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January 5, 2024
Alexander Ketterl
Chief Executive Officer
Heramba Electric plc
Kiepe Platz 1
D-40599 Düsseldorf
Germany
Re:Heramba Electric plc
Registration Statement on Form F-4
Filed December 6, 2023
File No. 333-275903
Dear Alexander Ketterl:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form F-4 filed December 6, 2023
Industry and Market Data, page v
1.We note your disclosure that you obtained some of the market and industry data included
in the proxy statement/prospectus from publicly available information and industry
publications and that you have not independently verified this data and information. This
statement appears to imply a disclaimer of responsibility for this information in the proxy
statement/prospectus. Please either revise this section to remove such implication or
specifically state that you are liable for all information in the proxy statement/prospectus.
Risk Factors, page 12
2.We note that if Proposal 3 is approved by shareholders, Irish courts will be the exclusive
forum for certain shareholder litigation matters. Please revise to describe the related risks
to investors so that they understand the consequences of electing to approve this
provision.  For example, describe whether the provision will result in increased costs to

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bring a claim and that these provisions can discourage claims or limit investors’ ability to
bring a claim in a judicial forum that they find favorable, as well as any questions
regarding enforceability of the provision.  Please disclose whether this provision applies to
actions arising under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the
Securities Act or the rules and regulations thereunder. If the provision applies to Securities
Act claims, please also revise your prospectus to state that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange Act, please also
ensure that the exclusive forum provision in the governing documents states this clearly,
or tell us how you will inform investors in future filings that the provision does not apply
to any actions arising under the Securities Act or Exchange Act.
We rely on a limited number of suppliers and manufacturers for our products..., page 13
3.Please expand the disclosure regarding your suppliers to clarify the nature of your
arrangements with them, such as whether long-term agreements exist.  Please also expand
the last sentence on page 13 and 163 to clarify the nature and extent of the  supply chain
issues/challenges and quantify the impact you mention.  We note that your disclosures on
pages 171-74 do not appear to discuss this impact.  Also discuss whether supply chain
disruptions materially affect your outlook or business goals. Specify whether these
challenges have materially impacted your results of operations or capital resources and
quantify, to the extent possible, how your sales, profits, and/or liquidity have been
impacted.  Revise to discuss known trends or uncertainties resulting from mitigation
efforts undertaken, if any. Explain whether any mitigation efforts introduce new material
risks, including those related to product quality, reliability, or regulatory approval of
products.
Increases in component costs, shipping costs, long lead times, supply shortages..., page 14
4.You state that the company experienced inflationary pressures or rising costs. Please
expand to identify the principal factors contributing to the inflationary pressures the
company has experienced and clarify the resulting impact to the company.  As
appropriate, if inflationary pressures are actually occurring, revise to eliminate the
implication that they only "may" occur or are a possible occurrence.  Describe any
actions, planned or taken, to combat inflationary pressures.
Sponsor Support Agreement, page 80
5.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.

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Alexander Ketterl
Heramba Electric plc
January 5, 2024
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Fairness Opinion of Northland, page 92
6.Revise your disclosure to include a detailed summary of the Northland Report, with a
particular emphasis on the qualifications of and method for selecting Northland.
Additionally, describe any material relationships between Northland and you or any of the
SPAC Sponsors or their affiliates.  Refer to Item 1015(b) of Regulation M-A.
7.Please disclose the "certain internal financial information, estimates, and financial and
operations forecasts for Kiepe Electric, prepared by Kiepe Electric, PERAC, and their
respective advisors," as mentioned in the fifth bullet on page 93.  Please also reconcile the
disclosure in that bullet with the disclosure on page 94 regarding the "unavailability of
adequate financial projections."  If the financial projections were inadequate, explain the
reason for the inadequacy.
Proposal No. 1 -- The Business Combination Proposal
Potential Actions to Secure Requisite Shareholder Approvals, page 100
8.We note the disclosure on page 100 indicating that the Sponsor or PERAC’s directors,
officers, advisors or their affiliates "may" purchase SPAC securities in the open market to
reduce redemption rates. Please provide your analysis on how such potential purchases
would comply with Rule 14e-5.
Unaudited Pro Forma Condensed Combined Financial Information, page 110
9.We note your discussion of footnote (AA) on page 127. Please clarify if there is a related
adjustment presented on the face of your pro forma statement of profit or loss.
Registration Rights Agreement, page 234
10.We note that you will enter into a registration rights agreement at the closing of the
business combination, pursuant to which Holdco will agree to provide certain holders of
Holdco securities with customary demand and piggyback registration rights. Please
disclose whether there are, or whether you expect, any maximum cash penalties under the
registration rights agreement(s), if applicable. Please also disclose any additional penalties
resulting from delays in registering your common stock. Refer to ASC 825-20-50-1.
Material U.S. Federal Tax Considerations of the Business Combination , page 237
11.We note the Merger Agreement indicates that the parties intend that the merger will
qualify as a reorganization and that you intend to file a tax opinion under Item 601(b)(8)
of Regulation S-K.  It is permissible for counsel to provide a "should" or "more likely than
not" opinion, rather than a "will" opinion, provided that the disclosure explains the degree
of and reasons underlying the uncertainty and the related risks to investors.  In addition,
please refer to Staff Legal Bulletin No. 19 for guidance on the use of long and short-form
tax opinions and revise your disclosure accordingly.

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Alexander Ketterl
Heramba Electric plc
January 5, 2024
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General
12.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
13.Quantify the value of warrants, based on recent trading prices, that may be retained by
redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
14.Refer to your disclosure on page 13 regarding sales to governments and public entities.
Clarify the portion of your revenue attributable to those entities and subject to the risks to
which you refer.
15.It appears from note 4 to Exhibit 107 that you are registering the exchange of NRA shares
for shares of the registrant.  Please provide us your analysis of how this exchange is
consistent with Section 5 of the Securities Act.
16.We note that the underwriters of the SPAC initial public offering have waived their rights
to deferred fees.  Please tell us, with a view to disclosure, whether either firm has
resigned.
17.We note the waiver of the deferred underwriting commissions that would otherwise be
due to the underwriters upon the closing of the business combination. Please disclose how
this waiver was obtained, why the waiver was agreed to, and clarify the SPAC’s current
relationship with each underwriter. Revise your pro forma financial information and
relevant disclosure referring to the payment of deferred underwriting commissions.
18.Please describe what relationship existed between each of the underwriters and the
SPAC after the close of the IPO, including any financial or merger-related advisory
services conducted by either firm. For example, clarify whether either firm had any role in
the identification or evaluation of business combination targets.
19.Tell us whether either of the SPAC underwriters was involved in the preparation of any
disclosure that is included in this registration statement, including any analysis underlying
disclosure in the registration statement. If so, clarify their involvement, whether they have
retracted any work product associated with the transaction, and the risk of such
withdrawal and reliance on their expertise. Further, please clarify that either firm claims
no role in the SPAC’s business combination transaction and has affirmatively disclaimed
any responsibility for any of the disclosure in this registration statement.
20.Please tell us whether you are aware of any disagreements with the SPAC
underwriters regarding the disclosure in your registration statement. Further, please add
risk factor disclosure that clarifies that these firms were to be compensated, in part, on a

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deferred basis for its underwriting services in connection with the SPAC IPO and such
services have already been rendered, yet the firms are waiving such fees and disclaiming
responsibility for the registration statement. Clarify the unusual nature of such a fee
waiver and the impact of it on the evaluation of the business combination.
21.Disclose whether either of the SPAC underwriters provided you with any reasons for the
fee waiver. If there was no dialogue and you did not seek out the reasons for the waiver of
deferred fees, despite already completing their services, please indicate so in your
registration statement. Further, revise the risk factor disclosure to explicitly clarify that
these firms have performed all their obligations to obtain the fee and therefore
are gratuitously waiving the right to be compensated.
22.Please discuss the potential impact on the transaction related to the resignation of the
SPAC underwriters. If the firms would have played a role in the closing, please revise to
identify the party who will be filling that role.
23.Please revise your disclosure to highlight for investors that each firm's withdrawal
indicates that it does not want to be associated with the disclosure or underlying business
analysis related to the transaction. In addition, revise your disclosure to caution investors
that they should not place any reliance on the fact that either firm has been previously
involved with the transaction.
24.Please provide us with a letter from each firm stating whether it agrees with the statements
made in your prospectus related to their resignation and, if not, stating the respects in
which they do not agree. Please revise your disclosure accordingly to reflect that you have
discussed the disclosure with firm and each firm and it either agrees or does not agree
with the conclusions and the risks associated with such outcome. If either firm does not
respond, please revise your disclosure to indicate you have asked and not received a
response and disclose the risks to investors. Additionally, please indicate that the
firm withdrew from its roles and forfeited its fees, if applicable, and that the firm refused
to discuss the reasons for its resignation and forfeiture of fees, if applicable, with
management. Clarify whether the firm performed substantially all the work to earn its
fees.
25.Please provide us with the engagement letter between the SPAC and each firm. Please
disclose any ongoing obligations of the Company pursuant to the engagement letter that
will survive the termination of the engagement, such as indemnification provisions, rights
of first refusal, and lockups, and discuss the impacts of those obligations on the Company
in the registration statement.
26.Please provide us with any correspondence between either firm and the SPAC or the
target relating to the resignation and/or waiver of deferred fees.  This comment is not
limited to written correspondence.
27.Please disclose whether either firm assisted in the preparation or review of any materials
reviewed by the SPAC’s board of directors or management as part of their services and

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whether either firm has withdrawn its association with those materials and notified the
SPAC of such disassociation. For context, include that there are similar circumstances in
which a financial institution is named and that the firm’s resignation indicates it is not
willing to have the liability associated with such work in this transaction
28.Please tell us whether either firm was involved in the preparation of any disclosure that is
included in the registration statement, or material underlying disclosure in the registration
statement, including but not limited to the disclosure regarding financial analyses
conducted.  If the firm was involved in preparing this disclosure, please also include a risk
factor describing their role in connection with the preparation of the registration statement
and the valuation of the target and that they disclaim any liability in connection with such
disclosure included in the registration statement. If applicable, please also disclose the
rationale for continuing to rely on information disclaimed by the professional organization
associated with or responsible for such information.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their di