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~~March 3031, ~~2023~~2024

☐ 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 REIMAGINED ACQUISITION CORP. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1582574

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1280 El Camino Real, Suite 200

Menlo Park, California

94025

(Address of principal executive offices)

(Zip Code)

(415) 205-7937

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	PEGRU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	PEGR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	PEGRW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~June 2014, ~~2023~~2024, there were 1713,~~473~~247,~~772~~201 Class A ordinary shares, par value $0.0001 per share, and 1one Class B ordinary share, par value $0.0001 per share, of the registrant issued and outstanding.

PROJECT ENERGY REIMAGINED ACQUISITION CORP. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023 TABLE OF CONTENTS~~2024

		Page
PART I - FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Condensed Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Condensed Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited)	5
	Notes to Condensed Financial Statements (Unaudited)	6
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28
Item 4.	CONTROLS AND PROCEDURES	28
PART II - OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	29
Item 1A.	RISK FACTORS	29
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	32
Item 3.	DEFAULTS UPON SENIOR SECURITIES	33
Item 4.	MINE SAFETY DISCLOSURES	33
Item 5.	OTHER INFORMATION	33
Item 6.	EXHIBITS	33
SIGNATURES		34

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023	1
	Condensed Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2024 and 2023 (Unaudited)	3
	Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)	4
	Notes to Condensed Financial Statements (Unaudited)	5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
Item 4.	CONTROLS AND PROCEDURES	38
PART II - OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	39
Item 1A.	RISK FACTORS	39
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	40
Item 3.	DEFAULTS UPON SENIOR SECURITIES	40
Item 4.	MINE SAFETY DISCLOSURES	40
Item 5.	OTHER INFORMATION	40
Item 6.	EXHIBITS	41
SIGNATURES		42

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
	(Unaudited)
Assets
Current assets
Cash	$	~~199~~9,~~839~~319		$	~~515~~127,~~534~~624
Prepaid expenses and other current assets		3516,~~348~~037			~~226,094~~—
Total current assets		~~235~~25,~~187~~356			~~741~~127,~~628~~624
Investments held in trust account		~~114~~117,~~458~~492,~~949~~860			~~267~~115,~~475~~981,~~787~~606
Deferred offering costs		1718,~~229~~150,~~390~~924			—17,393,949
Total Assets	$	~~131~~135,~~923~~669,~~526~~140		$	~~268~~133,~~217~~503,~~415~~179
Liabilities and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	~~886~~1,~~538~~757,029		$	971,~~919~~605,457
Accrued expenses		13,~~940~~614,~~733~~687			~~437~~2,~~406~~435,615
Accrued expenses - related party		~~305~~485,000			65395,000
Promissory note - related party		300,000			—
Promissory notes, net of discount - related party		757,439			500,000
Total current liabilities		36,~~432~~614,~~271~~155			~~600~~4,~~325~~936,072
Warrant liabilities		23,~~593~~242,~~725~~156			~~864~~660,~~575~~831
Derivative liability - forward purchase agreement		1,691,000			318,735
Accrued offering costs		18,150,924			17,393,949
Deferred underwriting fee payable		—			9,232,181
Total Liabilities		28,007,235			22,990,852
Accrued offering costs		17,229,390			—
Total Liabilities		24,946,386			11,015,816
Commitments (Note 6)
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 10,879,358 and 26,377,660 shares at redemption value as of September 30, 2023 and December 31, 2022, respectively		114,358,949			267,375,787
Class A ordinary shares, $0.0001 par value, subject to possible redemption 10,879,358 shares at redemption value as of March 31, 2024 and December 31, 2023, respectively.		117,392,860			115,881,606
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 6,594,414 and 0 issued and outstanding (excluding 10,879,358 and 26,377,660 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively		660			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 6,594,414 issued and outstanding (excluding 10,879,358 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023.		660			660
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 1 and 6,594,415 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		—			660
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 1 share issued and outstanding as of March 31, 2024 and December 31, 2023.		—			—
Additional paid-in capital		—			—
Accumulated deficit		(79,~~382~~731,~~469~~615	)		(105,~~174~~369,~~848~~939	)
Total Shareholders’ Deficit		(79,~~381~~730,~~809~~955	)		(105,~~174~~369,~~188~~279	)
Total Liabilities and Shareholders’ Deficit	$	~~131~~135,~~923~~669,~~526~~140		$	~~268~~133,~~217~~503,~~415~~179

The accompanying notes are an integral part of ~~the~~these unaudited ~~condensed~~ financial statements.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30, 2023			Three Months Ended September 30, 2022			Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
	Three Months Ended
Operating costs	$	1,745,469		$	462,085		$	3,338,387		$	1,262,598
	March 31, 2024			March 31, 2023
Loss from operations		(1,745,469	)		(462,085	)		(3,338,387	)		(1,262,598	)
Operating costs	$	1,782,912		$	604,781
Gain on investments held in Trust Account		—			—			—			2,900
Loss from operations		(1,782,912	)		(604,781	)
Interest and dividend income on investments held in Trust Account		21,~~300~~511,~~443~~254			12,~~160~~843,~~124~~532			~~8,263,840~~			~~1,472,737~~
Unrealized (loss) gain on fair value of derivative liability - forward purchase agreement		(104,163	)		(137,259	)		(1,372,265	)		237,459
Interest expense (amortization of debt discount)		(5,281	)		—
Unrealized (loss) gain on fair value of warrant liabilities		(1,080,719	)		432,286			(1,729,150	)		9,510,318
Unrealized loss on fair value of derivative liability - forward purchase agreement		—			(163,488	)
Gain on waiver of deferred underwriting commissions by underwriter		—			—			456,993			—
Unrealized loss on fair value of warrant liabilities		(2,581,325	)		(648,431	)
Net (loss) income	$	(~~629~~2,~~908~~858,264	)	$	~~993~~1,~~066~~426,832		$	~~2,281,031~~		$	~~9,960,816~~
Basic and diluted weighted average shares outstanding, Class A ordinary shares		2017,~~570~~473,~~776~~772			26,377,660			~~24,420,761~~			~~26,377,660~~
Basic and diluted net (loss) income per share, Class A ordinary shares	$	(0.0316	)	$	0.0304		$	~~0.08~~		$	~~0.30~~
Basic and diluted weighted average shares outstanding, Class B ordinary shares		~~2,293,710~~1			6,594,415			~~5,145,093~~			~~6,594,415~~
Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.0316	)	$	0.0304		$	~~0.08~~		$	~~0.30~~

The accompanying notes are an integral part of ~~the~~these unaudited ~~condensed~~ financial statements.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

	THREE MONTHS ENDED MARCH 31, 2024
	Ordinary Shares								Additional						Total
	Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2024		6,594,414	$	660		1	$	—	$	—		$	(5,369,939	)	$	(5,369,279	)
Capital contributions - related parties		—		—		—		—		7,842			—			7,842
Remeasurement of ordinary shares subject to redemption, to redemption value		—		—		—		—		(7,842	)		(1,503,412	)		(1,511,254	)
Net loss		—		—		—		—		—			(2,858,264	)		(2,858,264	)
Balance as of March 31, 2024		6,594,414	$	660		1	$	—	$	—		$	(9,731,615	)	$	(9,730,955	)

	THREE MONTHS ENDED MARCH 31, 2023
	Ordinary Shares										Additional					Total
	Class A				Class B						Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance at January 1, 2023		—	$	—		6,594,415		$	660		$	—	$	(10,174,848	)	$	(10,174,188	)
Balance as of January 1, 2023		—	$	—		6,594,415		$	660		$	—	$	(10,174,848	)	$	(10,174,188	)
Remeasurement of ordinary shares subject to redemption, to redemption value		—		—		—			—			—		(2,843,532	)		(2,843,532	)
Net income		—		—		—			—			—		1,426,832			1,426,832
Balance at March 31, 2023		—		—		6,594,415			660			—		(11,591,548	)		(11,590,888	)
Balance as of March 31, 2023		—		—		6,594,415		$	660		$	—	$	(11,591,548	)	$	(11,590,888	)
Waiver of deferred underwriting commissions by underwriter (see Note 6)		—		—		—			—			—		8,775,188			8,775,188
Remeasurement of ordinary shares subject to redemption, to redemption value		—		—		—			—			—		(3,119,865	)		(3,119,865	)
Net income		—		—		—			—			—		1,484,107			1,484,107
Balance at June 30, 2023		—		—		6,594,415			660			—		(4,452,118	)		(4,451,458	)
Conversion of Class B common shares to Class A common shares		6,594,414		660		(6,594,414	)		(660	)		—		—			—
Remeasurement of ordinary shares subject to redemption, to redemption value		—		—		—			—			—		(2,300,443	)		(2,300,443	)
Net loss		—		—		—			—			—		(629,908	)		(629,908	)
Balance at September 30, 2023		6,594,414	$	660		1		$	—		$	—	$	(7,382,469	)	$	(7,381,809	)

The accompanying notes are an integral part of ~~the~~these unaudited ~~condensed~~ financial statements.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

CONDENSED STATEMENTS OF ~~CHANGES~~CASH ~~IN SHAREHOLDERS’ DEFICIT~~FLOWS

(UNAUDITED)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

	Three Months Ended
	March 31, 2024			March 31, 2023
Cash Flows from Operating Activities:
Net (loss) income	$	(2,858,264	)	$	1,426,832
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest and dividend income on investments held in Trust Account		(1,511,254	)		(2,843,532	)
Interest expense (amortization of debt discount)		5,281			—
Unrealized loss on fair value of derivative liability - forward purchase agreement		—			163,488
Unrealized loss on fair value of warrant liabilities		2,581,325			648,431
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(16,037	)		(54,191	)
Accounts payable		151,572			136,825
Accrued expenses		1,179,072			47,942
Accrued expenses - related party		90,000			60,000
Net cash used in operating activities		(378,305	)		(414,205	)

Cash Flows from Financing Activities:
Proceeds from promissory note - related party		260,000			—
Net cash provided by financing activities		260,000			—

Net Change in Cash		(118,305	)		(414,205	)
Cash - Beginning of period		127,624			515,534
Cash - End of period	$	9,319		$	101,329

Non-cash investing and financing activities:
Deferred offering costs	$	756,975		$	—
Debt Discount	$	7,842		$	—
Remeasurement of Class A ordinary shares to redemption amount	$	1,511,254		$	2,843,532

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at January 1, 2022		—	$	—		6,594,415	$	660	$	—	$	(19,850,346	)	$	(19,849,686	)
Net income		—		—		—		—		—		126,193			126,193
Balance at March 31, 2022		—		—		6,594,415		660		—		(19,724,153	)		(19,723,493	)
Remeasurement of ordinary shares subject to possible redemption to redemption value		—		—		—		—		—		(212,613	)		(212,613	)
Net income		—		—		—		—		—		8,841,557			8,841,557
Balance at June 30, 2022		—		—		6,594,415	$	660	$	—	$	(11,095,209	)	$	(11,094,549	)
Remeasurement of ordinary shares subject to redemption, to redemption value		—		—		—		—		—		(1,160,124	)		(1,160,124	)
Net income		—		—		—		—		—		993,066			993,066
Balance at September 30, 2022		—	$	—		6,594,415	$	660	$	—	$	(11,262,267	)	$	(11,261,607	)

The accompanying notes are an integral part of these unaudited financial statements.

The accompanying notes are an integral part of the unaudited condensed financial statements.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30, 2023			Nine Months Ended September 30, 2022
Cash Flows from Operating Activities:
Net income	$	2,281,031		$	9,960,816
Adjustments to reconcile net income to net cash used in operating activities:
Gain on investments held in Trust Account		—			(2,900	)
Interest and dividend income on investments held in Trust Account		(8,263,840	)		(1,472,737	)
Unrealized (gain) loss on fair value of derivative liability - forward purchase agreement		1,372,265			(237,459	)
Unrealized (gain) loss on fair value of warrant liabilities		1,729,150			(9,510,318	)
Gain on waiver of deferred underwriting commissions by underwriter		(456,993	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		190,746			277,004
Accounts payable		788,619			6,422
Accrued expenses		1,503,327			266,704
Accrued offering costs		—			(12,632	)
Accrued expenses - related party		240,000			30,000
Net cash used in operating activities		(615,695	)		(695,100	)
Cash Flows from Investing Activities:
Proceeds from Trust Account for payment to redeeming shareholders		161,280,678			—
Net cash provided by investing activities		161,280,678			—
Cash Flows from Financing Activities:
Proceeds from promissory note - related party		300,000			—
Payment to redeeming shareholders		(161,280,678	)		—
Net cash used in financing activities		(160,980,678	)		—
Net Change in Cash		(315,695	)		(695,100	)
Cash - Beginning of period		515,534			1,493,933
Cash - End of period	$	199,839		$	798,833
Non-cash investing and financing activities:
Deferred offering costs	$	17,229,390		$	—
Remeasurement of Class A ordinary shares to redemption amount	$	8,263,840		$	1,372,737
Waiver of deferred underwriting commissions by underwriter (see Note 6)	$	9,232,181		$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Project Energy Reimagined Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 10, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~September~~March 3031, ~~2023~~2024, the Company had ~~not~~ not commenced any operations. All activity for the period from February 10, 2021 (inception) through ~~September~~March 3031, ~~2023~~2024 relates to the Company’s formation and the preparation of its initial public offering (“Initial Public Offering”), as described below, and since the closing of the Initial Public Offering, the search for a target for the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of dividend income, interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,150,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Smilodon Capital, LLC (the “Sponsor”), generating gross proceeds of $8,150,000, which is discussed in Note 4.

The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On November 12, 2021, the underwriters partially exercised the over-allotment option and on November 17, 2021 purchased an additional 1,377,660 Units (the “Over-Allotment Units”), generating gross proceeds of $13,776,600.

Simultaneously with the closing of the partial exercise of the over-allotment option, the Company consummated the sale of 275,532 warrants (the “Over-Allotment Warrants”) at a purchase price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $275,532.

Upon the closing of the Initial Public Offering and the sales of the Over-Allotment Units and Over-Allotment Warrants, an amount of $263,776,600 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Warrants was placed in a trust account (the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the holders of the Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares. If the Company is unable to complete the initial Business Combination, the Company’s Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and the warrants will expire worthless.

6The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company will ~~provide~~proceed ~~its Public Shareholders~~ with ~~the~~a ~~opportunity~~Business toCombination if ~~redeem all or~~ a ~~portion~~majority of ~~their~~the ~~Public~~shares ~~Shares~~voted ~~upon~~are ~~the~~voted ~~completion~~in favor of athe Business Combination. ~~either~~If ~~(i)~~a inshareholder ~~connection~~vote is not required under applicable ~~with~~law aor ~~shareholder~~stock ~~meeting~~exchange ~~called~~listing torequirements ~~approve~~and the ~~Business~~Company ~~Combination~~does ornot ~~(ii)~~decide byto ~~means~~hold of a ~~tender~~shareholder ~~offer.~~vote ~~The~~for ~~decision~~business asor toother ~~whether~~reasons, the Company will, ~~seek~~pursuant ~~shareholder~~to ~~approval~~its ofAmended aand ~~Business~~Restated ~~Combination~~Memorandum orand ~~conduct~~Articles aof ~~tender~~Association ~~offer~~as ~~will~~then bein ~~made~~effect, byconduct the ~~Company,~~redemptions ~~in its sole discretion.~~pursuant ~~The~~to ~~Public~~the ~~Shareholders~~tender ~~will~~offer berules ~~entitled~~of tothe ~~redeem~~Securities ~~their~~and ~~Public~~Exchange ~~Shares~~Commission ~~for~~(“SEC”), aand ~~pro~~file ~~rata~~tender ~~portion~~offer ofdocuments containing substantially the ~~amount~~same ~~held~~information inas ~~the~~would ~~Trust~~be ~~Account (initially~~included ~~$10.00~~in ~~per~~a ~~share),~~proxy ~~calculated~~statement aswith ofthe ~~two~~SEC ~~business days~~ prior to ~~the~~completing ~~completion of~~ a Business Combination,. ~~including~~If ~~any~~the ~~pro~~Company ~~rata~~seeks ~~interest~~shareholder ~~earned~~approval onin ~~the~~connection ~~funds~~with ~~held~~a inBusiness Combination, the ~~Trust~~Sponsor ~~Account~~ and ~~not~~the ~~previously~~Company’s ~~released~~management toteam ~~the~~have ~~Company~~ agreed to ~~pay~~vote ~~its~~any ~~tax~~Founder ~~obligations.~~Shares ~~There will~~(as bedefined noin ~~redemption~~Note ~~rights~~5) ~~upon~~held ~~the~~by ~~completion~~them, ofand aany ~~Business~~Public ~~Combination~~Shares ~~with~~purchased ~~respect~~by tothem ~~the~~in ~~Company’s~~or ~~warrants.~~after ~~The~~the ~~Class~~Initial ~~A ordinary~~Public ~~shares~~Offering ~~are~~in ~~recorded~~favor atof ~~redemption~~approving ~~value~~a ~~and~~Business ~~classified~~Combination. asAdditionally, ~~temporary~~each ~~equity~~Public ~~upon~~Shareholder ~~the~~may ~~completion~~elect ofto ~~the~~redeem ~~Initial~~their Public ~~Offering,~~Shares ~~in accordance~~irrespective ~~with~~of ~~the~~whether ~~Financial~~they ~~Accounting~~vote ~~Standards~~for ~~Board’s~~or ~~(“FASB”)~~against ~~Accounting~~the ~~Standards~~proposed ~~Codification~~transaction ~~(“ASC”)~~or ~~Topic 480,~~vote ~~Distinguishing~~at ~~Liabilities from Equity (“ASC 480”)~~all.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association as then in effect, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s management team have agreed to vote any Founder Shares (as defined in Note 5) held by them, and any Public Shares purchased by them in or after the Initial Public Offering, in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all.

If the Company seeks shareholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the initial Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering without the Company’s prior consent (the “Excess Shares”). However, the Company would not be restricting the shareholders’ ability to vote all of their shares (including Excess Shares) for or against the initial Business Combination. The shareholders’ inability to redeem the Excess Shares will reduce their influence over the ability to complete the initial Business Combination, and such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with respect to the Excess Shares if the Company completes the initial Business Combination. As a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open-market transactions, potentially at a loss.

The Sponsor, Anchor Investors (as defined below in Note 5) and management team have agreed to (i) waive their redemption rights with respect to any Founder Shares and, solely with respect to the Sponsor and management team, Public Shares they hold in connection with the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and, solely with respect to the Sponsor and management team, Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete an initial Business Combination within the Combination Period (as defined below). However, if the Sponsor or Anchor Investors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period (as defined below).

The Anchor Investors are not required to (i) hold any Units, Class A ordinary shares or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares.

7The Amended and Restated Memorandum and Articles of Association provided that the Company would have only 18 months from the closing of Initial Public Offering (or 21 months from the closing of the Initial Public Offering if the Company executed a letter of intent, agreement in principle, or definitive agreement for an initial Business Combination within 18 months from the closing of the Initial Public Offering, but had not completed an initial Business Combination within such 18-month period) to complete an initial Business Combination. The Company entered into a non-binding letter of intent, dated as of April 25, 2023, with respect to an initial Business Combination, that automatically extended the period that the Company had to complete an initial Business Combination to August 2, 2023 pursuant to the Amended and Restated Memorandum and Articles of Association. On August 1, 2023, the Company held an extraordinary general meeting in lieu of the 2023 annual general meeting of shareholders of the Company (the “First Extension Meeting”). At the First Extension Meeting, the Company’s shareholders approved, among other matters, the extension of the date by which the Company must consummate an initial Business Combination from August 2, 2023 to May 2, 2024, or such earlier date as determined by the Company’s board of directors, for a total extension of up to nine months (collectively, the “First Extension”). On April 29, 2024, the Company held an extraordinary general meeting of shareholders of the Company (the “Second Extension Meeting”) at which the Company’s shareholders approved the further extension of the date by which the Company must consummate an initial Business Combination from May 2, 2024 to August 2, 2024, or such earlier date as determined by the Company’s board of directors (the “Combination Period”), for a total extension of up to three months (collectively, the “Second Extension”). If the Company is unable to complete an initial Business Combination within the Combination Period (or such later date as may be approved by the Company’s shareholders at a meeting called for such purpose at which the Company’s shareholders will be given the opportunity to have their Public Shares redeemed for a pro rata portion of the funds in the Trust Account), the Company will then liquidate in accordance with the Amended and Restated Memorandum and Articles of Association.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Amended and Restated Memorandum and Articles of Association provided that the Company would have only 18 months from the closing of Initial Public Offering (or 21 months from the closing of the Initial Public Offering if the Company executed a letter of intent, agreement in principle, or definitive agreement for an initial Business Combination within 18 months from the closing of the Initial Public Offering, but had not completed an initial Business Combination within such 18-month period) to complete an initial Business Combination. The Company entered into a non-binding letter of intent, dated as of April 25, 2023, with respect to an initial Business Combination, that automatically extended the period that the Company had to complete an initial Business Combination to August 2, 2023 pursuant to the Amended and Restated Memorandum and Articles of Association. On August 1, 2023, the Company held an extraordinary general meeting in lieu of the 2023 annual general meeting of shareholders of the Company (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, the Company’s shareholders approved, among other matters, the extension of the date by which the Company must consummate an initial Business Combination from August 2, 2023 to May 2, 2024, or such earlier date as determined by the Company’s board of directors (the “Combination Period”), for a total extension of up to nine months (collectively, the “Extension”). If the Company is unable to complete an initial ~~Business~~ Combination within the Combination Period (or such later date as may be approved by the Company’s shareholders at a meeting called for such purpose at which the Company’s shareholders will be given the opportunity to have their Public Shares redeemed for a pro rata portion of the funds in the Trust Account), the Company will then liquidate in accordance with the Amended and Restated Memorandum and Articles of Association. If the Company is unable to complete an initial Business Combination within the Combination Period or during any extension period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii) to the obligations under Cayman Islands law to provide for claims of creditors and the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete an initial Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In April 2023, the underwriters further waived their rights to 100% of the deferred underwriting commission (see Note 6).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of the Public Shares. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

On July 25, 2023, the Company entered into one or more agreements (the “First Extension Non-Redemption Agreements”) with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 760,000 Public Shares in connection with certain proposals considered and voted upon at the ~~Extraordinary General~~First Extension Meeting, in exchange for the Company agreeing to issue or cause to be issued to each such investor 138,000 Class A ordinary shares (“Post-Combination Shares”) at the time of the Company’s initial Business Combination. The Company subsequently ~~has since~~ entered into additional First Extension Non-Redemption Agreements with unaffiliated third parties on the same or similar terms reflecting the above ratio of non-redeemed Class A ordinary shares to Post-Combination Shares. Pursuant to all such First Extension Non-Redemption Agreements, the Company has agreed to issue or cause to be issued to such investors an aggregate of 1,645,596 Post-Combination Shares. In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction Act of 2022 (the “IR Act”) upon a redemption of Public Shares~~, including in connection with the Extension, an initial Business Combination or liquidation of the Company~~.

At the ~~Extraordinary~~First ~~General~~Extension Meeting, the Company’s shareholders approved the following items: (i) a proposal to amend the Amended and Restated Memorandum and Articles of Association to provide for the First Extension (the “First Extension Amendment Proposal”); (ii) a proposal to amend the Amended and Restated ~~Memorandum~~ Memorandum and Articles of Association to eliminate (a) the limitation that the Company shall not redeem Public Shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions and (b) the limitation that the Company shall not consummate an initial Business Combination unless the Company has net tangible assets of at least $5,000,001 upon ~~consummation~~ consummation of such Business Combination (the “Redemption Limitation Amendment Proposal”); (iii) a proposal to amend the Amended and Restated Memorandum and Articles of Association to provide for the right of holders of Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time at the option of the holder (the “Founder Share Amendment Proposal”, and collectively with the First Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the “Articles Amendment Proposals”); (iv) a proposal to amend the investment management trust agreement, dated as of October 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to provide for the First Extension (the “Trust Amendment”, and such proposal, the “Trust Amendment Proposal”); (v) a proposal to re-appoint Michael Browning to the board of directors to serve until the third annual general meeting of shareholders following the First ~~Extraordinary~~Extension ~~General~~ Meeting or until his successor is elected and qualified; and (vi) a proposal to ratify the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ~~ending~~ ended December 31, 2023.

Effective upon the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, on August 1, 2023, (i) the Amended and Restated Memorandum and Articles of Association were amended pursuant to the resolutions set forth in the Articles Amendment Proposals, and (ii) the Company entered into the Trust Amendment with Continental Stock Transfer & Trust Company, as trustee.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On August 1, 2023, in connection with and following the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, (i) holders of 6,594,414 Class B ordinary shares voluntarily elected to convert such Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with the Amended and Restated Memorandum and Articles of Association as amended pursuant to the Articles Amendment Proposals (collectively, the “Class B Conversion”), and (ii) the Public Shareholders elected to redeem 15,498,302 Class A ordinary shares at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million (the “First Extension Redemption”). After the satisfaction of the First Extension Redemption, the balance in the Trust Account was approximately $113.2 million. Upon completion of the Class B Conversion followed by the First Extension Redemption, 17,473,772 Class A ordinary shares (including 10,879,358 shares subject to possible redemption) and one Class B ordinary share remained issued and outstanding.

On April 29, 2024, at the Second Extension Meeting, the Company’s shareholders approved a proposal to amend the Amended and Restated Memorandum and Articles of Association to provide for the Second Extension (the “Second Extension Amendment Proposal”). Effective upon such approval, (i) the Amended and Restated Memorandum and Articles of Association were amended pursuant to the resolutions set forth in the Second Extension Amendment Proposal to implement the Second Extension, and (ii) the Public Shareholders elected to redeem 4,226,571 Class A ordinary shares at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of approximately $45.8 million (the “Second Extension Redemption”). After the satisfaction of the Second Extension Redemption, the balance in the Trust Account was approximately $72.2 million. Upon completion of the Second Extension Redemption, 13,247,201 Class A ordinary shares (including 6,652,787 shares subject to possible redemption) and one Class B ordinary share remain issued and outstanding.

Proposed Business Combination

On October 2, 2023, the Company entered into a business combination agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) with Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland (“Holdco”), Heramba Merger Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Merger Sub”), Heramba Limited, an Irish private company limited by shares duly incorporated under the laws of Ireland (the “Seller”), and Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany (“Heramba”), which provides for a proposed business combination through a series of related transactions (collectively, the “Proposed Business Combination”), as described in more detail below.

On December 6, 2023, Holdco initially filed with the SEC a registration statement on Form F-4 (File No. 333-275903) in connection with the Proposed Business Combination, which was subsequently amended on January 16, 2024, February 27, 2024 and March 15, 2024 (as amended, the “Form F-4”). The Form F-4 contains a preliminary proxy statement/prospectus that constitutes (i) a preliminary proxy statement relating to the Proposed Business Combination in connection with the Company’s solicitation of proxies for the vote by its shareholders regarding the Proposed Business Combination and related matters, as described in the Form F-4, and (ii) a preliminary prospectus relating to, among other things, the offer of the securities to be issued by Holdco in connection with the Proposed Business Combination.

On March 19, 2024, the Form F-4 was declared effective by the SEC, and Holdco and the Company filed the definitive proxy statement/prospectus related to the Proposed Business Combination (the “definitive proxy statement/prospectus”) with the SEC. On or about March 19, 2024, the Company commenced the mailing of the definitive proxy statement/prospectus and other relevant documents to its shareholders as of March 1, 2024, the record date established for voting on the Proposed Business Combination. The terms of the Business Combination Agreement and other related ancillary agreements, including those noted below, are summarized in more detail in the Form F-4 and the definitive proxy statement/prospectus.

On March 28, 2024, the Company held an extraordinary general meeting of shareholders (the “Business Combination Meeting”) to consider and vote upon the proposals set forth in the definitive proxy statement/prospectus. At the Business Combination Meeting, the Company’s shareholders approved the Proposed Business Combination and related matters. The Company expects the Proposed Business Combination to close as soon as practicable.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

OnBusiness ~~August~~Combination 1, 2023, in connection with and following the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, (i) holders of 6,594,414 Class B ordinary shares voluntarily elected to convert such Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with the Amended and Restated Memorandum and Articles of Association as amended pursuant to the Articles Amendment Proposals (collectively, the “Class B Conversion”), and (ii) the Public Shareholders elected to redeem 15,498,302 Class A ordinary shares at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million (the “Redemption”). After the satisfaction of the Redemption, the balance in the Trust Account was approximately $113.2 million. Upon completion of the Class B Conversion followed by the Redemption, 17,473,772 Class A ordinary shares (including 10,879,358 shares subject to possible redemption) and one Class B ordinary share remain issued and outstanding.Agreement

OnPursuant ~~October~~to 2the Business Combination Agreement, each ~~2023~~of the following transactions will occur in the following order: (i) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), (1) each of the Company’s ~~entered~~issued ~~into~~and aoutstanding Units will be automatically separated ~~business~~into ~~combination~~its ~~agreement~~component securities (asthe ~~may~~“Unit Separation”) and (2) the sole issued and outstanding Class B ordinary share will be ~~amended,~~automatically ~~supplemented,~~converted orinto ~~otherwise~~one ~~modified~~Class ~~from~~A ~~time~~ordinary toshare ~~time~~(such conversion, the “~~Business~~Closing ~~Combination Agreement~~Class B Conversion”); ~~with~~(ii) ~~Heramba~~at ~~Electric~~the Merger ~~plc~~Effective Time, anthe ~~Irish~~Company ~~public~~will ~~limited~~enter ~~company~~into ~~duly~~a ~~incorporated~~plan ~~under~~of ~~the~~merger ~~laws~~with ofMerger ~~Ireland~~Sub, ~~Heramba~~pursuant to which Merger Sub will merge with and ~~Corp.~~into our company (the “Merger”), anwith ~~exempted~~the ~~company~~Company ~~incorporated~~being the surviving company in the ~~Cayman~~Merger ~~Islands~~(the ~~with~~“Surviving ~~limited~~Company”) and ~~liability~~becoming a direct, ~~Heramba~~wholly ~~Limited~~owned subsidiary of Holdco; (iii) at the Merger Effective Time, an(a) ~~Irish~~each ~~private~~Class ~~company~~A ~~duly~~ordinary ~~incorporated~~share issued and ~~under~~outstanding immediately prior to the ~~laws~~Merger ofEffective ~~Ireland~~Time (which, ~~and~~for ~~Heramba~~the ~~GmbH~~avoidance of doubt, will include the Class A ordinary shares held as a ~~limited~~result ~~liability~~of ~~company~~the ~~(Gesellschaft~~Unit ~~mit~~Separation ~~beschränkter~~and ~~Haftung~~the Closing Class B Conversion) ~~established~~will be automatically cancelled in exchange for the right ~~under~~to be issued one ordinary share in the ~~laws~~capital of ~~Germany~~Holdco with a nominal value of €0.0001 (“~~Heramba~~Holdco Ordinary Shares”), (b) ~~which~~each ~~provides~~Public ~~for~~Warrant awill ~~proposed~~remain ~~business~~outstanding ~~combination~~but ~~through~~will abe ~~series~~automatically ofadjusted ~~related~~to ~~transactions~~ become one Holdco public warrant (~~collectively~~“Holdco Public Warrants”), ~~the~~(c) each Private Placement Warrant will remain outstanding but will be automatically adjusted to become one Holdco private warrant (“~~Proposed~~Holdco ~~Business~~Private ~~Combination~~Warrants”)., ~~Concurrently~~(d) ~~with~~each Class A ordinary share properly tendered for redemption and issued and outstanding immediately prior to the ~~execution~~Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the ~~Business~~Trust ~~Combination~~Account ~~Agreement,~~ pursuant to the ~~Company~~Articles, ~~Heramba~~(e) each dissenting ordinary share issued and outstanding immediately prior to the ~~Sponsor~~Merger ~~executed~~Effective Time held by a ~~sponsor~~dissenting ~~support~~shareholder ~~agreement~~will ~~with~~be ~~respect~~automatically cancelled and cease to ~~certain~~exist ~~matters~~and will thereafter represent only the right to ~~support~~be paid the ~~consummation~~fair value of such dissenting ordinary share and such other rights as are granted by the Companies Act (As Revised) of the ~~Proposed~~Cayman ~~Business~~Islands ~~Combination.~~and ~~The~~(f) ~~consummation~~each ordinary share of Merger Sub issued and outstanding at the ~~Proposed~~Merger ~~Business~~Effective ~~Combination~~Time iswill ~~subject~~be toautomatically acancelled ~~number~~in consideration for the issuance of ~~conditions~~one ~~set~~validly ~~forth~~issued, fully paid and non-assessable ordinary share of par value $1.00 in the ~~Business~~Surviving ~~Combination~~Company; ~~Agreement~~(iv) ~~including~~immediately following the Merger Effective Time, ~~among~~pursuant ~~others~~to a transfer agreement to be entered into by and between the Seller and Holdco, ~~receipt~~the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the shares in Heramba, all of which are held by the ~~requisite~~Seller, ~~approval~~in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares (the ~~Company’s~~“Share ~~shareholders~~Consideration”) to the Seller; and ~~execution~~ (v) all deferred ordinary shares in the capital of ~~various~~Holdco with ~~transaction~~a ~~agreements~~nominal value of €1.00 ~~There~~each ~~can~~(“Holdco Deferred Shares”) shall within one month of the Merger Effective Time be surrendered noby ~~assurance~~the asholder thereof to ~~whether~~Holdco orfor ~~when~~nil ~~the~~consideration ~~Proposed~~and ~~Business~~such ~~Combination~~Holdco ~~will~~Deferred Shares shall thereafter be held as treasury ~~consummated~~shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law.

The consummation of the Proposed Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, the Holdco Ordinary Shares being approved for listing on Nasdaq or another national securities exchange and the execution of various transaction agreements. There can be no assurance as to whether or when the Proposed Business Combination will be consummated.

Heramba Sole Shareholder Written Consent

Concurrently with the execution and delivery of the Business Combination Agreement, the Seller, as the sole shareholder of Heramba, delivered to the Company a written consent pursuant to which, among other things, it approved the execution of the Business Combination Agreement and related ancillary agreements, and approved the transactions contemplated thereby.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, the Company entered into a sponsor support agreement with Heramba and the Sponsor, pursuant to which, among other things, the Sponsor (a) agreed to vote any ordinary shares held by it as of the record date established for voting on the Proposed Business Combination in favor of the Business Combination Agreement, the Proposed Business Combination and each of the proposals set forth in the Form F-4, and against any action that would reasonably be expected to impede the completion of the Proposed Business Combination as described therein, (b) agreed not to transfer such shares until the earliest of the closing of the Proposed Business Combination (the “Closing”) or the termination of the Business Combination Agreement, except as set forth therein, (c) agreed not to redeem such shares in connection with the Proposed Business Combination (which waiver of redemption rights was initially provided in connection with the Initial Public Offering in consideration for receipt of Founder Shares, and for certain covenants and commitments pursuant to a letter agreement entered into at the time of the Initial Public Offering, and without any separate consideration paid in connection with providing such waiver) and (d) waived certain anti-dilution rights with respect to any such shares that are Class B ordinary shares.

Share Contribution Agreement

In connection with the Closing, the Seller and Holdco will enter into a transfer agreement immediately following the Merger Effective Time, pursuant to which the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, all of the shares in Heramba, in exchange for the issuance by Holdco of the Share Consideration to the Seller.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Lock-Up Agreement

In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including the Sponsor, certain of the Company’s directors and executive officers and certain Heramba shareholders holding greater than 5% of the outstanding Holdco Ordinary Shares upon the Closing, will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, each of such holders will agree to not effect any sale or distribution of the Lock-Up Securities (as defined therein), subject to certain customary exceptions set forth in the Lock-Up Agreement, until the earliest of: (i) the twelve month anniversary of the date of the Closing (the “Closing Date”), (ii) such time that the trading price of the Holdco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing Date, and (iii) such date on which Holdco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all Holdco shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. The Lock-Up Securities include up to 5,422,698 Holdco Ordinary Shares to be issued in exchange for the Founder Shares held by the Sponsor and certain of the Company’s officers and directors, and 34,000,000 Holdco Ordinary Shares to be held by certain Heramba shareholders.

Registration Rights Agreement

In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including the Sponsor, will enter into a registration rights agreement, pursuant to which, among other things, Holdco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Holdco Ordinary Shares and other equity securities of Holdco that are held by the parties thereto from time to time. In addition, Holdco will agree to provide such holders with customary demand and piggyback registration rights with respect to the Registrable Securities (as defined therein). Such Registrable Securities are expected to include up to 6,594,415 Holdco Ordinary Shares to be issued in exchange for the Founder Shares, 8,425,532 Holdco Private Warrants resulting from the automatic adjustment of the Private Placement Warrants at the Merger Effective Time (and the Holdco Ordinary Shares underlying such Holdco Private Warrants), 1,645,596 Holdco Ordinary Shares to be issued as the Post-Combination Shares under the First Extension Non-Redemption Agreements, and 36,700,000 Holdco Ordinary Shares to be held by certain Heramba shareholders.

Amended and Restated Warrant Agreement

In connection with the Closing, prior to the Merger Effective Time, the Company will enter into an amended and restated warrant agreement with Holdco and Continental Stock Transfer & Trust Company, as warrant agent, and any successor warrant agent, pursuant to which the terms and conditions of the warrant agreement entered into at the time of the Initial Public Offering will be amended and restated to, among other things, reflect the automatic adjustment of the Public Warrants to Holdco Public Warrants and the Private Placement Warrants to Holdco Private Warrants.

Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these ~~condensed~~ financial statements.

On August 16, 2022, the ~~Inflation Reduction Act of 2022 (the “~~IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

On December 27, 2022, the Treasury released ~~Notice~~ Notice 2023-2, which ~~provides~~provided taxpayers with interim guidance on the excise tax ~~that~~to ~~may~~ be relied upon until the Internal Revenue Service ~~issues~~issued proposed Treasury regulations on such matter. Notice 2023-2 ~~includes~~included as one of its exceptions to the excise tax a distribution in complete liquidation of a “covered corporation”, to which Sec. 331 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applies (so long as Sec. 332(a) of the Code also does not also apply). On April 9, 2024, the Treasury published proposed regulations that would provide new guidance concerning the excise tax. Although the regulations are not final, taxpayers may generally rely upon such proposed regulations until final regulations are issued. The proposed regulations clarify that certain distributions in complete liquidation or pursuant to a resolution or plan of dissolution generally are not repurchases that would be subject to the excise tax. In addition, certain redemptions that occur in the same taxable year as a complete liquidation is completed or in which a dissolution occurs would generally be exempt from such excise tax.

Although the Company was incorporated in the Cayman Islands and is currently not a “covered corporation”, there is a possibility that the Company may acquire a U.S. domestic corporation, redomicile as a U.S. domestic corporation or engage in a transaction in which a U.S. domestic corporation becomes the Company’s parent or its affiliate. Although it remains uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of the Company’s Public Shares after December 31, 2022 if the Company was to become a “covered corporation” in the future, including any redemptions in connection with the Extension, the Company’s initial Business Combination or in the event the Company does not consummate an initial Business Combination by May 2, 2024, the Company would not expect the excise tax to apply to redemptions of its Public Shares that occur during a taxable year in which the Company completely liquidates under Sec. 331 of the Code.10

IfPROJECT ~~the~~ENERGY ~~Company~~REIMAGINED ~~was~~ACQUISITION to become a “covered corporation” in the future, there is a possibility that any redemption or other repurchase that occurs after December 31, 2022 may be subject to the excise tax, including in connection with the Company’s initial Business Combination, certain amendments to the Amended and Restated Memorandum and Articles of Association (including in connection with the Extension) or otherwiseCORP. Whether and to what extent the Company would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial Business Combination, certain amendments to the Amended and Restated Memorandum and Articles of Association (including in connection with the Extension) or otherwise, (ii) the structure of the initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial Business Combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of the initial Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the corporation and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. However, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of Public Shares, including in connection with the Extension, an initial Business Combination or liquidation. The foregoing could cause a reduction in the cash available on hand to complete the Company’s initial Business Combination and in the Company’s ability to complete an initial Business Combination.

InNOTES ~~October~~TO ~~2023,~~UNAUDITED ~~the~~CONDENSED ~~military~~FINANCIAL conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. The full impact of the war between Israel and Hamas and related global economic disruptions on the Company’s financial condition and results of operations, as well as the Company's ability to consummate an initial Business Combination, also remains uncertain. The Company's management will continuously evaluate the effect of the conflict on the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.STATEMENTS

Although the Company was incorporated in the Cayman Islands and is currently not a “covered corporation”, there is a possibility that the Company may acquire a U.S. domestic corporation, redomicile as a U.S. domestic corporation or engage in a transaction in which a U.S. domestic corporation becomes the Company’s parent or its affiliate. Although it remains uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of the Company’s Public Shares after December 31, 2022 if the Company was to become a “covered corporation” in the future, including any redemptions in connection with the First Extension or the Second Extension, the Company’s initial Business Combination or in the event the Company does not consummate an initial Business Combination by August 2, 2024, the Company would not expect the excise tax to apply to redemptions of its Public Shares that occur during a taxable year in which the Company completely liquidates under Sec. 331 of the Code.

If the Company was to become a “covered corporation” in the future, there is a possibility that any redemption or other repurchase that occurs after December 31, 2022 may be subject to the excise tax, including in connection with the Company’s initial Business Combination, certain amendments to the Amended and Restated Memorandum and Articles of Association (including in connection with the First Extension or the Second Extension) or otherwise. Whether and to what extent the Company would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial Business Combination, certain amendments to the Amended and Restated Memorandum and Articles of Association (including in connection with the First Extension or the Second Extension) or otherwise, (ii) the structure of the initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial Business Combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of the initial Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the corporation and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. However, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of Public Shares. The foregoing could cause a reduction in the cash available on hand to complete the Company’s initial Business Combination and in the Company’s ability to complete an initial Business Combination.

In October 2023, the military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. The full impact of the war between Israel and Hamas and related global economic disruptions on the Company’s financial condition and results of operations, as well as the Company’s ability to consummate an initial Business Combination, also remains uncertain. The Company’s management will continuously evaluate the effect of the conflict on the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of ~~September~~March 3031, ~~2023~~2024, the Company had $~~199~~9,~~839~~ 319 in cash held outside of the Trust Account and a working capital deficit of $36,~~197~~588,~~084~~799. The cash held outside the Trust Account is not expected to be sufficient for the Company to operate for the next 12 months from the issuance of the ~~condensed~~ financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that if the Company is unable to complete a Business Combination by ~~May~~August 2, 2024 (or such later date as may be approved by the Company’s ~~shareholders~~ shareholders at a meeting called for such purpose at which the Company’s shareholders will be given the opportunity to have their Public Shares redeemed for a pro rata portion of the funds in the Trust Account), then the Company will cease all operations except for the purpose of liquidating. The expected liquidity concerns, date for mandatory liquidation and subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these ~~condensed~~ financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.

911

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 717, ~~2023~~2024. The interim results for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2023~~2024 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2023~~2024 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company has elected to implement the aforementioned exemptions.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s ~~condensed~~ financial statements with another public company which is neither an emerging growth ~~company~~ company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of ~~condensed~~ financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~condensed~~ financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the ~~condensed~~ financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.

~~Cash and Cash Equivalents~~12

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 or December 31, 2022.

Investments Held in Trust Account

As of September 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds which were invested in U.S. Treasury securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Any gain and loss resulting from the change in fair value of these securities is included in gain (loss) on investments held in Trust Account in the accompanying condensed statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying condensed statements of operations.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Cash and Cash Equivalents

Investments Held in Trust Account

As of March 31, 2024 and December 31, 2023, the assets held in the Trust Account were held in money market funds which were invested in U.S. Treasury securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Any gain and loss resulting from the change in fair value of these securities is included in gain (loss) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations.

Class A Ordinary Shares Subject to Possible Redemption

All of the 26,377,660 Class A ordinary shares sold as part of the Units in the Initial Public Offering and the partial exercise of the over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all ~~Public~~Class ~~Shares~~A ordinary shares have been classified outside of permanent equity, except 6,594,414 Founder Shares that were converted from Class B ordinary shares into 6,594,414 Class A ordinary shares in August 2023.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of ~~September~~March 3031, ~~2023~~2024 increased as as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $81,~~263~~511,~~840~~254 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024.

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022,~~ 2023, the Class A ordinary shares subject to possible redemption reflected in the ~~condensed~~ balance sheets are reconciled in the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	267,375,787
Class A ordinary shares subject to possible redemption as of December 31, 2023	$	115,881,606
Redemption of Class A common shares subject to redemption		(161,280,678	)
Remeasurement of carrying value to redemption value		1,511,254
Remeasurement of carrying value to redemption value		8,263,840
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	117,392,860
Class A ordinary shares subject to possible redemption as of September 30, 2023	$	114,358,949

Offering Costs associated with the Initial Public Offering ~~and Non-Redemption Agreements~~

The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering (“SAB Topic 5A”). Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $34,696,193 as a result of the Initial Public Offering (consisting of a $5,275,532 underwriting discount, $9,232,181 of deferred underwriting fees, $19,381,703 of Anchor Investor offering costs, $1,334,330 of other offering costs, partially offset by $527,553 in reimbursements of offering expenses by the underwriters). The Company recorded $32,606,933 of offering costs as a reduction of temporary equity in connection with the Public Shares. The Company immediately expensed $2,089,260 of offering costs in connection with the Public Warrants (as defined in Note 3) and the Private Placement Warrants that were classified as liabilities.

The offering costs directly attributable to the future issuance of the shares under the Non-Redemption Agreements will only be issued in connection with the equity offering and issuance of shares upon the consummation of a Business Combination. Management believes these shares represent a specific incremental cost directly attributable to a proposed or actual offering of securities in accordance with SAB Topic 5A. As the offering has until May 2, 2024 to be completed, SAB Topic 5A provides these offering costs may properly be deferred and charged against the gross proceeds of the offering.13

Income Taxes

The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s condensed financial statements.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~The~~Income Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s condensed financial statements.Taxes

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.

Net (Loss) Income Per Ordinary Share

The Company complies with accounting and disclosure requirements of ASC 260, Earnings Per Share. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net (loss) income per share as the redemption value approximates fair value. Therefore, the net (loss) income per share calculation allocates income and losses shared pro rata between Class A ordinary shares and Class B ordinary shares. As a result, the calculated net (loss) income per share is the same for Class A ordinary shares and Class B ordinary shares. The Company has not considered the effect of the warrants sold in the Initial Public Offering, the partial exercise of the over-allotment option, and private placements to purchase an aggregate of 21,614,362 shares in the calculation of diluted net (loss) income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the periods presented.

The following table reflects the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts):

	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022				Nine Months Ended September 30, 2023				Nine Months Ended September 30, 2022
	Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
	Class A			Class B			Class A		Class B		~~Class A~~		~~Class B~~		~~Class A~~		~~Class B~~
Basic and diluted net (loss) income per share
Numerator:
Net (loss) income	$	(~~566~~2,~~717~~858,264	)	$	~~(63,191~~—	)	$	~~794~~1,~~453~~141,466	$	~~198~~285,~~613~~366	$	~~1,884,083~~	$	~~396,948~~	$	~~7,968,653~~	$	~~1,992,163~~
Denominator:
Basic and diluted weighted average shares outstanding		2017,~~570~~473,~~776~~772			~~2,293,710~~1			26,377,660		6,594,415		~~24,420,761~~		~~5,145,093~~		~~26,377,660~~		~~6,594,415~~
Basic and diluted net (loss) income per share	$	(0.0316	)	$	(0.0316	)	$	0.0304	$	0.0304	$	~~0.08~~	$	~~0.08~~	$	~~0.30~~	$	~~0.30~~

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

12The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The carrying amounts reflected in the condensed balance sheet for current assets and current liabilities approximate fair value due to their short-term nature.

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 9 for additional information on assets and liabilities measured at fair value.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative instruments are classified in the ~~condensed~~ balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Public Warrants and Private Placement Warrants are accounted for as a derivative instrument in accordance with ASC 815 and are presented as warrant liabilities on the ~~condensed~~ balance sheet. The Public Warrants and Private Placement Warrants were measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the ~~condensed~~ statements of operations.

The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the condensed balance sheet. The Company shall issue and sell up to 2,000,000 forward purchase units at a purchase price of $10.00 per unit, for an aggregate purchase price of up to $20,000,000. The amounts actually sold shall be determined solely by the Company and is not obligated to issue or sell any forward purchase units. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the condensed statements of operations. See Note 5 for additional information on the forward purchase agreement.15

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Company was to issue and sell up to 2,000,000 forward purchase units at a purchase price of $10.00 per unit, for an aggregate purchase price of up to $20,000,000. The amounts actually sold were to be determined solely by the Company, and the Company was not obligated to issue or sell any forward purchase units. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statements of operations. On October 2, 2023, the Company and EWI (as defined below) entered into a mutual termination agreement to terminate the forward purchase agreement. See Note 5 for additional information on the forward purchase agreement.

Recent Accounting Standards

~~Management~~In ~~does~~December ~~not~~2023, ~~believe~~the ~~that~~FASB ~~any~~issued ~~recently~~ASU 2023-09, ~~issued~~Income Taxes (Topic 740): Improvements to Income Tax Disclosures, ~~but~~which ~~not~~requires ~~yet~~disaggregated information about a reporting entity’s effective, ~~accounting~~tax ~~standards~~rate reconciliation, ifas ~~currently~~well ~~adopted,~~as ~~would~~information ~~have~~related ato ~~material~~income ~~effect~~taxes onpaid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company’s ~~condensed~~is currently evaluating ~~financial~~the ~~statements~~timing and impacts of adoption of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). On November 12, 2021, the underwriters partially exercised the over-allotment option and on November 17, 2021 purchased an additional 1,377,660 Over-Allotment Units, generating gross proceeds of $13,776,600. Gross proceeds from the Initial Public Offering and closing of the partial exercise of the over-allotment option totaled $263,776,600.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,150,000 warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $8,150,000. Simultaneously with the closing of the partial exercise of the over-allotment option, the Company consummated the sale of 275,532 Over-Allotment Warrants at a purchase price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $275,532, for an aggregate total of $8,425,532 in gross proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants. Each Private Placement Warrant and Over-Allotment Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants were added to the net proceeds from the Initial Public Offering and the Over-Allotment Units held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants and Over-Allotment Warrants that are included in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants and Over-Allotment Warrants will expire worthless.

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On February 18, 2021, the Sponsor was issued 8,625,000 Class B ordinary shares (the “Founder Shares”) for an aggregate of $25,000 paid to cover certain expenses on behalf of the Company. In June 2021, the Sponsor surrendered 1,437,500 Class B ordinary shares for no consideration, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Founder Shares included an aggregate of up to 937,500 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor and its permitted transferees would own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 17, 2021, with the partial exercise of the underwriters’ over-allotment option, 344,415, Class B ordinary shares were no longer subject to forfeiture, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021, the remaining over-allotment option expired and the 593,085 Class B ordinary shares were forfeited.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Sponsor and the Additional Anchor Investors (as defined below) have each agreed with the Company that, subject to certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

A total of eleven Anchor Investors (the “Anchor Investors,” representing both the Original Anchor Investors and the Additional Anchor Investors, as such terms are defined below) purchased Units in the Initial Public Offering at the offering price of $10.00 per Unit. Pursuant to such Units, the Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other Public Shareholders.

Three Anchor Investors (the “Original Anchor Investors”) entered into separate subscription agreements in March and July 2021 with the Sponsor for direct interests in the Founder Shares held by the Sponsor. The Original Anchor Investors purchased interests representing 1,379,850 Founder Shares at a purchase price of $0.004 per share or $5,519 in the aggregate.

The other eight Anchor Investors (the “Additional Anchor Investors”) entered into separate subscription agreements in September 2021 with the Sponsor for the purchase of Founder Shares from the Sponsor. The Additional Anchor Investors purchased 1,171,717 Founder Shares at a purchase price of $0.004 per share or $4,687 in the aggregate.

The Anchor Investors have not been granted any shareholder or other rights in addition to those afforded to the Company’s other Public Shareholders. Further, the Anchor Investors are not required to (i) hold any Units, Class A ordinary shares or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A ordinary shares underlying the Units they purchased in the Initial Public Offering as the rights afforded to the Company’s other Public Shareholders.

14The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $19,391,909 or $7.60 per share. The excess of the fair value of the Founder Shares sold over the aggregate purchase price of $10,206 (or $0.004 per share) was determined to be an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. On August 1, 2023, pursuant to the Class B Conversion, the holders of the Founder Shares converted 6,594,414 Founder Shares from Class B ordinary shares to 6,594,414 Class A ordinary shares, which shares include these same transfer restrictions.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company estimated the fair value of the Founder Shares attributable to the Anchor Investors to be $19,391,909 or $7.60 per share. The excess of the fair value of the Founder Shares sold over the aggregate purchase price of $10,206 (or $0.004 per share) was determined to be an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. On August 1, 2023, pursuant to the Class B Conversion, the holders of the Founder Shares converted 6,594,414 Founder Shares from shares of Class B common stock into 6,594,414 shares of Class A common stock, which shares include these same transfer restrictions.

Forward Purchase Agreement

In September 2021, the Company amended and restated the forward purchase agreement pursuant to which EWI Capital SPAC I LLC, which is an affiliate of Srinath Narayanan (the Company’s President and Chief Executive Officer) and a member of the Sponsor (“EWI” or the “forward purchase investor”), had ~~has~~ subscribed to purchase from the Company up to 2,000,000 units (the “forward purchase units”), with each unit consisting of one Class A ordinary share, par value of $0.0001 per share, (the “forward purchase shares”), and one-half of one redeemable warrant (the “forward purchase warrants”), for $10.00 per unit, or up to $20,000,000, in a private placement to close substantially concurrently with the closing of a Business Combination. The terms of the forward purchase units ~~will~~would behave been identical to the terms of the Units ~~being~~sold ~~offered~~ in the Initial Public Offering, except that the forward purchase securities ~~will~~would have certain registration rights as described below and the forward purchase warrants ~~will~~would be have been the same as the Private Placement Warrants.

The Company ~~will~~would ~~determine~~have determined in its sole ~~discretion~~ discretion the specific number of forward purchase units (up to 2,000,000) that it ~~will~~would ~~sell~~have sold to the forward purchase investor, if any, and the obligation of the forward purchase investor to purchase the forward purchase units iswas subject to the approval of the forward purchase investor’s manager following notice to the forward purchase investor that the Company ~~intends~~intended to enter into an agreement for a Business Combination.

The forward purchase agreement also ~~provides~~provided that the forward purchase investor iswas entitled to registration rights with respect to the forward purchase securities. The proceeds from the sale of the forward purchase units may behave been used as part of the consideration to the sellers in an initial Business Combination, ~~expenses~~ expenses in connection with an initial Business Combination or for working capital in the post-Business Combination company. These purchases ~~are~~ were required to be made regardless of whether any Class A ordinary shares ~~are~~were redeemed by the Public Shareholders and ~~are~~were intended to provide the Company with a minimum funding level for an initial Business Combination. The forward purchase units ~~will~~would behave ~~issued~~been issued only in connection with the closing of an initial Business Combination.

The Company ~~accounts~~accounted for the forward purchase agreement in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the forward purchase ~~agreement does~~units did not meet the criteria for equity treatment thereunder, the ~~agreement~~Company ~~must~~classified bethe ~~recorded~~securities asunderlying ~~a liability. Accordingly,~~ the ~~Company classifies the~~ forward purchase agreement as an asset or liability at its fair value. This asset or liability iswas subject to re-measurement at each balance sheet date. With each such remeasurement, the asset or liability ~~will~~was be adjusted to fair value, with the change in fair value recognized in the Company’s ~~condensed~~ statements of operations.

On October 2, 2023, the Company and EWI ~~mutually~~entered ~~agreed~~into a mutual termination agreement to terminate the forward purchase agreement. In consideration of the termination of the forward purchase agreement, the Company determined that, under ASC 405-20-40, Liabilities – Extinguishment of Liabilities – Derecognition, the derivative liability for the forward purchase agreement should be extinguished and removed from the balance sheet as of October 2, 2023. Pursuant to ASC 850, Related Party Disclosures, as the forward purchase agreement was determined to have been entered into with a related party, the liability extinguishment of $2,168,000 was recorded to accumulated deficit in absence of an available balance in additional paid-in capital.

Administrative Services Agreement

On October 28, 2021, in connection with the Initial Public Offering, the Company entered into an agreement with EWI to pay a total of $30,000 per month to EWI for office space, secretarial and administrative services. Upon the completion of an initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company incurred $90,000 ~~and $90,000~~ of expenses under this ~~agreement,~~ ~~respectively. For the nine months ended September 30, 2023 and 2022, the Company incurred $270,000 and $270,000 of expenses under this~~ agreement, ~~respectively,~~ and ~~these amounts are~~ included within in operating costs ~~within~~on the ~~accompanying~~statements ~~condensed statement~~ of operations. For the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company paid $0 and $6030,000 of expenses under this agreement, ~~respectively,~~ and ~~these amounts are~~ included inwithin operating costs ~~within~~on the ~~accompanying~~statements ~~condensed statement~~ of operations~~. For the nine months ended September 30~~, ~~2023 and 2022, the Company paid $30,000 and $150,000 of expenses under this agreement,~~ respectively. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, $~~305~~485,000 and $65395,000 remain unpaid and are recorded in Accrued expenses - related party, respectively.

1518

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Related Party Loans

In ~~addition, in~~ order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working ~~Capital~~ Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. ~~Except~~The ~~for the foregoing, the terms of such~~ Working Capital Loans, ~~if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans~~ would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. There were no Working Capital Loans outstanding as of ~~September~~March 3031, ~~2023~~2024 or December 31, ~~2022~~2023.

~~The~~On October 25, 2023, the Company issued an unsecured promissory note in the principal amount of up to $500,000 to the Sponsor (the “~~Promissory~~October Note”), including with respect to certain loaned amounts outstanding from the Sponsor prior to the issuance of such note. The ~~Promissory~~October Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the date that the winding up of the Company is effective. In the event that the Company does not consummate an initial Business Combination, the October Note will be repaid only from amounts remaining outside of the Trust Account, if any. On August 21, 2023, September 27, 2023, and November 6, 2023, the Company drew $50,000, $250,000, and $200,000 from the ~~Promissory~~October Note, respectively. As of ~~September~~March 31, 302024, ~~2023~~ the Company had a total outstanding balance ofunder ~~these loans~~the ~~was~~October Note of $~~300~~500,000, which has not yet been repaid as of ~~September~~March 3031, ~~2023~~2024.

~~Non-Redemption~~On ~~Agreements~~January 26, 2024, the Company issued an unsecured promissory note in the principal amount of up to $375,000 to Srinath Narayanan (the Company’s President and Chief Executive Officer) (the “January Note”), including with respect to certain loaned amounts outstanding from Mr. Narayanan prior to the issuance of such note. The January Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the date that the winding up of the Company is effective. In the event that the Company does not consummate an initial Business Combination, the January Note will be repaid only from amounts remaining outside of the Trust Account, if any. On January 25, 2024 and March 22, 2024, the Company drew $250,000 and $10,000 from the January Note, respectively. As of March 31, 2024, the Company had a total outstanding balance under the January Note of $260,000, which has not yet been repaid as of March 31, 2024. Subsequently, on April 18, 2024, the Company drew $81,000 from the January Note.

OnThe ~~July~~Company ~~25,~~complies ~~2023,~~with ~~the~~ASC ~~Company~~Topic ~~entered~~835, ~~into the~~Interest ~~Non-Redemption~~(“ASC ~~Agreements~~835”). In accordance with ~~one~~ASC or835-30, ~~more~~discounts ~~unaffiliated~~to ~~third~~the ~~parties~~principal amounts are included in ~~exchange~~the ~~for~~carrying ~~them~~value ~~each~~of ~~agreeing~~the ~~not~~notes and amortized to ~~redeem~~“Interest anexpense” ~~aggregate~~over ~~of 760,000~~the ~~Public~~remaining ~~Shares~~term inof ~~connection~~the ~~with~~underlying ~~certain~~debt ~~proposals~~to ~~considered~~the ~~and~~maturity ~~voted~~date. ~~upon~~During at the ~~Extraordinary~~three months ~~General~~ended ~~Meeting~~March 31, in2024 ~~exchange for~~and 2023, the Company ~~agreeing~~recorded to$7,842 ~~issue~~and or$0 ~~cause~~of todebt bediscount ~~issued~~upon tothe ~~each~~draws ~~such~~under ~~investor~~the ~~138~~notes,~~000~~ ~~Post-Combination~~respectively. The ~~Shares~~discount atis being amortized to interest expense over the ~~time~~term of the ~~Company’s initial~~debt ~~Business~~to ~~Combination.~~the ~~The~~date ~~Company~~that ~~has~~the ~~since~~Company ~~entered~~had ~~into~~to ~~additional~~complete ~~Non-Redemption~~a ~~Agreements~~Business Combination ~~with~~at ~~unaffiliated~~the ~~third~~time ~~parties on~~of the ~~same~~draw, orof ~~similar~~May ~~terms~~2, ~~reflecting~~2024. ~~the~~The ~~above~~carrying ~~ratio~~value of ~~non-redeemed~~the ~~Class~~promissory Anotes, ~~ordinary~~net ~~shares~~of todiscount ~~Post-Combination~~are ~~Shares.~~$252,158 ~~Pursuant~~and to$0 as ~~all~~of ~~such~~March 31, ~~Non-Redemption~~2024 ~~Agreements~~and December 31, 2023, respectively. For the ~~Company~~three ~~has~~months ~~agreed~~ended toMarch 31, ~~issue~~2024 orand ~~cause~~2023, tothe beamortization of ~~issued~~the todiscount ~~such~~resulted ~~investors~~in aninterest ~~aggregate~~expense of 1$5,~~645~~281 and $0,~~596 Post-Combination~~ ~~Shares~~respectively.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

First Extension Non-Redemption Agreements

On July 25, 2023, the Company entered into one or more First Extension Non-Redemption Agreements with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 760,000 Public Shares in connection with certain proposals considered and voted upon at the First Extension Meeting, in exchange for the Company agreeing to issue or cause to be issued to each such investor 138,000 Post-Combination Shares at the time of the Company’s initial Business Combination. The Company subsequently entered into additional First Extension Non-Redemption Agreements with unaffiliated third parties on the same or similar terms reflecting the above ratio of non-redeemed Class A ordinary shares to Post-Combination Shares. Pursuant to all such First Extension Non-Redemption Agreements, the Company has agreed to issue or cause to be issued to such investors an aggregate of 1,645,596 Post-Combination Shares.

The Company determined that the fair value of shares that will be issued to such investors upon the consummation of the offering was $10.39 per share on the grant date of August 1, 2023. As such, the fair value of the shares was recorded as a deferred offering cost as of August 1, 2023, and will be remeasured at each reporting date. At the time of the closing of the offering and issuance of shares in connection with the initial Business Combination, the deferred offering costs will be offset against the proceeds of the issued shares to such investors.

NOTE 6. COMMITMENTS

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, Over-Allotment Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, the Over-Allotment Warrants and warrants issued upon conversion of the Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a Business Combination. The Company has also granted such registration rights to the holders of Post-Combination Shares that may be issued pursuant to the First Extension Non-Redemption Agreements and certain other registration rights in respect of any Replacement Shares (as defined below) that may be issued pursuant to the Backstop Non-Redemption Agreements (as defined below). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Pursuant to the forward purchase agreement with EWI, the Company ~~has~~had agreed that the forward purchase securities ~~will~~would be entitled to registration rights pursuant to the registration rights agreement.

Underwriting Agreement

In connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments. On November 12, 2021, the underwriters partially exercised the over-allotment option and on November 17, 2021 purchased an additional 1,377,660 Units at an offering price of $10.00 per Unit, generating additional gross proceeds of $13,776,600 to the Company.

In connection with the closing of the Initial Public Offering and subsequent partial exercise of the over-allotment option, the underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,275,532 in the aggregate. In addition, $0.35 per Unit, or $9,232,181 was payable to the underwriters for deferred underwriting commission from the amounts held in the Trust Account solely in the event that the Company completed a Business Combination, subject to the terms of the underwriting agreement. On April 17, 2023 and April 27, 2023, J.P. Morgan Securities LLC and BofA Securities, Inc., respectively, constituting all of the underwriters, waived their rights to 100% of the deferred underwriting commission. Upon the waiver, the Company reduced the liability by recording a portion of the waiver to accumulated deficit, and a portion as a gain on the waiver, in a manner consistent with the original allocation of the deferred underwriting fee payable. The waiver of the deferred underwriting fee payable does not impact the carrying value of the Public Shares as the Public Shares are recorded at their redemption value.

16Vendor Agreements

On September 22, 2021, the Company entered into an agreement with a financial advisor (the “First Financial Advisor” and such agreement, the “First Financial Advisor Agreement”) for services to be rendered in connection with the Company’s Initial Public Offering, pursuant to which the Company would pay the First Financial Advisor (i) an amount equal to the aggregate number of securities sold in the Initial Public Offering multiplied by 0.02 and then further multiplied by 0.07, (ii) an amount equal to the aggregate number of securities sold upon the underwriters’ partial exercise of the over-allotment option multiplied by 0.02 and then further multiplied by 0.07, and (iii) on the date of any additional or deferred payment to any underwriters or other persons performing similar services in connection with the Initial Public Offering an amount equal to the aggregate number of securities sold in the Initial Public Offering, plus, the aggregate number of securities sold upon the underwriters’ partial exercise of the over-allotment option multiplied by 0.035 and then further multiplied by 0.13 (such fees in clause (iii), the “First Financial Advisor Deferred Fees”). The Company paid the First Financial Advisor a total of $369,287 in the aggregate pursuant to (i) and (ii) noted above. Those fees were considered offering costs of the Company (see Note 2 for accounting policy for offering costs). The Company determined that upon the waiver of the deferred underwriting fees by J.P. Morgan Securities LLC and BofA Securities, Inc., the First Financial Advisor Deferred Fees became void.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

On September 28, 2021, the Company entered into an agreement with a financial advisor (the “Second Financial Advisor” and such agreement, the “Second Financial Advisor Agreement”) for services to be rendered in connection with the Company’s Initial Public Offering, pursuant to which the Company would pay the Second Financial Advisor (i) an amount equal to the aggregate number of securities sold in the Initial Public Offering multiplied by 0.02 and then further multiplied by 0.03 and (ii) an amount equal to the aggregate number of securities sold upon the underwriters’ partial exercise of the over-allotment option multiplied by 0.02 and then further multiplied by 0.03. The Company paid the Second Financial Advisor a total of $158,266 in the aggregate pursuant to (i) and (ii) noted above. Those fees were considered offering costs of the Company (see Note 2 for accounting policy for offering costs).

On August 18, 2022, the Company entered into an agreement with a legal advisor (the “Advisor”) for services to be rendered in connection with the consummation of a Business Combination, pursuant to which the Company would pay the Advisor a fee of 50,000 euros in connection with certain milestones, and a success fee of 600,000 euros contingent upon the successful completion of a Business Combination. Half of the 50,000 euro milestone fee became due and payable thirty days after the execution of the agreement, and the fee was paid to the Advisor in October 2022. On January 23, 2023, the Company and the Advisor entered into an amended agreement, pursuant to which, the previous unpaid portion of the milestone fee and the success fee were cancelled. Pursuant to the amended agreement, the Company would pay the advisor 25,000 euros upon the execution of the amended agreement, 25,000 euros on each of February 28, 2023 and March 31, 2023, 200,000 euros upon the execution of a share purchase agreement, and a success fee of 450,000 euros contingent upon the successful completion of a Business Combination. On April 30, 2023, Heramba and the Advisor entered into a second amended agreement, pursuant to which, Heramba assumed responsibility for the payment of the 25,000 euros due on each of February 28, 2023 and March 31, 2023, the 200,000 euro fee upon the execution of a share purchase agreement, and the success fee of 450,000 euros upon the completion of a Business Combination. The fees of 25,000 euros that were due to the Advisor on February 28, 2023 and March 31, 2023 that had previously been accrued were removed from the Company’s balance sheet, statement of operations, statement of shareholders’ equity, and statement of cash flows in connection with the second amended agreement.

On August 24, 2022, the Company entered into an agreement with a consultant (the “Consultant”) for general project management and coordination of activities in connection with consummating a Business Combination, pursuant to which the Company shall pay a retainer of $25,000 upon each of signing of the letter of engagement and the acceptance of the terms of a Business Combination agreement. In addition, a final retainer fee of $550,000 would be paid to the Consultant, contingent upon the closing of a Business Combination. In August 2023, the Company informed the Consultant of their intention to terminate the agreement in accordance with the terms of the agreement. The Company paid the Consultant the first retainer upon the signing of the letter of engagement. All other fees under the agreement were waived upon the termination.

On May 22, 2023, the Company entered into an agreement with a financial advisor (the “Third Financial Advisor”) for financial and market related advice customary with the consummation of a Business Combination, for the Company’s proposed Business Combination with Heramba. Pursuant to the agreement, the Company will pay an amount equal to (i) 2.0% of the enterprise value of Heramba as set forth in the Business Combination Agreement; plus (ii) 2.0% of (a) net cash remaining in the Trust Account that is actually delivered to Heramba at Closing plus (b) the net proceeds that are actually delivered to Heramba at Closing from any financing transaction by the Company or Heramba (the “Net Closing Proceeds”) up to and including $50,000,000; plus (iii) 4.0% of the amount (if any) by which the Net Closing Proceeds exceed $50,000,000 (collectively the “Transaction Fee”). In no event shall the Transaction Fee be less than $3,500,000. The Transaction Fee is due to the Third Financial Advisor only if the Business Combination is consummated, and as such is considered contingent upon the consummation of the Business Combination.

On July 20, 2023, the Company entered into an agreement with a capital markets advisor (the “Capital Markets Advisor”) for services such as securing an extension of the Combination Period, providing capital markets advice, advising on structure and terms of the Business Combination Agreement, and identifying finance opportunities in connection with a Business Combination. Pursuant to the agreement, the Company will pay the Capital Markets Advisor (i) an advisor fee in connection with the First Extension and the Business Combination in an amount equal to $750,000 in the aggregate, plus an additional $750,000 if, in connection with the First Extension, (a) the Capital Markets Advisor secured non-redemption agreements with the Company shareholders (the “Non-Redeeming Shareholders”) with respect to more than 7,500,000 Class A ordinary shares, in the aggregate, initially issued as part of units sold in the Company’s Initial Public Offering (the “Non-Redemption Shares”), (b) pursuant to the First Extension Non-Redemption Agreements, the Non-Redeeming Shareholders agreed to receive less than or equal to 1,400,000 promote shares, in the aggregate, to be issued by the Company (or its successor) following the Business Combination, and (c) the Non-Redeeming Shareholders did not redeem the Non-Redemption Shares in connection with the First Extension (the “Advisor Fee”); and (ii) a transaction fee in connection with a possible private placement of equity, equity-linked, convertible and/or debt securities or other capital or debt raising transaction to be consummated in connection with the Business Combination (the “Offering”), of an amount equal to (a) 4.0% of the gross proceeds from the private placement of $15,000,000 or more of equity or equity-linked securities or (b) 2.5% of the gross proceeds from the private placement of $30,000,000 or more of debt or convertible debt securities, in each case raised from investors first identified to the Company by the Capital Markets Advisor and received by the Company or any target simultaneously with or before the closing of the Offering (the “Offering Fee” and together with the Advisor Fee, the “CMA Transaction Fee”). No CMA Transaction Fee shall be payable if the Business Combination is not consummated, and as such, the CMA Transaction Fee is considered contingent upon the consummation of the Business Combination.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7. WARRANTS

As of ~~September 30~~March 31, ~~2023~~2024 and December 31, ~~2022~~ 2023, there were 13,188,830 Public Warrants and 8,425,532 Private Placement Warrants outstanding.

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless holders purchase at least two Units, they will not be able to receive or trade a whole warrant. The warrants will expire five years after the date on which they first become exercisable, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants the price Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants and the forward purchase warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or the Company has elected to permit exercise on a “cashless” basis. If and when the warrants become redeemable by the Company, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

17Redemption of warrants when the price Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants and the forward purchase warrants):

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Redemption of warrants when the price Class A ordinary share equals or exceeds $10.00.— Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants and the forward purchase warrants):

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares except as otherwise described below;

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

PROJECT ENERGY REIMAGINED ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

●

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like), the Private Placement Warrants and the forward purchase warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities, excluding forward purchase units, for capital raising purposes in connection with the closing of the initial Business Combination (excluding any forward purchase units) at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or their affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance, or the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 -trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination, or, such price, the Market Value, is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants ~~will~~are be identical to to the Public Warrants underlying the Units ~~being~~ sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company accounts for the 13,188,830 Public Warrants and 8,425,532 Private Placement Warrants, issued pursuant with the Initial Public Offering and partial exercise of the over-allotment option, in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

NOTE 8. SHAREHOLDERS’ DEFICIT

Preference shares — The Company is authorized to issue 1,000,000 preference shares of $0.0001, par value. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, there were no preference shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares, $0.0001 par value. Holders of the Company’s ordinary shares ~~are~~ are entitled to one vote for each share. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, there were 17,473,772 ~~and 26,377,660~~ Class A ordinary shares issued and outstanding, of which 10,879,358 ~~and 26,377,660~~ Class A ordinary shares are subject to possible redemption. As of ~~September~~March 3031, ~~2023~~2024, the remaining 6,594,414 shares are classified as permanent equity and are comprised of 6,594,414 shares that were converted from Class B ~~common~~ordinary ~~stock~~shares into Class A ~~common~~ordinary ~~stock~~shares.

Class B ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares, $0.0001 par value. Holders of the Company’s ordinary shares ~~are~~ are entitled to one vote for each share. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, there ~~were~~was 1one ~~and 6,594,415~~ Class B ordinary ~~shares~~ ~~issued~~share issued and outstanding.

Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single Class on all matters submitted to a vote of the shareholders except as required by law.

The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.23

OnPROJECT ~~August~~ENERGY 1,REIMAGINED ~~2023,~~ACQUISITION ~~pursuant~~CORP. ~~to the Class B Conversion,~~ ~~the~~NOTES ~~holders~~TO ofUNAUDITED ~~the~~CONDENSED ~~Founder~~FINANCIAL ~~Shares converted 6,594,414 Founder Shares from shares of Class B common stock into 6,594,414 shares of Class A common stock.~~STATEMENTS

19The Founder Shares were to automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities were issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares was to equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares would never occur on a less than one-for-one basis.

~~PROJECT~~On ~~ENERGY~~August ~~REIMAGINED~~1, ~~ACQUISITION~~2023, ~~CORP~~pursuant to the Class B Conversion, the holders of the Founder Shares converted 6,594,414 Founder Shares from Class B ordinary shares into 6,594,414 Class A ordinary shares. The sole issued and outstanding Class B ordinary share will automatically convert into one Class A ordinary share at the time of the Company’s initial Business Combination or earlier at the option of the holder.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of ~~September~~March 3031, ~~2023 and~~2024 and December 31, ~~2022~~2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Amount at Fair Value		Level 1		Level 2		Level 3
September 30, 2023 (Unaudited)
March 31, 2024 (Unaudited)
Assets
Investments held in Trust Account:
Money market funds	$	~~114~~117,~~458~~492,~~949~~860	$	~~114~~117,~~458~~492,~~949~~860	$	—	$	—
Deferred offering costs	$	1718,~~229~~150,~~390~~924	$	1718,~~229~~150,~~390~~924	$	—	$	—
Liabilities
Derivative liability - forward purchase agreement	$	1,691,000	$	—	$	—	$	1,691,000
Accrued offering costs	$	18,150,924	$	18,150,924	$	—	$	—
Accrued offering costs	$	17,229,390	$	17,229,390	$	—	$	—
Warrant liability – Public Warrants	$	1,978,325	$	1,978,325	$	—	$	—
Warrant liability – Public Warrants	$	1,582,660	$	1,582,660	$	—	$	—
Warrant liability – Private Placement Warrants		1,263,831		—		1,263,831		—
Warrant liability – Private Placement Warrants		1,011,065		—		1,011,065		—
Warrant Liabilities	$	3,242,156	$	1,978,325	$	1,263,831	$	—
Warrant Liabilities	$	2,593,725	$	1,582,660	$	1,011,065	$	—

Description	Amount at Fair Value		Level 1		Level 2		Level 3
December 31, 2022
December 31, 2023
Assets
Investments held in Trust Account:
Money market funds	$	~~267~~115,~~475~~981,~~787~~606	$	~~267~~115,~~475~~981,~~787~~606	$	—	$	—
Deferred offering costs	$	17,393,949	$	17,393,949	$	—	$	—
Liabilities
Derivative liability - forward purchase	$	318,735	$	—	$	—	$	318,735
Accrued offering costs	$	17,393,949	$	17,393,949	$	—	$	—
Warrant liability – Public Warrants	$	~~527~~395,~~553~~665	$	~~527~~395,~~553~~665	$	—	$	—
Warrant liability – Private Placement		~~337~~265,~~022~~166		—		~~337~~265,~~022~~166		—
Warrant Liabilities	$	~~864~~660,~~575~~831	$	~~527~~395,~~553~~665	$	~~337~~265,~~022~~166	$	—

The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of ~~September~~March 3031, ~~2023 and~~2024 and December 31, ~~2022~~2023 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker PEGRW. The quoted price of the Public Warrants was $0.1215 and $0.0403 per warrant as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

The Company utilized a Black-Scholes model for the initial valuation of the Private Placement Warrants. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield, which were considered Level 3 inputs. The estimated fair value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement as of December 31, 2022 due to the use of an observable market quote for a similar asset in an active market. The Company estimates the volatility of its ordinary shares based on a back-solve lattice model which adjusts the trading price of the Public Warrants for the estimated probability of completing the initial Business Combination. However, since the back-solve lattice model did not produce a meaningful volatility for the Private Placement Warrants as of September 30, 2023 and December 31, 2022, the fair value of the Private Placement Warrants were set equal to the fair value of the Public Warrants. The fair value of the Private Placement Warrants was $0.12 and $0.04 per warrant as of September 30, 2023 and December 31, 2022, respectively.24

~~Transfers~~PROJECT ~~to/from~~ENERGY ~~Levels~~REIMAGINED 1,ACQUISITION 2CORP. ~~and 3 are recognized~~ atNOTES ~~the~~TO ~~end~~UNAUDITED ofCONDENSED ~~the~~FINANCIAL ~~reporting period. At September 30, 2023, there were no transfers between either Level 1, 2 or 3 inputs.~~STATEMENTS

The Company estimates the volatility of its ordinary shares based on a back-solve lattice model which adjusts the trading price of the Public Warrants for the estimated probability of completing the initial Business Combination. However, since the back-solve lattice model did not produce a meaningful volatility for the Private Placement Warrants as of March 31, 2024 and December 31, 2023, the fair value of the Private Placement Warrants was set equal to the fair value of the Public Warrants. The fair value of the Private Placement Warrants was $0.15 and $0.03 per warrant as of March 31, 2024 and December 31, 2023, respectively.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. For the three months ended March 31, 2024, there were no transfers between either Level 1, 2 or 3 inputs.

The model used to estimate the fair value of the derivative liability for the forward purchase agreement is based on the assumption that the forward purchase securities are equivalent to the Company’s Units and determined, on a per unit basis, as the price of the Company’s Units less the present value of the contractually stipulated forward price of $10.00.

20The Company recognized an unrealized loss on the fair value of warrant liabilities of $2,581,325 and $648,431 in the statement of operations for the three months ended March 31, 2024 and 2023, respectively. The Company recognized an unrealized loss on the fair value of derivative liability - forward purchase agreement of $163,488 in the statement of operations for the three months ended March 31, 2023. On October 2, 2023, the Company and EWI mutually agreed to terminate the forward purchase agreement (see Note 5).

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The following table provides the significant inputs to the model for the fair value of the forward purchase agreement:

	At September 30, 2023			At December 31, 2022
	(Unaudited)
Fair value of unit	$	10.58		$	10.01
Unit forward price	$	10.00		$	10.00
Time to Business Combination (in years)		0.50			0.34
Risk-free rate		5.53	%		4.54	%
Discount factor		97.30	%		98.50	%
Fair value - derivative liability	$	0.846		$	0.159

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

Fair value as of January 1, 2022	$	5,156,098
Unrealized gain		(4,500,341	)
Transfer of Private Placement Warrants to Level 2 measurement		(337,022	)
Fair value as of December 31, 2022	$	318,735
Fair value as of December 31, 2022	$	318,735
Unrealized loss		163,488
Fair value as of March 31, 2023		482,223
Unrealized loss		1,104,614
Fair value as of June 30, 2023		1,586,837
Unrealized loss		104,163
Fair value as of September 30, 2023	$	1,691,000

The Company recognized an unrealized loss on the fair value of warrant liabilities of $1,080,719 and $1,729,150 in the condensed statement of operations for the three and nine months ended September 30, 2023, respectively. The Company recognized an unrealized gain on the fair value of warrant liabilities of $432,286 and $9,510,318 in the condensed statement of operations for the three and nine months ended September 30, 2022, respectively. The Company recognized an unrealized loss on the fair value of derivative liability - forward purchase agreement of $104,163 and $1,372,265 in the condensed statement of operations for the three and nine months ended September 30, 2023, respectively. The Company recognized an unrealized loss on the fair value of derivative liability - forward purchase agreement of $137,259 and an unrealized gain of $237,459 in the condensed statement of operations for the three and nine months ended September 30, 2022, respectively.

NOTE 10. SUBSEQUENT EVENTS

The Company has evaluated subsequent events and ~~transactions~~ transactions that occurred after the ~~condensed~~ balance sheet date up to the date that the ~~condensed~~ financial statements were issued. Based upon this review, other than those subsequent events described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the ~~condensed~~ financial ~~statements~~ ~~other than what is already disclosed in the notes and below~~statements.

~~On October 9, 2023, the Company received a notice~~Vendor ~~from~~Agreement the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to have at least 400 total holders for continued listing on the Nasdaq Global Market. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. The notice states that the Company has 45 calendar days, or until November 24, 2023, to submit a plan to regain compliance with such rule. The Company intends to submit to Nasdaq a plan to regain compliance within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the notice, or until April 6, 2024, to evidence compliance with such rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.Amendments

21On April 3, 2024, the Company and the First Financial Advisor entered into an amendment to the First Financial Advisor Agreement, pursuant to which the First Financial Advisor agreed that any First Financial Advisor Deferred Fees were waived upon the date of the waiver of the deferred underwriting fees by J.P. Morgan Securities LLC and BofA Securities, Inc., and agreed that any services that have been provided by the First Financial Advisor after the Initial Public Offering will be paid by the Company to the First Financial Advisor, up to a maximum of $1,200,000, only if the Business Combination is consummated, and as such the payment is considered contingent upon the consummation of the Business Combination. See details relating to the First Financial Advisor Agreement at Note 6 of the financial statements.

On April 3, 2024, the Company and the Second Financial Advisor entered into an amendment to the Second Financial Advisor Agreement, pursuant to which the Company has agreed to cause 250,000 Class A ordinary shares of the Company (or equivalent securities of the post-combination company) to be delivered to the Second Financial Advisor as compensation for any services that have been provided by the Second Financial Advisor after the Initial Public Offering. Such shares will be delivered only if the Business Combination is consummated, and as such the delivery is considered contingent upon the consummation of the Business Combination. See details relating to the Second Financial Advisor Agreement at Note 6 of the financial statements.

Second Extension Meeting

On April 29, 2024, at the Second Extension Meeting, the Company’s shareholders approved the Second Extension Amendment Proposal. Effective upon such approval, (i) the Amended and Restated Memorandum and Articles of Association were amended pursuant to the resolutions set forth in the Second Extension Amendment Proposal to implement the Second Extension, and (ii) the Public Shareholders elected to redeem 4,226,571 Class A ordinary shares at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of approximately $45.8 million. After the satisfaction of the Second Extension Redemption, the balance in the Trust Account was approximately $72.2 million. Upon completion of the Second Extension Redemption, 13,247,201 Class A ordinary shares (including 6,652,787 shares subject to possible redemption) and one Class B ordinary share remain issued and outstanding.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In connection with the Second Extension, the Sponsor agreed that it or its designees will deposit into the Trust Account as a loan, on each of May 2, 2024 and the 2nd day of each subsequent calendar month until (but excluding) August 2, 2024 (each such date, a “Contribution Date”) the lesser of (x) $75,000 or (y) $0.015 per Public Share multiplied by the number of Public Shares outstanding on the applicable Contribution Date (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”). The Company did not ask the Sponsor to reserve for, nor has the Company independently verified whether the Sponsor will have sufficient funds to satisfy, any such Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date, the Company will liquidate and dissolve as soon as practicable after such date and in accordance with the Amended and Restated Memorandum and Articles of Association. The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by the Company upon consummation of its initial Business Combination. If the Company does not consummate its initial Business Combination by August 2, 2024 (or such earlier date as may be determined by the Company’s board of directors), any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. If the Company has consummated its initial Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Backstop Non-Redemption Agreements

On April 30, 2024, the Company entered into non-redemption agreements (the “Backstop Non-Redemption Agreements”) with certain unaffiliated third parties (the “Backstop Investors”) in exchange for the Backstop Investors agreeing to rescind or reverse all redemption demands delivered prior to the redemption deadline for the Business Combination Meeting with respect to the Company’s Class A ordinary shares to be acquired by such Backstop Investors (the “Backstop Investor Shares”), up to an aggregate of 1,000,000 Backstop Investor Shares. The Backstop Investors are also lenders under certain loan agreements (the “Loan Agreements”) with an affiliate of Heramba (the “Heramba Affiliate”), which agreements included execution of the Backstop Non-Redemption Agreements as a closing condition. Upon consummation of the Proposed Business Combination, the Company will pay or cause to be paid to the Backstop Investors a payment in respect of the Backstop Investor Shares held by the Backstop Investors at the Closing of the Proposed Business Combination, from cash released from the Trust Account, equal to such number of Backstop Investor Shares multiplied by the Redemption Price (as defined in the Backstop Non-Redemption Agreements). The Backstop Investors have agreed to certain lock-up restrictions with respect to up to an aggregate of 500,000 Backstop Investor Shares (the “Lock-Up Shares”) until the earlier of the three month anniversary of the Closing Date and such date on which Holdco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. However, such lock-up period will not apply to any Lock-Up Shares that are sold by a Backstop Investor at a price that equals or exceeds $10.00 per share. Additionally, if a Backstop Investor is unable to purchase the applicable amount of Backstop Investor Shares pursuant to its respective Backstop Non-Redemption Agreement (the “Share Cap”), then the Company will issue Class A ordinary shares (or cause the issuance of Holdco Ordinary Shares) to such Backstop Investor in an amount equal to the difference between the Share Cap and the number of Backstop Investor Shares acquired by the Backstop Investor (the “Replacement Shares”). The Company will have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur.

On April 30, 2024, the Company received $1,800,000 on behalf of the Heramba Affiliate, which funds were loaned to the Heramba Affiliate by the Backstop Investors pursuant to the Loan Agreements. As of the date of this report, the Company has distributed approximately $1,800,000 back to the Heramba Affiliate. The Company is not a party to, and has no rights or obligations under, the Loan Agreements.

Related Party Loans

On May 2, 2024, the Company issued an unsecured promissory note in the principal amount of up to $225,000 to the Sponsor to be drawn down in connection with the Contributions (the “Contributions Note”), including with respect to certain loaned amounts outstanding from the Sponsor prior to the issuance of such note. The Contributions Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the date that the winding up of the Company is effective. In the event that the Company does not consummate an initial Business Combination, the Contributions Note will be repaid only from amounts remaining outside of the Trust Account, if any. On each of May 3, 2024 and June 3, 2024, a Contribution from the Sponsor was deposited into the Trust Account and, accordingly, the Company drew $75,000 on each such date from the Contributions Note. Such Contributions were initiated by the Sponsor prior to the respective Contribution Dates and, therefore, the Company has continued to operate and pursue the consummation of an initial Business Combination.

On April 23, 2024 and April 29, 2024, the Company received $200,000 and $600,000, respectively, in proceeds from an unaffiliated third party. The Company, the Sponsor and such third party expect to negotiate and execute definitive documentation with respect to the repayment of such funds. As of the date of this report, the Company has used $365,157 of these funds.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to Project Energy Reimagined Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to our “Sponsor” refer to Smilodon Capital, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Proposed Business Combination (as defined and described below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Quarterly Report and the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). For information regarding risk factors related to the Proposed Business Combination, see the “Risk Factors” section of the Form F-4 and the definitive proxy statement/prospectus filed in connection therewith (in each case as defined and described below). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. ~~Except~~ Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated on February 10, 2021 as a Cayman Islands exempted company. Our business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (referred to in this Quarterly Report as our initial business combination). While we may pursue an initial business combination in any industry, sector or geographic region, we have focused on targets that enable what we call the “Electric Grid 2.0”. We believe the “Electric Grid 2.0” addresses several mega trends that are creating a long tail of value-creating opportunities within the energy storage value-chain, including: (i) climate change and mandated reduction of GHG emissions, with a resulting increase in the share of renewable power generation (and associated grid-stability challenges); (ii) electrification of transportation, AI enabled grid optimization, V2G and V2X technology and smart battery management systems; and (iii) second life use of batteries and end of life battery recycling. Our mission is to partner with companies that have a roadmap to execute on the world’s energy transition to clean energy, and more specifically, those that enable technological advances to facilitate the increasing demand for energy storage. We seek to partner with a company that shares our overarching goal of solving goal seven of the United Nations Sustainable Development Goals to “ensure access to affordable, reliable, sustainable and modern energy for all” while utilizing our combined experience to drive sustainable growth and long-term economic value.

On November 2, 2021, ~~the~~we ~~Company~~ consummated ~~its initial~~our initial public offering (the “Initial Public Offering”) of 25,000,000 units at $10.00 per unit (each, a “Unit”). ~~Each~~ Each Unit consists of one Class A ordinary share (the “Public Shares”) and one-half of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. On November 17, 2021, the underwriters of the Initial Public Offering purchased an additional 1,377,660 Units (“Over-Allotment Units”), due to a partial exercise of their over-allotment option, generating gross proceeds of $13,776,600.

WeSimultaneously ~~expect~~with tothe ~~continue~~closing toof ~~incur~~the ~~significant costs~~Initial inPublic Offering, we consummated the ~~pursuit~~sale of ~~our~~8,150,000 ~~acquisition~~private ~~plans,~~placement ~~including~~warrants in(“Private ~~connection~~Placement ~~with~~Warrants”) ~~the~~at ~~Proposed~~a ~~Business~~price of ~~Combination~~$1.00 Weper ~~cannot~~Private ~~assure~~Placement ~~you~~Warrant ~~that~~in a private placement to our Sponsor, generating gross proceeds of $8,150,000. Simultaneously ~~plans~~with tothe ~~complete~~closing of the ~~Proposed~~partial ~~Business~~exercise ~~Combination~~of ~~will~~the beover-allotment ~~successful~~option, we consummated the sale of 275,532 additional Private Placement Warrants (the “Over-Allotment Warrants”) at a price of $1.00 per Over-Allotment Warrant in a private placement to our Sponsor, generating gross proceeds of $275,532.

2227

A total of $263,776,600 of the proceeds of the sale of the Units in the Initial Public Offering, the Over-Allotment Units, the Over-Allotment Warrants and the Private Placement Warrants was placed in a trust account established in connection with the Initial Public Offering (the “Trust Account”) at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.

We have incurred and expect to continue to incur significant costs in the pursuit of our acquisition plans, including in connection with the Proposed Business Combination described below. We cannot assure you that our plans to complete the Proposed Business Combination, or any other initial business combination, will be successful. If we are unable to complete our initial business combination by August 2, 2024 (or such later date as may be approved by our shareholders), we will then liquidate in accordance with our amended and restated memorandum and articles of association (as amended, the “Articles”).

Recent Developments

~~Letter~~Deferred ofFee ~~Intent and Extension~~Waivers

On April 2517, 2023, ~~we entered into a non-binding letter of intent with respect to an initial business combination. As a result, pursuant to our amended~~ and ~~restated~~April ~~memorandum and articles of association (the “Articles”)~~27, ~~we had until August 2,~~ 2023 ~~to complete an initial business combination~~, ~~which~~J.P. ~~date has been~~Morgan ~~subsequently~~Securities ~~extended~~LLC toand ~~May~~BofA 2Securities, ~~2024 pursuant to the Extension approved at the Extraordinary General Meeting (in each case as defined and described below)~~Inc., Ifrespectively, weconstituting ~~are~~all ~~unable~~of ~~to complete our initial business combination by such date (or such later date as may be approved by our shareholders at a meeting called for such purpose at which our shareholders will be given~~ the ~~opportunity~~underwriters ~~to have their Public Shares redeemed for a pro rata portion~~ of the ~~funds in the trust account established in connection with the~~ Initial Public Offering ~~(the “Trust Account”))~~, wewaived ~~will~~their rights ~~then~~to ~~liquidate~~100% inof ~~accordance with~~ the ~~Articles.~~deferred Nofee ~~assurances~~payable ~~can~~to besuch ~~made~~underwriters ~~that~~upon wecompletion ~~will~~of ~~successfully negotiate and enter into a definitive agreement for~~ our initial business combination orpursuant ~~that~~to wethe ~~will~~underwriting agreement, betotaling ~~successful~~$9,232,181 in(collectively, ~~completing~~the ~~our~~“Deferred ~~initial business~~Fee ~~combination~~Waivers”).

~~Deferred Underwriting Fee Waivers~~Extensions

On April 1725, 2023, ~~and~~we ~~April~~entered ~~27,~~into ~~2023,~~a ~~J.P. Morgan~~non-binding ~~Securities~~letter ~~LLC~~of ~~and~~intent ~~BofA~~with ~~Securities,~~respect ~~Inc.,~~to ~~respectively,~~an ~~constituting~~initial ~~all~~business ofcombination. ~~the~~As ~~underwriters~~a ~~of the Initial Public Offering~~result, ~~waived~~pursuant ~~their rights~~ to ~~100%~~the ofArticles ~~the~~as ~~deferred~~then ~~fee~~in ~~payable~~effect, tothe ~~such~~date ~~underwriters~~by which ~~upon~~we ~~completion~~must ofconsummate ~~our~~an initial business combination ~~pursuant~~was toautomatically ~~the~~extended ~~underwriting agreement~~to ~~(collectively~~August 2, ~~the “Deferred Fee Waivers”)~~2023.

~~Non~~On August 1, 2023, we held an extraordinary general meeting in lieu of the 2023 annual general meeting of our shareholders (the “First Extension Meeting”). At the First Extension Meeting, our shareholders approved the following items: (i) a proposal to amend the Articles as then in effect to extend the date by which we must consummate an initial business combination from August 2, 2023 to May 2, 2024, or such earlier date as determined by our board of directors, for a total extension of up to nine months (collectively, the “First Extension”, and such proposal, the “First Extension Amendment Proposal”); (ii) a proposal to amend the Articles as then in effect to eliminate (a) the limitation that we shall not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions and (b) the limitation that we shall not consummate an initial business combination unless we have net tangible assets of at least $5,000,001 upon consummation of such business combination (the “Redemption Limitation Amendment Proposal”); (iii) a proposal to amend the Articles as then in effect to provide for the right of holders of Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time at the option of the holder (the “Founder Share Amendment Proposal”, and collectively with the First Extension Amendment Proposal and the Redemption ~~Agreements~~Limitation Amendment Proposal, the “Articles Amendment Proposals”); (iv) a proposal to amend the investment management trust agreement, dated as of October 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as then in effect, to provide for the First Extension (the “Trust Amendment”, and such proposal, the “Trust Amendment Proposal”); (v) a proposal to re-appoint Michael Browning to our board of directors to serve until the third annual general meeting of shareholders following the First Extension Meeting or until his successor is elected and qualified; and (vi) a proposal to ratify the selection by our audit committee of Marcum LLP to serve as our independent registered public accounting firm for the fiscal year ended December 31, 2023.

OnEffective ~~July~~upon ~~25, 2023, we entered into one or more agreements (~~the ~~“Non-Redemption~~approval ~~Agreements”) with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate~~ of ~~760,000~~the ~~Public~~Articles ~~Shares in connection with certain proposals considered~~Amendment Proposals and ~~voted upon at~~ the ~~Extraordinary~~Trust ~~General~~Amendment ~~Meeting~~Proposal, inon ~~exchange~~August ~~for~~1, ~~our agreeing to issue or cause to be issued to each such investor 138~~2023,~~000~~ ~~Class A ordinary shares~~ (~~“Post-Combination Shares”~~i) at the ~~time~~Articles ofas ~~our initial~~then ~~business~~in ~~combination.~~effect Wewere ~~have~~amended ~~since~~pursuant ~~entered~~to ~~into additional Non-Redemption Agreements with unaffiliated third parties on~~ the ~~same~~resolutions orset ~~similar~~forth ~~terms~~in ~~reflecting~~ the ~~above~~Articles ~~ratio~~Amendment ~~of non-redeemed Public Shares to Post-Combination Shares. Pursuant to all such Non-Redemption Agreements~~Proposals, weand ~~have~~(ii) ~~agreed to issue or cause to be issued to such investors an aggregate of 1,645,596 Post-Combination Shares. In addition,~~ we ~~have~~entered ~~agreed~~into ~~that we will not utilize any funds from~~ the Trust ~~Account~~Amendment towith ~~pay~~Continental ~~any~~Stock ~~potential~~Transfer ~~excise~~& ~~taxes that may become~~Trust ~~due pursuant to the Inflation Reduction Act of 2022 (the “IR Act”) upon a redemption of Public Shares~~Company, ~~including~~as ~~in connection with the Extension, an initial business combination or our liquidation~~trustee.

~~Extraordinary~~On ~~General~~August ~~Meeting~~1, 2023, in connection with and following the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, (i) holders of 6,594,414 Class B ordinary shares voluntarily elected to convert such Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with the Articles as amended pursuant to the Articles Amendment Proposals (collectively, the “Class B Conversion”), and (ii) our public shareholders elected to redeem 15,498,302 Class A ordinary shares at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million (the “First Extension Redemption”). After the satisfaction of the First Extension Redemption, the balance in the Trust Account was approximately $113.2 million. Upon completion of the Class B Conversion followed by the First Extension Redemption, 17,473,772 Class A ordinary shares and one Class B ordinary share remained issued and outstanding. Notwithstanding the Class B Conversion, the holders of the Class A ordinary shares received in the Class B Conversion will not be entitled to receive any funds held in the Trust Account with respect to any such converted shares.

On August 1, 2023, we held an extraordinary general meeting in lieu of the 2023 annual general meeting of shareholders of the Company (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, our shareholders approved the following items: (i) a proposal to amend the Articles to extend the date by which we must consummate an initial business combination from August 2, 2023 to May 2, 2024, or such earlier date as determined by our board of directors, for a total extension of up to nine months (collectively, the “Extension”, and such proposal, the “Extension Amendment Proposal”); (ii) a proposal to amend the Articles to eliminate (a) the limitation that we shall not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions and (b) the limitation that we shall not consummate an initial business combination unless we have net tangible assets of at least $5,000,001 upon consummation of such business combination (the “Redemption Limitation Amendment Proposal”); (iii) a proposal to amend the Articles to provide for the right of holders of Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time at the option of the holder (the “Founder Share Amendment Proposal”, and collectively with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the “Articles Amendment Proposals”); (iv) a proposal to amend the investment management trust agreement, dated as of October 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to provide for the Extension (the “Trust Amendment”, and such proposal, the “Trust Amendment Proposal”); (v) a proposal to re-appoint Michael Browning to our board of directors to serve until the third annual general meeting of shareholders following the Extraordinary General Meeting or until his successor is elected and qualified; and (vi) a proposal to ratify the selection by our audit committee of Marcum LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

~~Effective~~Subsequent ~~upon~~to the ~~approval~~period covered by this Quarterly Report, on April 29, 2024, we held an extraordinary general meeting of our shareholders at which our shareholders approved a proposal to amend the Articles ~~Amendment Proposals~~as ~~and~~then in effect to extend the ~~Trust~~date ~~Amendment~~by ~~Proposal~~which we must consummate an initial business combination from May 2, on2024 to August 12, ~~2023~~2024, or such earlier date as determined by our board of directors, for a total extension of up to three months (collectively, the “Second Extension”, and such proposal, the “Second Extension Amendment Proposal”). Effective upon such approval, (i) the Articles as then in effect were amended pursuant to the resolutions set forth in the ~~Articles~~Second Extension Amendment ~~Proposals~~Proposal to implement the Second Extension, and (ii) weour ~~entered~~public ~~into~~shareholders elected to redeem 4,226,571 Class A ordinary shares at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of approximately $45.8 million (the ~~Trust~~“Second ~~Amendment~~Extension ~~with~~Redemption”). ~~Continental~~After the ~~Stock~~satisfaction ~~Transfer~~of &the ~~Trust~~Second ~~Company~~Extension Redemption, asthe balance in the Trust Account was approximately $72.2 million. Upon completion ~~trustee~~of the Second Extension Redemption, 13,247,201 Class A ordinary shares and one Class B ordinary share remain issued and outstanding.

23Contributions to Trust Account

OnIn ~~August~~connection 1,with ~~2023,~~the inSecond ~~connection~~Extension, ~~with~~our ~~and following~~Sponsor ~~the~~agreed ~~approval~~that ofit ~~the~~or ~~Articles~~its ~~Amendment~~designees ~~Proposals~~will ~~and~~deposit into the Trust ~~Amendment~~Account ~~Proposal~~as a loan, ~~(i)~~on ~~holders~~each of 6May 2,~~594,414~~ ~~Class~~2024 Band ~~ordinary~~the ~~shares~~2nd day ~~voluntarily~~of each subsequent ~~elected~~calendar tomonth ~~convert~~until (but excluding) August 2, 2024 (each such ~~Class~~date, Ba ~~ordinary~~“Contribution ~~shares~~Date”) tothe ~~Class~~lesser Aof ~~ordinary~~(x) ~~shares~~$75,000 onor a(y) $0.015 ~~one-for-one~~per ~~basis,~~Public inShare ~~accordance~~multiplied ~~with~~by the ~~Articles~~number ~~as amended~~of ~~pursuant~~Public toShares outstanding on the ~~Articles~~applicable ~~Amendment~~Contribution ~~Proposals~~Date (~~collectively~~a “Contribution”, and ~~the~~our ~~“Class~~Sponsor Bor ~~Conversion~~its designee making such Contribution, a “Contributor”). We did not ask our Sponsor to reserve for, nor ~~and~~have ~~(ii)~~we independently verified whether our ~~public~~Sponsor ~~shareholders~~will ~~elected~~have tosufficient ~~redeem~~funds 15to satisfy,~~498,302~~ ~~Class~~any Asuch ~~ordinary~~Contributions. ~~shares~~If ata Contributor fails to make a ~~redemption~~Contribution ~~price~~by ofan ~~approximately~~applicable ~~$10.41~~Contribution ~~per~~Date, we will liquidate and dissolve as soon as practicable after such date and in ~~share~~accordance with the Articles. The Contributions will be evidenced by a non-interest bearing, ~~for~~unsecured anpromissory ~~aggregate~~note ~~redemption~~and ~~amount~~will be repayable by us upon consummation of ~~approximately~~our ~~$161~~initial business combination.3 ~~million~~If we do not consummate our initial business combination by August 2, 2024 (~~the~~or ~~“Redemption”).~~such ~~After~~earlier ~~the~~date ~~satisfaction~~as may be determined by our board of ~~the Redemption~~directors), ~~the~~any ~~balance~~such inpromissory notes will be repaid only from funds held outside of the Trust Account ~~was~~or ~~approximately~~will ~~$113.2~~be ~~million~~forfeited, eliminated or otherwise forgiven. ~~Upon~~If ~~completion~~we ofhave ~~the~~consummated ~~Class~~our Binitial ~~Conversion~~business combination ~~followed~~or byannounced ~~the~~our intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate. ~~Redemption~~On each of May 3, 172024 and June 3,~~473~~ 2024,~~772~~ ~~Class~~a AContribution ~~ordinary~~from ~~shares~~our ~~and~~Sponsor ~~one~~was ~~Class~~deposited Binto ~~ordinary~~the ~~share~~Trust ~~remain~~Account. ~~issued~~Such Contributions were initiated by our Sponsor prior to the respective Contribution Dates and, ~~outstanding~~therefore, we have continued to operate and pursue the consummation of our initial business combination.

Nasdaq Notice

On August 18, 2023, we received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that we were not in compliance with Nasdaq Listing Rule 5250(c)(1) due to a delay in filing our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 with the SEC. The notice was only a notification of deficiency, not of imminent delisting, and had no effect on the listing or trading of our securities on the Nasdaq Global Market. Upon the filing of such Quarterly Report on September 5, 2023, we expect that we have regained compliance with such rule.

On October 9, 2023, we received a notice from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires us to have at least 400 total holders for continued listing on the Nasdaq Global Market. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Global Market. The notice states that we have 45 calendar days, or until November 24, 2023, to submit a plan to regain compliance with such rule. We intend to submit to Nasdaq a plan to regain compliance within the required timeframe. If Nasdaq accepts our plan, Nasdaq may grant us an extension of up to 180 calendar days from the date of the notice, or until April 6, 2024, to evidence compliance with such rule. If Nasdaq does not accept our plan, we will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

Proposed Business Combination

~~Subsequent~~On ~~to the period covered by this Quarterly Report, on~~ October 2, 2023, we entered into a business combination agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) with Heramba Electric plc, an Irish public limited company duly incorporated under the laws of Ireland (“Holdco”), Heramba Merger Corp., an exempted company incorporated in the Cayman Islands with limited liability (“Merger Sub”), Heramba Limited, an Irish private company duly incorporated under the laws of Ireland (the “Seller”), and Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany (“Heramba”), which provides for a proposed business combination through a series of related transactions (collectively, the “Proposed Business Combination”). Concurrently with the execution of the Business Combination Agreement, the Company, Heramba and our Sponsor executed a sponsor support agreement (the “Sponsor Support Agreement”) with respect to certain matters to support the consummation of the Proposed Business Combination. The consummation of the Proposed Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite approval of our shareholders and execution of various transaction agreements. There can be no assurance as to whether or when the Proposed Business Combination will be consummated.

On December 6, 2023, Holdco initially filed with the SEC a registration statement on Form F-4 (File No. 333-275903) in connection with the Proposed Business Combination, which was subsequently amended on January 16, 2024, February 27, 2024 and March 15, 2024 (as amended, the “Form F-4”). The Form F-4 contains a preliminary proxy statement/prospectus that constitutes (i) a preliminary proxy statement relating to the Proposed Business Combination in connection with our solicitation of proxies for the vote by our shareholders regarding the Proposed Business Combination and related matters, as described in the Form F-4, and (ii) a preliminary prospectus relating to, among other things, the offer of the securities to be issued by Holdco in connection with the Proposed Business Combination.

On March 19, 2024, the Form F-4 was declared effective by the SEC, and we and Holdco filed the definitive proxy statement/prospectus related to the Proposed Business Combination (the “definitive proxy statement/prospectus”) with the SEC. On or about March 19, 2024, we commenced the mailing of the definitive proxy statement/prospectus and other relevant documents to our shareholders as of March 1, 2024, the record date established for voting on the Proposed Business Combination. The terms of the Business Combination Agreement and other related ancillary agreements, including those noted below, are summarized in more detail in the Form F-4 and the definitive proxy statement/prospectus.

On March 28, 2024, we held an extraordinary general meeting of shareholders (the “Business Combination Meeting”) to consider and vote upon the proposals set forth in the definitive proxy statement/prospectus. At the Business Combination Meeting, our shareholders approved the Business Combination Proposal, the Merger Proposal and each of the Advisory Governance Proposals, in each case as defined and described in more detail in the definitive proxy statement/prospectus. We expect the Proposed Business Combination to close as soon as practicable.

Business Combination Agreement

Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), (1) each of our issued and outstanding Units will be automatically separated into its component securities (the “Unit Separation”) and (2) the sole issued and outstanding Class B ordinary share will be automatically converted into one Class A ordinary share (such conversion, the “Closing Class B Conversion”); (ii) at the Merger Effective Time, we will enter into a plan of merger with Merger Sub, pursuant to which Merger Sub will merge with and into our company (the “Merger”), with our company being the surviving company in the Merger (the “Surviving Company”) and becoming a direct, wholly owned subsidiary of Holdco; (iii) at the Merger Effective Time, (a) each Class A ordinary share issued and outstanding immediately prior to the Merger Effective Time (which, for the avoidance of doubt, will include the Class A ordinary shares held as a result of the Unit Separation and the Closing Class B Conversion) will be automatically cancelled in exchange for the right to be issued one ordinary share in the capital of Holdco with a nominal value of €0.0001 (“Holdco Ordinary Shares”), (b) each Public Warrant will remain outstanding but will be automatically adjusted to become one Holdco public warrant (“Holdco Public Warrants”), (c) each Private Placement Warrant will remain outstanding but will be automatically adjusted to become one Holdco private warrant (“Holdco Private Warrants” and together with the Holdco Public Warrants, the “Holdco Warrants”), (d) each Class A ordinary share properly tendered for redemption and issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the Trust Account pursuant to the Articles, (e) each dissenting ordinary share issued and outstanding immediately prior to the Merger Effective Time held by a dissenting shareholder will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid the fair value of such dissenting ordinary share and such other rights as are granted by the Companies Act (As Revised) of the Cayman Islands and (f) each ordinary share of Merger Sub issued and outstanding at the Merger Effective Time will be automatically cancelled in consideration for the issuance of one validly issued, fully paid and non-assessable ordinary share of par value $1.00 in the Surviving Company; (iv) immediately following the Merger Effective Time, pursuant to a transfer agreement to be entered into by and between the Seller and Holdco, the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the shares in Heramba, all of which are held by the Seller, in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares (the “Share Consideration”) to the Seller; and (v) all deferred ordinary shares in the capital of Holdco with a nominal value of €1.00 each (“Holdco Deferred Shares”) shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as treasury shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law.

The consummation of the Proposed Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, the Holdco Ordinary Shares being approved for listing on The Nasdaq Stock Market LLC (“Nasdaq”) or another national securities exchange and the execution of various transaction agreements. There can be no assurance as to whether or when the Proposed Business Combination will be consummated.

Heramba Sole Shareholder Written Consent

Concurrently with the execution and delivery of the Business Combination Agreement, the Seller, as the sole shareholder of Heramba, delivered to us a written consent pursuant to which, among other things, it approved the execution of the Business Combination Agreement and related ancillary agreements, and approved the transactions contemplated thereby.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, we entered into a sponsor support agreement (the “Sponsor Support Agreement”) with Heramba and our Sponsor, pursuant to which, among other things, our Sponsor (a) agreed to vote any ordinary shares held by it as of the record date established for voting on the Proposed Business Combination in favor of the Business Combination Agreement, the Proposed Business Combination and each of the proposals set forth in the Form F-4, and against any action that would reasonably be expected to impede the completion of the Proposed Business Combination as described therein, (b) agreed not to transfer such shares until the earliest of the closing of the Proposed Business Combination (the “Closing”) or the termination of the Business Combination Agreement, except as set forth therein, (c) agreed not to redeem such shares in connection with the Proposed Business Combination (which waiver of redemption rights was initially provided in connection with the Initial Public Offering in consideration for receipt of Founder Shares (as defined below), and for certain covenants and commitments pursuant to a letter agreement entered into at the time of the Initial Public Offering, and without any separate consideration paid in connection with providing such waiver) and (d) waived certain anti-dilution rights with respect to any such shares that are Class B ordinary shares.

Share Contribution Agreement

Lock-Up Agreement

In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including the Sponsor, certain of our directors and executive officers and certain Heramba shareholders holding greater than 5% of the outstanding Holdco Ordinary Shares upon the Closing, will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, each of such holders will agree to not effect any sale or distribution of the Lock-Up Securities (as defined therein), subject to certain customary exceptions set forth in the Lock-Up Agreement, until the earliest of: (i) the twelve month anniversary of the date of the Closing (the “Closing Date”), (ii) such time that the trading price of the Holdco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing Date, and (iii) such date on which Holdco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all Holdco shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. The Lock-Up Securities include up to 5,422,698 Holdco Ordinary Shares to be issued in exchange for the Founder Shares held by the Sponsor and certain of our officers and directors, and 34,000,000 Holdco Ordinary Shares to be held by certain Heramba shareholders.

Registration Rights Agreement

In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including the Sponsor, will enter into a registration rights agreement, pursuant to which, among other things, Holdco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Holdco Ordinary Shares and other equity securities of Holdco that are held by the parties thereto from time to time. In addition, Holdco will agree to provide such holders with customary demand and piggyback registration rights with respect to the Registrable Securities (as defined therein). Such Registrable Securities are expected to include up to 6,594,415 Holdco Ordinary Shares to be issued in exchange for the Founder Shares, 8,425,532 Holdco Private Warrants resulting from the automatic adjustment of the Private Placement Warrants at the Merger Effective Time (and the Holdco Ordinary Shares underlying such Holdco Private Warrants), 1,645,596 Holdco Ordinary Shares to be issued as the Post-Combination Shares (as defined below) under the First Extension Non-Redemption Agreements (as defined below), and 36,700,000 Holdco Ordinary Shares to be held by certain Heramba shareholders.

Amended and Restated Warrant Agreement

In connection with the Closing, prior to the Merger Effective Time, we will enter into an amended and restated warrant agreement with Holdco and Continental Stock Transfer & Trust Company, as warrant agent, and any successor warrant agent, pursuant to which the terms and conditions of the warrant agreement entered into at the time of the Initial Public Offering will be amended and restated to, among other things, reflect the automatic adjustment of the Public Warrants to Holdco Public Warrants and the Private Placement Warrants to Holdco Private Warrants.

Non-Redemption Agreements

On July 25, 2023, we entered into one or more agreements (the “First Extension Non-Redemption Agreements”) with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 760,000 Public Shares in connection with certain proposals considered and voted upon at the First Extension Meeting, in exchange for our agreeing to issue or cause to be issued to each such investor 138,000 Class A ordinary shares (“Post-Combination Shares”) at the time of our initial business combination. We subsequently entered into additional First Extension Non-Redemption Agreements with unaffiliated third parties on the same or similar terms reflecting the above ratio of non-redeemed Public Shares to Post-Combination Shares. Pursuant to all such First Extension Non-Redemption Agreements, we have agreed to issue or cause to be issued to such investors an aggregate of 1,645,596 Post-Combination Shares. In addition, we have agreed that we will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the Inflation Reduction Act of 2022 (the “IR Act”) upon a redemption of Public Shares.

Subsequent to the period covered by this Quarterly Report, on April 30, 2024, we entered into non-redemption agreements (the “Backstop Non-Redemption Agreements”) with certain unaffiliated third parties (the “Backstop Investors”) in exchange for the Backstop Investors agreeing to rescind or reverse all redemption demands delivered prior to the redemption deadline for the Business Combination Meeting with respect to our Class A ordinary shares to be acquired by such Backstop Investors (the “Backstop Investor Shares”), up to an aggregate of 1,000,000 Backstop Investor Shares. The Backstop Investors are also lenders under certain loan agreements (the “Loan Agreements”) with an affiliate of Heramba (the “Heramba Affiliate”), which agreements included execution of the Backstop Non-Redemption Agreements as a closing condition. Upon consummation of the Proposed Business Combination, we will pay or cause to be paid to the Backstop Investors a payment in respect of the Backstop Investor Shares held by the Backstop Investors at the Closing of the Proposed Business Combination, from cash released from the Trust Account, equal to such number of Backstop Investor Shares multiplied by the Redemption Price (as defined in the Backstop Non-Redemption Agreements). The Backstop Investors have agreed to certain lock-up restrictions with respect to up to an aggregate of 500,000 Backstop Investor Shares (the “Lock-Up Shares”) until the earlier of the three month anniversary of the Closing Date and such date on which Holdco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Holdco’s shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. However, such lock-up period will not apply to any Lock-Up Shares that are sold by a Backstop Investor at a price that equals or exceeds $10.00 per share. Additionally, if a Backstop Investor is unable to purchase the applicable amount of Backstop Investor Shares pursuant to its respective Backstop Non-Redemption Agreement (the “Share Cap”), then we will issue Class A ordinary shares (or cause the issuance of Holdco Ordinary Shares) to such Backstop Investor in an amount equal to the difference between the Share Cap and the number of Backstop Investor Shares acquired by the Backstop Investor (the “Replacement Shares”). We will have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur.

Subsequent to the period covered by this Quarterly Report, on April 30, 2024, we received $1,800,000 on behalf of the Heramba Affiliate, which funds were loaned to the Heramba Affiliate by the Backstop Investors pursuant to the Loan Agreements. As of the date of this Quarterly Report, we have distributed approximately $1,800,000 back to the Heramba Affiliate. We are not a party to, and have no rights or obligations under, the Loan Agreements.

Nasdaq Notices

On October 9, 2023, we received a notice from the Listing Qualifications Department of Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires us to have at least 400 total holders for continued listing on the Nasdaq Global Market. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Global Market. The notice stated that we had 45 calendar days, or until November 24, 2023, to submit a plan to regain compliance with such rule. On November 24, 2023, we submitted to Nasdaq a plan to regain compliance. If Nasdaq accepts our plan, Nasdaq may grant us an extension to evidence compliance with such rule. If Nasdaq does not accept our plan, we will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

Subsequent to the period covered by this Quarterly Report, on May 30, 2024, we received a notice from the Listing Qualifications Department of Nasdaq indicating that we were not in compliance with Nasdaq Listing Rule 5250(c)(1) due to a delay in filing this Quarterly Report with the SEC. The notice was only a notification of deficiency, not of imminent delisting, and had no effect on the listing or trading of our securities on the Nasdaq Global Market. Upon the filing of this Quarterly Report, we expect to regain compliance with such rule.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 10, 2021 (inception) have been organizational activities and those necessary to prepare for the Initial Public Offering and, subsequent to the Initial Public Offering, the search for a target for our initial business combination and the completion of the First Extension and the Second Extension. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of dividend income, interest income or gains on investments on the cash and investments held in the Trust Account. Our expenses have increased substantially after the closing of the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We are also incurring expenses in connection with the Proposed Business Combination.

For the three months ended ~~September~~March 3031, ~~2023~~2024, we we had a net loss of $~~629~~2,~~908~~858,264, which resulted from ~~interest~~operating ~~and~~costs ~~dividend~~of ~~income~~$1,782,912, onunrealized ~~investments~~loss ~~held~~on change in ~~the~~fair ~~Trust~~value ~~Account~~ of ~~$2,300,443, offset~~warrant ~~by operating costs~~ liabilities of $12,~~745~~581,~~469~~325, ~~unrealized~~and ~~loss~~interest onexpense ~~fair~~(amortization ~~value~~ of ~~warrant~~debt ~~liabilities~~discount) of $15,~~080~~281,~~719,~~ offset in part by interest and ~~unrealized~~dividend ~~loss~~income on ~~fair~~investments ~~value~~held ofin the ~~forward~~Trust ~~purchase~~Account ~~agreement~~ of $~~104~~1,~~163~~511,254.

For the three months ended ~~September~~March 3031, ~~2022~~2023, we we had net income of $~~993~~1,~~066~~426,832, which resulted from ~~unrealized~~interest ~~gain on change in fair value of warrant liabilities of $432,286~~ and ~~interest and~~ dividend income on investments held in ~~the~~ Trust Account of $12,~~160~~843,~~124~~532, offset in part by ~~the unrealized~~ loss on change in fair value of ~~derivative liability~~warrant -liabilities ~~forward~~of ~~purchase~~$648,431, ~~agreement~~operating costs of $~~137~~604,~~259~~781, and ~~operating~~loss ~~costs~~on the change in fair value of the forward purchase agreement of $~~462~~163,~~085~~488.

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For the nine months ended September 30, 2023, we had net income of $2,281,031, which resulted from interest and dividend income on investments held in the Trust Account of $8,263,840 and a gain on waiver of deferred underwriting commissions by underwriter of $456,993, offset in part by unrealized loss on change in fair value of warrant liabilities of $1,729,150, operating costs of $3,338,387, and unrealized loss on fair value of derivative liability - forward purchase agreement of $1,372,265.

For the nine months ended September 30, 2022, we had net income of $9,960,816, which resulted from unrealized gain on fair value of warrant liabilities of $9,510,318, interest and dividend income on investments held in the Trust Account of $1,472,737, unrealized gain on fair value of the forward purchase agreement of $237,459, and unrealized gains on investments held in the Trust Account of $2,900, offset in part by operating costs of $1,262,598.

Liquidity, Capital Resources and Going Concern

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per share (“Founder Shares”), by our Sponsor, for an aggregate of $25,000, and loans from our Sponsor.

On November 2, 2021, we consummated the Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. On November 12, 2021, the underwriters of the Initial Public Offering partially exercised their over-allotment option and on November 17, 2021, purchased an additional 1,377,660 Over-Allotment Units, generating gross proceeds of $13,776,600.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 8,150,000 ~~private placement warrants (“~~Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to our Sponsor, generating gross proceeds of $8,150,000. Simultaneously with the closing of the partial exercise of the over-allotment option, we consummated the sale of 275,532 Over-Allotment Warrants at a price of $1.00 per Over-Allotment Warrant in a private placement to our Sponsor, generating gross proceeds of $275,532.

Simultaneously with the closing of the partial exercise of the over-allotment option, we consummated the sale of 275,532 additional Private Placement Warrants (the “Over-Allotment Warrants”) at a price of $1.00 per Over-Allotment Warrant in a private placement to our Sponsor, generating gross proceeds of $275,532.

A total of $263,776,600 of the proceeds of the sale of the Units in the Initial Public Offering, the Over-Allotment Units, the Over-Allotment Warrants and the Private Placement Warrants were placed in the Trust Account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~net~~ net cash used in operating activities was $~~615~~378,~~695~~305, which was due to ~~gain~~our onnet ~~waiver~~loss of ~~deferred underwriting commissions by underwriter of~~ $~~456~~2,~~993~~858,264, and interest and dividend income on investments held in ~~the~~ Trust Account of $81,~~263~~511,~~840~~254, partially offset by ~~the~~changes ~~unrealized~~in ~~loss on~~operating ~~fair~~assets ~~value~~and ~~of warrant~~ liabilities of $1,~~729~~404,~~150~~607, the unrealized loss on fair value of ~~derivative~~warrant ~~liability~~liabilities ~~- forward purchase agreement~~ of $12,~~372~~581,~~265~~325, and ~~changes~~interest inexpense ~~operating~~(amortization ~~assets~~of ~~and~~debt ~~liabilities~~discount) of $25,~~722,692~~281.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, ~~net~~ net cash used in operating activities was $~~695~~414,~~100~~205, which was due to ~~unrealized~~our ~~gain~~net onloss ~~fair value~~ of ~~warrant liabilities of~~ $91,~~510~~426,~~318~~832, ~~unrealized~~ ~~gain~~and ~~on fair value of derivative liability - forward purchase agreement of $237,459,~~ interest and dividend income on investments held in ~~the~~ Trust Account of $12,~~472~~843,~~737~~532, ~~and~~partially ~~unrealized~~offset ~~gains~~by onchanges ~~investments held~~ in ~~the~~operating ~~Trust~~assets ~~Account~~and liabilities of $2190,~~900~~576, ~~partially~~the ~~offset~~unrealized byloss ~~our~~on ~~net~~fair ~~income~~value of warrant liabilities of $9648,~~960~~431,~~816~~ and ~~changes~~unrealized inloss ~~operating~~on ~~assets~~fair ~~and~~value ~~liabilities~~of derivative liability on forward purchase agreement of $~~567~~163,~~498~~488.

~~For~~There ~~the~~were ~~nine~~no ~~months ended September 30, 2023, net~~ cash ~~provided~~flows byfrom investing activities for ~~was $161,280,678, which was primarily due to proceeds from~~ the ~~Trust~~three ~~Account~~months ~~for~~ended ~~payment~~March ~~to redeeming~~31, ~~shareholders~~2024 ofand ~~$161,280,678~~2023.

~~There~~For ~~were~~the nothree ~~cash~~months ~~flows~~ended ~~from~~March ~~investing~~31, ~~activities~~2024, net ~~for~~cash ~~the~~provided ~~nine~~by ~~months~~financing ~~ended~~activities ~~September~~was 30$260,000, ~~2022~~which was due to proceeds from promissory notes of $260,000.

~~For~~There ~~the~~were ~~nine~~no ~~months ended September 30, 2023, net~~ cash ~~used~~flows infrom financing activities ~~was $160,980,678, which was due to payment to redeeming shareholders of $161,280,678, partially~~ ~~offset~~for bythe ~~proceeds~~three ~~from~~months ~~promissory~~ended ~~note~~March ~~of $300~~31,~~000~~ 2023.

~~There~~As ~~were~~of noMarch ~~cash~~31, ~~flows~~2024, ~~from~~we ~~financing~~had ~~activities~~marketable securities ~~for~~held in the ~~nine~~Trust ~~months~~Account ~~ended~~of ~~September~~$117,492,860 30consisting of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, ~~2022~~as amended, which invest only in direct U.S. government treasury obligations.

25As of March 31, 2024, we had cash of $9,319 held outside the Trust Account and a working capital deficit of $6,588,799. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

AsWe ofintend to ~~September~~use ~~30,~~substantially ~~2023,~~all weof ~~had~~the ~~marketable~~funds ~~securities~~ held in the Trust Account, ofincluding ~~$114~~any amounts representing interest earned on the Trust Account (less taxes payable,~~458~~ if any),~~949~~ ~~consisting~~to complete our initial business combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations, if any, will depend on the amount of ~~money~~interest ~~market~~and ~~funds~~other ~~meeting~~income ~~certain~~earned ~~conditions~~on ~~under~~the ~~Rule~~amounts ~~2a-7~~held ~~under~~in the Trust Account. We expect the ~~Investment~~interest income earned on the amount in the Trust Account (if any) will be sufficient to pay any income ~~Company~~taxes. ~~Act~~To ofthe ~~1940~~extent that our equity or debt is used, in whole or in part, as ~~amended~~consideration ~~(the~~to ~~“Investment~~complete ~~Company~~our ~~Act”)~~initial business combination, the ~~which~~remaining ~~invest~~proceeds ~~only~~held in ~~direct~~the ~~U.S.~~Trust ~~government~~Account ~~treasury~~will ~~obligations~~be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023, we had cash of $199,839 held outside the Trust Account and a working capital deficit of $3,197,084. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.33

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable), to complete our initial business combination. We may withdraw interest income (if any) to pay income taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest income earned on the amount in the Trust Account (if any) will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

~~Subsequent to~~On ~~the period covered by this Quarterly Report, on~~ October 25, 2023, we issued an unsecured promissory note in the principal amount of up to $500,000 to our Sponsor (the “~~Sponsor~~October ~~Promissory~~ Note”), including with respect to certain loaned amounts outstanding from the Sponsor prior to the issuance of the ~~Sponsor~~October ~~Promissory~~ Note. The ~~Sponsor~~October ~~Promissory~~ Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which our initial business combination is consummated and (ii) the date that our winding up is effective. In the event that we do not consummate an initial business combination, the ~~Sponsor Promissory~~ October Note will be repaid only from amounts remaining outside of the Trust Account, if any. On August 21, 2023, September 27, 2023, and November 6, 2023, we drew $50,000, $250,000, and $200,000 from the ~~Sponsor~~October ~~Promissory~~ Note, respectively. As of ~~September~~March 3031, ~~2023~~2024, ~~the~~we ~~outstanding~~had a total outstanding balance ofunder ~~these~~the ~~loans was~~October Note of $~~300~~500,000, which has not yet been repaid as of ~~September~~March 3031, ~~2023~~2024.

InOn ~~connection~~January ~~with~~26, ~~the~~2024, ~~Company’s~~we ~~assessment of~~issued ~~going~~an ~~concern~~unsecured ~~considerations~~promissory note in ~~accordance with~~ the ~~Financial~~principal ~~Accounting~~amount ~~Standards~~of ~~Board’s~~up ~~Accounting~~to ~~Standards Update 2014-15~~$375, ~~Disclosures~~000 ofto ~~Uncertainties~~Srinath ~~about~~Narayanan an(our ~~Entity’s~~President ~~Ability~~and toChief ~~Continue~~Executive asOfficer) a(the ~~Going~~“January ~~Concern~~Note”), including ~~management~~with ~~has~~respect ~~determined~~to ~~that~~certain ifloaned ~~the~~amounts ~~Company is~~outstanding ~~unable~~from toMr. ~~complete~~Narayanan anprior ~~initial~~to ~~business~~the ~~combination~~issuance byof ~~May 2, 2024 (or~~ such ~~later~~note. ~~date~~The asJanuary ~~may~~Note ~~be approved by the Company’s shareholders~~bears atno ainterest ~~meeting~~and ~~called~~is ~~for~~due ~~such~~and ~~purpose~~payable atupon ~~which~~ the ~~Company’s~~earlier ~~shareholders~~to ~~will~~occur beof ~~given~~(i) the ~~opportunity~~date toon ~~have~~which ~~their~~our ~~Public~~initial ~~Shares redeemed~~business ~~for~~combination ais ~~pro~~consummated and ~~rata portion of the funds in the Trust Account~~(ii), ~~then~~ the ~~Company~~date ~~will~~that ~~cease~~our ~~all~~winding ~~operations~~up ~~except~~is ~~for the purpose of liquidating~~effective. In ~~addition,~~ the ~~cash~~event ~~held~~that ~~outside~~we ~~the~~do ~~Trust Account is~~ not ~~expected~~consummate toan beinitial ~~sufficient~~business ~~for~~combination, the ~~Company~~January Note towill ~~operate~~be ~~for~~repaid ~~the next~~only ~~12 months~~ from ~~the~~amounts ~~issuance~~remaining outside of the ~~condensed~~Trust ~~financial~~Account, ~~statements~~if any. ~~The~~On ~~expected~~January ~~liquidity concerns~~25, ~~date~~2024 ~~for mandatory liquidation~~ and ~~subsequent~~March ~~dissolution~~22, ~~raise~~2024, ~~substantial~~we ~~doubt~~drew $250,000 ~~about~~and ~~the~~$10,000 ~~Company’s ability to continue as a going concern within one year~~ from ~~the~~ ~~date that~~ the ~~condensed~~January ~~financial~~Note, ~~statements~~respectively. ~~are~~As ~~issued.~~of NoMarch ~~adjustments~~31, ~~have~~2024, ~~been~~we ~~made~~had toa ~~the~~total ~~carrying~~outstanding ~~amounts~~balance ofunder ~~assets~~the orJanuary ~~liabilities~~Note ~~should~~of ~~the~~$260,000, ~~Company~~which behas ~~unable~~not toyet ~~continue~~been repaid as aof ~~going~~March ~~concern~~31, 2024. ~~The~~Subsequently, ~~Company~~on ~~intends~~April to18, ~~complete~~2024, anwe ~~initial~~drew ~~business~~$81,000 ~~combination~~from ~~before~~ the ~~mandatory~~ ~~liquidation~~January ~~date or obtain approval for an extension~~Note.

~~Critical~~In ~~Accounting~~accordance ~~Policies~~with ASC 835-30, discounts to the principal amounts are included in the carrying value of the notes and ~~Estimates~~amortized to “Interest expense” over the remaining term of the underlying debt to the maturity date. During the three months ended March 31, 2024 and 2023, we recorded $7,842 and $0 of debt discount upon the draws under the notes, respectively. The discount is being amortized to interest expense over the term of the debt to the date that we had to complete a business combination at the time of the draw, of May 2, 2024. The carrying value of the promissory notes, net of discount are $252,158 and $0 as of March 31, 2024 and December 31, 2023, respectively. For the three months ended March 31, 2024 and 2023, the amortization of the discount resulted in interest expense of $5,281 and $0, respectively.

~~The~~Subsequent ~~preparation~~to ofthe ~~condensed~~period ~~financial~~covered ~~statements and~~by ~~related~~this ~~disclosures~~Quarterly Report, inon ~~conformity~~April ~~with~~23, ~~accounting~~2024 ~~principles~~and ~~generally~~April ~~accepted~~29, in2024, ~~the~~we ~~United~~received ~~States~~$200,000 ~~of America requires management to make estimates~~ and ~~assumptions~~$600,000, ~~that~~respectively, ~~affect~~in ~~the~~proceeds ~~reported~~from ~~amounts~~an ofunaffiliated ~~assets~~third party. ~~and liabilities~~We, ~~disclosure~~our ofSponsor ~~contingent assets~~ and ~~liabilities at~~such ~~the~~third ~~date~~party ofexpect ~~the~~to ~~condensed~~negotiate ~~financial~~and ~~statements,~~execute ~~and~~definitive ~~income~~documentation ~~and~~with ~~expenses~~respect ~~during~~to the ~~periods~~repayment ~~reported~~of such funds. ~~Actual~~As ~~results~~of ~~could~~the ~~materially differ~~date ~~from~~of ~~those~~this ~~estimates.~~Quarterly WeReport, we have ~~identified~~used ~~the~~$365,157 ~~following~~of ~~critical~~these ~~accounting policies:~~funds.

~~Ordinary~~Subsequent to ~~Shares~~the ~~Subject~~period covered by this Quarterly Report, on May 2, 2024, we issued an unsecured promissory note in the principal amount of up to $225,000 ~~Possible~~to ~~Redemption~~our Sponsor to be drawn down in connection with the Contributions (the “Contributions Note”), including with respect to certain loaned amounts outstanding from our Sponsor prior to the issuance of such note. The Contributions Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which our initial business combination is consummated and (ii) the date that our winding up is effective. In the event that we do not consummate an initial business combination, the Contributions Note will be repaid only from amounts remaining outside of the Trust Account, if any. On each of May 3, 2024 and June 3, 2024, a Contribution from our Sponsor was deposited into the Trust Account and, accordingly, we drew $75,000 on each such date from the Contributions Note. Such Contributions were initiated by our Sponsor prior to the respective Contribution Dates and, therefore, we have continued to operate and pursue the consummation of our initial business combination.

~~All~~In ofconnection ~~the~~with ~~26,377,660~~our ~~Class~~assessment Aof ~~ordinary~~going ~~shares~~concern ~~sold~~considerations asin ~~part~~accordance ofwith the ~~Units~~Financial inAccounting ~~the~~Standards ~~Initial~~Board’s ~~Public~~(the ~~Offering~~“FASB”) ~~and~~Accounting ~~the~~Standards ~~partial~~Update (“ASU”) ~~exercise~~2014-15, Disclosures of ~~the~~Uncertainties ~~over-allotment~~about ~~option~~an ~~contain~~Entity’s Ability to Continue as a ~~redemption~~Going ~~feature~~Concern, management has ~~which~~determined ~~allows~~that if we are unable to complete an initial business combination by August 2, 2024 (or such later date as may be approved by our shareholders at a meeting called for such purpose at which our shareholders will be given the ~~redemption~~opportunity ofto ~~such~~have ~~Public~~their Public Shares inredeemed ~~connection~~for ~~with~~a pro rata portion of the ~~Company’s~~funds ~~liquidation~~in the Trust Account), ifthen ~~there~~we iswill acease ~~shareholder~~all ~~vote~~operations except for the purpose orof ~~tender~~liquidating. ~~offer~~In inaddition, ~~connection~~the ~~with~~cash anheld ~~initial~~outside ~~business~~the ~~combination~~Trust ~~and~~Account inis ~~connection~~not ~~with~~expected ~~certain~~to ~~amendments~~be sufficient for us to operate for the ~~Articles~~next 12 months from the issuance of the financial statements. InThe ~~accordance with~~expected ~~ASC~~liquidity ~~480-10-S99~~concerns, ~~redemption~~date ~~provisions~~for ~~not~~mandatory ~~solely~~liquidation and subsequent dissolution, raise substantial doubt about our ability to continue as a going concern within one year from the ~~control~~date ofthat the ~~Company~~financial ~~require~~statements ~~ordinary~~are issued. ~~shares~~No ~~subject~~adjustments tohave ~~redemption~~ been made to bethe ~~classified~~carrying ~~outside~~amounts of ~~permanent~~assets ~~equity~~or liabilities should we be unable to continue as a going concern. We ~~Therefore,~~intend ~~all~~to ~~Public~~complete ~~Shares~~an ~~have~~initial ~~been~~business ~~classified~~combination ~~outside~~before ofthe ~~permanent~~mandatory ~~equity~~liquidation date or obtain approval for an extension.

2634

~~The~~Critical ~~Company~~Accounting recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of September 30, 2023 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $8,263,840 as of September 30, 2023.Policies

Class A Ordinary Shares Subject to Possible Redemption

All of the 26,377,660 Class A ordinary shares sold as part of the Units in the Initial Public Offering and the partial exercise of the over-allotment option contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with an initial business combination and in connection with certain amendments to the Articles. In accordance with ASC 480-10-S99, redemption provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity, except 6,594,414 Founder Shares that were converted from Class B ordinary shares into 6,594,414 Class A ordinary shares in August 2023.

We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of March 31, 2024 increased as the income earned on the Trust Account exceeds our expected dissolution expenses (up to $100,000). As such, we recorded an increase in the carrying amount of the redeemable ordinary shares of $1,511,254 for the three months ended March 31, 2024.

Net (Loss) Income Per Ordinary Share

Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net (loss) income per share as the redemption value approximates fair value. Therefore, the net (loss) income per share calculation allocates income and losses shared pro rata between Class A ordinary shares ~~and~~ and Class B ordinary shares. As a result, the calculated net (loss) income per share is the same for Class A ordinary shares and Class B ordinary shares. ~~The~~We ~~Company~~have ~~has~~ not considered the effect of the warrants sold in the Initial Public Offering, the partial exercise of the over-allotment option and private placements to purchase an aggregate of 21,614,362 shares in the calculation of diluted net (loss) income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net (loss) income per share is the same as basic income per share for the periods presented.

Derivative Financial Instruments

~~The~~We ~~Company~~evaluate ~~evaluates~~our ~~its~~ financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative instruments are classified in the ~~condensed~~ balance ~~sheets~~sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates:

Derivative Financial Instruments

We estimate the volatility of our ordinary shares based on a back-solve lattice model which adjusts the trading price of the Public Warrants for the estimated probability of completing our initial business combination. However, since the back-solve lattice model did not produce a meaningful volatility for the Private Placement Warrants as of March 31, 2024 and December 31, 2023, the fair value of the Private Placement Warrants was set equal to the fair value of the Public Warrants. The fair value of the Private Placement Warrants was $0.15 and $0.043 per warrant as of March 31, 2024 and December 31, 2023, respectively.

The model used to estimate the fair value of the derivative liability for the forward purchase agreement was based on the assumption that the forward purchase securities were equivalent to our Units and determined, on a per unit basis, as the price of our Units less the present value of the contractually stipulated forward price of $10.00.

Recent Accounting Standards

~~Management~~In ~~does~~December ~~not~~2023, ~~believe~~the ~~that~~FASB ~~any~~issued ~~recently~~ASU 2023-09, ~~issued~~Income Taxes (Topic 740): Improvements to Income Tax Disclosures, ~~but~~which ~~not~~requires ~~yet~~disaggregated information about a reporting entity’s effective, ~~accounting~~tax ~~standards~~rate reconciliation, ifas ~~currently~~well ~~adopted,~~as ~~would~~information ~~have~~related ato ~~material~~income ~~effect~~taxes onpaid to enhance the ~~Company’s~~transparency ~~condensed~~and decision usefulness ~~financial~~of ~~statements~~income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. We are currently evaluating the timing and impacts of adoption of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Off-Balance Sheet Arrangements

As of ~~September 30~~March 31, ~~2023~~2024 and December 31, ~~2022~~ 2023, we did not have any off-balance sheet arrangements.

Commitments and Contractual Obligations

Office Space and Administrative Support

We have an agreement to pay EWI Capital SPAC I LLC, which is an affiliate of ~~our~~Mr. ~~Chief~~Narayanan ~~Executive Officer~~ and a member of the Sponsor (“EWI”), a monthly fee of $30,000 for office ~~space~~ space and administrative support. We began incurring these fees on October 29, 2021 and will continue to incur these fees monthly until ~~the~~ the earlier of the completion of the initial business combination or our liquidation.

Forward Purchase Agreement

Pursuant to a forward purchase agreement entered into in connection with the Initial Public Offering, EWI ~~has~~ subscribed to purchase up to 2,000,000 units for $10.00 per unit, or up to $20,000,000, in a private placement to close substantially concurrently with the closing of our initial business combination. ~~Subsequent to~~On ~~the period covered by this Quarterly Report, on~~ October 2, 2023, we mutually agreed with EWI to terminate the forward purchase agreement.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement ~~signed~~entered oninto at the ~~effective~~time ~~date~~ of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that ~~the~~we ~~Company~~ register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of an initial business combination. ~~The~~We ~~Company~~have also ~~will~~granted ~~bear~~such registration rights to the ~~expenses~~holders ~~incurred~~of inPost-Combination ~~connection~~Shares ~~with~~that ~~the~~may ~~filing~~be ofissued ~~any~~pursuant ~~such~~to ~~registration~~the ~~statements.~~First ~~Pursuant~~Extension toNon-Redemption ~~the~~Agreements ~~forward~~and ~~purchase~~certain ~~agreement~~other ~~with~~registration ~~EWI,~~rights wein ~~have~~respect ~~agreed~~of any Replacement Shares that may be issued pursuant to the ~~forward~~Backstop ~~purchase~~Non-Redemption Agreements. ~~securities~~We will bebear ~~entitled~~the toexpenses ~~registration~~incurred ~~rights~~in ~~pursuant to~~connection with the ~~registration~~filing ~~rights~~of ~~agreement~~any such registration statements.

Underwriting Agreement and Deferred Fees

The underwriters of the Initial Public Offering were entitled to a deferred fee of $9,232,181 that would become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete our initial business combination, subject to the terms of the underwriting agreement. ~~Pursuant~~On ~~to the Deferred Fee Waivers, on~~ April 17, 2023 and April 27, 2023, pursuant to the Deferred Fee Waivers, the underwriters of the Initial Public Offering ~~have~~gratuitously waived their ~~rights~~ rights to 100% of ~~the~~such deferred fee.

Certain Vendor Agreements

On September 22, 2021, we entered into a financial advisory agreement with J. Wood Capital Advisors LLC (“J. Wood”) for services to be rendered in connection with the Initial Public Offering, pursuant to which we would pay J. Wood certain fees upon consummation of the Initial Public Offering and our initial business combination. We paid J. Wood a total of $369,287 upon consummation of the Initial Public Offering, and a total of approximately $1,200,184 was to be paid upon consummation of our initial business combination (the “J. Wood Deferred Fee”). Following the Deferred Fee Waivers, and pursuant to a letter agreement dated April 3, 2024, we agreed with J. Wood that (i) the J. Wood Deferred Fee would be deemed waived effective upon the date of the Deferred Fee Waivers and (ii) fees for any financial advisory services provided by J. Wood after the Initial Public Offering will be paid only upon consummation of our initial business combination, up to maximum of $1,200,000.

On September 28, 2021, we entered into a financial advisory agreement with Private D Capital Group Corp (“Private D”) for services to be rendered in connection with the Initial Public Offering, pursuant to which we would pay Private D certain fees upon consummation of the Initial Public Offering and our initial business combination. We paid Private D a total of $158,266 upon consummation of the Initial Public Offering, and a total of approximately $1,107,862 was to be paid upon consummation of our initial business combination (the “Private D Deferred Fee”). Pursuant to a letter agreement dated April 3, 2024, we agreed with Private D that (i) the Private D Deferred Fee would be deemed waived effective upon the date of the Deferred Fee Waivers and (ii) fees for any financial advisory services provided by Private D after the Initial Public Offering will be satisfied by 250,000 Class A ordinary shares (or equivalent securities of the post-combination company) to be delivered to Private D in connection with, and only upon consummation of, our initial business combination.

On August 18, 2022, we entered into an agreement with a legal advisor for services in connection with the consummation of our initial business combination, pursuant to which €25,000 were paid to such advisor for services rendered. On April 30, 2023, any outstanding obligations under such agreement were assumed by Heramba.

On August 24, 2022, we entered into an agreement with a consultant for services in connection with the consummation of our initial business combination, pursuant to which $25,000 were paid to such consultant for services rendered. In August 2023, such agreement was terminated.

On May 22, 2023, we engaged Piper Sandler & Co. (“Piper”) as our M&A financial advisor in connection with the Proposed Business Combination. The fee due to Piper for such services consists of a fixed portion and a variable portion contingent upon certain future events, which fee will be no less than $3,500,000 and due only if the Proposed Business Combination is consummated.

On July 20, 2023, we engaged Cohen & Company Capital Markets, a division of JVB Financial, LLC (“Cohen”), as our capital markets advisor in connection with the First Extension and our initial business combination, and as PIPE placement agent in connection with our initial business combination. The fee due to Cohen for such services consists of a fixed portion and a variable portion contingent upon certain future events, which fee will be no less than $750,000 and due only if our initial business combination is consummated.

Non-Redemption Agreements

Pursuant to the First Extension Non-Redemption Agreements entered into on and after July 25, 2023, we have agreed to issue or cause to be issued to such investors party thereto an aggregate of 1,645,596 Post-Combination Shares. In addition, we have agreed that we will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of Public Shares~~, including in connection with the Extension, an initial business combination or our liquidation~~.

~~Promissory~~Pursuant ~~Note~~to the Backstop Non-Redemption ~~Related~~Agreements entered ~~Party~~into on April 30, 2024, we have agreed to pay or cause to be paid to the Backstop Investors, upon consummation of the Proposed Business Combination, a payment in respect of the Backstop Investor Shares held by the Backstop Investors at the Closing of the Proposed Business Combination, from cash released from the Trust Account, equal to such number of Backstop Investor Shares multiplied by the Redemption Price. Additionally, if a Backstop Investor is unable to purchase the applicable amount of Backstop Investor Shares pursuant to its respective Backstop Non-Redemption Agreement, then we will issue Replacement Shares to such Backstop Investor in an amount equal to the difference between the Share Cap and the number of Backstop Investor Shares acquired by the Backstop Investor. We will have no obligation to issue or cause the issuance of any Replacement Shares if the Closing does not occur.

~~We issued the Sponsor~~ Promissory ~~Note~~Notes in- ~~the~~Related principal amount of up to $500,000 to our Sponsor, including with respect to certain loaned amounts outstanding from the Sponsor prior to the issuance of the Sponsor Promissory Note. The Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the date that our winding up is effective. In the event that we do not consummate an initial business combination, the Sponsor Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any.Party

On October 25, 2023, January 26, 2024 and May 2, 2024, we issued the October Note, the January Note and the Contributions Note, respectively. Each such note accrues no interest on the unpaid principal balance and is due on the earlier of (i) the date on which we consummate an initial business combination and (ii) the date that our winding up is effective. In the event that we do not consummate an initial business combination, such notes will be repaid only from amounts remaining outside of the Trust Account, if any.

Proposed Business Combination

We have entered into the Business Combination Agreement and the Sponsor Support Agreement in connection with the Proposed Business Combination, as described above.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our ~~condensed~~ financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company ~~effective~~ effective dates.

As an “emerging growth company,” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the ~~condensed~~ financial statements (auditor ~~discussion~~ discussion and analysis), and (iv) disclose comparisons of the chief executive officer’s compensation to median employee compensation. ~~These~~ These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until we otherwise no ~~longer~~ longer qualify as an “emerging growth company.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September~~March 3031, ~~2023~~2024. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this Quarterly Report our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting described below.

Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, management has concluded that, notwithstanding the material weakness described below, the financial statements included in this Quarterly Report fairly present, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for the periods presented, in conformity with U.S. GAAP.

Material Weakness and Management’s Remediation Measures

We have identified a material weakness in our internal control over financial reporting that existed as of December 31, 2023. A material weakness is a deficiency, or combination of deficiencies, in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis. We identified a material weakness in our internal control over financial reporting that existed due to a lack of formal review controls, as required by COSO principles, over the accounting for complex financial instruments, to achieve complete, accurate and timely financial accounting, reporting and disclosures, resulting in adjustments to several accounts and disclosures.

Management is committed to maintaining a strong internal control environment. In response to the identified material weakness in the overall control environment, management has identified remediation actions to implement going forward. We have commenced our remediation efforts by taking the following steps:

●

Implement a more thorough second level review process over financial statements, including any new significant events.

●

Implement a more thorough process whereby management conducts meetings with those responsible for preparation of the financial statements and disclosures prior to the start of the quarter and prior to the start of the quarter-close procedures to ensure accurate recording for the accounting impact of the agreements.

We will continue to review and improve our internal controls over financial reporting to address the underlying causes of the material weakness and control deficiencies. The material weakness will not be remediated until our remediation plan has been fully implemented, and we have concluded that our internal controls are operating effectively for a sufficient period of time. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control Over Financial Reporting

~~There~~Except for the material weakness and the remediation efforts described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2838

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our most recent Annual Report on Form 10-K filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. Except as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~ ~~filed~~2023 filed with the SEC on April 717, ~~2023~~2024. For information regarding risk factors related to the Proposed Business Combination, see the “Risk Factors” section of the Form F-4 and the definitive proxy statement/prospectus filed in connection therewith.

IfThe wecompleted ~~seek~~redemptions ~~shareholder~~of ~~approval~~Public ofShares ~~our~~in ~~initial~~connection ~~business~~with ~~combination~~the First Extension and the Second Extension, ~~our~~and ~~initial~~the ability of our public shareholders, ~~officers~~to ~~and~~exercise ~~directors~~redemption ~~have~~rights ~~agreed~~with respect to ~~vote in~~a ~~favor~~large number of ~~such~~Public Shares in connection with our initial business combination, could ~~regardless~~increase ofthe ~~how~~probability that our ~~public~~initial ~~shareholders~~business ~~vote~~combination would not be consummated and that you would have to wait for liquidation in order to redeem your Public Shares.

InWe paid ~~connection~~approximately ~~with~~$161.3 million and $45.8 million out of the ~~Extension,~~Trust weAccount ~~redeemed~~to ~~15,498,302~~shareholders that tendered their Public Shares ~~tendered~~ for redemption byin ~~our~~connection ~~public~~with ~~shareholders,~~the First Extension and ~~10,879,358 Public~~the ~~Shares~~Second ~~remain~~Extension, ~~outstanding~~respectively. ~~Our~~After ~~initial~~the ~~shareholders~~satisfaction of such redemption payments, ~~directors~~the ~~and~~balance ~~officers~~in ~~collectively~~the ~~hold~~Trust Account was approximately $72.2 million and 6,~~594~~652,~~415~~787 ~~Founder~~Public Shares, ~~representing approximately~~remain 37outstanding.7% If of our ~~issued~~public ~~and~~shareholders ~~outstanding~~exercise ~~ordinary~~redemption ~~shares.~~rights ~~The~~with ~~Articles~~respect ~~provide~~to ~~that,~~a iflarge wenumber ~~seek~~of ~~shareholder~~Public ~~approval~~Shares ofin anconnection ~~initial business~~with ~~combination,~~our ~~such~~ initial business combination, ~~will~~there bemay ~~approved~~not ifbe wesufficient ~~receive~~funds in the ~~affirmative~~Trust ~~vote~~Account ofto aenable ~~majority~~us ofto ~~the~~consummate ~~shares voted~~our atinitial ~~such~~business ~~meeting~~combination. Additionally, the ~~including~~combined ~~the~~company ~~Founder~~may ~~Shares.~~not Asmeet athe ~~result,~~initial inor ~~addition~~continued tolisting ~~the~~requirements ~~Founder~~of ~~Shares,~~Nasdaq we(or ~~would~~another ~~need~~national ~~2,142,472~~securities ~~Public~~exchange) ~~Shares,~~ or have ~~approximately~~sufficient ~~19.7%~~funds ofto ~~the~~support ~~Public~~its ~~Shares~~operations ~~currently~~without ~~issued~~additional ~~and~~third-party ~~outstanding~~financing, ~~(assuming~~which ~~all~~may ~~issued~~be ~~and~~unavailable ~~outstanding~~on ~~shares~~acceptable ~~are voted),~~terms or noat ~~Public~~all. ~~Shares~~If ~~(assuming~~our ~~only~~initial ~~the~~business ~~minimum~~combination ~~number~~is ofunsuccessful, ~~shares~~you ~~representing~~would anot ~~quorum~~receive ~~are~~your pro ~~voted)~~rata portion toof bethe ~~voted~~Trust Account inuntil ~~favor~~we ofliquidate anthe ~~initial~~Trust ~~business combination~~Account. inIf ~~order~~you toare ~~have~~in ~~such~~need ~~initial~~of ~~business~~immediate ~~combination approved. Accordingly~~liquidity, ifyou wecould ~~seek~~attempt ~~shareholder~~to ~~approval~~sell ofyour ~~our~~shares ~~initial~~in the ~~business~~open ~~combination~~market; however, ~~the~~at ~~agreement~~such bytime our ~~initial~~shares ~~shareholders,~~may ~~officers~~trade ~~and~~at ~~directors~~a discount to ~~vote~~the pro inrata amount ~~favor~~per ofshare ~~our~~in ~~initial~~the ~~business~~Trust ~~combination~~Account. ~~will~~In ~~increase~~either ~~the~~situation, ~~likelihood~~you ~~that~~may wesuffer ~~will~~a ~~receive~~material ~~the~~loss ~~requisite~~on ~~shareholder~~your ~~approval~~investment ~~for~~or ~~such~~lose ~~initial~~the ~~business~~benefit ~~combination~~of ~~and~~funds ~~may~~expected ~~result~~ in ~~the~~connection ~~approval~~with ofour anredemption until ~~initial~~we ~~business~~liquidate ~~combination~~or ~~even~~you ifare noable ~~Public~~to ~~Shares~~sell ~~are~~your ~~voted~~shares in ~~favor~~the ofopen ~~such initial business combination~~market.

~~The~~A ~~ability~~new of1% ~~our~~U.S. ~~public~~federal ~~shareholders~~excise totax ~~exercise~~could ~~redemption~~be ~~rights~~imposed ~~with~~on ~~respect~~us toin aconnection ~~large~~with ~~number~~redemptions by us of our ~~Public Shares~~shares, ~~and~~including ~~the completed redemptions of Public Shares~~ in connection with the First Extension, ~~could~~and ~~increase~~ the ~~probability~~Second ~~that our initial business combination would not be consummated and that you would have to wait for liquidation in order to redeem your Public Shares~~Extension.

~~If our~~On ~~business~~August ~~combination~~16, ~~agreement~~2022, ~~requires~~the usIR toAct ~~use~~was asigned ~~portion~~into federal oflaw. ~~the~~The ~~cash~~IR inAct ~~the~~provides ~~Trust~~for, ~~Account~~among toother ~~pay the purchase price~~things, ~~or requires us to have~~ a ~~minimum~~new ~~amount~~U.S. offederal ~~cash~~1% atexcise ~~closing,~~tax ~~the~~on ~~probability~~certain ~~that~~repurchases ~~our~~(including ~~initial~~redemptions) of ~~business~~stock ~~combination~~by ~~would~~publicly ~~not~~traded ~~be consummated is increased~~U. ~~This~~S. ~~risk~~domestic ~~may~~corporations beand ~~increasingly~~certain ~~prevalent~~U.S. ~~given~~domestic ~~recent~~subsidiaries ~~high levels~~ of ~~redemptions~~publicly ~~among~~traded ~~other~~foreign ~~special purpose acquisition companies (“SPACs”)~~corporations ~~seeking~~occurring ~~shareholder~~on ~~approval of certain charter amendments~~ or ~~completing~~after ~~their~~January ~~initial~~1, ~~business combinations~~2023. ~~This~~The ~~risk~~excise tax is ~~magnified because~~imposed weon ~~paid~~the ~~approximately~~repurchasing ~~$161.3~~corporation ~~million~~itself, ~~out~~not ofits ~~the Trust Account to~~ shareholders ~~that~~from ~~tendered their Public Shares for redemption~~which inshares ~~connection~~are ~~with the Extension~~repurchased. IfThe ~~our~~amount ~~initial~~of ~~business~~the ~~combination~~excise tax is ~~unsuccessful,~~generally ~~you~~1% ~~would~~of ~~not~~the ~~receive~~fair ~~your pro~~market ~~rata portion~~ value of the ~~Trust~~shares ~~Account~~repurchased ~~until~~at wethe ~~liquidate~~time of the ~~Trust Account~~repurchase. IfHowever, ~~you~~for ~~are~~purposes inof ~~need~~calculating ofthe ~~immediate~~excise ~~liquidity~~tax, ~~you~~repurchasing ~~could~~corporations ~~attempt~~are permitted to ~~sell~~net ~~your shares in~~ the ~~open~~fair market; ~~however,~~value of atcertain ~~such~~new ~~time~~stock ~~our~~issuances ~~shares~~against ~~may~~the ~~trade~~fair atmarket avalue ~~discount~~of tostock ~~the pro~~repurchases ~~rata amount~~during ~~per share in~~ the ~~Trust~~same ~~Account~~taxable year. In ~~either situation~~addition, ~~you~~certain ~~may~~exceptions apply ~~suffer~~to athe ~~material~~excise ~~loss~~tax. onThe ~~your~~U.S. ~~investment~~Department orof ~~lose~~the Treasury (the ~~benefit~~“Treasury”) ofhas ~~funds~~been ~~expected~~given ~~in connection~~authority ~~with~~to ~~our~~provide ~~redemption~~regulations and ~~until~~other weguidance ~~liquidate~~to orcarry ~~you~~out ~~are~~and ~~able~~prevent tothe ~~sell~~abuse ~~your~~or ~~shares~~avoidance inof the ~~open~~excise ~~market~~tax.

AOn December 27, 2022, the Treasury released Notice ~~new~~2023-2, 1%which ~~U.S.~~provided ~~federal~~taxpayers with interim guidance on the excise tax ~~could~~to be ~~imposed~~relied upon until the Internal Revenue Service issued proposed Treasury regulations on ussuch matter. Notice 2023-2 included as one of its exceptions to the excise tax a distribution in ~~connection~~complete ~~with~~liquidation of ~~redemptions~~a by“covered corporation”, to which Sec. 331 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), usapplies (so long as Sec. 332(a) of ~~our~~the ~~shares~~Code also does not also apply). On April 9, ~~including~~2024, the Treasury published proposed regulations that would provide new guidance concerning the excise tax. Although the regulations are not final, taxpayers may generally rely upon such proposed regulations until final regulations are issued. The proposed regulations clarify that certain distributions in ~~connection~~complete ~~with~~liquidation or pursuant to a resolution or plan of dissolution generally are not repurchases that would be subject to the ~~Extension~~excise tax. In addition, certain redemptions that occur in the same taxable year as a complete liquidation is completed or in which a dissolution occurs would generally be exempt from such excise tax.

On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.39

29Although we were incorporated in the Cayman Islands and currently are not a “covered corporation”, there is a possibility that we may acquire a U.S. domestic corporation, redomicile as a U.S. domestic corporation or engage in a transaction in which a U.S. domestic corporation becomes our parent or affiliate. Although it remains uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of the Public Shares after December 31, 2022 if we were to become a “covered corporation” in the future, including any redemptions in connection with the First Extension or the Second Extension, our initial business combination or in the event we do not consummate our initial business combination by August 2, 2024, we would not expect the excise tax to apply to redemptions of Public Shares that occur during a taxable year in which we completely liquidate under Sec. 331 of the Code.

OnIf we were to become a “covered corporation” ~~December 27,~~in ~~2022~~the future, ~~the~~there ~~Treasury~~is ~~released~~a ~~Notice~~possibility ~~2023-2,~~that ~~which~~any ~~provides~~redemption ~~taxpayers~~or ~~with~~other ~~interim~~repurchase ~~guidance~~that onoccurs after December 31, 2022 may be subject to the excise tax, ~~that~~including ~~may~~in beconnection ~~relied~~with ~~upon~~our ~~until~~initial business combination, certain amendments to the ~~Internal~~Articles ~~Revenue~~(including ~~Service~~in ~~issues~~connection with ~~proposed~~the ~~Treasury~~First ~~regulations~~Extension onor ~~such~~the ~~matter~~Second Extension) or otherwise. ~~Notice 2023-2~~Whether ~~includes~~and asto ~~one~~what ofextent ~~its~~we ~~exceptions~~would be subject to the excise tax would depend on a ~~distribution~~number inof ~~complete~~factors, ~~liquidation~~including (i) the fair market value of athe ~~“covered~~redemptions ~~corporation”,~~and repurchases in connection with the initial business combination, certain amendments to ~~which~~the ~~Sec.~~Articles ~~331~~(including ofin connection with the ~~U.S.~~First ~~Internal~~Extension ~~Revenue~~or ~~Code~~the ofSecond ~~1986~~Extension) or otherwise, (ii) asthe ~~amended~~structure of the initial business combination, (iii) the nature and amount of any “~~Code~~PIPE”), ~~applies~~or other equity issuances in connection with the initial business combination (soor ~~long~~otherwise asissued ~~Sec.~~not ~~332~~in connection with the initial business combination but issued within the same taxable year of the initial business combination) and (aiv) the content of regulations and other guidance from the Treasury. In addition, because the ~~Code~~excise ~~also~~tax ~~does~~would be payable by the corporation and not ~~also~~by ~~apply)~~the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. However, we have agreed that we will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of Public Shares. The foregoing could cause a reduction in the cash available on hand to complete our initial business combination and in our ability to complete our initial business combination.

~~Although we~~Item ~~were incorporated in the Cayman Islands and are currently not a “covered corporation”, there is a possibility that we may acquire a U~~2.S. ~~domestic~~Unregistered ~~corporation,~~Sales ~~redomicile~~of asEquity aSecurities ~~U.S. domestic corporation or engage in a transaction in which a U.S. domestic corporation becomes our parent or our affiliate. Although it remains uncertain whether,~~ and~~/or~~ toUse ~~what extent, the excise tax could apply to any redemptions~~ of our Public Shares after December 31, 2022 if we were to become a “covered corporation” in the future, including any redemptions in connection with the Extension, our initial business combination or in the event we do not consummate our initial business combination by May 2, 2024, we would not expect the excise tax to apply to redemptions of our Public Shares that occur during a taxable year in which we completely liquidate under Sec. 331 of the Code.Proceeds

~~If we~~On ~~were~~January to26, ~~become~~2024, awe ~~“covered~~issued ~~corporation” in~~ the ~~future,~~January ~~there is a possibility that any redemption or other repurchase that~~Note ~~occurs~~in ~~after~~the ~~December 31,~~principal ~~2022~~amount ~~may~~of beup ~~subject~~ to ~~the excise tax~~$375,000 ~~including~~to inMr. ~~connection~~Narayanan. ~~with~~The ~~our~~January ~~initial~~Note ~~business~~accrues ~~combination, certain~~no ~~amendments~~interest toon the ~~Articles~~unpaid ~~(including~~principal inbalance ~~connection with the Extension) or otherwise. Whether~~ and ~~to what extent we would be~~is ~~subject~~due toon the ~~excise~~earlier ~~tax would depend on a number~~ of ~~factors, including~~ (i) ~~the~~ ~~fair market value of~~ the ~~redemptions~~date ~~and~~on ~~repurchases in~~which ~~connection~~we ~~with~~consummate ~~the~~an initial business combination, ~~certain~~and ~~amendments to the Articles~~ (~~including in connection with the Extension) or otherwise, (~~ii) ~~the~~ ~~structure of~~ the ~~initial~~date ~~business~~that ~~combination,~~our ~~(iii) the~~winding ~~nature~~up ~~and~~is ~~amount of any “PIPE”~~effective. orIn ~~other equity issuances in connection with~~ the ~~initial~~event ~~business~~that ~~combination~~we ~~(or~~do ~~otherwise issued~~ not inconsummate ~~connection~~an ~~with the~~ initial ~~business~~ ~~combination but issued within the same taxable year of the initial~~ business combination~~) and (iv) the content of regulations and other guidance from the Treasury. In addition~~, ~~because~~ the ~~excise~~January ~~tax~~Note ~~would~~will be ~~payable~~repaid byonly ~~the~~from ~~corporation~~amounts ~~and~~remaining ~~not by the redeeming~~outside ~~holder, the mechanics~~ of ~~any required payment of~~ the ~~excise tax have not been determined. However, we have agreed that we will not utilize any funds from the~~ Trust Account, toif ~~pay~~ any. ~~potential~~The ~~excise~~issuance ~~taxes~~of ~~that~~the ~~may~~January ~~become~~Note ~~due~~was made pursuant to the IRexemption ~~Act~~from ~~upon~~registration acontained ~~redemption of Public Shares, including~~ in ~~connection with the Extension, an initial business combination or our liquidation. The foregoing could cause~~ Section 4(a)(2) ~~reduction in~~of the ~~cash~~Securities ~~available on hand to complete our initial business combination and in our ability to complete our initial business combination~~Act.

~~Changes in~~For ~~laws~~a ordescription ~~regulations,~~of orthe inuse ~~how~~of ~~such~~the ~~laws~~proceeds orgenerated in ~~regulations~~the ~~are~~Initial ~~interpreted~~Public ~~or applied~~Offering, orincluding athe ~~failure~~effects toof ~~comply~~the ~~with~~Deferred ~~any~~Fee ~~laws~~Waivers, ~~regulations, interpretations~~the orFirst ~~applications,~~Extension ~~may~~and ~~adversely~~the ~~affect~~Second ~~our~~Extension, ~~business~~and the Contributions, ~~including~~see ~~our~~Part ~~ability~~I, toItem ~~negotiate~~2 ~~and~~of ~~complete~~this ~~our~~Quarterly ~~initial~~Report. ~~business combination,~~The specific investments ~~and~~in ~~results~~the ofTrust ~~operations~~Account may change from time to time.

~~We are~~Item ~~subject to laws and regulations, and interpretations and applications of such laws and regulations, enacted by national, regional and local governments~~3. InDefaults ~~particular,~~Upon weSenior are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations, and interpretations and applications of such laws and regulations, may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, investments and results of operations.Securities

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide a safe harbor for such companies from the definition of “investment company” under the Investment Company Act, provided certain criteria are satisfiedNone. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.

~~The need~~Item ~~for compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an earlier time than we might otherwise choose~~4. ~~Were~~Mine weSafety to liquidate the Company, our shareholders would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.Disclosures

30Not applicable.

~~If we~~Item ~~are~~5. ~~deemed~~Other to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.Information

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, and it is possible that a claim could be made that we have been operating as an unregistered investment companyNone. If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial business combination and instead to liquidate. If we are required to liquidate, our shareholders would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

If we instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of an initial business combination or our liquidation, we may be able to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act. Following the liquidation of securities in the Trust Account, we may receive minimal interest, if any, on the funds held in the Trust Account, which may reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.40

~~The funds~~Item ~~in the Trust Account have, since the Initial Public Offering, been held only in U~~6.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (or in an interest-bearing demand deposit account) at a national bank until the earlier of consummation of an initial business combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account, we may receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash may reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.Exhibits

The ~~longer~~ ~~that~~following ~~the~~exhibits ~~funds in the Trust Account~~ are ~~held~~filed inas ~~short-term~~part ~~U.S.~~of, ~~government treasury obligations~~ or ~~in money market funds invested~~ ~~exclusively~~incorporated inby ~~such~~reference ~~securities~~into, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in cash (or in an interest-bearing demand deposit account) at a national bank, which may further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company. As of the date of this Quarterly Report~~, we have not yet made any such determination to liquidate the securities held in the Trust Account~~.

Were we considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

Exhibit No.		Description
3.1⁽¹⁾		Amended and Restated Memorandum and Articles of Association
3.2⁽²⁾		Amendments to the Amended and Restated Memorandum and Articles of Association, effective as of August 1, 2023
3.2⁽³⁾		Amendments to the Amended and Restated Memorandum and Articles of Association, effective as of April 29, 2024
10.1⁽⁴⁾		Promissory Note issued in favor of Srinath Narayanan, dated January 26, 2024
10.2⁽³⁾		Promissory Note issued in favor of Smilodon Capital, LLC, dated May 2, 2024
10.3⁽³⁾		Form of Non-Redemption Agreement
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~Certain federally~~* ~~licensed~~Filed ~~businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership~~herewith. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Were we considered to be a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If a potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial business combination with such business. In addition, if a potential initial business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

31** Furnished.

~~If CFIUS~~(1) ~~has~~Previously ~~jurisdiction~~filed ~~over~~as ~~our~~an ~~initial~~exhibit ~~business combination, CFIUS may decide~~ to ~~block or delay~~ our ~~initial~~Current ~~business~~Report ~~combination,~~on ~~impose conditions~~Form to8-K ~~mitigate~~filed ~~national~~on ~~security~~November concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. If we were considered to be a “foreign person2,” ~~the~~2021 ~~foreign ownership limitations,~~ and ~~the~~incorporated ~~potential~~by ~~impact~~reference of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholdersherein. As a result, in such circumstances, the pool of potential targets with which we could complete an initial business combination could be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar foreign ownership issues.

~~Moreover, the~~(2) ~~process~~Previously offiled ~~government~~as ~~review,~~an ~~whether~~exhibit ~~by CFIUS or otherwise, could be lengthy. Because we have only a limited time~~ to ~~complete~~ our ~~initial~~ ~~business~~Current ~~combination,~~Report ~~our~~on ~~failure~~Form to8-K ~~obtain~~filed ~~any~~on ~~required~~August ~~approvals within the requisite time period may require us to liquidate. If we liquidate~~4, ~~our~~2023 ~~public shareholders may only receive $10.00 per share,~~ and ~~our~~incorporated ~~warrants~~by ~~will~~reference ~~expire worthless~~herein. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

~~Recent increases~~(3) inPreviously ~~inflation~~filed ~~and~~as ~~interest~~an ~~rates~~exhibit into ~~the~~our ~~United~~Current ~~States~~Report ~~and~~on ~~elsewhere~~Form ~~could~~8-K ~~make~~filed iton ~~more~~May ~~difficult~~3, ~~for~~2024 usand toincorporated ~~complete~~by ~~our~~reference ~~initial business combination~~herein.

~~Recent increases~~(4) inPreviously ~~inflation~~filed ~~and~~as ~~interest~~an ~~rates~~exhibit ~~in the United States and elsewhere may lead~~ to ~~increased~~our ~~price~~Current ~~volatility~~Report ~~for~~on ~~publicly~~Form ~~traded securities,~~8-K ~~including~~filed ~~ours,~~on orFebruary ~~other national~~1, ~~regional~~2024 orand ~~international~~incorporated ~~economic~~by ~~disruptions,~~reference ~~any of which could make it more difficult for us to complete our initial business combination~~herein.

Delays in the government budget process or a government shutdown may materially adversely affect our ability to complete our initial business combination or the operations of the combined company following our initial business combination.41

Each year, the U.S. Congress must pass all spending bills in the federal budget. If any such spending bill is not timely passed, a government shutdown will close many federally run operations, which includes those of the SEC, and halt work for federal employees unless they are considered essential. If a government shutdown was to occur, and the SEC were to remain closed for a prolonged period of time, we may not be able to complete our initial business combination by May 2, 2024 as required by the Articles (or such later date as may be approved by our shareholders), particularly if the SEC is unable to timely review our filings, or those of a target business or other entity, that relate to our initial business combination or to declare such filings effective as may be applicable. Additionally, following consummation of our initial business combination, the combined company’s operations or its ability to raise additional capital to support its operations could be materially adversely affected by any prolonged government shutdown.SIGNATURES

~~Military~~Pursuant orto ~~other~~the ~~conflicts~~requirements inof ~~Ukraine,~~the ~~including~~Securities asExchange aAct ~~result~~ of ~~the Russia-Ukraine conflict~~1934, the ~~Middle~~registrant ~~East,~~has ~~including~~duly ascaused athis ~~result~~report ~~of the Israel-Hamas conflict, or elsewhere may lead~~ to ~~increased~~be ~~volume~~signed ~~and~~on ~~price~~its ~~volatility~~behalf ~~for~~by ~~publicly traded securities or affect~~ the ~~operations or financial condition of our company or potential target companies~~undersigned, ~~which~~thereunto ~~could~~duly ~~make it more difficult for us to consummate our initial business combination~~authorized.

Military or other conflicts in Ukraine, including as a result of the Russia-Ukraine conflict, the Middle East, including as a result of the Israel-Hamas conflict, or elsewhere may lead to increased volume and price volatility for publicly traded securities or affect the operations or financial condition of our company or potential target companies, and to other company- or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to consummate our initial business combination.

	PROJECT ENERGY REIMAGINED ACQUISITION CORP.

Date: June 14, 2024	By:	/s/ Srinath Narayanan
		Name:	Srinath Narayanan
		Title:	Chief Executive Officer
			(Principal Executive Officer)

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Date: June 14, 2024	By:	/s/ Prakash Ramachandran
		Name:	Prakash Ramachandran
		Title:	Chief Financial Officer
			(Principal Financial and Accounting Officer)

On August 1, 2023, in connection with and following the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, (i) holders of 6,594,414 Class B ordinary shares voluntarily elected to convert such Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with the Articles as amended pursuant to the Articles Amendment Proposals, and (ii) our public shareholders elected to redeem 15,498,302 Class A ordinary shares at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million. After the satisfaction of the Redemption, the balance in the Trust Account was approximately $113.2 million. Upon completion of the Class B Conversion followed by the Redemption, 17,473,772 Class A ordinary shares and one Class B ordinary share remain issued and outstanding. Notwithstanding the Class B Conversion, the holders of Founder Shares will not be entitled to receive any funds held in the Trust Account with respect to any such converted shares.42

On October 25, 2023, we issued the Sponsor Promissory Note to our Sponsor, which bears no interest and is due and payable upon the earlier to occur of (i) the date on which our initial business combination is consummated and (ii) the date that our winding up is effective. The issuance of the Sponsor Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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For a description of the use of the proceeds generated in the Initial Public Offering, including the effects of the Deferred Fee Waivers and the Extension, and the Sponsor Promissory Note, see Part I, Item 2 of this Quarterly Report.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Exhibit No.		Description
2.1(1)		Business Combination Agreement, dated October 2, 2023, among the Company, Heramba Electric plc, Heramba Merger Corp., Heramba Limited and Heramba GmbH
3.1(2)		Amended and Restated Memorandum and Articles of Association
3.2(3)		Amendments to the Amended and Restated Memorandum and Articles of Association, effective as of August 1, 2023
10.1(4)		Form of Non-Redemption Agreement
10.2(3)		Amendment to Investment Management Trust Agreement, dated August 1, 2023, between the Company and Continental Stock Transfer & Trust Company
10.3(1)		Sponsor Support Agreement, dated October 2, 2023, among the Company, Heramba GmbH and Smilodon Capital, LLC
10.4(5)		Promissory Note issued in favor of Smilodon Capital, LLC, dated October 25, 2023
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished.

(1) Previously filed as an exhibit to our Current Report on Form 8-K filed on October 6, 2023 and incorporated by reference herein.

(2) Previously filed as an exhibit to our Current Report on Form 8-K filed on November 2, 2021 and incorporated by reference herein.

(3) Previously filed as an exhibit to our Current Report on Form 8-K filed on August 4, 2023 and incorporated by reference herein.

(4) Previously filed as an exhibit to our Current Report on Form 8-K filed on July 26, 2023 and incorporated by reference herein.

(5) Previously filed as an exhibit to our Current Report on Form 8-K filed on October 31, 2023 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PROJECT ENERGY REIMAGINED ACQUISITION CORP.
Date: November 20, 2023	By:	/s/ Srinath Narayanan
		Name:	Srinath Narayanan
		Title:	Chief Executive Officer
			(Principal Executive Officer)

Date: November 20, 2023	By:	/s/ Prakash Ramachandran
		Name:	Prakash Ramachandran
		Title:	Chief Financial Officer
			(Principal Financial and Accounting Officer)

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Filing Compare · Project Energy Reimagined Acquisition Corp.