DÜSSELDORF, GERMANY AND ATLANTA, GA / ACCESS Newswire / March 25, 2025 / 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, on February 6, 2024, (i) KB GmbH, as sole shareholder of Kiepe Electric 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, Heramba Merger Corp., Heramba Limited and Heramba, effective as of July 26, 2024, the business combination contemplated by the Business Combination Agreement 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 contest the Demanded Amounts and propose further discussions; however, no resolution was reached.

As previously disclosed, on January 30, 2025, as a consequence of the outstanding Demanded Amounts and in accordance with certain obligations under applicable German insolvency law, the managing director of Heramba determined that Heramba was currently unable to pay its existing liabilities due and may also be overindebted. 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").

As previously disclosed, on March 17, 2025, Heramba received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC, indicating that the Company is not currently in compliance with the minimum bid price requirement set forth in Nasdaq's Listing Rules for continued listing on the Nasdaq Capital Market as the closing bid price for the Company's ordinary shares was below $1.00 per share for 30 consecutive business days. The Company has until September 8, 2025, to regain compliance with the minimum bid price requirement.

Heramba Electric plc (NASDAQ: PITA) ("Heramba Electric" or the "Company"), today announced that on March 19, 2025, it received a notification letter (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq"), indicating that the Company is currently not in compliance with the minimum Market Value of Listed Securities (MVLS) of $35 million set forth in Nasdaq's Listing Rules.

Nasdaq Listing Rule 5550(b)(2) MVLS requires listed securities to maintain a minimum Market Value of $35 million, and Nasdaq Listing Rule 5810(c)(3)(C) provides that require a Company to satisfy the applicable Price-based Requirement for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.

The Rules provide the Company a compliance period of 180 calendar days in which to regain compliance. If at anytime during this compliance period the Company's MVLS closes at $35 million or more for a minimum of ten consecutive business days, written confirmation of compliance will be send to the Company and this matter will be closed.

In the event that the Company does not regain compliance by September 17, 2025, the Company may be eligible for additional time to regain compliance. If the Company cannot demonstrate compliance by the allotted compliance period(s), Nasdaq's staff will notify the Company that its ordinary shares are subject to delisting.

Contact information: Michele Molinari, CEO, michele@herambaelectric.com

SOURCE: Heramba Electric plc