Srinath Narayanan Form 4 Project Energy Reimagined Acquisition / Srinath Narayanan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Narayanan Srinath

(Last)

(First)

(Middle)

C/O PROJECT ENERGY REIMAGINED ACQ. CORP.

1280 EL CAMINO REAL, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Project Energy Reimagined Acquisition Corp. [ PEGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A ordinary shares	07/26/2024		C⁽¹⁾		1	A	⁽¹⁾	5,272,698	I	See Footnote⁽²⁾
Class A ordinary shares	07/26/2024		J⁽³⁾		5,272,698	D	⁽³⁾	0	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B ordinary shares	⁽⁴⁾	07/26/2024		C⁽¹⁾			1	⁽⁴⁾	⁽⁴⁾	Class A ordinary shares	1	⁽¹⁾	0	I	See Footnote⁽²⁾
Warrant	$11.5	07/26/2024		J⁽⁵⁾			8,425,532	08/25/2024	07/26/2029	Class A ordinary shares	8,425,532	⁽⁵⁾	0	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Narayanan Srinath

(Last)

(First)

(Middle)

C/O PROJECT ENERGY REIMAGINED ACQ. CORP.

1280 EL CAMINO REAL, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Smilodon Capital, LLC

(Last)

(First)

(Middle)

C/O PROJECT ENERGY REIMAGINED ACQ. CORP.

1280 EL CAMINO REAL, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Admit Capital, LLC

(Last)

(First)

(Middle)

C/O PROJECT ENERGY REIMAGINED ACQ. CORP.

1280 EL CAMINO REAL, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents one Class B ordinary share of Project Energy Reimagined Acquisition Corp. (the "Issuer") that converted into one Class A ordinary share of the Issuer in connection with the consummation of the business combination (the "Business Combination") pursuant to that certain Business Combination Agreement, dated as of October 2, 2023, by and among the Issuer, Heramba Electric plc ("Holdco"), Heramba Merger Corp., Heramba Limited and Heramba GmbH.

2. The reported securities were held directly by Smilodon Capital, LLC (the "Sponsor") and indirectly by Admit Capital, LLC ("Admit Capital"), as the manager of the Sponsor, and Srinath Narayanan, as the manager of Admit Capital. By virtue of these relationships, each of Admit Capital and Mr. Narayanan may have been deemed to share beneficial ownership of the reported securities. Each of Admit Capital and Mr. Narayanan disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

3. Disposed of in exchange for ordinary shares of Holdco ("Holdco Ordinary Shares") in connection with the consummation of the Business Combination, a portion of which shares were distributed to the Sponsor's members.

4. The Class B ordinary shares of the Issuer were automatically convertible into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis (subject to adjustment), and had no expiration date.

5. Represents private placement warrants acquired by the Sponsor in connection with the Issuer's initial public offering, which warrants were converted into warrants of Holdco to purchase Holdco Ordinary Shares, at an exercise price of $11.50 per share, in connection with the consummation of the Business Combination.

	/s/ Brian N. Wheaton, Attorney-in-Fact	07/29/2024
	** Signature of Reporting Person	Date
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Srinath Narayanan Form 4Project Energy Reimagined Acquisition / Srinath Narayanan ownership change