UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2023

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

(260) 515-9113

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on July 25, 2023, Project Energy Reimagined Acquisition Corp. (the “Company”) entered into one or more agreements (the “Non-Redemption Agreements”) with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 760,000 Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) in connection with certain proposals considered and voted upon at the Extraordinary General Meeting (as defined and described below), in exchange for the Company agreeing to issue or cause to be issued to each such investor 138,000 Class A Ordinary Shares (“Post-Combination Shares”) at the time of the Company’s initial business combination. The Company has since entered into additional Non-Redemption Agreements with unaffiliated third parties on the same or similar terms reflecting the above ratio of non-redeemed Class A Ordinary Shares to Post-Combination Shares. Pursuant to all such Non-Redemption Agreements, the Company has agreed to issue or cause to be issued to such investors an aggregate of 1,645,596 Post-Combination Shares.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on July 26, 2023 and incorporated herein by reference.

The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01 to the extent required herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 1, 2023, the Company held an extraordinary general meeting in lieu of the 2023 annual general meeting of shareholders of the Company (the “Extraordinary General Meeting”). On June 29, 2023, the record date for the Extraordinary General Meeting (the “Record Date”), there were 26,377,660 Class A Ordinary Shares and 6,594,415 Class B ordinary shares, par value $0.0001 per share, of the Company (“Class B Ordinary Shares”, and collectively with the Class A Ordinary Shares, “Ordinary Shares”) issued and outstanding. At the Extraordinary General Meeting, 22,957,911 Ordinary Shares, representing approximately 69.628% of the issued and outstanding Ordinary Shares as of the Record Date, were present in person (including by virtual attendance) or by proxy.

At the Extraordinary General Meeting, the Company’s shareholders approved the following items:

The final proposal, set forth as the “Adjournment Proposal” in the definitive proxy statement related to the Extraordinary General Meeting filed by the Company with the SEC on July 11, 2023 (the “Proxy Statement”), was not presented to the Company’s shareholders.

Approval of each of the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Share Amendment Proposal required a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds (2/3) majority of the Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting; approval of the Trust Amendment Proposal required the affirmative vote of at least sixty-five percent (65%) of all then outstanding Ordinary Shares entitled to vote thereon at the Extraordinary General Meeting; approval of the re-appointment of the director named in the Director Appointment Proposal required an ordinary resolution under Cayman Islands law of the holders of Class B Ordinary Shares, being the affirmative vote of at least a majority of the Class B Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting; and approval of the Auditor Ratification Proposal required an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the Ordinary Shares entitled to vote thereon and voted in person (including by virtual attendance) or by proxy at the Extraordinary General Meeting. Each of the Articles Amendment Proposals and the Trust Amendment Proposal was cross-conditioned on the approval of each other.

Set forth below are the final voting results for each of the proposals presented at the Extraordinary General Meeting:

Extension Amendment Proposal

The Extension Amendment Proposal was approved. The voting results of the Ordinary Shares were as follows:

Redemption Limitation Amendment Proposal

The Redemption Limitation Amendment Proposal was approved. The voting results of the Ordinary Shares were as follows:

Founder Share Amendment Proposal

The Founder Share Amendment Proposal was approved. The voting results of the Ordinary Shares were as follows:

Trust Amendment Proposal

The Trust Amendment Proposal was approved. The voting results of the Ordinary Shares were as follows:

Director Appointment Proposal

The Director Appointment Proposal was approved, and Mr. Browning was re-appointed to the Board. The voting results of the Class B Ordinary Shares were as follows:

Auditor Ratification Proposal

The Auditor Ratification Proposal was approved. The voting results of the Ordinary Shares were as follows:

Effective upon the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, on August 1, 2023, (i) the Articles were amended pursuant to the resolutions set forth as Annex A to the Proxy Statement and (ii) the Company entered into the Trust Amendment with Continental Stock Transfer & Trust Company, as trustee. Copies of such amendments to the Articles and the Trust Amendment are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 10.2, respectively, and in each case incorporated herein by reference.

Item 8.01. Other Events.

On August 1, 2023, in connection with and following the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, (i) holders of 6,594,414 Class B Ordinary Shares voluntarily elected to convert such Class B Ordinary Shares to Class A Ordinary Shares, on a one-for-one basis, in accordance with the Articles as amended pursuant to the Articles Amendment Proposals (collectively, the “Class B Conversion”), and (ii) the Company’s public shareholders elected to redeem 15,498,302 Class A Ordinary Shares at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million (the “Redemption”). After the satisfaction of the Redemption, the balance in the trust account will be approximately $113.2 million.

Upon completion of the Class B Conversion followed by the Redemption, 17,473,772 Class A Ordinary Shares and one (1) Class B Ordinary Share will remain issued and outstanding.

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the completion of the Class B Conversion and the Redemption. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the Proxy Statement, the Company’s most recent Annual Report on Form 10-K and other documents filed with the SEC. Copies of such filings are available on the SEC’s website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2023