Heramba Electric plc Announces Receipt of Notice from Nasdaq Regarding Delisting

Rhea-AI Summary

Heramba Electric has received a delisting notice from Nasdaq, with trading suspension scheduled for April 29, 2025. The company faces multiple compliance issues:

• Filed for insolvency proceedings in Düsseldorf, Germany on January 30, 2025
• Failed to maintain minimum bid price requirement of $1.00 per share
• Failed to meet minimum Market Value of Listed Securities requirement of $35 million
• Has unpaid Nasdaq fees totaling $86,000

The delisting decision follows a dispute with KB GmbH over approximately EUR 24.8 million in demanded payments related to a previous Share Purchase Agreement. The company's financial troubles stem from its inability to pay existing liabilities and potential over-indebtedness. Despite receiving earlier notifications and compliance periods to address these issues, Heramba Electric was unable to meet Nasdaq's continued listing requirements.

Positive

• None.

Negative

• Nasdaq has determined to delist the company's securities, with trading suspension effective April 29, 2025
• Company failed to maintain minimum $1 bid price requirement
• Failed to meet minimum $35 million Market Value of Listed Securities requirement
• Subsidiary Heramba filed for insolvency proceedings in German court
• Outstanding demanded payment of EUR 24.85 million plus interest
• Unpaid Nasdaq listing fees of $86,000

Insights

Financial Markets Analyst

Heramba Electric's Nasdaq delisting announcement represents a severe negative development for shareholders, with trading suspension imminent following multiple compliance failures.

Heramba Electric (NASDAQ:PITA) has received a formal delisting notification from Nasdaq, with trading suspension scheduled for April 29, 2025. This represents a terminal event for the company's status as a Nasdaq-listed entity.

The delisting stems from multiple critical issues:

• The January 30, 2025 insolvency filing by subsidiary Heramba with the German court in Düsseldorf
• Non-compliance with Nasdaq's minimum $1 bid price requirement
• Failure to maintain the required $35 million minimum Market Value of Listed Securities
• Unpaid Nasdaq fees totaling $86,000

The insolvency filing followed unresolved payment demands from KB GmbH for approximately EUR 24,855,000 plus interest related to a previous share purchase agreement. The managing director of Heramba determined the subsidiary was unable to pay existing liabilities and potentially overindebted.

For shareholders, delisting carries severe consequences: dramatically reduced liquidity, potential loss of institutional investment eligibility, diminished access to capital markets, and typically migration to less regulated OTC markets. The Form 25-NSE filing with the SEC will formalize the removal from Nasdaq listing and registration.

This delisting comes despite previous compliance period extensions granted on March 15 and 17, 2025, when Nasdaq initially notified the company of bid price and market value deficiencies.

DÜSSELDORF, GERMANY, ATLANTA, GA, AND NEW YORK, NY / ACCESS Newswire / April 28, 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").

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, michele@herambaelectric.com

SOURCE: Heramba Electric plc

View the original press release on ACCESS Newswire

FAQ

Why is Heramba Electric (PITA) being delisted from Nasdaq in April 2025?

Heramba Electric (PITA) is being delisted due to filing for insolvency in Germany, failing to meet the $1 minimum bid price requirement, not maintaining the $35 million minimum market value, and having $86,000 in unpaid Nasdaq listing fees.

When will PITA stock stop trading on Nasdaq?

Trading of Heramba Electric's (PITA) ordinary shares and warrants will be suspended at the opening of business on April 29, 2025, following Nasdaq's delisting notification received on April 22, 2025.

How much money does Heramba Electric owe KB GmbH in 2025?

KB GmbH demanded approximately EUR 24,855,000 plus applicable default interest from Heramba Electric through Demand Letters sent on January 9, 2025.

What are the main reasons for Heramba Electric's insolvency filing in January 2025?

Heramba Electric filed for insolvency on January 30, 2025, because it was unable to pay existing liabilities, including EUR 24.9M demanded by KB GmbH, and may be overindebted according to German insolvency law.

What compliance issues did PITA face before Nasdaq delisting?

Before delisting, PITA failed to maintain Nasdaq's minimum $1 bid price requirement, fell below the $35 million minimum market value requirement, and had $86,000 in unpaid listing fees.