Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Narayanan Srinath
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2. Issuer Name and Ticker or Trading Symbol
Project Energy Reimagined Acquisition Corp. [PEGR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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President and CEO /
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(Last)
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(First)
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(Middle)
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C/O PROJECT ENERGY REIMAGINED ACQ. CORP. , 1280 EL CAMINO REAL, SUITE 200
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MENLO PARK
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CA
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94025
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Narayanan Srinath
C/O PROJECT ENERGY REIMAGINED ACQ. CORP.
1280 EL CAMINO REAL, SUITE 200
MENLO PARK, CA94025
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X
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X
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President and CEO
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Smilodon Capital, LLC
C/O PROJECT ENERGY REIMAGINED ACQ. CORP.
1280 EL CAMINO REAL, SUITE 200
MENLO PARK, CA94025
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X
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Admit Capital, LLC
C/O PROJECT ENERGY REIMAGINED ACQ. CORP.
1280 EL CAMINO REAL, SUITE 200
MENLO PARK, CA94025
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X
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Signatures
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/s/ Brian N. Wheaton, Attorney-in-Fact
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2024-07-29
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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