PEGR SEC filings, in plain English
Everything Project Energy Reimagined Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 14 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Announcement 425 — PERAC filed Heramba Electric plc's Form 6-K of July 2024 reporting that on July 10, 2024 Heramba Holdings, Inc. entered a loan agreement with an unaffiliated third party, issuing an unsecured note of $800,000 principal maturing April 27, 2025 and bearing interest at 5.0% per annum, subject to customary events of default that accelerate the balance on notice. This differs from the April 30, 2024 notes, which totalled $1.8 million, bore no interest, matured by September 1, 2024 and carried a 2.65% equity kicker if the deal was terminated. Why it matters: Another bridge loan two weeks after the parties said closing was anticipated in early July 2024, which suggests the closing slipped and the target still needs outside cash. The terms are more conventional than April's — interest-bearing, longer-dated, no equity kicker — so this reads as ordinary working-capital funding rather than a deal-preservation payment. For a holder, the pattern matters: with PERAC's trust depleted by redemptions, the combined company is arriving with borrowed money. Watch the closing 6-K and how these notes are repaid.
What changed: EXHIBIT-ONLY EXTRACT: the stored copy is Exhibit 10.1, not the 425 report body. It is a second form of non-redemption agreement for Project Energy Reimagined Acquisition Corp., dated 10 July 2024, ten weeks after the first. The backstop investor buys up to 500,000 ordinary shares from holders who rescind redemption demands, no later than two business days before closing, and the company issues Replacement Shares for any shortfall, to be covered by a resale registration statement filed within 30 days of closing and made effective within 90. Why it matters: The payment term is the striking one: on closing the company pays the backstop investor, in cash released from the trust, the number of backstop shares multiplied by the full Redemption Price - while those same shares convert into Holdco ordinary shares. The investor is paid out of trust as though it had redeemed and keeps the equity as well. The document gives the redemption price as approximately $10.80 'for illustrative purposes' as of 31 March 2024, recorded only with that date. The vote approving this deal was held on 28 March 2024 and it had still not closed.(flagged for human review)
What changed: Announcement 425 — Project Energy Reimagined Acquisition Corp.'s 8-K (Item 8.01) of June 28, 2024: PERAC issued a press release saying the Heramba business combination under the October 2, 2023 Business Combination Agreement with Holdco Heramba Electric plc, Heramba Merger Corp., Heramba Limited and Heramba GmbH is 'anticipated to close in early July 2024', subject to satisfaction or waiver of all closing conditions. The release itself is Exhibit 99.1 and unread. The Form F-4 is File No. 333-275903 and the shareholder vote was already held on March 28, 2024. Why it matters: A timing signal rather than a new term — but a meaningful one, because it is the first time the parties have named a closing window, three months after the vote and five months after the Kiepe acquisition completed. 'Anticipated' and 'subject to satisfaction or waiver' remain the operative words; PERAC's trust has been under redemption pressure severe enough that the target's lenders signed non-redemption agreements in April 2024. Holders should watch for the actual closing 6-K and the final trust figure delivered to the Irish plc.
What changed: Item 8.01. On June 28, 2024 Project Energy Reimagined Acquisition Corp. issued a press release stating that its business combination with Heramba Electric plc and related parties, under the Business Combination Agreement dated October 2, 2023, is anticipated to close in early July 2024, subject to satisfaction or waiver of all applicable closing conditions. The report recites that the Form F-4 was declared effective March 19, 2024, the definitive proxy statement/prospectus was mailed from about that date, and shareholders approved the combination on March 28, 2024. Why it matters: An expectation of timing, not an event: the closing is expressly conditioned and the report states no closing date, no trust balance and no redemption figures. Most of the document is the standard proxy-solicitation and forward-looking legend.
What changed: Promotional 425 — Project Energy Reimagined Acquisition Corp. filed Heramba Electric plc's Form 6-K of June 24, 2024 reporting that on June 18, 2024 Kiepe Electric LLC, an indirect wholly owned Heramba subsidiary, won a competitively bid Chicago Transit Authority contract to modernize traction equipment on 266 CTA 3200 Series railcars, with an option for a further 210 CTA 2600 Series cars. Kits are to be produced at Kiepe's Alpharetta, Georgia plant under Buy America rules, with first cars in service in 2027 and deliveries through 2029, or 2031 if the option is exercised. Why it matters: No deal status change — a customer win announced while the combination is pending, with the press release itself furnished as Exhibit 99.1 and unread. What makes it more than noise is that the contract is signed rather than projected, and it lands in the order backlog above EUR 570 million the February 2024 deck advertised. But no contract value is disclosed anywhere in the readable text, and revenue does not begin until 2027, well beyond the merger. Watch for the contract's size in the F-4 and whether CTA exercises the 210-car option.
- What changed vs 2023-11-20trust $267.5M → $117.5M -56%deadline 2024-05-02 → 2024-08-02
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $267.5M$117.5M
- Combination deadline
- 2024-05-022024-08-02
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300Knot matched in this filing
- Redeemable shares
- 10.9Mnot matched in this filing
SpacBrain reads this as $149,982,927 left the trust between the two filings.
The clause …“other current assets 16,037 — Total current assets 25,356 127,624 Investments held in trust account 117,492,860 115,981,606 Deferred offering costs 18,150,924 17,393,949 Total Assets $ 135,669,140 $ 133,503,179 Liabilities and”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“in connection with the First Extension or the Second Extension, our initial business combination or in the event we do not consummate our initial business combination by August 2, 2024, we would not expect the excise tax to apply to”…
The clause …“concerns, date for mandatory liquidation and subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued. No adjustments”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 3.01 / 8.01. On May 30, 2024 Project Energy Reimagined Acquisition Corp. received a Nasdaq notice that it is not in compliance with Listing Rule 5250(c)(1) for delay in filing its Form 10-Q for the quarter ended March 31, 2024; it had filed a Form 12b-25 on May 16, 2024 citing time needed to complete the report and its auditor's review. The notice is a deficiency notification, not imminent delisting, with 60 calendar days to submit a compliance plan; if accepted, Nasdaq may grant up to 180 days from the 10-Q due date, or until November 18, 2024. Why it matters: The company states it expects to file the Form 10-Q before the plan-submission deadline, which would end the deficiency without a plan. The November 18, 2024 date is the maximum exception Nasdaq may grant if a plan is accepted, not a date the company has been given.
What changed: Announcement 425 — PERAC filed Heramba Electric plc's Form 6-K of May 6, 2024. On April 30, 2024 Heramba Holdings, Inc. and Heramba Limited entered loan agreements with unaffiliated investors, issuing unsecured, non-interest-bearing notes totalling $1.8 million in principal. They mature three business days after closing, or thirty business days after termination, and no later than September 1, 2024. If the agreement is terminated first, the investors receive equity equal to 2.65% of Heramba Limited, which is liable for all amounts. The investors also hold non-redemption agreements with PERAC. Why it matters: Small money with an outsized signal: $1.8 million of bridge notes carry a 2.65% equity kicker payable only if the deal dies, and the same lenders have signed non-redemption agreements with PERAC. That is the target paying third parties to keep shares in the trust rather than redeem — a direct admission that redemption pressure threatens the cash reaching the combined company. The September 1, 2024 backstop maturity is the effective outside date for the transaction. Watch the final redemption figure and how much of the roughly $113 million trust actually survives to closing.
What changed: EXHIBIT-ONLY EXTRACT: the stored copy is Exhibit 10.1, not the 425 report body. It is a form of non-redemption agreement dated 30 April 2024 between Project Energy Reimagined Acquisition Corp. and a backstop investor. The recitals record that the extraordinary general meeting on 28 March 2024 approved the Heramba business combination and that the redemption deadline had been 5 p.m. Eastern on 26 March 2024. The backstop investor undertakes to buy shares, up to a share cap, from holders who RESCIND redemption demands already submitted, and to reverse its own. Why it matters: This is a redemption reversal after the vote, not a pre-vote inducement: shareholders who had already demanded redemption are bought out by a backstop investor whose obligation is tied to a loan agreement with Heramba Holdings, and if it cannot buy enough the company issues Replacement Shares to make up the cap. The document gives a redemption price of approximately $10.66, but expressly 'for illustrative purposes' and as of 31 December 2023, four months before the agreement; it is recorded only with that date and was written to no column.(flagged for human review)
What changed: Project Energy Reimagined Acquisition Corp. called an extraordinary general meeting for April 29, 2024 at 12:00 p.m. Eastern Time to extend the deadline from May 2, 2024 to August 2, 2024. The trust held approximately $116.0 million as of December 31, 2023, an estimated per-share pro rata amount of about $10.66 at the meeting, against a Class A closing price of $9.70 on the Nasdaq Global Market on April 16, 2024. Shareholders had already approved the Heramba Electric plc business combination, signed October 2, 2023, at a March 28, 2024 meeting. Why it matters: The shares closed at $9.70 against roughly $10.66 of trust per share, a 9% discount to cash — redeeming was worth materially more than selling, which is the clearest signal in the filing. The deal is already approved, so this extension is purely about mechanics, not about persuading holders. The company's promise to implement the extension only if needed limits the sponsor's ability to sit on the trust indefinitely.
What changed vs 2023-07-11trust $270.3M → $116.0M -57%deadline 2024-05-02 → 2024-08-02trust account, combination deadline2 moved
- Trust account
- $270.3M$116.0M
- Combination deadline
- 2024-05-022024-08-02
SpacBrain reads this as $154,300,000 left the trust between the two filings.
The clause …“time of the extraordinary general meeting, based on the approximate amount of $116.0 million held in the trust account as of December 31, 2023 (not taking into account any subsequent withdrawal for our taxes payable, if any, or further”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“it with the following: “In the event that the Company does not consummate a Business Combination by August 2, 2024 or such earlier date as determined by the Directors (such applicable date, the “ Termination Date ”), or such later”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-04-07deadline 2023-05-02 → 2024-05-02sponsor loan $299K → $500Kmandate language changedshares 26.4M → 10.9M -59%
combination deadline, sponsor loans outstanding, mandate language +34 moved · 2 with no prior record of ours
- Combination deadline
- 2023-05-022024-05-02
- Sponsor loans outstanding
- $299K$500K
- Mandate language
- We intend to focus on targets that enable the “Electric Grid…We intend to target businesses with enterprise values that a…
- Redeemable shares
- 26.4M10.9M
- Trust account
- $267.5M · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 366 days later than the previous record.
The clause “Concern, management has determined that if the Company is unable to complete a Business Combination by May 2, 2024 (or such later date as may be approved by the Company’s shareholders at a meeting called for such purpose at which the”…
SpacBrain reads this as the sponsor has advanced $201,371 more.
The clause “$250,000, and $200,000 from the note, respectively. As of December 31, 2023 the outstanding balance of these loans was $500,000 which has not yet been repaid as of December 31, 2023. Subsequent to the period covered by this report, on”…
SpacBrain reads this as 15,498,302 shares are no longer redeemable.
The clause “00,000,000 shares authorized; 6,594,414 and 0 issued and outstanding (excluding 10,879,358 and 26,377,660 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively 660 — Class B ordinary shares, $ 0.0001 par”…
The clause …“at Fair Value Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money market funds $ 267,475,787 $ 267,475,787 $ — $ — Liabilities Derivative liability - forward purchase agreement $ 318,735 $ — $ —”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2023, we had $127,624 in cash held outside of the trust account and a”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Announcement 425 — Project Energy Reimagined Acquisition Corp.'s 8-K (Item 5.07) reporting its extraordinary general meeting of March 28, 2024. On the March 1, 2024 record date there were 17,473,772 Class A ordinary shares and a single Class B ordinary share outstanding; 14,607,233 shares, about 83.595%, were present and constituted a quorum. Shareholders approved by ordinary resolution the Business Combination Agreement of October 2, 2023 among PERAC, Irish Holdco Heramba Electric plc, Heramba Merger Corp., Heramba Limited and Heramba GmbH, together with the related proposals. Why it matters: The decisive vote: PERAC holders approved the Heramba/Kiepe combination, so the deal clears its shareholder gate roughly seven weeks after Heramba actually closed its purchase of Kiepe Electric. Note the odd capital structure disclosed here — exactly one Class B ordinary share outstanding, so sponsor control runs through something other than a normal founder-share block. The vote says nothing about redemptions; how much of the roughly $113 million trust survives determines what cash reaches an Irish plc whose operating business earns thin single-digit EBITDA margins.
What changed: Item 5.07 vote results. At its March 28, 2024 extraordinary general meeting Project Energy Reimagined shareholders approved the October 2, 2023 Business Combination Agreement with Heramba Electric plc, Heramba Merger Corp., Heramba Limited and Heramba GmbH (14,605,049 for, 2,184 against, 0 abstaining) and the plan of merger under which Merger Sub merges into PERAC, with PERAC surviving (same tallies, a two-thirds special resolution). Four non-binding advisory governance proposals also passed. Of the shares outstanding on the record date, 14,607,233 were present, about 83.595%. Why it matters: Approval is near-unanimous among voters, but the report states NO redemption figure and no trust balance, so the cash surviving to closing is not disclosed here. Item 7.01 states PERAC expects the business combination to close and Holdco's ordinary shares and warrants to list on Nasdaq under "PITA" and "PITAW" as soon as practicable. Two advisory proposals — Holdco's authorised capital and an Ireland forum selection clause — drew 549,105 against, far more than the 2,184 against the transaction itself.
What changed: Project Energy Reimagined Acquisition Corp. called an EGM for March 28, 2024 at noon ET at the offices of Greenberg Traurig to approve the combination agreement dated October 2, 2023 with Heramba Electric, an Irish public limited company acting as Holdco, record date March 1, 2024. Assuming no additional redemptions by PERAC public shareholders, Holdco is expected to have up to 55,819,369 shares and 21,614,362 warrants outstanding on consummation. Shareholders previously approved extending the deadline from August 2, 2023 to May 2, 2024, with an associated extension redemption. Why it matters: The no-additional-redemptions assumption behind the 55.8 million share figure is the standard best case, and the company already suffered an extension redemption at the earlier vote, so actual public ownership of Holdco will be smaller and trust cash lower than the pro forma implies. The 21.6 million warrants outstanding represent a further overhang of roughly 39% of the share count if exercised. Holdco must also satisfy Irish minimum capital requirements for a public limited company, an additional closing hurdle that redemptions can jeopardise by draining the cash intended to meet it.
What changed: Item 5.02. Effective March 19, 2024 Sanjay Mehta resigned as President and Director of Project Energy Reimagined Acquisition Corp. The filing states that to the company's knowledge the resignation was not the result of any dispute or disagreement with the company or its board on any matter relating to its operations, policies or practices. The board appointed Srinath Narayanan as President effective immediately; he continues as Chief Executive Officer and a member of the board. Why it matters: The CEO absorbs the President role and the board loses a member, leaving executive authority concentrated in one person who is also the company's lender — Mr. Narayanan personally holds the up-to-$375,000 promissory note issued on January 26, 2024, drawn to $350,000. The report states no replacement director and no new compensatory arrangement, referring back to the Form 10-K filed April 7, 2023.
What changed: Promotional 425 — the full February 2024 investor presentation filed by Heramba Electric plc on the Project Energy Reimagined Acquisition Corp. combination, with the deck text readable rather than hidden in an exhibit. It shows Kiepe Electric revenues of EUR 109.3 million (2021A) and EUR 119.8 million (2022A), 1H 2023 sales of about EUR 67.6 million against 1H 2022 of EUR 58.3 million, 1H 2023 EBITDA of roughly EUR 3 million, an order backlog above EUR 570 million, over 500 employees and a comparable-companies analysis sourced to S&P Capital IQ as of February 9, 2024. Why it matters: No status change, but unusually substantive for a promotional 425 because the actual figures are visible. Two things a holder should weigh: Kiepe grows revenue in the mid-teens but earns roughly EUR 3 million of non-IFRS EBITDA on EUR 68 million of half-year sales, a margin near 4%, against a pro forma implied enterprise value of about $450 million announced in October 2023; and EBITDA here is a company-defined non-IFRS measure the deck itself flags as excluding significant items. The order backlog above EUR 570 million is the strongest datum.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.