Project Energy Reimagined Acquisition Corp. *

Project Energy Reimagined Acquisition Corp. *

PROPOSED BUSINESS COMBINATION: Heramba GmbH

ENTERPRISE VALUE: $428.6 million
ANTICIPATED SYMBOL: TBD

Project Energy Reimagined Acquisition Corp. entered into a definitive business combination agreement with Heramba GmbH (“Heramba Electric”)

  • Heramba GmbH, founded in January 2023 and headquartered in Berlin, Germany and Atlanta, United States, is a special-purpose company focused on investing in companies with technologies and capabilities that can accelerate the decarbonization of commercial transportation.
  • Heramba is led by Dr. Hans-Jörg Grundmann (Managing Director), who has dedicated his career to innovating and improving commercial transportation, including in his role as CEO of Siemens Mobility and his other leadership roles with industry leaders Siemens and AEG.
  • With the Kiepe acquisition, Heramba Electric intends to create a pure-play global leader in sustainable urban transportation and further accelerate the expansion of urban transportation addressable market globally.

NON-REDEMPTION AGREEMENT – 7/11/24 – LINK

  • The SPAC entered an agreement with unaffiliated investors with respect to up to 500,000 Shares.
    • After the business combination, PERAC will pay the Backstop Investor for their shares from trust account funds, based on the agreed Redemption Price at closing.
    • If the Backstop Investor can’t buy enough shares up to the Share Cap, PERAC will issue the needed Replacement Shares unless the Closing doesn’t happen.
    • The Parties expect the Business Combination to close in July 2024.

EXTENSION – 5/3/24 – LINK

  • The SPAC approved the extension from May 2, 2024 to August 2, 2024.
    • 4,226,571 shares were redeemed.
    • $75K per month will be deposited into the trust account.

TRANSACTION

  • The Business Combination reflects a pro forma implied enterprise valuation of approximately US$450 million.
  • Consideration will be 100% in the form of rollover shares and the Business Combination is expected to provide approximately US$113 million of gross proceeds (before redemptions and the payment of certain expenses).
  • The transaction has been approved by Heramba Electric’s shareholder and PERAC’s Board of Directors, and the Business Combination is expected to close in the first quarter of 2024.
  • In August 2023, Heramba Electric announced that it had entered into a definitive agreement with subsidiaries of Knorr-Bremse Aktiengesellschaft to acquire Kiepe Electric, a company focused on decarbonization of commercial and public transportation, which is expected to close in the fourth quarter of 2023 (the “Kiepe Acquisition”).

pegas


SPAC FUNDING

  • Non-Redemption Agreement
    • The SPAC entered an agreement with unaffiliated investors with respect to up to 500,000 Shares.
      • After the business combination, PERAC will pay the Backstop Investor for their shares from trust account funds, based on the agreed Redemption Price at closing.
      • If the Backstop Investor can’t buy enough shares up to the Share Cap, PERAC will issue the needed Replacement Shares unless the Closing doesn’t happen.
      • The Parties expect the Business Combination to close in July 2024.

LOCK-UP

  • Company and Sponsor:
    • Each of such holders will agree to not effect any sale or distribution of the Lock-Up Securities until the earliest of:
      • (i) the twelve month anniversary of the Closing Date, and
      • (ii) such time that the trading price of the Combined Company equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • Project Energy shareholder approval
  • Consummation of the Kiepe Acquisition

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement may be terminated by either PERAC or Heramba if the Closing has not occurred prior to September 30, 2024.

ADVISORS

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

EXTENSION – 8/4/23 – LINK

  • The SPAC approved the extension from August 2, 2023 to May 2, 2024.
    • 15,498,302 shares were redeemed at the meeting for $10.41 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 7/26/23 – LINK

  • The SPAC entered into a non-redemption agreement with one or more unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 760,000 shares.
    • The Sponsor will transfer 138,000 Class A shares to the non-redeeming shareholders at the closing of the SPAC’s initial business combination.

MANAGEMENT & BOARD


Executive Officers

Srinath Narayanan, 53 [Appointed President on 3/19/24]
Director, Chief Executive Officer, and President

Mr. Narayanan has more than two decades of experience in growth investing, investment banking, and corporate finance. He currently serves as managing partner of Edgewater Investments, a private multi-family office he founded in 2013, where he has focused on growth investments into early and late-stage technology and transportation companies in the U.S. and China. Notable investment exits include Palantir Technologies (IPO 2020), SpaceX (2020), and Quectel (IPO 2019). He currently sits on the boards of Veea Technologies and Hyperloop Transportation Technologies. He is also an active investor in WrightSpeed Technologies, which is focused on powertrain technology for Class 8 EVs and heavy-duty trucks, and Smilodon Corporation, which is in the early phase of business model development and is focused on inter-modal transportation, particularly hydrogen fuel-cells and EV technology. Mr. Narayanan is our Chief Executive Officer and a director. He has more than two decades of experience in growth investing, investment banking, and corporate finance. He currently serves as managing partner of Edgewater Investments, a private multi-family office he founded in 2013, where he has focused on growth investments into early and late-stage technology and transportation companies in the U.S. and China. Notable investment exits include Palantir Technologies (IPO 2020), SpaceX (2020), and Quectel (IPO 2019). He currently sits on the boards of Veea Technologies and Hyperloop Transportation Technologies. He is also an active investor in WrightSpeed Technologies, which is focused on powertrain technology for Class 8 EVs and heavy-duty trucks, and Smilodon Corporation, which is in the early phase of business model development and is focused on inter-modal transportation, particularly hydrogen fuel-cells and EV technology.


Sanjay Mehta, 53 [Resigned 3/19/24]
President and Director 

Mr. Mehta has more than two decades of capital markets, M&A and investment management experience and has led and closed more than $20 billion worth of transactions in his career. Mr. Mehta is an individual investor in Hyperloop Transportation Technologies, a company in which Mr. Narayanan is an active investor and board member. Since 2014, he has served as the chairman of S ONE Trust, where he manages a multi-asset investment portfolio with a focus on socially/?environmentally driven impact investing, technology, renewable energy, zero emission mobility and electrification. He is also the founder and managing partner of ReNew One (U.K) Limited, a leasing fund for zero emission mass transportation and last mile logistics assets in the U.K. founded in 2020. From 2000 to 2014, Mr. Mehta was a Managing Director of Essar Capital where he managed a proprietary fund of $32 billion and led a team in making transformational investments, value creation and harvesting of investments in businesses throughout the energy, mobile communication, transportation, metals and infrastructure sectors. Mr. Mehta previously worked at J. Aron & Company, a subsidiary of Goldman Sachs, from 1993 to 1996 and American Marine Advisors Inc. in New York from 1996 to 2000. Since 2018, Mr. Mehta has served as an independent investment trustee on Steamship Mutual Underwriting Association Trustees (Bermuda) Limited. Mr. Mehta received his bachelor’s degree from London School of Economics and a master’s degree in Finance from City University Business School, London. Mr. Mehta was selected to serve on the board because of his investment management experience in renewable energy and technology.


David Roberts, 45
Chief Operating Officer

Mr. Roberts has extensive experience as a business executive, a patent attorney and in the public sector advancing public-private partnerships around energy storage technologies. Since 2017, Mr. Roberts has served as the Chief Innovation Officer at the Indiana Economic Development Corporation, the lead economic development agency for the State of Indiana. From 2015 to 2017, he served as President of the Battery Innovation Center, Inc., a non-profit R&D laboratory working with companies across next generation energy storage technologies, and has served as a member of its board of directors since 2018. From 2012 to 2014, Mr. Roberts served as CEO and President of EnerDel, Inc., a transportation and stationary lithium-ion battery supplier, leading EnerDel through a successful sale. From 2013 to 2014, he served as a member of the board of directors of Enertech International, Inc. and as a member of the board of directors of Zhejiang Wanxiang Ener1 Power Systems Co., Ltd. Mr. Roberts has additional experience as patent and corporate counsel for Caterpillar and as an engineer with Lockheed Martin. Mr. Roberts received a bachelor’s degree in Materials Science and Engineering from Lehigh University and a J.D. from Indiana University School of Law. Since 2014, Mr. Roberts has also served as a patent and business attorney with Gutwein Law and he is licensed to practice before the U.S. Patent and Trademark Office.


Prakash Ramachandran, 57
Chief Financial Officer

Mr. Ramachandran has more than 25 years of corporate finance experience in the United States and Asia. He served as EVP & Chief Financial Officer (CFO) of Digital Reasoning Systems, Inc., a software company offering AI/cognitive computing applications for financial services and healthcare markets from 2015 until its recent acquisition by Smarsh, Inc in 2021. During his tenure, the company closed two rounds of financing totaling approximately $80 million and completed a strategic acquisition of a healthcare company. Prior to Digital Reasoning, Mr. Ramachandran was CFO of Polyera Corporation, a materials company specializing in flexible electronics. During his tenure, the company raised over $35 million in funding. He was previously CFO of Nordic Windpower where he raised more than $60 million in equity and debt during his tenure. Mr. Ramachandran also spent five years as CFO of Novariant Inc., a period where the company raised more than $40 million in venture equity and debt, closed two key strategic acquisitions and grew its revenues by more than 1,500%. During Mr. Ramachandran’s time as CFO of Novariant Inc., Mr. Narayanan worked closely with the company in his capacity as an investment banker at Canaccord Adams. Earlier in his career, Mr. Ramachandran spent over 10 years in Hong Kong in various financial roles including five years as CFO of Sonex Group, where revenues grew from $100 million to $300 million during his tenure by expanding into new country markets in Asia and Latin America. Mr. Ramachandran also served on the board of directors of Thrasys, Inc., a healthcare technology company, from 2008 to 2020. Mr. Ramachandran has a bachelor’s degree in Commerce from the University of Madras in India and a master’s degree in Management from Stanford University’s Graduate School of Business (Sloan Fellows Program). He is a Chartered Accountant from India and is also a Chartered Management Accountant of U.K.


Tim Dummer, 56
Head of Business Strategy

Mr. Dummer has been a business leader and innovator with a passion for building and scaling cleantech companies with breakthrough technologies. Mr. Dummer has served as the Chief Executive Officer of Proof Energy since 2020. He has also served as a consultant for Venture Catalyst Advisors since 2015. From 2016 to 2017, he served as Chief Business Officer of Wrightspeed Technologies, a company in which Mr. Narayanan is an active investor. Mr. Dummer has 30 years of experience creating, growing and transforming businesses for Fortune 100 companies (GE and DuPont) as well as start-ups (Proof Energy, Wrightspeed Technologies, Rennovia and Solazyme). Mr. Dummer also brings deep domain experience of the renewable energy, electric vehicles, chemicals and materials, and biotechnology industries and the application of these technologies to create high-performance, cost-advantaged and circular-economy solutions. In addition, Mr. Dummer has extensive global business experience. He has lived and worked in the U.S. for 15 years and in Europe for 15 years (England, Ireland, Belgium and Switzerland) and is a dual citizen of the U.S. and the U.K. He also has significant experience doing business in Asia—particularly China, Japan, Korea and Taiwan. Mr. Dummer received a degree in Chemical Engineering from the University of Bradford, England and has completed multiple executive programs at INSEAD business school (France and Singapore) and GE’s Crotonville leadership institute (USA).


Kathy Liu, 46
Head of Technology Strategy

Dr. Liu is a thought leader in the battery innovation, power electronics and EV powertrain fields. Dr. Liu has served as head of engineering of Smilodon Corporation, a company in which Mr. Narayanan is an active investor and board member and is focused on Class 3 and Class 7 trucks and inter-modal transportation, since 2019. Dr. Liu is also the founder and Chief Technology Officer of GalaTech, Inc., focused on engineering and commercializing innovative 3-in-1 design with electric motor, inverter and electronic controls in a single box to drive greater efficiency for electric powertrain. Before transitioning to Chief Technology Officer, she served as President of GalaTech from 2017 to 2018. From 2012 to 2017, Dr. Liu worked at Tesla as an EV powertrain technologist where she was a core member of the R&D team developing Tesla’s Model S, Model X and Model 3’s inverter and electric powertrain, including the world’s first commercial SiC module for EV application as well as various system design and modeling for power and thermal management. Dr. Liu holds over 40 patents and has written over 30 scientific publications in EV powertrain and power electronic fields. Dr. Liu received her B.S. and M.S. degree from Tsinghua University-China and PhD degree from Carnegie Mellon University. She was a tenure-tracked assistant professor at the University of Notre Dame, and then a research scientist at Intel and Freescale.



Board of Directors

Michael Browning, 75
Chairman

Mr. Browning combines a decades-long career in real estate and infrastructure, with deep experience in energy and civic service. He currently serves as the lead independent director for Duke Energy Corp., where he has served on the board of directors since 2006 and also chairs the corporate governance committee and serves as a member of the compensation and people development committee and the regulatory policy committee. From 1977 to 2019, Mr. Browning served as chairman of Browning Consolidated, LLC, an Indianapolis-based real estate development company and still maintains his role as Principal. He has been deeply involved with the community of Indiana over the years, having served on the advisory board of St. Vincent Hospital and Health Care Center, the board of directors of the Indianapolis Indians and the board of directors of the Indy Public Safety Foundation. He currently serves as chairman of Visit Indy and as a member of both the Indiana Golf Association and the Crossroads Council of Boy Scouts. Mr. Browning received his bachelor’s degree from the University of Notre Dame in 1968.


Eric Spiegel, 63
Director

Mr. Spiegel has extensive experience as an executive and consultant in the energy, industrials and healthcare sectors as well as expertise in corporate governance. Since 2019, he has served as a special advisor at Brighton Park Capital where he supports the firm’s sector investment teams and portfolio companies by providing strategic counsel on industry trends, growth strategies and investment opportunities. He previously served as a special advisor at General Atlantic, a large, growth-oriented private equity firm, from 2017 to 2019, during which time he led (as interim CEO) the formation of a healthcare startup named OneOncology. Also during his time at General Atlantic, Mr. Spiegel served as chairman of CLEAResult, one of the largest providers of energy efficiency programs and services in North America, and as chairman of EN Engineering, a top 50 energy engineering and design firm in the United States. Mr. Spiegel currently serves as a member of the board of directors and chairman of the audit committee of Liberty Mutual Holding Company Inc. and as a member of the board of directors and chairman of the finance committee of Dover Corporation. From 2010 to 2016, Mr. Spiegel served as President and CEO of Siemens USA, a global business focusing on the areas of electrification, automation and digitalization. Prior to joining Siemens, he had 25 years of global consulting experience at Booz Allen Hamilton in the power, oil and gas, chemicals, water, retail, pharmaceuticals and automotive markets. Mr. Spiegel received his A.B. with Honors in Economics from Harvard University and his MBA from the Tuck School of Business at Dartmouth College where he was an Edward Tuck Scholar.


Nina Jensen, 45
Director

For over twenty years, Ms. Jensen has dedicated her career to promoting environmentally responsible solutions at numerous companies and organizations. Since 2018, Ms. Jensen has served as the Chief Executive Officer of REV Ocean, a not-for-profit company dedicated to combatting ocean pollution and improving the health of the world’s oceans. Prior to joining REV Ocean, Ms. Jensen held various positions during a fifteen-year career at the World Wide Fund for Nature (WWF) Norway, most recently serving as Secretary General from 2012 to 2017. Ms. Jensen also currently serves on the boards of directors of several companies and organizations dedicated to environmental sustainability, including Aker Carbon Capture, a carbon capture technology company with solutions, services and technologies covering the entire CCUS value chain, Aker Offshore Wind, an offshore wind power developer based in Norway and focused on deep water assets, the Plastic REVolution Foundation, and The Technology for Ocean Foundation. She also serves on the Friends of Ocean Action steering committee, as an advisor to the High Level Panel for Sustainable Ocean Economy established by the prime minister of Norway and on the advisory board of SDGs for BoDs network program. Ms. Jensen received her bachelor’s degree from James Cook University in Townsville, Australia and her master’s degree from The University of Fisheries Science in Tromso, Norway.