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Friday, 04/19/2024 6:52:11 AM

Friday, April 19, 2024 6:52:11 AM

Post# of 27989
PEGR $9.98.. SpAC it up ..Kiepe Electric is a global leader in the electrification of road and rail urban transportation applications, including designing, manufacturing and implementing power electronics products, electric drives and vehicle controls hardware and intelligent software for fleet management and energy management

Kiepe Electric has over 500 employees operating in six countries around the world and, in 2022, had revenues in excess of $120 million

Project Energy Reimagined Acquisition Corp. is backed by an affiliate of Smilodon Capital, LLC and brings together experts from the advanced transportation, electrification and cleantech industries and those with strong track records of executive leadership and successful M&A deals across the technology, transportation, and energy sectors

Project Energy Reimagined Acquisition Corp. has approximately $113 million in trust

The proposed business combination of Heramba Electric and Project Energy Reimagined Acquisition Corp. is expected to close in the first quarter of 2024, with the combined company's securities expected to be listed on Nasdaq

Pro forma implied enterprise value of the combined company is approximately $450 million
MENLO PARK, Calif. and BERLIN, Oct. 3, 2023 /CNW/ -- Heramba GmbH ("Heramba Electric" or the "Company"), a special-purpose company focused on investing in companies with technologies and capabilities that can accelerate the decarbonization of commercial transportation, and Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR) ("PERAC"), a special purpose acquisition company, today announced that they have entered into a definitive agreement, dated September 29, 2023, for a proposed business combination (the "Business Combination"), which values the combined company at a pro forma implied enterprise value of approximately US$450 million. Upon closing of the Business Combination, the combined company's securities are expected to be listed on Nasdaq.

Heramba Electric to List on Nasdaq Through Business Combination with Project Energy Reimagined Acquisition Corp.
In August 2023, Heramba Electric announced that it had entered into a definitive agreement with subsidiaries of Knorr-Bremse Aktiengesellschaft to acquire Kiepe Electric, a company focused on decarbonization of commercial and public transportation, which is expected to close in the fourth quarter of 2023 (the "Kiepe Acquisition"). With the Kiepe Acquisition, Heramba Electric intends to create a pure-play global leader in sustainable urban transportation and further accelerate the expansion of urban transportation addressable market globally.

"The combination of PERAC and Heramba Electric marks a significant milestone in establishing a global leadership position in commercial and public transportation," said Eric A. Spiegel, director at PERAC. "Following the anticipated completion of the Business Combination, we believe that the combined company will have the backing of high-quality investors to further expand into the U.S. markets."

"Securing the acquisition of Kiepe Electric puts Heramba Electric on track to emerge as a frontrunner in the electrification of commercial transport. Kiepe Electric works in close partnership with customers, including transit authorities of major cities, to accelerate transition to environmentally friendly e-mobility while reducing costs associated with maintaining and expanding such cities' transportation infrastructure," said Dr. Hans-Jörg Grundmann, Managing Director of Heramba Electric. "This puts Heramba Electric in a strong position to drive the global expansion of zero-emissions urban transportation."

Kiepe Acquisition Highlights

Kiepe Acquisition expected to close in the fourth quarter of 2023.

Kiepe Electric is a global leader in the electrification of road and rail urban transportation applications, including designing, manufacturing and implementing power electronics products, electric drives and vehicle controls hardware and intelligent software for fleet management and energy management.

Kiepe Electric's software provides a holistic end-to-end dashboard from the charging systems to the end-vehicle.

In addition, Kiepe Electric is a specialist in vehicle charging solutions and is a leading supplier of In-Motion Charging solutions. In 2022, Kiepe Electric introduced its proprietary High Power Charging platform, which facilitates vehicle fast charging and energy management for battery-electric buses.

Kiepe Electric has a seasoned and experienced leadership team, with over 500 employees operating in six countries around the world and, in 2022, revenues in excess of $120 million
Business Combination Overview

The Business Combination reflects a pro forma implied enterprise valuation of approximately US$450 million. Consideration will be 100% in the form of rollover shares and the Business Combination is expected to provide approximately US$113 million of gross proceeds (before redemptions and the payment of certain expenses).

The transaction has been approved by Heramba Electric's shareholder and PERAC's Board of Directors, and the Business Combination is expected to close in the first quarter of 2024, subject to the consummation of the Kiepe Acquisition and other customary closing conditions, including the approval of PERAC's shareholders.

Additional information about the Business Combination, including a copy of the business combination agreement, will be provided in one or more Current Reports on Form 8-K to be filed by PERAC with the Securities and Exchange Commission ("SEC").

Advisors

Piper Sandler & Co. and Cohen & Company Capital Markets, a division of JVB Financial, LLC, are acting as lead financial advisors and lead capital markets advisors to PERAC. Northland Securities, Inc. is acting as fairness opinion provider to PERAC's Board of Directors. Latham & Watkins LLP, Matheson LLP and Smith, Gambrell & Russell, LLP are acting as legal counsels to Heramba Electric. Greenberg Traurig LLP and Maples Group are acting as legal counsels to PERAC.

About Heramba Electric

Heramba GmbH, founded in January 2023 and headquartered in Berlin, Germany and Atlanta, United States, is a special-purpose company focused on investing in companies with technologies and capabilities that can accelerate the decarbonization of commercial transportation. Heramba is led by Dr. Hans-Jörg Grundmann (Managing Director), who has dedicated his career to innovating and improving commercial transportation, including in his role as CEO of Siemens Mobility and his other leadership roles with industry leaders Siemens and AEG. For more information, visit http://herambaholdings.com/.

About Project Energy Reimagined Acquisition Corp.

Project Energy Reimagined Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

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