Amendment: SEC Form SC 13G/A filed by Project Energy Reimagined Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Amendment No. 2 to Schedule 13G

This Amendment No. 2 (this “Amendment No. 2”) further amends and supplements the statement on Schedule 13G (the “Original Schedule 13G”) filed on February 11, 2022 with the U.S. Securities and Exchange Commission (the “SEC”), as amended by Amendment No. 1 to the Original Schedule 13G filed on February 14, 2024 with the SEC (“Amendment No. 1”), in each case on behalf of Smilodon Capital, LLC (the “Sponsor”), Admit Capital, LLC and Srinath Narayanan (collectively, the “Reporting Persons”), with respect to the Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), of Project Energy Reimagined Acquisition Corp., a Cayman Islands exempted company (the “Issuer”) (the Original Schedule 13G, as amended by Amendment No. 1 and further amended by this Amendment No. 2, the “Schedule 13G”). Only those items that are amended or supplemented are reported herein. All capitalized terms used in this Amendment No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13G.

Effective as of July 26, 2024, the Issuer completed its initial 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. In connection with the consummation of the Business Combination, among other matters, (i) the sole outstanding Class B Ordinary Share was converted into one Class A Ordinary Share, (ii) all outstanding Class A Ordinary Shares were exchanged for ordinary shares of Holdco (“Holdco Ordinary Shares”) on a one-for-one basis and (iii) all outstanding warrants of the Issuer were converted into warrants of Holdco to purchase Holdco Ordinary Shares, in each case as described in more detail in the definitive proxy statement/prospectus with respect to the Business Combination filed by the Issuer with the SEC on March 19, 2024. As a result of the completion of the Business Combination and related transactions, as of July 26, 2024, the Reporting Persons do not beneficially own any securities of the Issuer.

Item 4 of the Schedule 13G is hereby amended and restated in its entirety as follows:

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page of this Amendment No. 2 for each Reporting Person and is incorporated herein by reference for each Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.