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February 26, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3628

Attention: Kevin Woody

Jeff Gordon

Gregory Herbers

Geoffrey Kruczek

Re: Heramba Electric plc

Amendment No. 1 to Registration Statement on
Form F-4

Filed January 16, 2024

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 26,
2024 (the “Comment Letter”) regarding the above-referenced filing.

Please note that the Company
today filed with the Commission Amendment No. 2 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.

    February 26, 2024

Page
                                            2

Amendment No. 1 to Form F-4 filed January 16,
2024

Risk Factors

We rely on a limited number of suppliers and manufacturers for our products..., page 15

 1. We note your response
                                            to prior comment 3. Please revise your disclosure to discuss known trends or uncertainties
                                            resulting from mitigation efforts, if any. Explain whether any mitigation efforts introduce
                                            new material risk, 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 17 and 180 of the Registration Statement.

General

 2. We note your response to prior comment 17. Please revise your disclosure to discuss how the waiver
of deferred underwriting commissions was obtained. Please clearly indicate which party, identifying that party by name, initiated the
request for the waiver and their reasons for doing so.

Response: In
response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover and pages xxvii, 6, 42 and 100 of
the Registration Statement.

 3. Please update your compensation disclosure for 2023.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 163 of the Registration Statement.

 4. We note your response to prior comment 16. It is our understanding that J.P. Morgan resigned. If so,
revise to state so directly.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on the prospectus cover and pages xxvii, 6, 42 and 100 of the Registration
Statement of the Registration Statement.

    February 26, 2024

Page
                                            3

We hope that the foregoing has been responsive
to the Staff’s comments. If you have any questions related to this letter, please direct any such requests or questions to Nick
S. Dhesi of Latham & Watkins LLP at (713) 546-7409 or nick.dhesi@lw.com.

    Sincerely,

    /s/ Nick S. Dhesi

    Nick S. Dhesi

 cc: Via E-mail

  Alan I. Annex, Greenberg Traurig, P.A.

  Brian N. Wheaton, Greenberg Traurig, P.A.