Physical AI and Manufacturing Company Nemi to Go Public at a $400 Million Pre-Money Equity Value Through Business Combination with BHAV Acquisition Corp
Nemi’s revenue run-rate target depends on approximately $100 million of funding before and at closing and acquisitions not yet committed.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
BHAV Acquisition (BHAV) signed a definitive agreement to combine with Nemi at a $400 million pre-money equity value. The all-stock consideration comprises 40,000,000 shares at $10.00 each, with no earnout. Closing is expected in the first quarter of 2027, subject to shareholder and regulatory approvals, registration-statement effectiveness and a waivable $30 million minimum available cash condition.
Nemi targets a $50 million private investment in public equity at $10.00 per share. Assuming full funding and no BHAV shareholder redemptions, expected closing cash is approximately $142.5 million after estimated expenses. Nemi had more than $14 million of open purchase orders as of October 14, 2026, subject to contractual milestones. Management targets approximately $120 million of annualized revenue run-rate twelve months after closing, dependent on funding, capacity expansion and uncommitted acquisitions.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Definitive merger agreement gives BHAV an all-stock combination with Nemi at a $400 million pre-money equity value.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Approximately $142.5 million expected closing cash assumes the full $50 million PIPE and no BHAV public shareholder redemptions.
- Moderate pointMore than $14 million of open purchase orders from 16 customers were outstanding as of October 14, 2026. 9.8% of market cap
- Moderate point. Forward-looking: it has not happened yet and may not happen.Over $100 million of indicative potential revenue through 2028 is covered by customer letters of intent.
- Moderate pointFY2025 manufacturing-services revenue grew 38% year over year, with a 32.5% gross margin; figures include intercompany sales.
- Moderate pointConsolidated gross margin rose to 17.7% in 2025 from 3.1% in 2024.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Approximately $120 million Operating ARR is management’s target for the quarter ending twelve months after closing.
4 minor points
- Minor point. Forward-looking: it has not happened yet and may not happen.No earnout is included in the transaction consideration.
- Minor pointBoth boards unanimously approved the transaction; BHAV’s board received a fairness opinion.
- Minor pointBHAV’s sponsor agreed to vote for the combination and not redeem its shares.
- Minor point. Forward-looking: it has not happened yet and may not happen.Factory expansion and manufacturer acquisitions are planned, alongside continued manufacturing-AI and Phase 2 robotics development.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.40,000,000 consideration shares at $10.00 each cover Nemi’s existing equity; the targeted PIPE adds dilution at $10.00 per share.
- Moderate pointFirst-quarter 2027 closing remains subject to both companies’ shareholder approvals, regulatory approvals and registration-statement effectiveness.
- Moderate point$30 million minimum available closing cash is required, although the parties may waive the condition.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Approximately $20 million closing Operating ARR estimate assumes $50 million of pre-closing financing for working capital and capacity. 35% of market cap
- Minor point. Forward-looking: it has not happened yet and may not happen.$120 million Operating ARR target assumes approximately $100 million funding and about $30 million from acquisitions not yet committed.
5 minor points
- Minor point. Forward-looking: it has not happened yet and may not happen.Acquisition pipeline has no signed definitive agreements; the revenue target also depends on capacity expansion and anticipated demand.
- Minor point. Forward-looking: it has not happened yet and may not happen.Open purchase orders depend on contractual milestones and include blanket fleet-customer orders against which releases are issued.
- Minor pointCustomer letters of intent are non-binding and may not become orders or revenue.
- Minor pointOperating ARR and commercial metrics rely on unaudited management records and have not been independently verified.
- Minor point. Forward-looking: it has not happened yet and may not happen.Ten votes per Class B share will attach to founder-affiliate holdings and sponsor shares allocated to Giri Devanur.
News Explained
If the proposed deal closes, shares held by Nemi’s founder and affiliates, plus BHAV sponsor shares allocated to Giri Devanur, would become Class B; other Nemi shareholders and BHAV shareholders who do not redeem would receive Class A, while Class B carries ten votes per share and the same economic rights as Class A.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Nemi Is Developing its Large Manufacturing Model, an AI-Powered Platform Designed to Automate Product Design, Engineering and Manufacturing End-to-End While Reducing Costs and Lead Times
Nemi Operates 300,000+ Square Feet of Manufacturing Operations, Serving Over 50 Enterprise Customers Across Aerospace, Defense and Automotive Markets Worldwide
STAFFORD, Texas and PISCATAWAY, N.J., Nov. 05, 2026 (GLOBE NEWSWIRE) -- Nemi Corp. (“Nemi” or the “Company”), a Physical AI and Manufacturing-as-a-Service company building the Large Manufacturing Model (“LMM”), and BHAV Acquisition Corp (Nasdaq: BHAV) (“BHAV”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”, and the transaction, the “Business Combination”). The Business Combination is expected to close in the first quarter of 2027, subject to approval by BHAV’s and Nemi’s shareholders, regulatory approvals and other customary closing conditions. Following completion of the proposed Business Combination, Nemi will be the listed parent company and expects its Class A common stock to trade on The Nasdaq Stock Market under the ticker symbol “NEMI”.
A Manufacturer First, Building AI Where Parts Are Made
Nemi operates more than 300,000 square feet of manufacturing space in India. The Company makes precision metal parts, tooling, electronics, batteries, motors, plastics and complex assemblies, and holds AS9100D and ISO 9001 certifications. Nemi sells this capacity to enterprise customers as Manufacturing-as-a-Service (“MaaS”) and also operates an electric-vehicle business. In FY2025, Nemi’s MaaS business grew revenue
The LMM is a comprehensive stack for automating all aspects of hardware manufacturing: Anvil for design and engineering, Orion for factory operations and robotics, and Atlas for commercial and after-sales work.
Nemi is led by Founder and Chief Executive Officer Anirudh Ravi Narayanan, who brings extensive experience across aerospace and defense engineering, advanced manufacturing and business strategy. Prior to founding Nemi, Mr. Narayanan held roles at McKinsey & Company, where he worked in its Digital and Industrial practices, and previously held engineering positions in the aerospace and defense electronics industry. He holds an MBA from the Yale School of Management and an engineering degree from Rose-Hulman Institute of Technology.
Engineering Today, the Factory Floor Next
Anvil turns an engineering brief into CAD, electronics design, simulation and a released bill of materials. On more than 35 customer and internal programs over the past 12 months, Nemi measured design work finishing about three times faster with about one-third of the engineers, compared with its pre-LMM baselines for similar work. Together, that is roughly nine times the design output per engineer.
Results on recent programs, compared with management’s estimates of typical industry timelines:
- A full electric-vehicle platform for Nemi’s own EV business, taken from concept to production-ready in 9 months against a typical 18-month period.
- A complete drone powertrain (battery, motor, controller and ground unit) for a Tier-1 defense manufacturer, delivered in 4 months against a typical 16-month period, at about
20% lower parts cost. - A production line for a consumer-appliance maker stood up in 5 weeks with no tooling cost.
- A flight-critical aerospace part cut from 7 hours to 3 hours per job while holding a 10-to-15 micron tolerance.
Nemi’s first market is high-product mix, low-volume programs in aerospace, defense and other demanding industrial sectors, where engineering is a large share of cost. Next, the Company plans to automate its factory floor. Its digital-twin ERP is already deployed, factory orchestration is in pilot, and low-cost robotics are in development. Nemi plans to implement and stress test each step in its own plants before using it in manufacturers it acquires.
Growing Commercial Momentum Across High-Value Manufacturing Markets
As of October 14, 2026, Nemi had more than
Nemi serves more than 50 enterprise customers across its manufacturing and electric-vehicle businesses. Its customers include defense, aerospace and space organizations in India, directly or through partners, as well as automotive manufacturers. Nemi’s existing shareholders include Musashi Seimitsu Industry Co., Ltd., a listed Japanese automotive components maker.
In 2025, consolidated gross margin rose to
Growth Plan and Operating Target
Nemi plans to scale by adding factory capacity for existing customer programs and by acquiring traditional manufacturers, then deploying the LMM in them. Nemi has a robust pipeline of prospective targets, though no definitive agreements have been signed to date.
Management is targeting approximately
“We believe Physical AI is going to bring about the next industrial revolution,” said Anirudh Ravi Narayanan, Chief Executive Officer of Nemi. “Our goal, stated simply, is to do for hardware what LLMs did for software. Hardware is hard. Its data is mostly proprietary and closed, so whoever intends to automate it has to be inside the factory. That is why we are a manufacturer first: each part we design and build becomes data for the next one. To gather data fast, we have to grow fast. Every manufacturing company will eventually run on AI. We want to help them get there.”
Transaction Overview
The Business Combination Agreement sets Nemi’s pre-money equity value at
Nemi is targeting to raise
The proposed Business Combination includes a minimum available closing cash condition of
Nemi intends to use the proceeds from the proposed Business Combination to expand factory capacity, acquire manufacturers that already serve its markets, continue developing the LMM and Phase 2 robotics toward greater levels of automation and fund working capital.
The boards of directors of Nemi and BHAV have unanimously approved the transaction, and BHAV’s board has received a fairness opinion. BHAV’s sponsor has agreed to vote its shares in favor of the proposed Business Combination and not to redeem them. Closing is expected in the first quarter of 2027, subject to approval by BHAV’s and Nemi’s shareholders, effectiveness of a registration statement on Form S-4, regulatory approvals and other customary conditions. Additional information about the proposed Business Combination, including a copy of the Business Combination Agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by BHAV with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
BHAV’s Chief Executive Officer and Director Giri Devanur added, “Nemi is building Physical AI from inside the factory. With real manufacturing operations, enterprise customers and proprietary data, we believe Nemi has the foundation to transform how products are designed and manufactured.”
Advisors
Cantor Fitzgerald & Co. is serving as sole placement agent and capital markets advisor to Nemi.
Maxim Group LLC is serving as capital markets advisor to BHAV.
Loeb & Loeb LLP is serving as legal counsel to Nemi.
Mitchell Silberberg & Knupp LLP is serving as legal counsel to BHAV.
About Nemi Corp.
Nemi is a Physical AI and Manufacturing-as-a-Service company focused on transforming how physical products are designed, engineered and manufactured. Through its proprietary Large Manufacturing Model, Nemi is developing an integrated AI platform designed to automate the product lifecycle, from initial concept and engineering through manufacturing, quality control and delivery. The Company operates manufacturing facilities serving enterprise customers across the aerospace, defense, automotive and industrial sectors, leveraging its own operations to develop, deploy and continuously improve its AI capabilities. By combining real-world manufacturing expertise with AI-driven automation, Nemi aims to reduce production costs, accelerate development timelines and improve manufacturing efficiency at scale. For more information, visit https://nemilmm.com/.
About BHAV Acquisition Corp
BHAV Acquisition Corp (Nasdaq: BHAV, BHAVU, BHAVR) is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. BHAV completed its
Notes on Metrics and Other Disclosures
Customer counts, LOIs, management pipeline, program counts, design-productivity measurements, program results and Operating ARR are based on unaudited management records and have not been independently verified. LOIs are non-binding and may not become orders or revenue. Typical industry timelines are management’s estimates for comparable programs. MaaS growth and margin come from the financial statements of the MaaS subsidiary used in the audited consolidation and include sales to other Nemi companies. Amounts from the audited U.S. GAAP financial statements are shown in U.S. dollars as presented in those statements; other U.S. dollar amounts are converted from Indian rupees at ₹95.98 per US
LMM tools (Anvil, Orion and Atlas) use the third-party AI models best suited to their respective tasks. Nemi does not develop its own foundation models; the LMM is named by analogy to large language models.
Open purchase orders are orders received but not yet delivered and invoiced, at October 14, 2026, net of invoicing to September 30, 2026, as disclosed in Note 2(d) to the audited consolidated financial statements (the customer count is from Nemi’s purchase-order registers); they include blanket purchase orders from a fleet customer, against which releases are issued. The LOIs are non-binding; their stated values are indicative potential sales through 2028.
The audited financial information is taken from the consolidated financial statements of BNC Motors Pvt. Ltd. (“BNC Motors”) and its subsidiaries, Nemi’s Indian operating group (which was Nemi’s sole operating group during those periods), for the years ended December 31, 2025 and 2024, prepared under U.S. GAAP.
Operating ARR is the latest quarter’s external revenue multiplied by 4, excluding intercompany revenue; it is a run-rate, not contracted revenue or a U.S. GAAP measure. Operating ARR for the quarter ended September 30, 2026 was approximately
On closing, shares held by Nemi’s founder and his affiliates, and BHAV sponsor shares allocated to Giri Devanur, will become Nemi Corp. Class B common stock, which carries ten votes per share, has the same economic rights as Class A common stock and converts into Class A common stock on a one-for-one basis. All other Nemi shareholders, and BHAV shareholders who do not redeem, will receive Class A common stock. Closing is also subject to a minimum available closing cash condition of
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements regarding the Business Combination between Nemi and BHAV. The safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995 is not available for forward-looking statements made in connection with the Business Combination, and neither Nemi nor BHAV relies on it. Forward-looking statements include statements about the expected timing, structure and completion of the Business Combination; the satisfaction of closing conditions; the listing of Nemi Corp.’s Class A common stock on Nasdaq; the cash expected to be available at closing, including after redemptions; the expected use of proceeds; Nemi’s plans, strategy and technology and product roadmap, including the LMM and Phase 2 robotics; Nemi’s planned capacity expansion and acquisitions; the PIPE financing or any other financing; Nemi’s estimate of Operating ARR at closing and its target of
These statements are based on the current expectations of Nemi’s and BHAV’s management and are not predictions of actual performance. They are subject to risks and uncertainties, many beyond the parties’ control, that could cause actual results to differ materially, including: the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, including if the Business Combination is not completed by June 20, 2027 (or any extended date); the failure to obtain the approval of BHAV’s shareholders or Nemi’s shareholders, required regulatory approvals or to satisfy other closing conditions, including the effectiveness of the registration statement and the
Additional Information and Where to Find It
In connection with the Business Combination, Nemi intends to file with the SEC a registration statement on Form S-4 (as amended, the “Registration Statement”), which will include a preliminary proxy statement of BHAV and a preliminary prospectus of Nemi relating to the securities to be issued in the Business Combination. After the Registration Statement is declared effective, BHAV will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date established for voting on the Business Combination at an extraordinary general meeting of BHAV’s shareholders. This press release is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Nemi or BHAV may file with the SEC. BHAV’S SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS TO THEM, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED IN CONNECTION WITH THE BUSINESS COMBINATION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEMI, BHAV AND THE BUSINESS COMBINATION. Shareholders will be able to obtain free copies of these documents, when available, at the SEC’s website, www.sec.gov, or by directing a request to BHAV Acquisition Corp, 255 Old New Brunswick Rd., Suite N210, Piscataway, NJ 08854, Attention: chaitanya@bhavspac.com.
Participants in the Solicitation
BHAV, Nemi and their respective directors and executive officers may be deemed participants in the solicitation of proxies from BHAV’s shareholders in connection with the Business Combination. Information about BHAV’s directors and executive officers and their ownership of BHAV securities is set out in BHAV’s final prospectus for its initial public offering, dated March 18, 2026 and filed with the SEC on March 20, 2026, and in BHAV’s subsequent filings with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement and the proxy statement/prospectus when available. Free copies of these documents may be obtained as described above.
No Offer or Solicitation
This press release is not a proxy statement or a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination, and it does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Contacts
Investor Relations Contact:
Elevate IR
Sean Mansouri, CFA or Aaron D’Souza
Nemi@elevate-ir.com
(720) 330-2829
BHAV Contact:
chaitanya@bhavspac.com
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Nemi’s Operating ARR measure in the BHAV merger announcement?
Operating ARR is the latest quarter’s external revenue multiplied by 4, excluding intercompany revenue. It is an annualized run-rate, not contracted revenue or a U.S. GAAP measure. For the quarter ended September 30, 2026, it was approximately $3.7 million, based on provisional, unaudited accounts.
Will Nemi develop its own AI foundation models after the BHAV merger?
Nemi does not develop its own foundation models; its manufacturing tools use third-party AI models selected for their respective tasks. The Large Manufacturing Model name is an analogy to large language models. Factory orchestration is in pilot, and low-cost robotics are in development.