UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2025
Commission File Number: 001-42193
Heramba Electric plc
(Translation of registrant’s name into English)
10 Earlsfort Terrace
Dublin 2
D02 T380
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
EXPLANATORY NOTE
Heramba GmbH Insolvency Filing
As previously disclosed, and
pursuant to the terms and conditions set forth in the Share Purchase Agreement, dated as of July 25 and 26, 2023, by and among Heramba
GmbH (“Heramba”), Heramba Holdings, Inc. (“Heramba Holdings”), Knorr-Bremse Systeme für Schienenfahrzeuge
GmbH (“KB GmbH”) and Knorr-Brake Holding Corporation (“KB US”), as amended pursuant to the Amendment Agreement
to Share Purchase Agreement, dated as of January 31, 2024 (as amended, the “Share Purchase Agreement”), on February 6, 2024,
(i) KB GmbH, as sole shareholder of Kiepe Electric GmbH (“Kiepe GmbH”), sold and transferred 85% of the equity interests in
Kiepe GmbH, as well as certain receivables and shareholder loans, to Heramba, and (ii) KB US, as the sole member of Kiepe Electric LLC
(“Kiepe US” and together with Kiepe GmbH, “Kiepe”), sold and transferred all ownership interests in Kiepe US,
as well as certain receivables, to Heramba Holdings.
As previously disclosed, and
pursuant to the terms and conditions set forth in the Business Combination Agreement, dated as of October 2, 2023, by and among Project
Energy Reimagined Acquisition Corp., Heramba Electric plc (the “Company”), Heramba Merger Corp., Heramba Limited and Heramba
(the “Business Combination Agreement”), effective as of July 26, 2024, the business combination contemplated by the Business
Combination Agreement (the “Business Combination”) was consummated resulting in, among other matters, each of Heramba, Heramba
Holdings, Kiepe GmbH and Kiepe US becoming direct or indirect subsidiaries of the Company.
As previously disclosed, on
January 9, 2025, Heramba received letters (the “Demand Letters”) from KB GmbH demanding payment of certain funds allegedly
owed under the Share Purchase Agreement, totaling approximately EUR 24,855,000 in the aggregate plus applicable default interest (collectively,
the “Demanded Amounts”). Heramba and the Company subsequently delivered response letters to the Demand Letters to contest
the Demanded Amounts and propose further discussions among the relevant parties to resolve such matters; however, no resolution has yet
been reached.
As a consequence of the outstanding
Demanded Amounts and in accordance with certain obligations under applicable German insolvency law, the managing director of Heramba has
determined that Heramba is currently unable to pay its existing liabilities due (Zahlungsunfähigkeit) and may also be overindebted
(Überschuldung). Following such determination and upon authorization by the Company as sole shareholder of Heramba, on January
30, 2025, the managing director of Heramba filed for the opening of ordinary insolvency proceedings over the assets of Heramba (the “Insolvency
Filing”) with the local court of Düsseldorf in Germany (the “Court”).
Subject to certain limited
exceptions, the Company will lose control of Heramba during the pendency of the insolvency. As part of preliminary insolvency proceedings,
the Court is expected to appoint a preliminary insolvency administrator who will continue Heramba’s business as much as possible,
examine Heramba’s available assets and evaluate whether Heramba actually is insolvent and has sufficient assets to cover the costs
of the proceedings. The Court may then resolve to open formal insolvency proceedings with respect to Heramba, in which an insolvency administrator
would be appointed to administer Heramba’s assets and facilitate the settlement of Heramba’s creditors in accordance with
applicable German insolvency law. There can be no assurance as to the outcome of any preliminary or formal insolvency proceedings with
respect to Heramba.
The Company’s liquidity,
financial condition and results of operations may be materially adversely affected by the Insolvency Filing, including if such filing
or resulting preliminary or formal insolvency proceedings would constitute a default under any of the Company’s debt instruments
or other agreements that contain cross-default provisions. The Insolvency Filing or resulting preliminary or formal insolvency proceedings
could also result in the Company’s ordinary shares or warrants being delisted from The Nasdaq Stock Market LLC (“Nasdaq”)
or suspended from trading on Nasdaq. Following such trading suspension and/or delisting, the Company’s securities may commence trading
over-the-counter (“OTC”). The OTC market is significantly more limited than Nasdaq and would likely result in limited liquidity,
higher bid/ask spreads and volatility in the trading price of the Company’s securities. There can be no assurance that the Company’s
securities would commence trading or continue to trade on the OTC market, whether broker-dealers would provide public quotes of the Company’s
securities on the OTC market or whether the trading volume of the Company’s securities on the OTC market would be sufficient to
provide for an efficient trading market.
Resignation of Independent Registered Public
Accounting Firm
On January 17, 2025, the Company
received a resignation letter from UHY LLP (“UHY”) with an effective date of January 17, 2025, pursuant to which UHY resigned
from its role as independent registered public accounting firm for the Company. UHY did not seek the Company’s consent to such resignation.
As a result, neither the Company’s board of directors nor its audit committee recommended or approved such decision.
UHY was appointed by Heramba
during the fiscal year of 2023, prior to the consummation of the Business Combination. UHY’s reports on the consolidated financial
statements of Heramba as of December 31, 2023 and 2022 and for the year ended December 31, 2023 and for the period from September 1, 2022
(inception) to December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle, other than an explanatory paragraph regarding Heramba’s ability to continue as
a going concern.
UHY was appointed by Kiepe
during the fiscal year of 2023, prior to the consummation of the Business Combination. UHY’s reports on the combined financial statements
of Kiepe as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, other than an explanatory
paragraph regarding Kiepe’s ability to continue as a going concern.
UHY was appointed by the Company
during the fiscal year of 2024, subsequent to the consummation of the Business Combination. UHY has not issued a report on the Company’s
financial statements except as described above with respect to Heramba and Kiepe, which entities are now direct and indirect subsidiaries
of the Company, respectively, as a result of the Business Combination.
During the fiscal years ended
December 31, 2023 and 2022 and the subsequent interim period up to and including the date of UHY’s resignation, there were (i) no
“disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between
Heramba, Kiepe or the Company and UHY on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of UHY, would have caused UHY to make reference to the subject
matter of the disagreements in connection with its reports, and (ii) no “reportable events” (within the meaning of Item 304(a)(1)(v)
of Regulation S-K and the related instructions thereto).
The Company has provided UHY
with a copy of the foregoing disclosures prior to the filing of this Report on Form 6-K (this “Report”) with the Securities
and Exchange Commission (the “SEC”) and requested, in accordance with applicable practices, that UHY furnish a letter addressed
to the SEC stating whether it agrees with the applicable statements made herein and, if not, stating the respects in which it does not
agree. A copy of UHY’s letter, dated January 31, 2025, is furnished as Exhibit 99.1 to this Report.
The information in this Report,
and any exhibits hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange
Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Report includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding any resolution
of the Demand Letters, the outcome of any preliminary or formal insolvency proceedings resulting from the Insolvency Filing, the impact
of the Insolvency Filing or any resulting preliminary or formal insolvency proceedings on the Company’s liquidity, financial condition
and results of operations, the continued listing or trading of the Company’s securities on Nasdaq or the potential trading of the
Company’s securities on the OTC market. These statements are based on current expectations on the date of this Report and involve
a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the definitive
proxy statement/prospectus filed on March 19, 2024 by the Company with the SEC and in other documents filed, or to be filed, by the Company
with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov. The Company does not assume any obligation
to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned
not to put undue reliance on forward-looking statements.
EXHIBIT INDEX
SIGNATURE
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.
| |
|
HERAMBA ELECTRIC PLC |
| |
|
|
| Date: January 31, 2025 |
By: |
/s/ Michele Molinari |
| |
|
Name: |
Michele Molinari |
|
|
Title: |
Chief Executive Officer |
4
Exhibit 99.1
 |
UHY LLP |
| 201 OId Country Rd. |
| Suite 202 |
| Melville, NY 11747 |
| (631) 712-6860 |
| uhy-us.com |
January 31, 2025
Securities and Exchange Commission
Washington, D.C. 20549
Commissioners:
We have read Heramba Electric PLC’s statements included
in its Form 6-K and filed on January 31, 2025, and we agree with such statements concerning our firm. We
have no basis to agree or disagree with other statements contained therein.
Very truly yours,
/s/ UHY LLP
UHY LLP
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