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    January 16, 2024
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    Attention:
    Kevin Woody

    Jeff Gordon

    Gregory Herbers

    Geoffrey Kruczek

    Re:
    Heramba Electric plc

    Registration Statement on Form F-4

    Filed December 6, 2023

    File No. 333-275903

To
the addressees set forth above:

This
letter is sent on behalf of Heramba Electric plc (the “Company”) in response to the comments of the Staff (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated January
5, 2024 (the “Comment Letter”) regarding the above-referenced filing.

Please
note that the Company today filed with the Commission Amendment No. 1 to the Registration Statement on Form F-4 (the “Registration
Statement”) reflecting, among other things, the revisions set forth below.

For
ease of reference, the headings and numbers of the Company’s responses set forth below correspond to the headings and numbers in
the Comment Letter, and we have set forth below, in italics, the text of the Staff’s comment prior to each of the Company’s
responses in the same order as presented in the Comment Letter. Capitalized terms used in this letter but not otherwise defined herein
shall have the meanings ascribed to such terms in the Registration Statement.

January
16, 2024

Page 2

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page v of the Registration Statement.

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 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 35-36 of the Registration Statement.

 January
                                            16, 2024

Page 3

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 15-17 and 177 of the Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 16-17 of the Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 87, 200 and 244 of the Registration
Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 100 of the Registration Statement.

January
16, 2024

Page 4

 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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 100-102 of the Registration Statement.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 108-109 and 142 of the Registration
Statement to clarify that any such purchases, if any, would be structured in compliance with the requirements of Rule 14e-5 under the
Exchange Act.

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.

Response:
In response to the Staff’s comment, the Company has revised the face of the pro forma statements of profit or loss on pages
127-130 of the Registration Statement to clearly indicate the adjustment (AA).

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.

Response:
In response to the Staff’s comment, the Company advises the Staff that there are no cash penalties contemplated under the
Registration Rights Agreement that the parties anticipate entering into in connection with the closing of the Business Combination, and
no such penalties are expected. Further, the Company has revised the disclosure on pages 86 and 243 of the Registration Statement.

 January
                                            16, 2024

Page 5

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.

Response:
The Company wishes to clarify that, as provided in Section 2.05 of the Business Combination Agreement, the parties intend that the Merger,
taken together with other relevant transactions, should qualify as an exchange described in Section 351 of the United States Internal
Revenue Code of 1986, as amended. The Company further supplementally advises the Staff that the Company intends to file an opinion of
Greenberg Traurig, LLP, which will be based on, and subject to, assumptions, qualifications and limitations to be set forth in such opinion
and in the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination—Tax Consequences
of the Merger,” confirming that such section sets forth the opinion of Greenberg Traurig, LLP.

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.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages xxx-xxxi and 51-52 of the Registration
Statement.

 13. Quantify
                                            the value of warrants, based on recent trading prices, that