Основная статистика
| CIK | 1847241 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Project Energy Reimagined Acquisition Corp.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40972 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registr |
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| July 30, 2024 |
Plan of Merger The Companies Act (As Revised) of the Cayman Islands Plan of Merger Exhibit 2.1 Plan of Merger The Companies Act (As Revised) of the Cayman Islands Plan of Merger This plan of merger (the “Plan of Merger”) is made on 26 July 2024 between Project Energy Reimagined Acquisition Corp. (the “Surviving Company”) and Heramba Merger Corp. (the “Merging Company”). Whereas the Merging Company is a Cayman Islands exempted company and is entering into this Plan of Merger purs |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of in |
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| July 30, 2024 |
Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Project Energy Reimagined Acquisition Corp. (ROC # 371458) (the “Company”) TAKE NOTICE that by minutes of an extraordinary general meeting of the shareholders of the Company dated 28 March 2024 and by the Plan of Merger effective 26 July 2024, the following resolutions were passed: 9 Upo |
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| July 30, 2024 |
AMENDED AND RESTATED WARRANT AGREEMENT Exhibit 4.1 AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of July 26, 2024 is by and among Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland with company registration number 744994 (the “Company”), Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cay |
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| July 30, 2024 |
Exhibit 99.1 Heramba and Project Energy Reimagined Acquisition Corp. Announce Completion of Business Combination Newly-formed Heramba Electric intends to create a global leader in sustainable urban transportation and accelerate the decarbonization of urban transportation globally MENLO PARK, California and BERLIN, Germany (July 29, 2024) –– Heramba GmbH (“Heramba”), a special-purpose company focus |
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| July 29, 2024 |
SC 13G/A 1 ea0210169-13ga2smilodonpro.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G72556106 (CUSIP Number) July 26, 2 |
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| July 29, 2024 |
Pegr-form25 |
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| July 12, 2024 |
Filed by Project Energy Reimagined Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Heramba Electric plc Commission File No. 333-275903 Date: July 12, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month |
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| July 11, 2024 |
Exhibit 10.1 Execution Version NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of July 10, 2024 (the “Effective Date”), is made by and between Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the undersigned investor (the “Backstop Investor”). WHEREAS, the Company is a |
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| July 11, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 10, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of in |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 10, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of in |
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| July 11, 2024 |
Exhibit 10.1 Execution Version NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of July 10, 2024 (the “Effective Date”), is made by and between Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the undersigned investor (the “Backstop Investor”). WHEREAS, the Company is a |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of in |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3) Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G7255 |
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| June 28, 2024 |
Exhibit 99.1 Project Energy Reimagined Acquisition Corp. Announces Business Combination is Anticipated to Close in Early July 2024 Menlo Park, California, June 28, 2024 — Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR) (“PERAC”) today announced that its proposed business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated as of October 2, 2023 |
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| June 28, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of in |
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| June 28, 2024 |
Exhibit 99.1 Project Energy Reimagined Acquisition Corp. Announces Business Combination is Anticipated to Close in Early July 2024 Menlo Park, California, June 28, 2024 — Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR) (“PERAC”) today announced that its proposed business combination (the “Business Combination”) pursuant to the Business Combination Agreement, dated as of October 2, 2023 |
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| June 24, 2024 |
Filed by Project Energy Reimagined Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Heramba Electric plc Commission File No. 333-275903 Date: June 24, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month |
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| June 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40972 PROJECT E |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of inc |
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| June 5, 2024 |
Exhibit 99.1 Project Energy Reimagined Acquisition Corp. Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report Menlo Park, California, June 5, 2024 — Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR) (the “Company”) today announced that it received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 001-40972 Washington, D. |
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| May 7, 2024 |
Filed by Project Energy Reimagined Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Heramba Electric plc Commission File No. 333-275903 Date: May 6, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of i |
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| May 3, 2024 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of April 30, 2024 (the “Effective Date”), is made by and between Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the undersigned investor (the “Backstop Investor”). WHEREAS, the Company is a special purpose |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 29, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of i |
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| May 3, 2024 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF PROJECT ENERGY REIMAGINED ACQUISITION CORP PROJECT ENERGY REIMAGINED ACQUISITION CORP. (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company, |
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| May 3, 2024 |
Promissory Note issued in favor of Smilodon Capital, LLC, dated May 2, 2024 Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| May 3, 2024 |
Promissory Note issued in favor of Smilodon Capital, LLC, dated May 2, 2024 Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| May 3, 2024 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of April 30, 2024 (the “Effective Date”), is made by and between Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the undersigned investor (the “Backstop Investor”). WHEREAS, the Company is a special purpose |
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| May 3, 2024 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF PROJECT ENERGY REIMAGINED ACQUISITION CORP PROJECT ENERGY REIMAGINED ACQUISITION CORP. (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company, |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 17, 2024 |
Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the material terms of certain securities of Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (“we,” “our,” “us” or the “Company”), is not intended to be a complete summary o |
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| April 17, 2024 |
Exhibit 97.1 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which provides for the recoupment of certain |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40972 PROJECT ENERGY |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of i |
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| April 3, 2024 |
Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 28, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of i |
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| April 2, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40972 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER G72556106 G72556114 G72556122 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction (Com |
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| March 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| February 20, 2024 |
Filed by Heramba Electric plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Project Energy Reimagined Acquisition Corp. |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 16, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction o |
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| February 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 16, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction o |
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| February 16, 2024 |
Exhibit 99.1 1 Investor Presentation February 2024 Disclaimer 2 About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Project Energy Reimagined Acquisition Corp. (“PERAC”) and Heramba GmbH ( |
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| February 16, 2024 |
Exhibit 99.1 1 Investor Presentation February 2024 Disclaimer 2 About this Presentation This investor presentation (this “Presentation”) is provided for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Project Energy Reimagined Acquisition Corp. (“PERAC”) and Heramba GmbH ( |
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| February 14, 2024 |
EX-99.1 2 tm245263d5ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the “Shares”) (Title of |
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| February 14, 2024 |
EX-99.3 4 tm245263d5ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| February 14, 2024 |
SC 13G 1 schedule13gpegr21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G72556106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Fil |
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| February 14, 2024 |
EX-99.2 3 tm245263d5ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2024 |
SC 13G/A 1 ef20021167sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class Securities) G72556106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
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| February 14, 2024 |
SC 13G/A 1 tm245263d5sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G72556106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G72556106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 13, 2024 |
SC 13G/A 1 tm245812d10sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 4)* Under the Securities Exchange Act of 1934 Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G72556106 (CUSIP Number) December 31, 2023 (Date of Event Which Requ |
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| February 7, 2024 |
PEGR / Project Energy Reimagined Acquisition Corp. / MILLENNIUM MANAGEMENT LLC Passive Investment SC 13G/A 1 PEGRSC13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G72556106 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of |
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| February 7, 2024 |
Filed by Heramba Electric plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Project Energy Reimagined Acquisition Corp. |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Project Energy Reimagined Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) G72556122 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 1, 2024 |
Promissory Note issued in favor of Srinath Narayanan, dated January 26, 2024 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 26, 2024 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| January 23, 2024 |
SC 13G 1 eps111035.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Project Energy Reimagined Acquisition Corp (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) G72556106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropri |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40972 PROJE |
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| November 15, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40972 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER G72556106 G72556114 G72556122 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| October 31, 2023 |
Promissory Note issued in favor of Smilodon Capital, LLC, dated October 25, 2023 Exhibit 10.1 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| October 13, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 9, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| October 6, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among Project Energy Reimagined Acquisition Corp., HERAMBA ELECTRIC plc, HERAMBA MERGER CORP., HERAMBA GMBH and HERAMBA LIMITED Dated as of October 2, 2023 TABLE OF CONTENTS Page Article I. DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 16 Section 1.03 Construction 18 Article II. SPAC MERGER AND |
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| October 6, 2023 |
Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among Project Energy Reimagined Acquisition Corp., HERAMBA ELECTRIC plc, HERAMBA MERGER CORP., HERAMBA GMBH and HERAMBA LIMITED Dated as of October 2, 2023 TABLE OF CONTENTS Page Article I. DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 16 Section 1.03 Construction 18 Article II. SPAC MERGER AND |
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| October 6, 2023 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT, dated as of October 2, 2023 (this “Agreement”), by and among Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 371458 (“SPAC”), Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) establi |
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| October 6, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| October 6, 2023 |
Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT, dated as of October 2, 2023 (this “Agreement”), by and among Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability under company number 371458 (“SPAC”), Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) establi |
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| October 3, 2023 |
Filed by Heramba Electric plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Project Energy Reimagined Acquisition Corp. |
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| October 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| October 3, 2023 |
Exhibit 99.1 Heramba Electric to List on Nasdaq Through Business Combination with Project Energy Reimagined Acquisition Corp. ● Heramba Electric announced in August 2023 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 clo |
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| October 3, 2023 |
Exhibit 99.1 Heramba Electric to List on Nasdaq Through Business Combination with Project Energy Reimagined Acquisition Corp. ● Heramba Electric announced in August 2023 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 clo |
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| October 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 2, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| September 5, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 24, 2023 |
Exhibit 99.1 Project Energy Reimagined Acquisition Corp. Receives Expected Notice from Nasdaq Regarding Delayed Quarterly Report Menlo Park, California, August 24, 2023 — Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR) (the “Company”) today announced that it received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating t |
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| August 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 18, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| August 15, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40972 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER G72556106 G72556114 G72556122 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Project Energy Reimagined Acquisition Corp (Name of Issuer) Common Stock (Title of Class of Securities) G72556122 (CUSIP Number) August 10, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| August 4, 2023 |
Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF Project Energy Reimagined Acquisition Corp. PROJECT ENERGY REIMAGINED ACQUISITION CORP. (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY FIRST, RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 1, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of i |
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| August 4, 2023 |
Exhibit 10.2 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of August 1, 2023, by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), |
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| July 26, 2023 |
Form of Non-Redemption Agreement Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered into as of July [•], 2023, by and among Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and the undersigned investor(s) listed in Exhibit A (“Investor”). RECITALS WHEREAS, SPAC expects to hold an extraordinary general meeting of shareholders (the “Meeting”) for |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 25, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of in |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| July 11, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| June 30, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| May 22, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 16, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-40972 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER G72556106 G72556114 G72556122 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report o |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 25, 2023 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of i |
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| April 7, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 001-40972 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 14, 2023 |
SC 13G/A 1 tm234574-30sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $ |
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| February 14, 2023 |
SC 13G/A 1 brhc10047880sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class Securities) G72556106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing |
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| February 14, 2023 |
SC 13G/A 1 tm235349d17sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G72556106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of |
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| February 14, 2023 | ||
| February 14, 2023 |
SC 13G/A 1 tm235855d13sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par |
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| February 14, 2023 |
EX-99.3 4 tm235349d17ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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| February 14, 2023 |
EX-99.2 3 tm235349d17ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
EX-99.1 2 tm235349d17ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| January 30, 2023 |
SC 13G/A 1 p23-0327sc13ga.htm PROJECT ENERGY REIMAGINED ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G72556106 (CUSIP Number) December 31, 2022 (Dat |
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| January 24, 2023 |
SC 13G/A 1 pegrua212423.htm COWEN FINANCIAL PRODUCTS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Project Energy Reimagined Acquisition Corp (Name of Issuer) Unit (Title of Class of Securities) G72556122 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Ch |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G72556106 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the a |
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| November 21, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NT 10-Q 1 tm2228069d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 001-40972 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transitio |
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| August 22, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40972 PR |
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| August 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NT 10-Q 1 tm2216503d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER 001-40972 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Rep |
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| May 16, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 29, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 29, 2022 |
Exhibit 4.5 DESCRIPTION OF SECURITIES As of December 31, 2021, Project Energy Reimagined Acquisition Corp. (?we,? ?our,? ?us? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its units, each consisting of one Class A ordinary share and one-half of one redeemable warrant, (ii) Cla |
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| March 29, 2022 |
Exhibit 14.1 ? PROJECT ENERGY REIMAGINED ACQUISITION CORP. CODE OF BUSINESS CONDUCT AND ETHICS Effective October 28, 2021 I. INTRODUCTION The Board of Directors (the ?Board?) of Project Energy Reimagined Acquisition Corp. has adopted this code of business conduct and ethics (this ?Code?), as amended from time to time by the Board and which is applicable to all of the Company?s directors, officers |
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| March 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G72556106 (CUSIP Number) MARCH 4, 2022 (Date of event which requires filing of this statement) Check the appropriate box to desi |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class Securities) G72556106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G725 |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the “Shares”) (Title of |
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| February 11, 2022 |
Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 11th day of February, 2022, by and among Smilodon Capital, LLC, Admit Capital, LLC and Srinath Narayanan. |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Project Energy Reimagined Acquisition Corp. (Name of Issuer) Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G72556 106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| February 9, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G72556106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Project Energy Reimagined Acquisition Corp (Name of Issuer) Unit (Title of Class of Securities) G72556122 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| December 17, 2021 |
Exhibit 99.1 Project Energy Reimagined Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing December 20, 2021 REDWOOD CITY, CALIFORNIA, December 17, 2021 ? Project Energy Reimagined Acquisition Corp. (NASDAQ: PEGRU) (?Project Energy? or the ?Company?) announced that, commencing December 20, 2021, holders of the 26,377,660 units sold in the Company |
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| December 17, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction o |
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| December 14, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-409 |
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| December 14, 2021 |
SEC FILE NUMBER 001-40972 CUSIP NUMBERS G72556122 G72556106 G72556114 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 24, 2021 |
PROJECT ENERGY REIMAGINED ACQUISITION CORP. BALANCE SHEET NOVEMBER 2, 2021 Exhibit 99.1 PROJECT ENERGY REIMAGINED ACQUISITION CORP. BALANCE SHEET NOVEMBER 2, 2021 November 2, 2021 Pro Forma Adjustments As Adjusted ASSETS (Unaudited) (Unaudited) Current assets: Cash $ 3,150,000 3,150,000 Reimbursement receivable 500,000 500,000 Prepaid expenses 1,456 1,456 Total current assets 3,651,456 ? 3,651,456 Cash held in trust account 250,000,000 13,776,600 (a) 263,776,600 275,532 |
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| November 24, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2021 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction o |
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| November 24, 2021 |
Exhibit 99.2 Project Energy Reimagined Acquisition Corp. Announces Partial Exercise of Underwriter? Over-Allotment Option in Connection with its Initial Public Offering Redwood City, CA ? November 17, 2021 ? Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGRU) (the ?Company?) today announced that the underwriters of its previously announced initial public offering of units have partially ex |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securit |
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| November 12, 2021 |
D. E. SHAW & CO, L.P. - SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G725561221 (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the ru |
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| November 12, 2021 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0. |
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| November 12, 2021 |
Apollo Management Holdings GP, LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) G72556122** (CUSIP Number) November 2, 2021 (Date of Event Which Requires Filing of this Statement) Check the a |
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| November 12, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 19 |
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| November 12, 2021 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| November 12, 2021 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| November 12, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - PROJECT ENERGY REIMAGINED ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G72556122** (CUSIP Number) November 2, 2021 (Date of event which requires filing of this statement) Check the appropriate bo |
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| November 9, 2021 |
PROJECT ENERGY REIMAGINED ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 PROJECT ENERGY REIMAGINED ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 2, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Project Energy Reimagined Acquisition Corp. Opinion on the Financial State |
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| November 9, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm219358d128k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-158257 |
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| November 3, 2021 |
Cowen Financial Products LLC - COWEN FINANCIAL PRODUCTS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Project Energy Reimagined Acquisition Corp (Name of Issuer) Unit (Title of Class of Securities) G72556122 (CUSIP Number) November 02, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| November 2, 2021 |
Exhibit 99.2 Project Energy Reimagined Acquisition Corp. Announces Closing of $250 Million Initial Public Offering Redwood City, CA ? November 2, 2021 ? Project Energy Reimagined Acquisition Corp. (the ?Company?) today announced the closing of its initial public offering of 25,000,000 units. The units began trading on The Nasdaq Global Market (?Nasdaq?) under the ticker symbol ?PEGRU? on October 2 |
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| November 2, 2021 |
Amended and Restated Memorandum and Articles of Association Exhibit 3.1 Registrar of Companies Government Administration Building 133 Elgin Avenue George Town Grand Cayman Project Energy Reimagined Acquisition Corp. (ROC #371458) (the "Company") TAKE NOTICE that by written resolution of the shareholders of the Company dated 27 October 2021, the following special resolution was passed: 1 Adoption of Amended and Restated Memorandum and Articles of Associatio |
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| November 2, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of October 28, 2021 by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s regist |
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| November 2, 2021 |
EX-1.1 2 tm219358d11ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 PROJECT ENERGY REIMAGINED ACQUISITION CORP. 25,000,000 Units UNDERWRITING AGREEMENT October 28, 2021 J.P. Morgan Securities LLC BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA S |
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| November 2, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 28, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Smilodon Capital, LLC, a |
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| November 2, 2021 |
Exhibit 10.5 PROJECT ENERGY REIMAGINED ACQUISITION CORP. 3 Lagoon Drive, Suite 170 Redwood City, California 94065 October 28, 2021 EWI Capital SPAC I LLC 3 Lagoon Drive, Suite 170 Redwood City, California 94065 Re:????????Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and between Project Energy Reimagined Acquisition Corp. (the ?Company?) and EW |
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| November 2, 2021 |
Exhibit 99.1 Project Energy Reimagined Acquisition Corp. Announces Pricing of $250 Million Initial Public Offering Redwood City, CA ? October 28, 2021 ? Project Energy Reimagined Acquisition Corp. (the ?Company?) today announced the pricing of its initial public offering of 25,000,000 units at a price of $10.00 per unit. The units will be listed on the Nasdaq Global Market (?Nasdaq?) and trade und |
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| November 2, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of October 28, 2021, is made and entered into by and among Project Energy Reimagined Acquisition Corp., a Cayman Island exempted company (the ?Company?), Smilodon Capital, LLC, a Delaware limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature pag |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2021 PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40972 98-1582574 (State or other jurisdiction of |
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| November 2, 2021 |
Exhibit 10.1 October 28, 2021 Project Energy Reimagined Acquisition Corp. 3 Lagoon Drive, Suite 170 Redwood City, California 94065 Re:???????????Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Project Energy Reimagined Acquisition Corp |
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| November 2, 2021 |
Exhibit 4.1 WARRANT AGREEMENT between project energy reimagined ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of October 28, 2021, is by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust com |
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| November 1, 2021 |
TABLE OF CONTENTS ?FILED PURSUANT TO RULE 424(b)(4)? ?REGISTRATION NO. 333-254695? PROSPECTUS $250,000,000 Project Energy Reimagined Acquisition Corp. 25,000,000 Units ? Project Energy Reimagined Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, s |
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| October 29, 2021 |
Radcliffe Capital Management, L.P. - PROJECT ENERGY REIMAGINED ACQUISITION CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Project Energy Reimagined Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G72556 |
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| October 26, 2021 |
8-A12B 1 tm219358d108a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Project Energy Reimagined Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State of incorporation or organization |
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| October 13, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** Exhibit 4.4 FORM OF WARRANT AGREEMENT between project energy reimagined ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2021, is by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust com |
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| October 13, 2021 |
As filed with the U.S. Securities and Exchange Commission on October 12, 2021. ? As filed with the U.S. Securities and Exchange Commission on October 12, 2021. Registration No. 333-254695? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) ? Cayman Islands (State or |
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| October 13, 2021 |
Exhibit 10.1 [], 2021 Project Energy Reimagined Acquisition Corp. 3 Lagoon Drive, Suite 170 Redwood City, California 94065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Project Energy Reimagined Acquisition Corp., a Cayman Island |
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| September 29, 2021 |
Form of Administrative Services Agreement between the Registrant and EWI Capital SPAC I LLC. EX-10.8 18 tm219358d4ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 PROJECT ENERGY REIMAGINED ACQUISITION CORP. 3 Lagoon Drive, Suite 170 Redwood City, California 94065 [], 2021 EWI Capital SPAC I LLC 3 Lagoon Drive, Suite 170 Redwood City, California 94065 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between Project Energy Reimagined Acquisitio |
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| September 29, 2021 |
Form of Compensation Committee Charter. Exhibit 99.2 PROJECT ENERGY REIMAGINED ACQUISITION CORP. COMPENSATION COMMITTEE CHARTER Effective [], 2021 I. Purposes The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Project Energy Reimagined Acquisition Corp. (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determi |
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| September 29, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [], 2021 by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration s |
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| September 29, 2021 |
Securities Subscription Agreement between the Registrant and Smilodon Capital, LLC. Exhibit 10.7 Project Energy Reimagined Acquisition Corp. C/O Maples Corporate Services Limited P.O. Box 309, Ugland House Grand Cayman, Cayman Islands, KY1-1104 Smilodon Capital, LLC 3 Lagoon Drive, Suite 170 Redwood City, CA 94065 February 12, 2021 RE: Securities Subscription Agreement Ladies and Gentlemen: Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Compa |
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| September 29, 2021 |
EX-99.4 26 tm219358d4ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Project Energy Reimagined Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described as a person who will b |
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| September 29, 2021 |
Exhibit 10.9 Execution Version FORWARD PURCHASE AGREEMENT This Amended and Restated Forward Purchase Agreement (this ?Agreement?) is entered into as September 23, 2021 and amends and restates the Forward Purchase Agreement dated March 18, 2021, by and among Project Energy Reimagined Acquisition Corp., a Cayman Islands exempt company (the ?Company?), and EWI Capital SPAC I LLC, a Cayman Islands lim |
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| September 29, 2021 |
Promissory Note issued to Smilodon Capital, LLC. Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| September 29, 2021 |
Specimen Ordinary Share Certificate. Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP PROJECT ENERGY REIMAGINED ACQUISITION CORP. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), transferable on the books of the Comp |
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| September 29, 2021 |
Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Project Energy Reimagined Acquisition Corp. (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Regist |
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| September 29, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 29, 2021. TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on September 29, 2021. Registration No. 333-254695? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) ? Cayman |
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| September 29, 2021 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.2 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PROJECT ENERGY REIMAGINED ACQUISITION CORP. (adopted by special resolution dated [Date] 2021 and effective on [date] 2021) THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATI |
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| September 29, 2021 |
Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PROJECT ENERGY REIMAGINED ACQUISITION CORP. Auth Code: K60137978115 www.verify.gov.ky THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF PROJECT ENERGY REIMAGINED ACQUISITION CORP. 1 The name of the Company is |
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| September 29, 2021 |
EX-99.5 27 tm219358d4ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Project Energy Reimagined Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described as a person who will b |
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| September 29, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. Exhibit 4.4 FORM OF WARRANT AGREEMENT between project energy reimagined ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021, is by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust com |
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| September 29, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2021, is made and entered into by and among Project Energy Reimagined Acquisition Corp., a Cayman Island exempted company (the ?Company?), Smilodon Capital, LLC, a Delaware limited liability company (the ?Sponsor?) and each of the undersigned parties listed on the signature page hereto |
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| September 29, 2021 |
Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW project energy reimagined ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP ? Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is th |
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| September 29, 2021 |
Exhibit 10.1 [], 2021 Project Energy Reimagined Acquisition Corp. 3 Lagoon Drive, Suite 170 Redwood City, California 94065 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Project Energy Reimagined Acquisition Corp., a Cayman Island |
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| September 29, 2021 |
EX-10.10 20 tm219358d4ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 FOUNDER SHARE TRANSFER AGREEMENT THIS FOUNDER SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of September , 2021, is by and among Smilodon Capital, LLC, a Delaware limited liability company (the “Sponsor”), Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), and the investor set forth on t |
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| September 29, 2021 |
Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Smilodon Capital, LLC, a Delawar |
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| September 29, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 PROJECT ENERGY REIMAGINED ACQUISITION CORP. 25,000,000 Units UNDERWRITING AGREEMENT [●], 2021 J.P. Morgan Securities LLC BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Projec |
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| September 29, 2021 |
Form of Audit Committee Charter. Exhibit 99.1 PROJECT ENERGY REIMAGINED ACQUISITION CORP. AUDIT COMMITTEE CHARTER Effective [], 2021 I. Purposes The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Project Energy Reimagined Acquisition Corp. (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance w |
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| September 29, 2021 |
Exhibit 10.5 FORM OF INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of [], 2021, by and between Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors or officers or in other capacities unl |
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| September 29, 2021 |
Exhibit 99.6 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Project Energy Reimagined Acquisition Corp. (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Regist |
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| September 29, 2021 |
Exhibit 14 PROJECT ENERGY REIMAGINED ACQUISITION CORP. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [], 2021 I. Introduction The Board of Directors (the “Board”) of Project Energy Reimagined Acquisition Corp. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and |
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| September 29, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP PROJECT ENERGY REIMAGINED ACQUISITION CORP. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted comp |
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| March 25, 2021 |
Power of Attorney (included on signature page to a previous filing).* TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on March 24, 2021. Registration No. 333-????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? ? PROJECT ENERGY REIMAGINED ACQUISITION CORP. (Exact name of registrant as specified in its charter) ? Cayman Islands (State or other |
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| March 25, 2021 |
Exhibit 99.3 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Project Energy Reimagined Acquisition Corp. (the “Company”), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Regist |
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| March 25, 2021 |
Exhibit 99.5 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Project Energy Reimagined Acquisition Corp. (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Regist |
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| March 25, 2021 |
Exhibit 99.4 Consent of Director Nominee Pursuant to Rule 438 under the Securities Act of 1933 (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Project Energy Reimagined Acquisition Corp. (the ?Company?), the undersigned hereby consents to being named and described as a person who will become a director of the Company in the Regist |
