DÜSSELDORF, GERMANY, ATLANTA, GA AND NEW YORK, NY / ACCESS Newswire / May 6, 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").
Heramba Electric plc (NASDAQ:PITA) ("Heramba Electric" or the "Company"), today announced that on May 1, 2025, the insolvency proceedings of Heramba GmbH, Düsseldorf, Germany, have been opened as main insolvency proceedings within the meaning of Article 3 (1) of Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings due to insolvency and over-indebtedness. As Insolvency Administrator has been appointed Attorney Dr. Christian Holzmann, Johannstrasse 37, 40476 Düsseldorf, Phone: +49211/6585290, Fax: +4921165852929. Claims of the insolvency creditors must be registered with the insolvency administrator by 04.06.2025 in compliance with Section 174 of the German Insolvency Code.
The creditors are requested to inform the insolvency administrator immediately of the security interests they claim in movable property or in the debtor's rights. The subject matter in respect of which the security interest is claimed, the nature and reason for the creation of the security interest as well as the secured claim must be specified. Anyone who culpably fails to notify or delays these notifications is liable for the resulting damage (Section 28 (2) InsO).
Anyone who has obligations towards the debtor is asked to no longer pay to the debtor, but only to the insolvency administrator.
Date for the creditors' meeting, in which a decision on the progress of the proceedings is made on the basis of a report by the insolvency administrator (report date) and the date for the examination of the registered claims (examination date) is on Thursday, 26.06.2025, 11:00 a.m., in the building of the Düsseldorf District Court, Werdener Strasse 1, 40227 Düsseldorf, 2nd floor, courtroom 2.218.
The date also serves to pass a resolution by the creditors on
• the person of the insolvency administrator,
• the appointment and composition of the creditors' committee (§ 68 InsO),
• particularly significant legal acts of the insolvency administrator (Section 160 InsO):
the sale of the debtor's business or business,
the sale of a shareholding of the debtor in another company as well as the debtor's loan claims, in particular the realization of the debtor's shares in Kiepe Electric GmbH and the loan claims against Kiepe Electric Schweiz AG, to the insolvency administrator's due discretion put
If no creditor with voting rights participates in the creditors' meeting (lack of quorum), the consent to particularly significant legal acts of the insolvency administrator is deemed to have been given (section 160 (1) sentence 3 of the Insolvency Code).
The table with the claims and the registration documents will be deposited for inspection by the parties at the registry of the Düsseldorf District Court, Werdener Strasse 1, 40227 Düsseldorf, room no. 5.336 from 11.06.2025 at the latest.
Please see the attached original Court Order in German language for the complete text and instruction.
Contact information: Michele Molinari, CEO, michele@herambaelectric.com
SOURCE: Heramba Electric plc
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