DUSSELDORF, GERMANY AND ATLANTA, GA / ACCESS Newswire / March 17, 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 the Demand Letters to contest the Demanded Amounts and propose further discussions among the relevant parties to resolve such matters; 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 has determined that Heramba is 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").

Heramba Electric plc (NASDAQ:PITA) ("Heramba Electric" or the "Company"), today announced that on March 11, 2025, it received a delinquency notification letter (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"), 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. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice provides that the Company has a period of 180 calendar days from the date of the Notice, or until September 8, 2025, to regain compliance with the minimum bid price requirement.

The receipt of the Notice has no immediate effect on the Company's business operations or the listing of the Company's ordinary shares, which will continue to trade uninterrupted on the Nasdaq under the ticker "PITA" during the 180-day Notice period. If at any time before September 8, 2025, the bid price of the Company's ordinary shares closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance to the Company.

In the event that the Company does not regain compliance by September 8, 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:

Michele
michele@herambaelectric.com

SOURCE: Heramba Electric plc

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