement to such compensation and disclaimed any responsibility for this proxy statement/prospectus.
• If the Business Combination is not consummated by May 2, 2024, and PERAC does not seek another extension, PERAC would cease all operations except for the purpose of winding up, redeem the PERAC Public Shares and liquidate, in which case the PERAC Public Shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and the PERAC Warrants will expire worthless.
• The PERAC Initial Shareholders and certain of PERAC’s directors and officers have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.
• The nominal purchase price paid by the PERAC Initial Shareholders for the PERAC Founders Shares may significantly dilute the implied value of the PERAC Public Shares in the event PERAC consummates the Business Combination, and the PERAC Initial Shareholders are likely to make a substantial profit on their investment in PERAC in the event PERAC consummates the Business Combination, even if the Business Combination causes the trading price of the Holdco Ordinary Shares to materially decline.
Risks Related to the Business Combination and Post-Closing Operations of Heramba
• The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.
• There can be no assurance that Holdco’s securities will be approved for listing on Nasdaq or that Holdco will be able to comply with the continued listing standards of Nasdaq.
Risks Related to U.S. Federal Income Taxation
• The Merger may be a taxable transaction for U.S. federal income tax purposes to U.S. Holders of PERAC Class A Ordinary Shares and PERAC Warrants.
10
SELECTED HISTORICAL FINANCIAL INFORMATION
Selected Financial Information — PERAC
The following tables present PERAC’s selected historical financial information derived from PERAC’s audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021 and PERAC’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus as of and for the six months ended June 30, 2023 and 2022.
The financial data set forth below should be read in conjunction with, and is qualified by reference to, “PERAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus. The historical financial statements of PERAC have been prepared in accordance with U.S. GAAP and in its functional and presentation currency of the United States dollar (“USD”).
|
Six Months |
Six Months |
Year Ended |
For the Period |
||||||||||||
|
Income Statement Data: |
|
|
|
|
|
|
|
||||||||
|
Loss from operations |
$ |
(1,592,918 |
) |
$ |
(800,513 |
) |
$ |
(1,785,935 |
) |
(440,985 |
) |
||||
|
Net income |
$ |
2,910,939 |
|
$ |
8,967,750 |
|
$ |
13,274,685 |
|
6,418,686 |
|
||||
|
Basic and diluted weighted average shares outstanding, Class A ordinary shares |
|
26,377,660 |
|
|
26,377,660 |
|
|
26,377,660 |
|
4,739,558 |
|
||||
|
Basic and diluted net income per share, Class A ordinary shares |
$ |
0.09 |
|
$ |
0.27 |
|
$ |
0.40 |
|
0.59 |
|
||||
|
Basic and diluted weighted average shares outstanding, Class B ordinary shares |
|
6,594,415 |
|
|
6,594,415 |
|
|
6,594,415 |
|
6,145,043 |
|
||||
|
Basic and diluted net income per share, Class B ordinary shares |
$ |
0.09 |
|
$ |
0.27 |
|
$ |
0.40 |
|
0.59 |
|
||||
|
June 30, |
December 31, |
December 31, |
||||||||||
|
Balance Sheet Data: |
|
|
|
|
|
|
||||||
|
Investments held in the trust account |
$ |
273,439,184 |
|
$ |
267,475,787 |
|
$ |
263,773,700 |
|
|||
|
Total assets |
$ |
273,638,804 |
|
$ |
268,217,415 |
|
$ |
265,881,369 |
|
|||
|
Total liabilities |
$ |
4,751,078 |
|
$ |
11,015,816 |
|
$ |
21,954,455 |
|
|||
|
Class A ordinary shares subject to possible redemption |
$ |
273,339,184 |
|
$ |
267,375,787 |
|
$ |
263,776,600 |
|
|||
|
Total shareholders’ deficit |
$ |
(4,451,458 |
) |
$ |
(10,174,188 |
) |
$ |
(19,849,686 |
) |
|||
Selected Financial Information — Heramba
The following tables present Heramba’s selected historical financial information derived from Heramba’s audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2022 and for the period from September 1, 2022 (inception) through December 31, 2022 and Heramba’s unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus as of and for the six months ended June 30, 2023.
The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Heramba’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus. The historical financial statements of Heramba have been prepared in accordance with IFRS and in its functional and presentation currency of the Euro (“EUR” or “€”).
11
|
Six Months |
For the |
||||||
|
Income Statement Data: |
|
|
|
||||
|
Loss from operations |
€ |
(669,266 |
) |
||||