Arizona Tribune - Heramba Electric plc Announces Receipt of Notice from Nasdaq Regarding Delisting

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 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.

As previously disclosed, on March 15, 2025, Heramba received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC, indicating that the Company is not in compliance with the minimum Market Value of Listed Securities (MVLS) of $35 million set forth in Nasdaq's Listing Rules. 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.

Heramba Electric plc (NASDAQ:PITA) ("Heramba Electric" or the "Company"), today announced that on April 22, 2025, it received a notification letter (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq"), indicating that after reviewing the Company's Form 6-K filed January 31, 2025, where the Company announced that on January 30, 2025, the managing director of Heramba filed for the opening of ordinary insolvency proceedings over the assets of Heramba with the local court of Düsseldorf in Germany, and in accordance with Listing Rules 5101,1 5110(b),2 and IM-5101-1,3 NASDAQ Staff has determined that the Company's securities will be delisted from The Nasdaq Stock Market. Accordingly, trading of the Company's ordinary shares and warrants will be suspended at the opening of business on April 29, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on The Nasdaq Stock Market. This determination is based on the following factors:

• The Filing and associated public interest concerns raised by it;

• Concerns regarding the residual equity interest of the existing listed securities holders; and

• Concerns about the Company's ability to sustain compliance with all requirements for continued listing on The Nasdaq Stock Market. In that regard, the Company was previously notified of its failure to comply with the minimum $1 bid price requirement under Listing Rule 5550(a)(2), and the minimum $35 million Market Value of Listed Securities requirement under Listing Rule 5550(b)(2). These failures to comply with the requirements for continued listing each serve as additional and separate bases for delisting; and

• The Company has previously been notified by Staff, that it has not paid certain fees required by Listing Rule 5250(f).4 The Company's past due fee balance currently totals $86,000 Invoice Number 0125NA633740 dated January 14, 2025, Customer Number:100598692. To date the Company has not paid its assessed fees. This failure to comply with Listing Rule 5250(f) serves as an additional and separate basis for delisting.

Contact information: Michele Molinari, CEO, [email protected]

SOURCE: Heramba Electric plc

View the original press release on ACCESS Newswire

B.Torres--AT