BHAV Acquisition agrees to Nemi merger with $400M in shares
BHAV Acquisition Corp agreed to a proposed business combination with Nemi Corp and its subsidiaries.
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Rhea-AI Filing Summary
BHAV Acquisition Corp agreed to a proposed business combination with Nemi Corp and its subsidiaries. The transaction would combine BHAV and Nemi through two mergers, with Merger Sub 2 surviving as a wholly owned subsidiary of the new public parent, Pubco. Nemi shareholders would receive 40,000,000 newly issued shares of Pubco Common Stock, with an aggregate value of $400 million; this share number includes shares subject to Nemi equity awards and shares issued upon conversion of permitted financing securities. Nemi founder and CEO Anirudh Ravi Narayanan and ARN Advisory Partners would hold Pubco Class B shares with 10 votes per share and economic rights identical to Class A shares.
Closing is conditional on BHAV shareholder approval, regulatory approvals, an effective registration statement, Nasdaq listing approval and the $30 million Available Closing Cash condition, among other requirements. The post-closing board is to have five members, one designated by BHAV and four by Nemi shareholders, and Anirudh Ravi Narayanan is to become CEO. Either party may terminate if conditions remain unmet or unwaived by June 20, 2027, subject to an extension of BHAV’s deadline or a later date agreed in writing.
8-K Event Classification
Key Figures
Key Terms
Nemi Recapitalization financial
Permitted Financing Securities financial
Operating ARR financial
Outside Date regulatory
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
General Description of the Business Combination Agreement
On November 3, 2026, BHAV Acquisition Corp, a Cayman Islands exempted company (“BHAV”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Nemi Corp., a Texas corporation (“Nemi” and, after the First Effective Time, “Pubco”), Merger Sub 1, a Cayman Islands exempted company and a wholly-owned subsidiary of Nemi (“Merger Sub 1”), Nemi LLC, a Delaware limited liability company and a wholly-owned subsidiary of Nemi (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”), and BNC Motors Pvt. Ltd, a private limited company incorporated under the (Indian) Companies Act, 2013 and subsidiary of Nemi (“BNC” and, together with Nemi and Merger Subs, the “Nemi Parties”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Business Combination Agreement.
Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, at the closing (the “Closing”, and the date and time of the Closing, the “Closing Date”) of the transactions contemplated by the Business Combination Agreement (the “Transactions”), (i) Merger Sub 1 will merge with and into BHAV (“Merger 1”), with BHAV continuing as the surviving entity and wholly-owned subsidiary of Pubco (the “First Surviving Subsidiary”), as a result of which all of BHAV’s securities issued and outstanding as of immediately prior to the effective time of the Merger 1 (such effective time of Merger 1, the “First Effective Time”) (other than dissenting shares, treasury shares and shares redeemed in the Redemption, as defined below) will be cancelled and extinguished in exchange for the right to receive newly-issued securities of Pubco, as follows: (a) immediately prior to the First Effective Time, each Class B ordinary share, par value $0.0001 per share, of BHAV (“BHAV Class B Ordinary Share”) will automatically convert into one Class A ordinary share, par value $0.0001 per share, of BHAV (“BHAV Class A Ordinary Share”) in accordance with BHAV’s organizational documents, and at the First Effective Time each BHAV Class A Ordinary Share (including those issued upon conversion) will be converted into the right to receive one newly-issued share of Class A Common Stock, par value $0.0001 per share, of Pubco (“Pubco Class A Common Stock”), except that each BHAV Class A Ordinary Share held by the Sponsor (as defined below) that the Sponsor has allocated to BHAV’s Chief Executive Officer, Giri Devanur, as set forth in the Business Combination Agreement (the “Devanur Sponsor Shares”), will instead be converted into the right to receive one newly-issued share of Class B Common Stock, par value $0.0001 per share, of Pubco (“Pubco Class B Common Stock” and, together with the Pubco Class A Common Stock, “Pubco Common Stock”); and (b) immediately prior to the First Effective Time, each BHAV share right (entitling holders thereof to the right to receive one-fourth (1/4) of one BHAV Class A Ordinary Share) (“BHAV Share Right”) outstanding will be converted into one-fourth (1/4) of one BHAV Class A Ordinary Share (with any fractional shares rounded down to the nearest whole share), and each resulting BHAV Class A Ordinary Share will be converted into the right to receive one newly issued share of Pubco Class A Common Stock, and (ii) at the Second Effective Time (as defined below), the First Surviving Subsidiary will merge with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving entity and a wholly-owned subsidiary of Pubco (“Merger 2” and, together with Merger 1, the “Mergers”), as a result of which each share of the First Surviving Subsidiary will be cancelled and converted into membership interests of Merger Sub 2 (such effective time of Merger 2, the “Second Effective Time”).
Immediately prior to the First Effective Time, the issued and outstanding shares of Nemi (“Pre-Recapitalization Shares”) will be converted into (i) recapitalized shares of Pubco Class A Common Stock, entitling holders thereof to one vote per share on all matters on which holders of shares of Pubco Common Stock are entitled to vote in accordance with the terms of the amended and restated certificate of formation of Pubco, to be adopted in connection with the consummation of the Transactions (the “Proposed Charter”); and (ii) solely with respect to the Pre-Recapitalization Shares held by Nemi’s founder and Chief Executive Officer, Anirudh Ravi Narayanan and ARN Advisory Partners (the “Class B Holders”), recapitalized shares of Pubco Class B Common Stock, which will have economic rights identical to those of the Pubco Class A Common Stock, but the holders thereof will be entitled to 10 votes per share on all matters on which holders of shares of Pubco Common Stock are entitled to vote, subject to the terms of the Proposed Charter, and each of which will be convertible on a one-for-one basis into shares of Pubco Class A Common Stock in accordance with the Proposed Charter (such conversion, the “Nemi Recapitalization”). Following the Nemi Recapitalization, Nemi’s authorized capital stock will consist of Pubco Class A Common Stock, Pubco Class B Common Stock, and Pubco blank check preferred stock, par value $0.0001 per share (“Pubco Preferred Stock”), none of which will be issued and outstanding, which shares of Pubco Preferred Stock will not be entitled to vote on any matters on which holders of Pubco Common Stock are entitled to vote in accordance with the Proposed Charter, except as required by the Texas Business Organizations Code.
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Additionally, each option, warrant, restricted stock unit or other right to acquire equity securities of Nemi outstanding immediately prior to the First Effective Time, whether vested or unvested (each, a “Nemi Equity Award”), will be converted automatically into an option, warrant, restricted stock unit or other right, as applicable, to acquire a number of shares of Pubco Class A Common Stock equal to the product of (x) the number of shares of Nemi common stock subject to such Nemi Equity Award immediately prior to the First Effective Time multiplied by (y) the Exchange Ratio Prior to the First Effective Time, Nemi may also undergo one or more equity, equity-linked or convertible financings by Nemi or any of its subsidiaries, whether consummated before or after the date of the Business Combination Agreement, pursuant to which Nemi may issue or enter into simple agreements for future equity, convertible debentures, convertible notes, equity securities or any other securities of Nemi or any of its subsidiaries (“Permitted Financing Securities”), each of which will convert at the First Effective Time into shares of Pubco Class A Common Stock in accordance with its terms.
As a result of the Mergers and the other Transactions, Merger Sub 2 will become a wholly-owned subsidiary of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement, and Pubco will become a publicly traded company.
Consideration
The aggregate consideration to be delivered to Nemi’s shareholders will be 40,000,000 newly issued shares of Pubco Common Stock (the “Base Recapitalized Share Number”), representing an aggregate value equal to $400 million. The Base Recapitalized Share Number will include all shares subject to Nemi Equity Awards and/or all shares issued upon conversion of any Permitted Financing Securities.
Representations and Warranties
The Business Combination Agreement contains representations and warranties that are reasonably customary for similar transactions that are made by the parties as of the date of the Business Combination Agreement, or other specified dates, solely for the benefit of certain of the parties to the Business Combination Agreement, and in certain cases are subject to specified exceptions and materiality, Material Adverse Effect, knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement
No Survival
The representations and warranties of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.
Covenants of the Parties
Each party to the Business Combination Agreement has agreed to use its commercially reasonable efforts, and to cooperate fully with one another, to consummate the Transactions. The Business Combination Agreement also contains certain customary covenants of the parties that apply during the period between the signing of the Business Combination Agreement and the earlier of the Closing and the termination of the Business Combination Agreement (the “Interim Period”), including, without limitation, covenants relating to: (i) the provision of access to the applicable party’s properties, books and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii) the current and timely filing of BHAV’s public filings; (iv) notifications to the other parties of certain breaches, consent requirements and other matters; (v) obtaining third party and regulatory approvals; (vi) tax matters; (vii) further assurances; (viii) public announcements; and (ix) confidentiality. The Business Combination Agreement also contains certain customary post-Closing covenants, including, without limitation, covenants relating to: (A) tax matters; (B) the maintenance of books and records; and (C) the indemnification of directors and officers.
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Additionally, the parties to the Business Combination Agreement agreed as follows:
Each of BHAV and Nemi will not solicit or enter into a competing alternative transaction, in accordance with the terms and provisions set forth in the Business Combination Agreement.
BHAV will not approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or otherwise change, withdraw, withhold, qualify or modify its recommendation to its shareholders for approval of the Business Combination Agreement and the Transactions (a “Change in Recommendation”); provided, however, that if at any time prior to (but not after) obtaining the approval of BHAV’s shareholders, BHAV’s board of directors determines in good faith, in response to an Intervening Event after consultation with its outside legal counsel, that the failure to make a Change in Recommendation would be a breach of its fiduciary duties under applicable law, then the board may make a Change in Recommendation, provided that BHAV delivers, pursuant to procedures set forth in the Business Combination Agreement, written notice advising Nemi that BHAV’s board of directors proposes to take such action and containing the material facts underlying the board’s determination, and the board reaffirms its determination following a notice period of five business days. If requested by Nemi, BHAV will use its reasonable best efforts to engage in good faith negotiations with Nemi during such notice period to make adjustments in the terms and conditions of the Business Combination Agreement that obviate the need for a Change in Recommendation.
Nemi will use its commercially reasonable efforts to deliver to BHAV consolidated financial statements of the Target Companies as of and for the fiscal years ended December 31, 2024 and 2025, audited by an independent registered public accounting firm in accordance with PCAOB auditing standards (the “Audited Financials”), within 30 calendar days from the date of the Business Combination Agreement (the “Financial Statement Delivery Date”); provided that the Financial Statement Delivery Date is intended to be a target date to be met using reasonable best efforts, will be extended automatically to the extent any delay is attributable to the timetable of the Target Companies’ independent registered public accounting firm, the SEC or The Nasdaq Stock Market LLC (“Nasdaq”), or other regulatory processes outside Nemi’s reasonable control, and may be further extended by mutual written agreement of BHAV and Nemi. In addition, Nemi will deliver to BHAV unaudited quarterly financial information of the Target Companies through the Closing Date and Nemi will deliver to BHAV Nemi’s interim financial statements for such periods as required by applicable law or to be included in the Registration Statement (as defined below).
As promptly as reasonably practicable following the delivery of the Audited Financials (and, in any event, within 30 business days thereafter, which period will be extended for so long as the parties are diligently working on the Registration Statement), BHAV and Nemi will jointly prepare, and file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as it may be amended from time to time, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the securities of Pubco to be issued pursuant to the Transactions, and containing a proxy statement/prospectus for the solicitation of proxies from BHAV shareholders to approve the Business Combination Agreement, the Transactions and related matters at an extraordinary general meeting in lieu of an annual meeting of BHAV’s shareholders, and providing BHAV’s public shareholders with an opportunity to request redemption of their public shares in connection with the Transactions (the “Redemption”), as required by BHAV’s amended and restated memorandum and articles of association (the “Current Charter”) and final prospectus for BHAV’s initial public offering dated March 18, 2026.
The parties to the Business Combination Agreement agreed to take all action necessary so that, effective as of the Closing, the post-Closing board of directors of Pubco (the “Pubco Post-Closing Board”) will consist of five individuals divided into three classes designated Class I, Class II and Class III, with directors of each class serving staggered three-year terms in accordance with the Proposed Charter. One member of the Pubco Post-Closing Board will be designated by BHAV, who will be Giri Devanur (also serving as Chairperson), and four members of the Pubco Post-Closing Board will be designated by Nemi’s shareholders. At least three members of the Pubco Post-Closing Board will be required to qualify as independent directors in accordance with the requirements of Nasdaq. Immediately after the Closing, Anirudh Ravi Narayanan will be appointed to serve as the Chief Executive Officer of Pubco, and a person designated by Nemi will be appointed to serve as the Chief Financial Officer of Pubco.
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Conditions to Closing
The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived by BHAV and Nemi: (i) approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of BHAV’s shareholders; (ii) the expiration or termination of any waiting period applicable to the consummation of the Transactions under any antitrust laws; (iii) obtaining material regulatory approvals; (iv) no law or order preventing or prohibiting the Transactions; (v) appointment of Pubco’s post-closing board of directors and executive officers consistent with the requirements of the Business Combination Agreement; (vi) effectiveness of the Registration Statement; (vii) completion of the Nemi Recapitalization; (viii) amendment and restatement of Pubco’s certificate of formation; (ix) approval for listing of Pubco Class A Common Stock on Nasdaq upon the Closing; (x) adoption of Pubco’s equity incentive plan , which will provide for awards for a number of shares of Pubco Class A Common Stock equal to fifteen percent (15%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing on a fully diluted basis (after giving effect to the Redemption, the Nemi Recapitalization, the conversion of Permitted Financing Securities and the PIPE Financing, including shares subject to assumed Nemi Equity Awards), provided that shares available for new grants will not be less than ten percent (10%) of such fully diluted shares, and which includes an annual “evergreen” provision providing for an automatic increase in the number of shares of Pubco Class A Common Stock available for issuance; (xi) the Available Closing Cash $30 million; and (xii) completion of the Pending BNC Restructuring Steps and Nemi holding at least 99.74% of the outstanding BNC Shares.
In addition, unless waived by Nemi, the obligations of the Nemi Parties to consummate the Transactions are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations of BHAV relating to organization and standing, authorization, non-contravention, capitalization (other than the first sentence of such representation in the Business Combination Agreement) and finders and brokers being true and correct in all material respects on and as of the date of the Business Combination Agreement and as of the Closing Date; (ii) the representations and warranties of BHAV set forth in the first sentence of the capitalization representation being true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the Business Combination Agreement and as of the Closing Date; (iii) all other representations and warranties of BHAV being true and correct (without giving effect to any limitations as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all respects on and as of the date of the Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had a Material Adverse Effect; (iv) BHAV having performed in all material respects its obligations and complied in all material respects with the covenants and agreements under the Business Combination Agreement required to be performed or complied with by BHAV on or prior to the Closing Date; (v) each of the Amended Registration Rights Agreement, the Insider Letter Amendment, the Lock-Up Agreements (each such term, as defined below) with certain specified Lock-Up Parties being in full force and effect as of the Closing; (vi) BHAV having procured the written consent of the holders of a majority of the outstanding BHAV Class B Ordinary Shares waiving adjustments to the initial conversion ratio applicable to BHAV Class B Ordinary Shares, in accordance with the Current Charter; (vii) the absence of any Material Adverse Effect with respect to BHAV since the date of the Business Combination Agreement; (viii) BHAV having delivered the Trust Proceeds Estimate (as described in Section 6.18(b) of the Business Combination Agreement) and made all arrangements to cause the disbursement, at the Closing, of all Available Trust Proceeds; and (ix) BHAV having delivered a joinder to the letter agreement between Nemi and Cantor Fitzgerald & Co., in form and substance reasonably acceptable to BHAV, Nemi and Cantor Fitzgerald & Co.
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Unless waived by BHAV, the obligations of BHAV to consummate the Transactions are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations of the Target Companies relating to organization and standing, authorization, capitalization (other than the first sentence of such representation in the Business Combination Agreement) and finders and brokers being true and correct (without giving effect to any limitation as to “materiality” set forth therein) in all material respects on and as of the date of the Business Combination Agreement and as of the Closing Date; (ii) the representations and warranties set forth in the first sentence of the capitalization representation being true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the Business Combination Agreement and as of the Closing Date; (iii) all other representations and warranties of the Target Companies being true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or any similar limitation set forth therein) in all respects on and as of the date of the Business Combination Agreement and on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had a Material Adverse Effect; (iv) the Nemi Parties having performed in all material respects all of their respective obligations and complied in all material respects with all of their agreements and covenants under the Business Combination Agreement required to be performed or complied with on or prior to the Closing Date; (v) absence of any Material Adverse Effect with respect to the Target Companies since the date of the Business Combination Agreement; (vi) each of the Lock-Up Agreements with Nemi’s management, the Founder Lock-Up Agreements and the Amended Registration Rights Agreement being in full force and effect as of the Closing; (vii) having received resignations, in each case effective as of the Closing, of each of the directors, managers and/or officers (as applicable) of Nemi, as mutually agreed by Nemi and BHAV prior to Closing; (viii) having received employment agreements, in each case effective as of the Closing, in form and substance reasonably acceptable to BHAV and Nemi, between certain specified employees and Pubco; (ix) Nemi having delivered evidence that certain third-party consents have been received; (x) Nemi having delivered the Audited Financials to BHAV; (xi) Nemi having terminated certain agreements; and (xii) Nemi having delivered to BHAV a duly executed joinder to the underwriting agreement entered into in connection with BHAV’s initial public offering (the “IPO Underwriting Agreement”), pursuant to which Pubco will become a party to the IPO Underwriting Agreement.
Termination
The Business Combination Agreement may be terminated at any time prior to the Closing by either BHAV or Nemi if any of the conditions to the Closing have not been satisfied or waived by June 20, 2027 (the “Outside Date”); provided that if BHAV’s shareholders approve an extension of BHAV’s deadline to consummate an initial business combination beyond June 20, 2027, the Outside Date will be the last day of such extended period, or, in either case, such later date as may be agreed to in writing by BHAV and Nemi; provided, further, that the right to terminate will not be available to a party whose breach caused the failure of the Closing to occur by the Outside Date.
The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of BHAV and Nemi; (ii) by either BHAV or Nemi to the other party if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by Nemi for BHAV’s material breach of the Business Combination Agreement, such that the related closing condition would not be met, that is not cured within the earlier of 30 calendar days after notice and the Outside Date; (iv) by BHAV for the material breach by Nemi of the Business Combination Agreement, such that the related closing condition would not be met, that is not cured within the earlier of 30 calendar days after notice and the Outside Date; (v) by BHAV, if there is an uncured and continuing Material Adverse Effect on the Target Companies; (vi) by Nemi, if there is an uncured and continuing Material Adverse Effect on BHAV; (vii) by Nemi, if BHAV’s board of directors has made a Change in Recommendations; and (viii) by either Nemi or BHAV if BHAV holds its shareholder meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained.
If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to confidentiality, effect of termination, fees and expenses, trust fund waiver, and customary miscellaneous provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to such termination.
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Trust Account Waiver
The Nemi Parties agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in BHAV’s trust account held for its public shareholders, and have agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom).
Governing Law
The Business Combination Agreement is governed by New York law, provided that matters that are required to be governed by the laws of the Cayman Islands (including, without limitation, in respect of the Mergers and the exercise of appraisal and dissenters’ rights and the fiduciary duties that may apply to the directors and officers of the parties) shall be governed by the laws of the Cayman Islands and, the parties are subject to exclusive jurisdiction of federal and state courts located in New York, NY (and any appellate courts thereof).
Related Agreements
Lock-Up Agreements
On or prior to the Closing, BHAV and Pubco expect to enter into (i) lock-up agreements (each, a “Holder Lock-Up Agreement”) with Nemi shareholders (except for Anirudh Ravi Narayanan and ARN Advisory Partners), BHAV Partners LLC (the “Sponsor”), Giri Devanur, the At-Risk Capital Investors and certain members of Nemi’s management (the “Lock-up Parties”), and (ii) lock-up agreements (each a, “Founder Lock-Up Agreement” and, collectively with the Holder Lock-Up Agreements, the “Lock-Up Agreements”) with Anirudh Ravi Narayanan and ARN Advisory Partners.
Under the Holder Lock-Up Agreements, each Lock-Up Party will agree not to (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Pubco Common Stock to be received by such Lock-Up Party in the Transactions, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Pubco Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, in each case, for a period commencing from the date of the Closing and ending on the date that is the earliest of (x) six months after the Closing, (y) the date after the Closing on which Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares for cash, securities, or other property and (z) the date after the Closing on which the closing price of Pubco Class A Common Stock equals or exceeds $12.00 per share (as may be adjusted in accordance with the terms thereof) for any 20 trading days within any 30-trading day period commencing 75 calendar days after the Closing.
The terms of the Founder Lock-Up Agreements will be substantially similar to the Holder Lock-Up Agreements, except that the Lock-Up Period (as defined therein) will be for the period commencing from the date of the Closing and ending on the earliest of (i) 24 months after the Closing, (ii) the date after the Closing on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the right to exchange their shares for cash, securities or other property and (iii) the date after the Closing on which (x) the closing price of Pubco Class A Common Stock equals or exceeds $30.00 per share for any 20 trading days within any 30-trading day period commencing 75 calendar days after the Closing and (y) Pubco’s revenue equals or exceeds $30 million for any quarterly period as evidenced by interim or audited financial statements included in Pubco’s filings with Securities and Exchange Commission (the “SEC”).
Copies of the form of Holder Lock-Up Agreement and form of Founder Lock-Up Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
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Insider Letter Amendment
Contemporaneously with the execution of the Business Combination Agreement, BHAV, the Sponsor, Nemi and BHAV’s directors, officers and advisors (the “Insiders”) entered into an amendment (the “Insider Letter Amendment”) to the letter agreement, dated as of March 18, 2026 (the “Insider Letter”), that was entered into in connection with BHAV’s initial public offering, to, among other things (i) add Pubco as a party to the Insider Letter, (ii) revise the terms of the Insider Letter to reflect the Transactions, including having Pubco assume and be assigned the rights and obligations of BHAV under the Insider Letter, and (iii) amend the terms of the Insider Letter to conform with the lock-up terms in the Holder Lock-Up Agreements described above, in each case, subject to and contingent upon the Closing.
A copy of the Insider Letter Amendment is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
Subscription Agreement Amendment
On or prior to the Closing, BHAV, the Sponsor and Nemi, on the one hand, and each At-Risk Capital Investor, on the other hand, will each enter into an amendment (each, a “Subscription Agreement Amendment”) to the subscription agreements, each dated as of March 18, 2026 (the “Subscription Agreements”), that were entered into in connection with BHAV’s initial public offering, to, among other things (i) add Pubco as a party to the Subscription Agreements, (ii) to revise the terms of Subscription Agreements to reflect the Transactions, including having Pubco assume and be assigned the rights and obligations of BHAV under the Subscription Agreements, and (iii) amend the terms of the Subscription Agreements to conform with the lock-up terms in the Holder Lock-Up Agreements described above, subject to and contingent upon the Closing.
A copy of the form of the Subscription Agreement Amendment is attached as Exhibit 10.4 hereto and is incorporated herein by reference.
Amended and Restated Registration Rights Agreement
Contemporaneously with the Closing, BHAV and Nemi, on the one hand, and each of the Sponsor, the At-Risk Capital Investors, Nemi Shareholders and Maxim Group LLC (“Maxim”), on the other hand, will enter into an amended and restated registration rights agreement (each, an “Amended Registration Rights Agreement”), pursuant to which, among other things (i) Pubco will assume the registration obligations of BHAV under the original registration rights agreements entered into at the time of BHAV’s initial public offering, and (ii) such rights will apply to Pubco Common Stock with respect to the registration rights thereunder.
A copy of the form of Amended Registration Rights Agreement is attached as Exhibit 10.5 hereto and is incorporated herein by reference.
Sponsor Support Agreement
In connection with the execution of the Business Combination Agreement, on November 3, 2026, BHAV, Nemi and the Sponsor entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to, among other things, (i) subject to certain permitted transfers provided therein, not to transfer any Subject Securities (as defined in the Sponsor Support Agreement) until the Expiration Time (as defined in the Sponsor Support Agreement), (ii) to vote all the Subject Securities in favor of the proposals in connection with the Transactions, (iii) to vote all the Subject Securities against any alternative business combination or other proposal that would impede the Transactions; and (iv) subject to and conditioned upon the Closing, to waive any adjustment to the initial conversion ratio of the BHAV Class B Ordinary Shares that would otherwise result from the Transactions.
A copy of the Sponsor Support Agreement is attached as Exhibit 10.6 hereto and is incorporated herein by reference.
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Maxim Consent and Amendment
On November 3, 2026, BHAV and the Sponsor entered into a letter agreement (the “Maxim Consent and Amendment”) with Maxim, as representative of the underwriters in BHAV’s initial public offering, pursuant to which Maxim irrevocably and unconditionally consented to the Amended Registration Rights Agreement, the Subscription Agreement Amendment and the Insider Letter Amendment (including in its capacity as an express third-party beneficiary of the Insider Letter). The Maxim Consent and Amendment also amends the IPO Underwriting Agreement, to permit Cantor Fitzgerald & Co. (“Cantor”) to be engaged as underwriter, book-running manager or placement agent for future public and private equity, equity-linked and debt offerings of BHAV (or any successor or subsidiary) without triggering Maxim’s right of first refusal, provided that, for any Cantor-led offering during the term of such right of first refusal, Maxim will receive a cash fee equal to 1.5% of the aggregate gross proceeds of such offerings until cumulative gross proceeds equal $50,000,000, and 0.75% of aggregate gross proceeds in excess of $50,000,000.
A copy of the Maxim Consent and Amendment is attached as Exhibit 10.7 hereto and is incorporated herein by reference.
The Business Combination Agreement and other agreements described above have been included to provide current and prospective investors with information regarding their respective terms. They are not intended to provide any other factual information about BHAV, Nemi, or the other parties thereto. In particular, the assertions embodied in the representations and warranties in the Business Combination Agreement and documents ancillary thereto were made as of a specified date, are modified or qualified by information in one or more confidential disclosure schedules prepared in connection with the execution and delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Business Combination Agreement and documents ancillary thereto are not necessarily characterizations of the actual state of facts about BHAV, Nemi or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information that BHAV makes publicly available in reports, statements and other documents filed with the SEC. BHAV and Nemi investors and securityholders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.
The foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Business Combination Agreement, form of Holder Lock-Up Agreement, form of Founder Lock-Up Agreement, Insider Letter Amendment, form of Subscription Agreement Amendment, form of Amended Registration Rights Agreement, Sponsor Support Agreement and Maxim Consent and Amendment, copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and the terms of which are incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated herein by reference is the investor presentation that is expected to be used by BHAV and Nemi in connection with the Business Combination Agreement and the Transactions contemplated thereby.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
The proposed Business Combination will be submitted to the shareholders of BHAV for their consideration. A registration statement on Form S-4 (as may be amended, the “Proxy Statement/Prospectus”) is expected to be filed with the SEC, which will include preliminary and definitive proxy statements to be distributed to BHAV’s shareholders in connection with BHAV’s solicitation for proxies for the vote by BHAV’s shareholders in connection with the proposed Business Combination and other matters to be described in the Proxy Statement/Prospectus, as well as a prospectus relating to the securities to be issued in connection with the completion of the proposed Business Combination. After the Proxy Statement/Prospectus has been filed and declared effective by the SEC, BHAV will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination.
BHAV’s shareholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus in connection with BHAV’s solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the proposed Business Combination, because these documents will contain important information about BHAV, Nemi and the proposed Business Combination. This Report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. BHAV and Nemi may also file other documents with the SEC regarding the Business Combination. Shareholders may also obtain a copy of the preliminary or definitive Proxy Statement/Prospectus, once available, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with the SEC by BHAV and Nemi, without charge, at the SEC’s website located at www.sec.gov or by directing a request to BHAV Acquisition Corp or Nemi at 255 Old New Brunswick Rd., Suite N210, Piscataway, NJ 08854, or 12603 Southwest Freeway, Suite 555, Stafford, TX 77477, respectively.
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INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED BUSINESS COMBINATION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
BHAV, Nemi and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from BHAV’s shareholders in connection with the proposed Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of BHAV’s shareholders in connection with the proposed Business Combination will be set forth in the Proxy Statement/Prospectus when it is filed with the SEC. You can find more information about BHAV’s directors and executive officers in BHAV’s final prospectus related to its initial public offering dated March 18, 2026, and subsequent SEC reports. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the Proxy Statement/Prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This Report also does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, 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 any such jurisdiction. This Report is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K and exhibits attached herein contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the proposed Business Combination and the parties thereto. All statements contained in this Report, other than statements of historical fact, including, without limitation, statements regarding the proposed Business Combination between BHAV and Nemi; the anticipated benefits and timing of the proposed Business Combination; expected trading of the combined company’s securities on the Nasdaq Stock Market; the combined company’s future financial performance; the ability of the combined company to execute its business strategy, its market opportunity and positioning; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of Nemi’s and BHAV’s management and are not predictions of actual performance.
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These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Nemi and BHAV. These forward-looking statements are subject to a number of risks and uncertainties, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against Nemi or BHAV, the combined company or others following the announcement of the proposed Business Combination; (3) the inability to complete the proposed Business Combination due to the failure to obtain approval of the shareholders of Nemi or BHAV or to satisfy other conditions to closing; (4) changes to the proposed structure of the proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the proposed Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the proposed Business Combination; (6) the risk that the proposed Business Combination disrupts current plans and operations of Nemi as a result of the announcement and consummation of the proposed Business Combination; (7) Nemi’s ability to scale and grow its business, and the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; (8) risks that the Business Combination disrupts current plans and operations of Nemi; (9) the ability to implement business plans, forecasts, identify and realize additional opportunities, and other expectations; (10) political, social or economic instability in the emerging markets, including the Middle East, and other countries in which Nemi, the post-combination company, and other channel participants and customers of some or all of the foregoing operate or plan to operate; (11) risks relating to product development and commercialization timing, customer adoption and strategic partnerships; (12) Nemi’s ability to maintain and recognize benefits from its existing strategic relationships; (13) costs related to the proposed Business Combination; (14) changes in applicable laws or regulations; (15) changes in government mandates, requirements and standards as they relate to artificial intelligence, quantum security and infrastructure; (16) Nemi’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; (17) any downturn or volatility in economic conditions; (18) changes in the competitive environment affecting Nemi or its customers, including Nemi’s inability to introduce new products or technologies; (19) the impact of pricing pressure and erosion; (20) supply chain risks; (21) risks to Nemi’s ability to protect its intellectual property and avoid infringement by others, or claims of infringement against Nemi; (22) the possibility that Nemi or BHAV may be adversely affected by other economic, business and/or competitive factors; (23) Nemi’s estimates of its financial performance; (24) risks related to the fact that BHAV is incorporated in the Cayman Islands and governed by Cayman Islands law; (25) and those factors discussed in BHAV’s final prospectus related to its initial public offering dated March 18, 2026, under the heading “Risk Factors,” and subsequent Quarterly Reports on Form 10-Q, the Proxy Statement/Prospectus, or other documents that will be filed with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Nemi nor BHAV presently knows or that Nemi and BHAV currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the foregoing factors and the other risks and uncertainties to be described in the “Risk Factors” section of the Proxy Statement/Prospectus to be filed by BHAV and Nemi with the SEC, and other documents filed by BHAV and/or Nemi from time to time with the SEC. In addition, forward-looking statements reflect Nemi’s and BHAV’s expectations, plans or forecasts of future events and views as of the date of this Report. Nemi and BHAV anticipate that subsequent events and developments will cause Nemi’s and BHAV’s assessments to change. However, while Nemi and BHAV may elect to update these forward-looking statements at some point in the future, Nemi and BHAV specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Nemi’s and BHAV’s assessments as of any date after the date of this Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1*† | Business Combination Agreement, dated as of November 3, 2026, by and among BHAV Acquisition Corp, Nemi Corp., Merger Sub 1, Nemi LLC, and BNC Motors Pvt. Ltd. | |
| 10.1* | Form of Holder Lock-Up Agreement, by and among Nemi Corp., BHAV Acquisition Corp and the holders party thereto. | |
| 10.2* | Form of Founder Lock-Up Agreement, by and among Nemi Corp, BHAV Acquisition Corp and the holders party thereto. | |
| 10.3† | Insider Letter Amendment, dated as of November 3, 2026, by and among BHAV Acquisition Corp, BHAV Partners LLC, Nemi Corp. and the other parties thereto. | |
| 10.4 | Form of Subscription Agreement Amendment, by and among BHAV Acquisition Corp, BHAV Partners LLC, Nemi Corp. and the other parties thereto. | |
| 10.5† | Form of Amended and Restated Registration Rights Agreement, by and among BHAV Acquisition Corp, Nemi Corp. and the other parties thereto. | |
| 10.6† | Sponsor Support Agreement, dated as of November 3, 2026, by and among BHAV Acquisition Corp, BHAV Partners LLC and Nemi Corp. | |
| 10.7* | Consent and Amendment, dated November 3, 2026, by and among Maxim Group LLC, BHAV Acquisition Corp and BHAV Partners LLC. | |
| 99.1** | Investor Presentation, dated as of November 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
| † | Certain personally identifiable information has been omitted from this Exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BHAV Acquisition Corp | ||
| By: | /s/ Giri Devanur | |
| Name: | Giri Devanur | |
| Title: | Chief Executive Officer and Director | |
| Date: November 9, 2026 | ||
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Exhibit 99.1
OUR GOAL: DO FOR HARDWARE WHAT LLMs DID FOR SOFTWARE LMM for Physical AI PROPOSED BUSINESS COMBINATION WITH BHAV ACQUISITION CORP (NASDAQ: BHAV) INVESTOR PRESENTATION · OCT 2026 BCA DATED NOV 03, 2026 NOT APPROVED OR DISAPPROVED BY THE SEC
LEGAL · 1 OF 2 Disclaimer ABOUT THIS PRESENTATION This presentation (together with any oral commentary, the “Presentation”) is provided solely for informational purposes to assist interested parties in evaluating a proposed business combination (the “Business Combination”) between Nemi Corp, a Texas corporation (together with its subsidiaries, “Nemi” or the “Company”), and BHAV Acquisition Corp (“BHAV”), a Cayman Islands exempted company and special purpose acquisition company. The Presentation is preliminary in nature, does not purport to contain all of the information that may be required to evaluate the Business Combination, and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Recipients should conduct their own investigations and analyses of Nemi, BHAV and the Business Combination, and should consult with their own legal, regulatory, tax, business, financial and accounting advisors to the extent they deem necessary. Nothing herein constitutes financial, legal, tax, investment or other advice, nor a recommendation to purchase or sell any security. DISTRIBUTION This Presentation is furnished in connection with the Business Combination and may be filed with the United States Securities and Exchange Commission (the “SEC”). The distribution of this Presentation may be restricted by law in certain jurisdictions, and recipients are required to inform themselves of, and to observe, any such restrictions. NO REPRESENTATIONS OR WARRANTIES No representations or warranties, express or implied, are given in, or in respect of, this Presentation or the accuracy or completeness of the information contained herein. To the fullest extent permitted by law, in no circumstances will Nemi, BHAV or any of their respective subsidiaries, equity holders, affiliates, representatives, partners, directors, officers, employees, advisors or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or the opinions communicated in relation thereto or otherwise arising in connection therewith. Certain information contained herein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, none of Nemi, BHAV or their respective affiliates or representatives have independently verified such information or make any representation as to its accuracy or completeness. STATUS OF THE TRANSACTION Nemi and BHAV entered into a business combination agreement dated Nov 03, 2026 (the “BCA”). Under the BCA, BHAV will merge with subsidiaries of Nemi Corp, Nemi Corp will be the listed company, and intends to file a registration statement on Form S - 4, targeted for November 2026, with closing targeted for the first quarter of 2027. Completion of the Business Combination is subject to the conditions set out in the BCA, including BHAV shareholder approval, regulatory approvals, effectiveness of the registration statement, Nasdaq listing approval and a minimum - cash condition that the parties may waive. Either party may terminate the BCA if the Business Combination has not closed by June 20, 2027 (or a later extended date). FORWARD - LOOKING STATEMENTS Certain statements in this Presentation are forward - looking statements. The safe harbor for forward - looking statements under the U.S. Private Securities Litigation Reform Act of 1995 is not available for statements made in connection with the Business Combination, and neither Nemi nor BHAV relies on it. Forward - looking statements include statements regarding Nemi’s target of $120M of Operating ARR twelve months after the closing of the Business Combination and its other operating milestones; the illustrative operating targets for a potential acquisition; market opportunity and market share; Nemi’s product and technology roadmap; the acquisition pipeline and geographic expansion plans; and the anticipated timing, structure, benefits, PIPE financing and completion of the Business Combination. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “should,” “target” and “will,” and similar expressions, identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. These statements are based on the current expectations of the management of Nemi and BHAV and are not predictions of actual performance. They are subject to significant known and unknown risks and uncertainties, many of which are beyond the parties’ control, including satisfaction of closing conditions (among them the minimum - cash condition and the effectiveness of the registration statement); the level of redemptions by BHAV’s public shareholders; the outcome and size of the PIPE financing; the geographic concentration of Nemi’s operations in India; execution of the M&A pipeline and integration of acquired businesses; competition, including from substantially better - capitalized entrants; retention of key personnel; and the other factors to be described under “Risk Factors” in the registration / proxy statement referred to herein. Actual results may differ materially. Neither Nemi nor BHAV undertakes any obligation to update or revise forward - looking statements, except as required by law. Past performance is not indicative of future results. PLACEMENT AGENT Cantor Fitzgerald & Co. (“Cantor”) is acting as sole placement agent to Nemi in connection with the PIPE and the Business Combination. Cantor has not independently verified the information in this Presentation and makes no representation or warranty, express or implied, as to its accuracy or completeness. 02
LEGAL · 2 OF 2 Disclaimer (continued) USE OF PROJECTIONS AND TARGETS (ITEM 1609) Other than a management target of $120M of Operating ARR for the quarter ending twelve months after the closing of the Business Combination (the “ARR Target”), the related management estimates of Operating ARR at closing and of how the ARR Target builds up by source (open POs, conversion of LOIs and management pipeline, and acquisitions) (the “Estimates”) and management’s expectation that Nemi’s EV business will become profitable in 2027 (slide 33; the “EV Expectation”), this Presentation does not include projected financial information. The ARR Target, the Estimates, the EV Expectation and the indexed operating targets shown for an illustrative acquisition were prepared by Nemi management as of September 30, 2026 for internal planning and for this Presentation, reflect management’s view as of the date hereof and will not be updated except as required by law. Material assumptions underlying the ARR Target: funding of approximately $100M before and at closing (up to $50M of pre - closing financing by January 2027, with the balance from the trust and the PIPE at closing); completion of planned capacity additions; and the closing and integration of acquisitions on management’s timetable, with ~25% ($30M) of the ARR Target dependent on acquisitions not yet signed. The ARR Target is ~32 × the Q3 2026 run - rate (~$3.7M) and ~6 × the run - rate estimated at closing (~$20M). The Estimates assume LOIs convert into purchase orders (“POs”) or are renewed and pipeline volumes are realized; they are not secured demand (see the risk factors). The EV Expectation assumes higher vehicle volumes on the existing plant, more localized components and growth in leasing and maintenance revenue, as reflected in management’s financial model. The ARR Target, the Estimates and the illustrative acquisition targets are not forecasts of revenue or other results. These items have not been audited, reviewed or compiled by any auditor, and actual results may differ materially; their inclusion is not a representation that they will be achieved. The registration statement / proxy statement will include the information required by Item 1609 of Regulation S - K of the Securities Act of 1933, as amended (the “Securities Act”). FINANCIAL INFORMATION This Presentation does not include historical or projected financial statements. Unless stated as provisional or adjusted, FY2025 revenue and FY2024 and FY2025 gross margins and cost of revenue shown are derived from the audited consolidated financial statements, which report a single operating segment, and from the U.S. GAAP financial statements of Nemi’s operating subsidiaries used in the consolidation. Operating information in this Presentation (including customer counts, purchase orders, letters of intent and Operating ARR) is unaudited, is based on management records and may differ from information in the audited financial statements. The consolidated financial statements of BNC Motors Private Limited and its subsidiaries as of and for the years ended December 31, 2025 and 2024, prepared in accordance with U.S. GAAP and audited in accordance with PCAOB standards, will be included in the registration statement / proxy statement. Jan – Sep 2026 revenue and cash use, the Q3 2026 run - rate, and the September 30, 2026 cash, working capital and net debt are from Nemi’s provisional consolidated accounts (Indian GAAP, unaudited), which may differ from the U.S. GAAP financial statements to be included in the registration statement / proxy statement. Amounts from the audited financial statements are shown in US$ as presented in those statements; other rupee amounts are converted at ₹95.98 / US$ (FBIL, September 30, 2026). KEY OPERATING METRICS AND NON - GAAP MEASURE This Presentation refers to Operating ARR and to customer metrics (enterprise customers, repeat rate and existing - customer share), which are operating metrics, not measures of financial performance under U.S. GAAP. They are calculated from management records, are unaudited, may be calculated differently from similarly titled metrics used by other companies and should not be considered in isolation or as a substitute for GAAP measures. Operating ARR is the latest quarter’s external revenue × 4, not contracted or recurring revenue. Definitions appear in the glossary. Adjusted gross margin (slide 33) is a non - GAAP financial measure, reconciled to gross margin on that slide; it is not a substitute for U.S. GAAP measures. INDUSTRY & MARKET DATA; TRADEMARKS Information regarding markets, market size, growth rates, penetration and competitive position contained herein is based on publications and reports of third - party sources (including World Bank, BEA / BLS, U.S. Census Bureau and industry publications), on management estimates, and on assumptions derived from those sources. Neither Nemi nor BHAV has independently verified such third - party information, and no representation is made as to its accuracy or completeness. While we believe that the industry and market data included herein is generally reliable, such information is inherently imprecise. While we are not aware of any misstatements regarding the industry and market data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. This Presentation may contain trademarks, service marks, trade names and copyrights of third parties, which are the property of their respective owners; use or display thereof does not imply an endorsement of, or relationship with, Nemi or BHAV. NO OFFER OR SOLICITATION This Presentation does not constitute (i) an offer to sell, or a solicitation of an offer to buy, any securities, or (ii) a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination, 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 offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an applicable exemption. Any securities offered in a private placement (including any PIPE financing) will not be registered at the time of issuance and will be offered only to qualifying investors in reliance on available exemptions. IMPORTANT INFORMATION; WHERE TO FIND IT In connection with the Business Combination, Nemi Corp intends to file a registration statement on Form S - 4 with the SEC, which will include a preliminary proxy statement of BHAV and a preliminary prospectus of Nemi Corp. After the registration statement is declared effective, BHAV will mail a definitive proxy statement / prospectus to its shareholders as of the record date set for its extraordinary general meeting. BHAV’s shareholders and other interested persons are urged to read the preliminary and definitive proxy statement / prospectus, and all other relevant documents filed or to be filed with the SEC, when available, because they will contain important information about Nemi, BHAV and the Business Combination. Shareholders will be able to obtain free copies at www.sec.gov. 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 regarding such persons and a description of their interests will be contained in the registration / proxy statement when filed and in BHAV’s filings with the SEC (including its IPO prospectus dated March 18, 2026), each available free of charge at www.sec.gov. 03
01 Introduction
01 · INTRODUCTION The investment case: six reasons, one flywheel THE OPPORTUNITY 01 Manufacturing decides long - term relevance Defense, energy, infrastructure, mobility and health all need factories. Whoever doesn’t operate and manufacture their own products depends on someone else. 02 Parity in high - labor - cost countries needs automation Labor arbitrage moved production offshore. Automation is the lever that closes the gap. 03 LMM is built to automate manufacturing end - to - end Nemi’s Large Manufacturing Model (“LMM”) is built to automate manufacturing end - to - end; do for hardware what LLMs did for software. 04 Nemi’s commercial traction today 50+ GLOBAL ENTERPRISE CUSTOMERS $100M+ NON - BINDING LOIs · INDICATIVE VALUE TO 2028 05 A disciplined plan, not a moonshot Next 12 months: growth plans mainly organic, including LOI conversion and orders in hand. Over three years: mainly from acquiring traditional manufacturers and retrofitting them with the LMM. Future Manufacturing - as - a - Service (“MaaS”) profits and the proceeds of this transaction expected to fund LMM development. 06 A very large market that moves on cost, quality and speed ~$17.6T of global manufacturing value added (2025). We believe share shifts to whoever leads on all three, and the LMM helps establish that lead. THE FLYWHEEL Apply LMM to increase automation → Automation improves cost, quality and speed… → … which enables Nemi to win more work → … which can generate profits and more data … → … which further improves the LMM ↺ Enterprise customers: companies and institutions billed in Jan – Sep 2026 by MaaS, EV fleets and exports, counted at group level; individual retail and rental buyers are not counted (management records, unaudited). LOIs: non - binding letters of intent signed Aug – Sep 2026, $107.4M of indicative value to 2028 at the volumes in the LOIs, mostly beyond their 12 - month terms, and at Nemi’s reference price where an LOI states no price; they may not convert. Statements of belief are management’s current view, not guarantees. Market size: World Bank, manufacturing value added, current US$, 2025 (NV.IND.MANF .CD ). 05 Founder locked up for up to two years (slide 11).
01 · INTRODUCTION Nemi today: at a glance Nemi is a Physical AI and Manufacturing - as - a - Service company that applies its proprietary Large Manufacturing Model to automate product lifecycle, from initial concept and engineering through manufacturing, quality control and delivery 01 WHAT NEMI DOES Manufacturing - as - a - Service (MaaS) Engineering, prototyping, production and assembly for aerospace, defense and auto customers; EV subsidiary in India. 02 HOW NEMI AUTOMATES Tools, applications, hardware Anvil automates design. Orion runs the factory. Atlas tracks post - production and continuous improvement. 03 HOW NEMI SCALES Customers, capacity and acquisitions Win more customer programs, add capacity and acquire manufacturers where Nemi believes its technology can lift efficiency. NEMI TODAY · SELECT OPERATING METRICS AND TARGET 300K+ SQ FT FACTORY SPACE 50+ ENTERPRISE CUSTOMERS $120M OPERATING ARR TARGET 82% MAAS REPEAT RATE $14M+ OPEN PURCHASE ORDERS Unaudited management records unless stated. LMM status: design automation (Anvil) is live; in factory operations (Orion), ERP is live, factory automation is in pilot and robotics are at prototype stage; the LMM uses third - party AI models (slide 17). Footprint: present factory footprint in India. Enterprise customers: companies and institutions billed in Jan – Sep 2026 by MaaS, EV fleets and exports, at group level; individual retail and rental buyers are not counted. Open POs (Oct 14, 2026, net of invoicing to September 30, 2026; audited financial statements, Note 2(d)): $14.45M across 52 POs from 16 customers, including bl anket POs from a fleet customer, subject to the realization of certain contractual milestones. Repeat rate: share of FY2025 MaaS revenue from customers billed again in 2026, excluding related parties. $120M: management target for Operating AR R i n the quarter ending 12 months after closing; a forward - looking statement, not a forecast (see slide 3). Open POs in US$ as in the audited statements; other amounts at ₹95.98 / US$ (FBIL, Sep 30, 2026). 06
01 · INTRODUCTION The world order has followed manufacturing HISTORICALLY, MANUFACTURING LEADERSHIP HAS SHIFTED WITH CHANGES IN HOW THINGS ARE MADE 1860 Britain ~20% of world manufacturing, with ~2% of world population 1913 Germany ~15% of world manufacturing, overtaking Britain (13.6%) 1953 United States ~45% of world manufacturing output 1993 Japan ~22% of world manufacturing value added, nearly level with the US (22.9%) 2024 China ~28% of world manufacturing value added, now leading AT STAKE TODAY WHAT A COUNTRY CAN'T MAKE, IT DEPENDS ON OTHERS FOR DEFENSE Drones, munitions, ships ENERGY Turbines, grid, batteries HEALTH Devices, drug lines MOBILITY Cars, aircraft, rail INFRASTRUCTURE Steel, raw materials, equipment MATERIALS Extraction, refining EACH SHIFT FOLLOWED A CHANGE IN HOW THINGS ARE MADE: STEAM, SCIENCE, MASS PRODUCTION, LEAN, SCALE. WE BELIEVE THE NEXT IS PHYSICAL AI. Sources: Bairoch (1982), 'International Industrialization Levels from 1750 to 1980', via Kennedy, The Rise and Fall of the Gr eat Powers (1987): Britain 1860, Germany 1913, US 1953; UN Statistics Division national accounts (manufacturing value added, current US$) via M. J. Perry (AEI / FEE): Japan 22.1% and US 22.9%, 1993; World Bank, manufacturing value added (NV.IND.MANF. CD) , China 2024. Different series and methods; shares are indicative. Images: nemilmm.com ('The world order is determined by hardware and manufacturing'), Nemi. 07
01 · INTRODUCTION US manufacturing has declined, a trend policy now aims to reverse LABOR COST MOVED MANUFACTURING OFFSHORE; WE BELIEVE AUTOMATION CAN BRING IT BACK UNITED STATES · PEAK VS LATEST · % 44.7 32.1 17.3 8.0 Share of world mfg output Mfg share of US jobs 1953 (post-war peak) Latest (2024 / 2026) Output share fell from ~45% to ~17%; manufacturing went from ~1 in 3 US jobs to fewer than 1 in 12. The two output figures come from different series (volume index vs current - US$ value added) and are indicative. 1 · WHY IT LEFT Labor cost and lost skills moved production offshore 10 – 50% higher US costs than offshore (Reshoring Initiative, 2024) 2.0 – 2.4M US jobs lost to the China shock, 1999 – 2011 (Acemoglu et al., 2016) 1.9M of 3.8M manufacturing jobs could go unfilled by 2033 (upper estimate; Deloitte / Manufacturing Institute) 2 · WHY IT CAN COME BACK Governments now pay to rebuild capacity $52.7B CHIPS and Science Act funding (Senate Commerce summary) ~3 × US manufacturing construction in 2024 vs 2021: $244B vs $82B (Census) 244,940 reshoring and FDI jobs announced in 2024 (Reshoring Initiative) Sources: Bairoch (1982) via Kennedy (1987): US 44.7% of world manufacturing output, 1953; World Bank (NV.IND.MANF.CD) and BEA (F RED VAMA): US ~17.3% of world manufacturing value added, 2024; BLS CES (MANEMP/PAYEMS): 32.1% (1953), 7.96% (Sep - 2026); Reshoring Initiative 2024 Data Report; Acemoglu, Autor, Dorn, Hanson & Price (2016); Deloitte & Manufacturing Instit ute (Apr - 2024); Senate Commerce CHIPS summary; Census via FRED TLMFGCONS. Why a US listing: management’s beliefs. 08 WHY A US LISTING WE BELIEVE The US is central to the next era of advanced manufacturing The US is the best source of demand The US is the best source of capital The US is the best place for innovation and talent
01 · INTRODUCTION The Nemi Master Plan: the founder's letter on one page FROM THE FOUNDER · WHY NOW · THE PLAN · WHY IT IS NOT A BINARY BET 01 Manufacturing goes through revolutions every few decades. Assembly line (1913), Toyota Production System (1950), computing (1990s). Each moved market share to fast adopters. Software has had its AI moment; hardware has not. A part can still take a month to design and a year to tool. Nemi is building the Large Manufacturing Model: AI tools, hardware and applications across the whole arc of a product, with the goal of doing for hardware what LLMs did for software. Hardware data lives inside factories. Most of it isn’t public, so we believe whoever automates hardware needs to be the manufacturer. WHY NOW 02 Be the manufacturer. Run our own full - stack factories, provide MaaS. Phase 1 · Automate eNvision + Engineer. AI - native computer aided - design (“CAD”), simulation and product lifecycle management (“PLM”); win high - product mix, low - volume work; buy manufacturers to compound data and profits. Phase 2 · Automate Manufacture. A digital - twin enterprise resource planning (“ERP”) orchestrates people, then robots built by ROI; move into high - volume work. Phase 3 · Open the platform. Tools and factories for others to build on. THE PLAN 03 A very large prize. We believe LMM - run companies become so much faster and cheaper that adoption becomes compelling. Won on cost, quality and speed. Automation is designed to improve all three. No moonshot. MaaS involves acquiring traditional manufacturing businesses, growing their revenue and profits, and reinvesting those profits, together with the capital from this transaction, to fund the LMM development. Make adoption compelling. More data sharpens automation and more automation makes it harder for others to compete; we believe this will eventually make adoption of LMM - like systems necessary to stay competitive. NOT A BINARY BET THE MASTER PLAN RUN THE FACTORIES → AUTOMATE DESIGN → AUTOMATE THE FLOOR → OPEN THE PLATFORM Condensed by management from the full Master Plan letter (Sep - 2026); full text available on request. Forward - looking and belief statements are subject to the risks in this presentation. LMM is Nemi's name for its manufacturing - intelligence system, an analogy to LLMs, not a technical equivalence claim. 09
01 · INTRODUCTION Leaders who built manufacturing and AI systems at scale Anirudh Ravi Narayanan FOUNDER & CEO Aerospace defense - electronics engineer → Yale → McKinsey Digital + Industrial practices → built Nemi’s factories from greenfield. BS ECE ROSE - HULMAN · MBA YALE · McKINSEY Kevin Flick CFO 20+ yrs principal investing, capital markets & M&A; $5B+ raised; listed 3 companies on NASDAQ, NYSE & TSX. GOLDMAN SACHS · HICKS MUSE · EY Shreerith Seshadri CTO Deployed AI used by 100M+ at Meta Quest / Vision; shaped early architecture at Eightfold.AI. META · EIGHTFOLD.AI · CS, UIUC Gokul Madhavan CSO Led M&A integrations, built digital finance ops, led digital transformations. A.B. + PHD HARVARD · MBA YALE · McKINSEY Sam Swaminathan CBO Ex - SVP, Fractal Analytics, Ex - VP Aztec Software, early investor and Board director at Nemi. DE LA CRÈME VENTURES · FRACTAL Vinoth Thiruvenkatasamy COO 20+ years in automotive manufacturing and R&D (Nissan, Ford). Scaled production lines from pilot to 100K+ units. NISSAN · FORD · 100K+ UNIT LINES 10
01 · INTRODUCTION Founder alignment: no sale, pledge or hedge for two years AGREED VOLUNTARILY BY THE FOUNDER IN THE BCA · FROM CLOSING · NO WAIVER EXCEPT FOR TAXES The Founder has agreed in the BCA, voluntarily, not to sell, pledge or hedge the Nemi Corp shares he holds directly and throu gh ARN Advisory Partners for two years from closing, whether or not he remains CEO, subject to customary exceptions set out in the BCA (such as estate - planning transfers and transfers to affiliates, with the shares remaining locked up). The loc k - up cannot be waived, except to cover personal taxes arising from the restructuring. Early release requires both tests: a share price of at least $30.00 on 20 of any 30 consecutive trading days, and revenue of at least $30M in each of two consec uti ve quarters (~$120M of Operating ARR). Other lock - ups under the BCA: other Nemi shareholders (excluding investors in the pre - closing financing) and BHAV founder shares 6 months, or earlier subject to a $12.00 share - price test; BHAV private un its 30 days; Nemi management and Maxim are also locked up. Shares issued in the PIPE or the pre - closing financing are not under the BCA lock - ups. Terms as summarized; the BCA governs its lock - ups. 11 NO SALE, PLEDGE OR HEDGE FOR TWO YEARS · EARLY RELEASE ONLY AT 3 × THE DEAL PRICE AND $30M OF QUARTERLY REVENUE THE COMMITMENT 2 years FROM CLOSING ▪ No sale, pledge or hedge of his shares, subject to customary exceptions ▪ Covers shares he holds directly and through ARN Advisory Partners ▪ Applies whether or not he remains CEO ▪ No waiver other than to cover personal taxes from restructuring EARLY RELEASE ONLY IF BOTH ARE MET OTHERWISE THE TWO YEARS RUN IN FULL $30 SHARE PRICE · 20 OF 30 TRADING DAYS 3 × the $10.00 deal price $30M QUARTERLY REVENUE · TWO CONSECUTIVE QUARTERS $120M ARR equivalent, the Operating ARR target AND LOCK - UPS AFTER CLOSING FOUNDER VS OTHER HOLDERS Founder 24 months Voluntary, in the BCA · no waiver except taxes Other Nemi holders 6 months Excl. pre - closing round · earlier at $12.00 BHAV founder shares 6 months Sponsor and its investors · earlier at $12.00 BHAV private units 30 days Bought in BHAV’s IPO private placement PIPE and pre - closing shares are not under the BCA lock - ups; any lock - up will be set in those financings.
01 · INTRODUCTION Our sponsor: BHAV Acquisition Corp NASDAQ: BHAV · $100M SPAC · LISTED MARCH 2026 Giri Devanur CEO & DIRECTOR, BHAV ACQUISITION CORP SOLE MANAGING MEMBER OF THE SPONSOR, BHAV PARTNERS LLC Seasoned operator: founded and sold iVega, then CEO through three Nasdaq listings: AMERI (2017), reAlpha (2023) and BHAV (2026). FOUNDER & EXECUTIVE CHAIRMAN, REALPHA TECH CORP (NASDAQ: AIRE) Founded the AI real - estate platform in 2021, listed it on Nasdaq through a direct listing (October - 2023) and was its CEO until June - 2025. PRESIDENT & CEO, AMERI HOLDINGS / AMERI100 (2015 – 17) More than doubled revenue in two years through a disciplined acquisition program and uplisted the company to Nasdaq (Nov - 2017). WHAT BHAV BRINGS 25+ years leading technology companies and their boards · public - company governance and reporting · capital raising and M&A execution, which our acquisition plan needs · a network of family offices, hedge funds and public - and private - company executives BHAV ACQUISITION CORP · NASDAQ LISTING CEREMONY $100M IN TRUST · 10M UNITS AT $10.00 · BHAVU / BHAV / BHAVR CFO: C.K. SETTI · 3 INDEPENDENT DIRECTORS · TRUSTEE: CONTINENTAL · IPO UNDERWRITER: MAXIM Sources: BHAV prospectus (424B4, 18 - Mar - 2026); reAlpha Tech Corp 8 - K (June - 2025) and release (23 - October - 2023); AMERI Holdings 1 0 - K (FY2017) and 8 - Ks (Nov - and Dec - 2017). 12
02 How Nemi automates manufacturing
02 · HOW NEMI AUTOMATES MANUFACTURING Every physical product runs the same four - stage loop ILLUSTRATIVE EXAMPLE: A SMARTPHONE N ENVISION DEFINE screen, camera, battery, price point DESIGN form, materials, look and feel E ENGINEER ARCHITECT board, battery, housing, antenna ENGINEER mechanical CAD, printed circuit board design, firmware SIMULATE drop, thermal, radiofrequency, tolerance RELEASE drawings, bill of materials (“BOM”), PLM, test specifications M MANUFACTURE DEPLOY CAPEX lines, tooling, molds, test rigs BUILD SUPPLY CHAIN supplier development, sourcing PRODUCE surface - mount technology, molding, assembly, quality control (“QC”) DISPATCH pack, ship, customs I IMPROVE ↺ DISTRIBUTE channel, pricing, launch SERVICE repairs, returns, field data ITERATE next model, faster and cheaper Today each step is a different team, tool and data silo. Within a product, there can be multiple components, each of which runs the above loop on its own; for example, an electric vehicle would have hundreds of parts across battery, motor, electronics and plastics, each of which goes through the above process. This is why it takes years and millions of dollars in investments to create complex physical products for the first time. Hardware remains hard - it has yet to have its LLM moment. Images: Unsplash. 14
02 · HOW NEMI AUTOMATES MANUFACTURING Today’s tools vs Nemi’s stack: all stages × every process planned TOP ROW = TODAY'S POINT TOOLS · CELLS = NEMI COVERAGE BY MATURITY ENVISION ENGINEER MANUFACTURE IMPROVE DEFINE DESIGN ARCHITECT ENGINEER SIMULATE RELEASE DEPLOY CAPEX SUPPLY CHAIN PRODUCE DISPATCH DISTRIBUTE SERVICE ITERATE TODAY (POINT TOOLS) PRD docs + market research ID / render tools + prototypes Spreadsheets + manual MCAD + ECAD Computer - aided engineering (“CAE”) / simulation PLM CAD + vendor quotes ERP + email / manual Manufacturing execution system (“MES”) + PLC / SPMs + manual ERP / warehouse management system (“WMS”) + manual Customer relationship management (“CRM”) + ERP Ticketing + field service Spreadsheets + meetings ELECTRONICS PLASTICS BATTERY MOTOR METAL PARTS TOOLING & SPECIAL PURPOSE MACHINES (“SPMs”) ASSEMBLY ANVIL DESIGN & ENGINEERING ORION FACTORY OS · DIGITAL TWIN · ERP ATLAS POST - SALES · CRM Traditionally, each column is a separate tool or manual process, and few connect to the next. Nemi runs the stages in one sys tem on a single data backbone. Maturity differs by stage: design is live, parts of the floor and the post - sales loop are pilots, and closed - loop iteration is on the roadmap. We aim to bring all cells to maturity by the end of Phase 2. Columns: the 13 steps of the product loop. Top row = the tool categories typically used at each step today (PRD documents, ID /re nder tools, MCAD/ECAD, CAE, PLM, ERP, MES, WMS, CRM, field - service ticketing). Representative categories, not a vendor map. Maturity shading is indicative, as assessed by management. 15 LIVE: IN USE ON NEMI PROGRAMS PILOT: PARTIAL / PROTOTYPE ROADMAP: NOT YET BUILT AUTOMATING MANUFACTURING = FILLING EVERY CELL AND CONNECTING THEM. SHADING SHOWS HOW FAR NEMI IS TODAY
02 · THE DATA MOAT Hardware has no internet to scrape. Whoever runs the factories has the data. LLMs train on public data anyone can scrape. Most manufacturing know - how isn’t public: it is locked inside factories. We believe running our own factories gives the LMM data others can’t scrape: in our view a structurally stronger moat than in software. 01 Run the factories → 02 Capture the data → 03 Improve the LMM LMM uses Nemi process data subject to customer contracts and to export - control and security rules, including on defense and aero space programs; see the risk factors. 16
02 · HOW NEMI AUTOMATES MANUFACTURING The LMM suite: Anvil · Orion · Atlas SCREENS ON THIS PAGE ARE REAL SCREENSHOTS · METRICS ARE MANAGEMENT - MEASURED ANVIL LIVE DESIGN & ENGINEERING Prompt → parametric CAD, electronics, simulation, PLM CAD MECHANICAL · CAD ELECTRONICS · SIMULATION · PLM ORION PILOT LIVE FACTORY OPERATING SYSTEM Digital twin integrated with robotics, cameras, sensors and machines DIGITAL TWIN · ERP · ROBOTICS ATLAS LIVE PILOT COMMERCIAL & POST - SALES Post - sales usage tracking and continuous improvement CRM · AFTER - SALES LOOP ~9 × Benchmarked against pre - LMM, measured in total man - hours before vs. after DESIGN OUTPUT PER ENGINEER ~3 × Lead - time reduction on design vs. the pre - LMM benchmark DESIGN SPEED ~3 × Reduction in resource requirement for same number of jobs vs. pre - LMM benchmark RESOURCE REDUCTION 35+ Customer (MaaS) and internal programs run through the LMM over the past 12 months PROGRAMS Status: Anvil live; Orion: digital - twin ERP deployed, factory orchestration in pilot, low - cost robotics in development; Atlas: C RM live, post - sales loop in pilot. Design metrics (Anvil, Envision + Engineer): ~9 × productivity increase is the combined effect of ~3 × faster design and ~3 × fewer engineers per design package, not three separate gains; measured on 35+ programs against pre - LMM baselines for similar wo rk (man - hours, elapsed hours and number of engineers). LMM: Nemi’s in - house tools (rendering, mechanical and electronics CAD, ERP, vision and others) and the applications built on them, each using the thi rd - party AI models best suited to the task; Nemi does not build its own foundation models. Metrics are internal management measurements (A, unaudited), not independently verified; live customer programs and internal prototypes combined; cas e examples on slides 41 – 44. 17
02 · ANVIL COVERS EVERYTHING FROM CONCEPT TO ENGINEERING RELEASE Within each suite are multiple capabilities 01 Prompt → concept → CAD → 02 CAD → tool design → 03 Tool design → simulation → 04 BOM release → PLM Similar capabilities also available for electronics parts, batteries, and motors. WHAT FOUNDATION MODELS DID FOR SOFTWARE PLANNING → AUTOMATED · CODE → GENERATED ITERATION → INSTANT WHAT THE LMM DOES FOR MANUFACTURING DESIGN → GENERATED (LIVE) · PRODUCTION → AUTOMATED (PILOT) · ITERATION → REAL - TIME (ROADMAP) 18
02 · HOW NEMI AUTOMATES MANUFACTURING The Master Plan: disciplined approach to profitable growth PHASE 0 (COMPLETED) Manufacturing - as - a - Service Full - stack · enterprise customers across industries PHASE 1 (WE ARE HERE NOW) Automate Design (eNvision + engineer) High - product mix, low - volume · Aerospace, Defense, Space, High - end Auto PHASE 2 Automate the Factory (manufacture + improve) High - volume Low - mix · Automotive, Consumer Electronics PHASE 3 · OPEN Open the platform OUR GOAL UNTIL PHASE 3 An acquisition - led manufacturer Each company we acquire is expected to bring historic data that improves the LMM, while generating profits that can be reinvested into its continued development. More acquisitions → More data for automation → Cost · quality · speed edge → More business LOOP: …AND MORE BUSINESS MEANS MORE DATA FOR AUTOMATION. Today: an AI - enabled, asset - backed manufacturer with nine in - house process categories and revenue from real parts. Future: a full - stack LMM platform. THE GOAL: DO FOR HARDWARE WHAT LLMs DID FOR SOFTWARE Based on current plans, we expect the proceeds of this transaction, together with future profits from our operations, to fund LM M development through Phase 2. Phase 3 and continued acquisitions may require additional capital (see the risk factors). “The goal” is an aspiration, not a forecast. 19
02 · VISION FOR PHASE 2 · ERP DEPLOYED, FACTORY ORCHESTRATION IN PILOT, ROBOTS NEXT We automate the factory : phase 2 plan TODAY 01 Digital - twin & ERP Collects granular data from the factory floor. PILOT 02 Manual orchestration (pilot) The ERP orchestrates human workers on the data available. IN DEV. 03 Anvil designs our robots A family of low - cost robotic arms for different applications. IN DEV. NEMI ERP · ROBOT CONSOLE › Pick the bracket from bin A3, load fixture 2, then run the QC scan ✓ Job assigned → ROOKIE - 02 Queued · materials checked · operator notified 04 Programmed in plain language Robots take natural - language instructions, tied to the ERP. 05 Autonomous orchestration The ERP becomes the orchestration layer for robots. PHASE 2 · MANAGEMENT'S CURRENT ESTIMATE Images: 01 – 02 Nemi digital - twin ERP screenshots (live floor); 03 Rookie first - iteration prototype, not in production use; 04 ill ustrative interface mock - up; 05 illustrative stock image, not a Nemi robot. Status per the maturity map. Timing is management's estimate and a forward - looking statement. ~18 months to deliver the Phase 2 vision across our manufacturing types. 20
03 Market
03 · MARKET Market share shifts fast to whoever leads on cost, quality and speed HISTORICAL EXAMPLES GLOBAL MANUFACTURING · 2025 $17.6T of manufacturing value added worldwide - the GDP contribution of manufacturing ($16.6T in 2024). Gross output - Total sales, including inputs, is a multiple of this. Only a fraction has to move for the shift to be very large. A COMPANY Toyota after the Toyota Production System 2% → 16% SHARE OF US VEHICLE SALES · 1970 → 2007 Lean production gave Toyota a lasting cost and quality lead: it gained ~14 points of US share (1970 – 2007). At 2025 US new - vehicle spending (~$620B), 14 points ≈ $87B a year. Detroit's Big Three fell from 82% to 64% (1970 – 2000), ≈ $115B a year. 1970: 2% ≈ $12B 2007: 16% ≈ $100B A COUNTRY China at manufacturing scale 9% → 28% SHARE OF WORLD MFG VALUE ADDED · 2004 → 2024 China gained ~19 points of world share in 20 years. At 2025 world manufacturing value added ($17.6T), 19 points ≈ $3.3T a year. 2004: 9% ≈ $1.6T 2024: 28% ≈ $4.9T WE BELIEVE PHYSICAL AI IS THE NEXT SUCH SHIFT, AND THAT IT WILL MOVE TRILLIONS OF DOLLARS OF MARKET SHARE AND POTENTIALLY FASTER THAN PREVIOUS CASES BECAUSE OF POLICY TAILWINDS AND ADVANTAGES DELIVERED BY THE TECHNOLOGY Context, not Nemi's addressable market (near - term SAM ≈ $20 – 50B, next slide). Dollar figures apply each share to today's market size, illustratively: Toyota (share of US vehicle sales) to 2025 US retail new - vehicle spending (~$620B; J.D. Power – GlobalData, Dec - 2025); China to 2025 world manufacturing value added ($17.6T). Sources: World Bank, manufacturing value added, c urrent US$ (NV.IND.MANF.CD): $17.6T 2025, $16.6T 2024; World Bank: China ~9% (2004) and ~28% (2024) of world manufacturing value added. US sales share: Toyota 2.0% (1970), Big Three 82.1% (1970) and 63.6% (2000), Visual Capitalist; To yot a 16.3% (2007): 2.62M Toyota sales (AP via NBC News) of 16.1M US light - vehicle sales (FRED ALTSALES). 22
03 · MARKET Services provided TAM: third - party estimates of annual global spend (year in brackets); categories overlap and are not additive. Tooling: IMARC, t ooling (2025). SPMs & automation: Meticulous Research, industrial automation (2024). Metal parts: sum of IMARC metal casting (20 25), Allied Market Research forging (2024) and Global Industry Analysts precision parts (2024). Electronics: New Venture Research, EMS (2024). Battery: G ran d View Research, Li - ion (2025). Motor: IMARC, electric motors (2025). Plastics: Grand View Research, injection - molded plastics ( 2025). Speedshop: Market Research Future, rapid prototyping (2025). Complex assy: Marketintelo, box - build assembly (2025). Near - term serviceable addressa ble market (“SAM”): the part Nemi can serve with current capabilities and footprint (mainly Phase 1); a management estimate, not a forecast: Phase 1 TAM (~$1.0T) × US and India share of world manufacturing value added (~20%; World Bank, 2024: US ~17%, India ~3%) × management’s estimate of the high - product - mix, low - volume share (10 – 25%) ≈ $21 – 52B. 23 PHASE 1 PRIORITY SERVICES TOOLING & FIXTURING TAM ≈ $290B SPMs & AUTOMATION TAM ≈ $200B METAL PARTS MFG TAM ≈ $540B PHASE 2 PRIORITY SERVICES PLASTICS ≈ $360B BATTERY MFG ≈ $150B MOTOR MFG ≈ $120B ELECTRONICS ≈ $640B SPEEDSHOP ≈ $2B COMPLEX ASSY ≈ $50B NEMI’S CAPABILITIES SPAN ALL OF THE ABOVE. NEAR - TERM FOCUS IS HIGH - PRODUCT MIX / LOW - VOLUME WORK, MAINLY PHASE 1 NEAR - TERM SAM ≈ $20 – 50B
03 · MARKET MaaS peers: either pre - AI full - stack, or AI native single process solutions TRADITIONAL → AI NATIVE AI NATIVE · POINT SOLUTION Each automates one process with AI. Few span the full output loop. AI NATIVE · FULL - STACK Nemi believes it is one of few MaaS platforms that are AI - native and full - stack: one LMM spanning design, manufacture and improve. TRADITIONAL · POINT SOLUTION Networks and process specialists: machining, casting, plastics, electronics. Digital front end, conventional execution. Shown as a category: many are partners or customers. TRADITIONAL · FULL - STACK Integrated contract - manufacturing majors built on labor arbitrage and CapEx, pre - AI. Shown as a category: potential customers and partners. POINT SOLUTION → FULL - STACK CROSS - OVERS ARE HARD · Point solutions moving to full - stack require significant capability building; for traditional giants, retrofitting AI at that scale is also very challenging AI - native peers from public sources (company sites, funding announcements, trade press, Aug 2026). Traditional players are shown as categories, not by name. Logos are trademarks of their owners, shown for identification only; no endorsement or affiliation is implied. 24
03 · MARKET Capability peers: players in parts of the LMM stack DESIGN RENDERING MECHANICAL CAD SIMULATION ELECTRONICS CAD AI - NATIVE MANUFACTURE COMPUTER - AIDED MANUFACTURING & CNC SOFTWARE ROBOTICS & AUTOMATION AI - NATIVE AUTOMATION AI - NATIVE MAAS (IN - HOUSE) IMPROVE ERP CRM MANUFACTURING EXECUTION SYSTEMS & FRONTLINE OPERATIONS PLATFORMS AI - NATIVE INTELLIGENCE The companies shown are for illustrative purposes only, representing capabilities across the manufacturing technology stack. Other than the AI - native MaaS companies, Nemi does not compete directly with them. The LMM aims to bring these capabilities, plus full - stack manufacturing, under one platform with a single data spine. Selected companies, not exhaustive. Logos and names are trademarks of their respective owners, shown only to identify compani es in each category; no endorsement, affiliation or customer relationship is implied. 25
04 Growth plans
04 · GROWTH PLANS Orders and LOIs bolster the plan; delivery requires funding and capacity TODAY’S RUN - RATE → ~$20M AT CLOSING (Q1 2027E) → PATH TO THE $120M TARGET (Q1 2028E) · ESTIMATES Estimates are forward - looking, not forecasts; see the disclaimer and the risk factors. Operating ARR = latest - quarter external r evenue × 4; a run - rate, not contracted revenue. Today: Q3 2026, provisional accounts (unaudited). ~$20M at closing: estimated Q1 - 2027 revenue (~$5M) × 4, mainly deliveries on open POs; assumes $50M of pre - closing financing is raised and that this run - rate continues to Q1 - 2028. Open POs (Oct 14, 2026, net of invoicing to Sep 30, 2026; audited financial statements, Note 2(d)): $14.45M across 52 POs from 16 customers, including blanket POs from a fleet customer and POs subject to the realization of certain contractual milestones. Note 2(d)’s going - concern forecast is a separate, conservative case (no new financing or orders, paused capex; ~82% of open POs delivered by Dec 2027). ‘Existing POs’ is the increase in ru n - r ate to Q1 2027, mainly from delivering open POs (revenue × 4), so it exceeds the $14.45M PO book. Steps after closing are management’s assumptions for reaching the $120M target, not orders: ~$30M of Operating ARR from acquisitions (no definiti ve agreement; the LOI is non - binding; ≥$30M combined revenue) and the remaining ~$70M from converting non - binding LOIs (12 - month terms to Aug – Sep 2027; ~$59M of their stated value falls in 2028; one conditional on a pilot) and managem ent pipeline (customer forecasts, public - sector - linked e - mobility programs and new programs, not under a PO or LOI). Steps rounded. Currency basis: slide 3. 27 FROM TODAY’S RUN - RATE TO THE $120M TARGET (Q1 2028 E ) · OPERATING ARR, US$M Run - rate = latest - quarter revenue × 4 · how the $120M target is built; steps after closing are assumptions, not orders $120M OPERATING ARR TARGET · Q1 2028 E Reaching it requires LOI conversion, pipeline wins and acquisitions. A management target, not a forecast. $10 0 M+ NON - BINDING LOIs FROM CURRENT CUSTOMERS Total value to 2028; ~$59M of it falls in 2028 25+ PIPELINE CUSTOMERS Volumes not yet under a PO or LOI, incl. public - sector - linked e - mobility programs. 3 ACQUISITION TARGETS, UNSIGNED One under LOI, two in discussions; ≥$30M combined revenue. WHAT UNDERPINS ~$20M AT CLOSING ▪ $14M+ of open POs: 52 POs from 16 customers ▪ 14 have bought from us before; several placed larger orders after delivery ▪ Planned pre - closing financing would fund the working capital to deliver $3.7M TODAY Q3 2026 × 4 ~$16M EXISTING POs ~$20M AT CLOSING Q1 2027E ~$70M LOI CONVERSION & PIPELINE* ~$30M ACQUISITIONS UNSIGNED ~$20M ~$100M $120M $120M TARGET Q1 2028E ■ ACTUAL OR ESTIMATE FROM OPEN POs □ ASSUMED: LOI CONVERSION · PIPELINE · ACQUISITIONS * Some customers set volumes by allocation or tender, not LOIs
04 · GROWTH PLANS Sources of revenue and growth GROWTH STRATEGY · ORGANIC + INORGANIC ORGANIC Manufacturing as a Service ▪ Today's MaaS business covers every service on the earlier pages ▪ Enterprise customer base across aerospace, defense and automotive Products ▪ Nemi owns an EV manufacturing subsidiary in India (BNC) ▪ Scale - up in last - mile delivery applications INORGANIC Acquire for market ▪ Buy traditional manufacturers for fast access to enterprise customers ▪ Install the LMM; improve cost, quality and speed (estimated completion less than 6 months) Acquire for technology ▪ Buy companies with IP - driven manufacturing that Nemi considers fundamental to the vision Detail on the following pages: MaaS organic, EV organic, inorganic playbook, revenue expansion levers and an illustrative acq uis ition. 28
04 · GROWTH PLANS MaaS organic: grow with existing and new customers MANUFACTURING - AS - A - SERVICE · SELECTED CUSTOMERS Existing customers ▪ Confirmed program wins → revenue expansion ▪ Additional program wins ▪ Expand into additional areas New customers ▪ Win on cost, quality and speed ▪ Capacity expansion to serve demand 50+ ENTERPRISE CUSTOMERS 74% EXISTING - CUSTOMER SHARE, JAN – SEP 82% MAAS REPEAT RATE, FY25 → 2026 30+ NEW ENTERPRISE CUSTOMERS IN JAN – SEP 2026 TIER 1 · DIRECT CUSTOMERS WHEELS INDIA SUNDARAM COMPOSITES KUN AEROSPACE AA VEE SYSTEMS TAG electrical transformers PENN MANUFACTURING INDUSTRIES DRDO Defence R&D Organisation BHEL Bharat Heavy Electricals TIER 2 · END CUSTOMERS SERVED THROUGH TIER - 1 PARTNERS Selected customers, not exhaustive. Tier 1: contract directly with Nemi; Tier 2: end customers served through a Tier - 1 partner t hat holds the contract, described, not named, ranked Top X by latest annual revenue or volume (company reports, PwC, TechInsights, KHL, SIAM). Logos: trademarks of their owners, shown subject to consent; no endorsement implied. A = actual (un aud ited), management records. Enterprise customers: companies and institutions billed in Jan – Sep 2026, group level, excluding individual retail and rental buyers; new = not billed in FY2025 (MaaS: nor FY2024), 33, of which 24 in MaaS. Repeat ra te: share of FY2025 MaaS revenue from customers billed again in 2026 (17 of 28 customers); existing - customer share: share of Jan – Sep 2026 MaaS revenue from customers billed in 2024 or 2025; both exclude related parties. 29 Top - 3 aerospace company Aircraft & defense · US Top - 3 chip - equipment OEM Wafer - fab equipment · US Top - 3 electronics company Electronics · Korea Top - 3 construction OEM Construction & mining · US Top - 3 supercar maker Super sports cars · Italy Top - 3 Indian vehicle maker Cars & trucks · India Top - 3 Indian SUV maker SUVs & tractors · India Top - 3 Indian truck maker Trucks & buses · India Top - 3 mid - size motorcycles 250 – 750cc, worldwide · India Indian defense PSU Defense manufacturing · India Global automation major Electrification & automation US home - appliance major ~$16B revenue (2025) · US Italian superbike maker Premium motorcycles · Italy British motorcycle marque Premium motorcycles · UK Indian auto - parts maker Listed · India Indian aerospace PSU Aircraft & helicopters · India Indian space agency Launch vehicles & satellites · India
04 · GROWTH PLANS EV organic: fleets, exports and retail PRODUCTS · BNC (NEMI'S EV SUBSIDIARY, INDIA) · SELECTED FLEET CUSTOMERS 01 Fleet customers Last - mile delivery, quick commerce and ride - hailing fleets. Leasing options and further cost reductions drive more volume. 02 Exports Selected export markets. 03 Retail Direct - to - consumer sales as volumes and cost come down. SELECTED FLEET AND ENTERPRISE CUSTOMERS FLEETS FIRST: LEASING OPTIONS AND LOWER COSTS ARE EXPECTED TO DRIVE VOLUME · EXPORTS AND RETAIL FOLLOW Selected customers, not exhaustive. Trademarks of their owners; no endorsement implied. A possible separate listing of the EV bu siness in India is disclosed in the risk factors. 30
04 · GROWTH PLANS Inorganic playbook: team, timeline and revenue levers HOW NEMI SOURCES, TRANSFORMS AND GROWS ACQUISITIONS THE TEAM Scout Sources transactions Pipeline, screening and negotiation of targets Ranger Transforms operations Traditional operations transformation team, bench strength to take over management of any subsidiary when required Forward - deploy Collects data · deploys the LMM Captures historic data, deploys LMM, brings complete visibility to central and local leadership teams on performance of the company India shared services Runs the back office Wherever possible, back office work – e.g., Finance, HR, Procurement, IT, and support from India THE TIMELINE Deal sourcing · due diligence · negotiation 3 – 12 MONTHS Ranger + forward - deploy transformation 3 – 6 MONTHS · PLAYBOOK REVENUE EXPANSION LEVERS AFTER AN ACQUISITION THE NEXT PAGE SHOWS ALL FOUR LEVERS ON A REAL TARGET → Revenue & profitability focus ONGOING Indicative durations per management; actual timing varies by target. Teams and levers as described by management. 31 01 Quote more aggressively Lower cost and shorter lead times let us quote to win. 02 Expand the serviceable opportunity Bring full - stack capabilities to each customer – e.g., add fabrication to a machining acquisition. 03 Win new customers Aggressive quoting, backed by existing customer references and certifications. 04 Cross - sell internally Route work across the network to match capacity and use the best - cost plant.
04 · GROWTH PLANS Potential acquisition under diligence: today vs. with Nemi ILLUSTRATIVE · BASED ON A REAL DILIGENCE STUDY · A CERTIFIED MACHINING AND TOOLING SHOP · INDEXED, TODAY = 100 THE BUSINESS TODAY A certified, asset - rich shop running at a fraction of its capacity 35+ yrs 120k+ sq ft 5+ operating history · AS9100D / EN 9100 · ISO 9001 · ISO 45001 owned site; ~70% space available for expansion Major global aerospace & defense prime customers ▪ Revenue declined to <1/3rd of peak primarily because of talent retention issues ▪ Equipment hasn’t been upgraded after revenue decline ▪ Customer relationships intact due to limited supplier availability in geography ▪ Single shift operations METRIC TODAY ▸ WITH NEMI CHANGE WHY Cost per job 100 40 −60% Abnormally high today: very low - volume, very high - mix work (tools, fixtures, precision defense parts) Quote price 100 80 −20% Lower cost lets quotes come down ~20% Lead time 100 50 −50% Faster design, AI - driven orchestration, machinery upgrades Site utilization ~10% ~90% ~9 × Space utilization 3 × and three shifts Revenue, same site 100 1,000+ 10 × + ~9 × utilization × ~1.4 × throughput per hour × ~0.8 price ≈ 10 × EBITDA margin 0 +30 pts+ +30 pts+ Cost per job falls faster than price Illustrative. Based on buy - side diligence of a potential acquisition target; no definitive agreement has been signed, the target is not named and the acquisition may not be completed. Indices: today = 100. 'With Nemi' values are management's targets for the site and forward - looking statements; the revenue target assumes ~9 × utilization, ~1.4 × throughput per hour and ~20% lower prices. Sensitivity (arithmetic, not a forecast): at ~5 × utilization, no throughput gain and ~20% lower prices, same - site revenue would be ~4 × today. Subject to the risks in the disclaimer and the risk factors. No currency amounts are shown. 32
04 · GROWTH PLANS Unit economics: MaaS earns its margin; vehicles need volume FY2025 COST OF REVENUE AS % OF REVENUE, BY BUSINESS, VS FY2024 · U.S. GAAP (GROUP AUDITED) · ADJUSTED FY2024 GROSS MARGIN IS NON - GAAP U.S. GAAP. Group: audited consolidated statements, which report one operating segment. Businesses: the U.S. GAAP statements o f B ooma Manufacturing (MaaS), BNC Motors (vehicles) and Booma Motors (fleet leases, sales and annual maintenance contracts (“AMC”)) used in the audited consolidation (the audit opinion covers the consolidated statements); they in clude sales between Nemi companies at transfer prices (MaaS sells parts to BNC Motors; BNC Motors sells vehicles to Booma Motors), which the group figures remove. EV, vehicles and fleet net of sales between them: FY2025 revenue $1.74M, gr oss margin about −0.5%. MaaS revenue $1.65M, about half of group revenue ($3.15M). Business revenue in US$ at ~₹87.15 / US$, the FY2025 average rate used in the audited consolidated statements. Materials = materials and components used , n et of inventory movement; depreciation and leases = production assets and factory leases charged to cost of revenue. Changes and growth: FY2025 vs FY2024, in rupees. The change in group gross margin also reflects lower MaaS direct co sts and EV materials; FY2024 includes the one - time MaaS benefit. EV in 2027: management expectation; see Item 1609 on slide 3. Adjusted gross margin (non - GAAP, unaudited): FY2024 MaaS gross margin with materials at their FY2025 share of r evenue (42.7%, not 12.8%), treating the whole difference as the one - time benefit: 43.2% − 29.8 points = 13.4%; FY2025 is not adjusted. 33 GROUP 3.1% (2024) → 17.7% ( 2025 ) ; GROUP MARGIN IS BASED ON CONSOLIDATION BETWEEN MAAS + EV Manufacturing - as - a - Service Parts, tools and assemblies for defense, aerospace, automotive and EV customers 32.5% GROSS MARGIN · FY2025 FY2024 adjusted: ~13% ~10% DEPRECIATION & FACTORY LEASES Largely fixed: falls as utilization rises COST OF REVENUE AND GROSS MARGIN · % OF REVENUE · FY2025 43% 15% 32.5% ■ MATERIALS 43% ■ DIRECT COSTS 15% ■ DEPRECIATION 5% ■ FACTORY LEASES & OTHER 5% ■ GROSS MARGIN 32.5% ▪ Adjusted gross margin rose from ~13% in FY2024 (43.2% under U.S. GAAP) to 32.5% in FY2025 as revenue grew 38%: direct costs fell from 32% to 15% of revenue, depreciation and leases from 12% to 10%. ▪ Adjusted gross margin (non - GAAP) = FY2024 gross margin with materials at their FY2025 share of revenue (43%, not 13%). It removes a one - time benefit: MaaS was built by buying a supplier’s assets, team and inventory below replacement cost. ▪ Levers: fuller factories, set - up and programming automated with the LMM, more value added per order. EV Electric vehicles · fleets −10.3% VEHICLES · GROSS MARGIN FY2025 FY2024: −41.2% 45.7% FLEET LEASES, SALES, AMC · FY2025 FY2024: 53.8% VEHICLES · COST OF REVENUE AS % OF REVENUE · FY2025 75% 26% 9% 100% OF REVENUE ■ MATERIALS 75% ■ PRODUCTION DEPRECIATION 26% ■ DIRECT COSTS 9% │ COSTS 110% OF REVENUE: GROSS LOSS 10% ▪ Vehicles: −41.2% to −10.3% as materials fell from 110% to 75% of revenue. Depreciation, 26% of revenue: the plant is built for far higher volume. ▪ Fleet leases, sales and AMC earned 45.7% (53.8% in FY2024) on 9 × the revenue; with vehicles, EV was about break - even at the gross level. ▪ As volume fills this largely fixed plant, with localized components and more leasing and maintenance revenue, we expect the EV business to become profitable in 2027.
05 Use of funds and transaction
05 · USE OF FUNDS AND TRANSACTION Use of proceeds WHAT THE PROCEEDS BUY · BASE CASE: 0% REDEMPTIONS AND THE FULL PIPE (ILLUSTRATIVE) 01 Capacity Expand our factories so more customer demand can turn into shipped revenue. WHAT IT DRIVES Turns orders and LOIs into shipped parts; capacity and working capital pace delivery today. 02 Acquisitions Targets in the Middle East, East Asia and the US, at 1 – 2 × revenue. WHAT IT DRIVES Adds plants, customers and process data for the LMM, plus new geographies and growth areas. 03 LMM + Phase 2 robotics Anvil, the digital - twin ERP, low - cost robotics, AMRs and vision inspection. WHAT IT DRIVES Automates design today and the factory floor in Phase 2. 04 Corporate & working capital US team build - out, group restructuring, professional fees and marketing; working capital and general corporate purposes. WHAT IT DRIVES A US - based team and a simpler group structure to run Nemi as a public company, plus working capital to deliver orders. Illustrative. Base case: ~$142.5M of cash at close at 0% redemptions with the full $50M PIPE, after estimated fees and expens es. The up to $50M of pre - closing financing (targeted by Jan - 2027) comes in before closing and may be partly spent on the items mentioned above by then. Allocation among uses to be determined by management and the board; amounts depend on PIPE fu nding and redemptions. Acquisitions are not yet signed. Corporate & working capital excludes the estimated transaction fees and expenses, which are deducted above. See slide 36, the disclaimer and the risk factors. 35
05 · USE OF FUNDS AND TRANSACTION Transaction detail: key terms, sources and uses PROPOSED BUSINESS COMBINATION · PER BCA DATED NOV 03, 2026 · ILLUSTRATIVE, 0% REDEMPTIONS KEY TERMS $400M pre - money equity value at $10.00 per share All - stock consideration; no earnout $50M PIPE targeted; not a closing condition. Cantor is sole placement agent. $30M minimum cash: trust after redemptions, PIPE and pre - closing financing; parties may waive Lock - ups Founder (below); other Nemi and BHAV sponsor holders (excl. pre - closing) 6 months or $12.00; PubCo Nemi Corp (Texas) becomes the listed parent; BHAV merges with Nemi Corp subsidiaries ECONOMIC OWNERSHIP SOURCES & USES SOURCES BHAV trust $M 100 PIPE (target) 50 Nemi equity rollover (incl. pre - closing financing) 400 Total sources 550 USES Equity to Nemi holders (incl. pre - closing financing) $M 400 Cash to balance sheet 142.5 Estimated fees & expenses 7.5 Total uses 550 Illustrative; subject to redemptions and shareholder / regulatory approvals. Assumes $10.00 per share (PIPE included), no red emp tions, the full $50M PIPE and ~$7.5M of estimated fees and expenses (transaction costs below $5M plus a 5% placement fee on the PIPE). Ownership: % of PubCo shares at closing, Nemi holders fully diluted for assumed options; +15% pla n c olumn assumes a pool of 15% of closing shares, fully issued, before the annual top - up; voting power differs from economic ownership (Class B, 10 votes per share; slide 50); founder & family ~28 – 33% (incl. options). The S - 4 / proxy statement will show ownership and dilution at multiple redemption levels. Terms as summarized; the BCA governs. Outside date: June 20, 2027 (or a later extended date). 36 FOUNDER LOCK - UP No sale, pledge or hedge for two years (customary exceptions); no waiver except for taxes. Early release only if both the $30.00 share - price and $30M quarterly revenue tests are met (slide 11). Nemi shareholders (incl. pre - closing financing) 65.0% BHAV public shareholders (incl. rights) 20.3% PIPE investors ($50M at $10.00) 8.1% BHAV sponsor and its investors 5.8% Maxim (BHAV IPO underwriter) 0.8% 56.5% 17.7% 7.0% 5.0% 0.7% Incentive plan (if fully issued) — 13.0% CLOSE +PLAN
05 · USE OF FUNDS AND TRANSACTION Valuation: ~3.6 × our $120M target; peers ~4.4 × 2028E EV / 2028E REVENUE (CONSENSUS) · 16 LISTED PEERS AT 9 OCT 2026 VS NEMI ON ITS $120M TARGET · RECENT DE - SPACS AND PRIVATE ROUNDS FOR REFERENCE LISTED PEERS · EV / 2028E REVENUE · GROUP MEDIANS · 9 OCT 2026 12.5 × 4.2 × 4.6 × 2.5 × 4.4 × 3.6 × India aerospace & defense US defense & automation US digital manufacturing India EMS Median, all 16 peers Nemi (on $120M target) IMPLIED EV ~$426M: ~135 × FY2025 REVENUE ($3.15M, AUDITED) · ~21 × ~$20M AT CLOSING · ~3.6 × $120M TARGET IF REACHED · PEERS ~4.4 × 2028E Listed peers: EV (market cap at the 9 - Oct - 2026 close plus latest reported net debt) ÷ calendar - 2028 consensus revenue (S&P Global data via StockAnalysis / MarketScreener; Screener for Indian market caps; March and April fiscal years time - weighted; Symbotic: year to Sep - 2028); group medians; consensus may change. Nemi: implied EV ÷ the $120M target exit Operating ARR 12 months after closing; a management target, not a forecast; peers differ in scale, grow th and profitability. Nemi has no annual 2028 forecast: its multiples are scenarios on trailing audited revenue, the run - rate at closing and the exit target, not like - for - like with peers’ annual consensus. Implied EV: all PubCo shares at $10.00 at 0% redemptions (incl. sponsor, representative, rights and PIPE shares) less cash at close (trust $100M + PIPE $50M + up to $50M of pre - closing financi ng − estimated fees, slide 36) plus Nemi’s net debt (~$2.8M, Sep 30, 2026, provisional, unaudited); ~$476M (~4.0 × ) if the pre - closing financing is not held as cash at close. De - SPACs: 8 - K / Rule 425 filings; private rounds: company and press repo rts (2025 – 26). Not a fairness opinion or a prediction of trading value. 37 PRE - MONEY EQUITY $400M · PRO FORMA EQUITY $616M (0% REDEMPTIONS) · IMPLIED EV ≈ $426M AFTER ~$190M NET CASH AT CLOSE India aerospace & defense: Azad Engineering, Unimech Aerospace, MTAR Technologies, PTC Industries, Data Patterns (5.6 – 14.4 × ) · US defense & automation: AeroVironment, Kratos, Karman, Symbotic, Rocket Lab (2.5 – 23.6 × ) · US digital manufacturing: Xometry (4.6 × ) · India EMS: Kaynes, Syrma SGS, Dixon, Avalon, Centum (0.7 – 4.3 × ). No 2028E consensus for Paras Defence or Protolabs. RECENT HARDWARE & PHYSICAL - AI DE - SPACS · PRE - MONEY EQUITY · $B Agility Robotics $2.50B Ursa Major $1.60B May Mobility* $1.40B Forge Nano $1.20B Elroy Air $0.80B Quantum Space $0.60B Astro Digital $0.53B Median of the seven $1.20B Nemi · pre - money equity value $0.40B LATEST PRIVATE ROUNDS · POST - MONEY · $B Castelion (Aug - 26) $13.0B Hadrian (Aug - 26) $7.9B Divergent (Sep - 25) $2.3B Mach Industries (Jun - 26) $1.8B Nemi · pro forma equity value $0.62B De - SPACs announced Apr – Sep 2026 with ≥$50M of committed financing (Nemi’s PIPE is targeted); values as announced, all pending. Absolute values, not adjusted for revenue, scale or stage. *Pro forma enterprise value; no pre - money equity value disclosed. Nemi · last private round (Dec - 25) $0.14B
05 · USE OF FUNDS AND TRANSACTION Board, governance and advisors at close BOARD OF DIRECTORS · NEMI’S CURRENT BOARD · AT CLOSE: FIVE STAGGERED SEATS: FOUR NEMI DESIGNEES, ONE BHAV DESIGNEE (INDEPENDE NT, TO BE APPOINTED) Anirudh Ravi Narayanan FOUNDER & CEO · DIRECTOR Founder & CEO · aerospace defense - electronics engineer · McKinsey · Yale MBA Sam Swaminathan CBO · DIRECTOR GP, De La Crème Ventures · ex - SVP Fractal Analytics Jingjing Kanik INDEPENDENT DIRECTOR Exec. Director, Data Science, CVS Health · ex - McKinsey · PhD Yale Manoj Ganesh INDEPENDENT DIRECTOR Sr. Staff Process Scientist, Regeneron · co - led its Center of Automation · PhD, NYU Poly ADVISORS Naoya Nishimura BOARD ADVISOR CEO, Musashi Auto Parts India · Musashi Seimitsu Vinod K. Dasari ADVISOR Fmr. MD & CEO, Ashok Leyland & Royal Enfield Ramesh Mangaleswaran ADVISOR Senior Partner Emeritus, McKinsey (30 yrs) SUBSIDIARY OPERATING LEADERSHIP · INDIA Subramanian Ramasamy CFO · INDIA Chartered & cost accountant · 27+ yrs manufacturing finance Sadasivam Balasubramanian PRESIDENT · LMM INDIA DEV TEAM 20 yrs electronics · telematics, defense & aerospace Vijay Ragavalu PRESIDENT · MAAS INDIA 30+ yrs manufacturing · automation & operational excellence Vijay Ramakrishnan PRESIDENT · MAAS INDIA · COMMERCIAL 15+ yrs sales & marketing · Greaves Electric, HDFC, MakeMyTrip PUBCO BOARD AT CLOSE: 5 DIRECTORS (4 NEMI, 1 BHAV), 3 INDEPENDENT (THE BHAV DESIGNEE, TO BE APPOINTED, IS THE THIRD) · CLASS B: 10 VOTES/SHARE · FOUNDER & FAMILY 51.4% ECONOMIC PRE - DEAL · CONTROLLED COMPANY, NOT RELYING ON THE NASDAQ EXEMPTIONS 38
05 · USE OF FUNDS AND TRANSACTION Key milestones MANAGEMENT TARGETS · MEASURABLE AND DATED · FORWARD - LOOKING, NOT GUARANTEES · A = ACTUAL, UNAUDITED 01 First ex - India acquisition closed GEOGRAPHIC DIVERSIFICATION · M&A PLAYBOOK PROOF LOI with one target; two in commercial discussions DURING 2027 02 LMM per - person productivity ~9 × → 15 × + in design + engineering ANVIL AUTOMATION DEPTH ~9 × per - person today · target 15 × + WITHIN 12 MONTHS OF CLOSING 03 India revenue below ~50% of total CONCENTRATION GLIDE PATH · GEOGRAPHIC MIX ~65% of Jan – Sep 2026 revenue from India (A); exports and acquired ex - India plants add revenue DURING 2028 04 Phase 2 robotics in production LOW - COST ARMS · FIXTURING AUTOMATION · VISION INSPECTION Prototype stage today; to be deployed on Nemi's own floors first WITHIN ~18 MONTHS 39 Acquisitions: the LOI is non - binding and no definitive agreement has been signed; the acquisition may not be completed. Timing i s management’s estimate.
A Appendix
APPENDIX · CASE STUDY 1 OF 4 Test - bed EV: from concept to production - ready in 9 months INTERNAL PROGRAM · BNC MOTORS, OUR EV SUBSIDIARY · FULL PLATFORM: CHASSIS · BATTERY · MOTOR · ELECTRONICS Internal program at BNC Motors, Nemi’s EV subsidiary; not a customer program. Duration and cost per management records (A, un aud ited), not independently verified. “2 × faster” and “10 × cheaper” compare with management’s estimate of the typical time and cost of a comparable vehicle program; the 18 - month benchmark is a typical industry duration, per management. 41 OUR OWN EV, DESIGNED THROUGH THE LMM: A FULL PLATFORM IN 9 MONTHS AGAINST AN 18 - MONTH INDUSTRY BENCHMARK CASE 01 TEST - BED EV · BNC MOTORS · OUR SUBSIDIARY Full EV platform in 9 months, under $0.5M 2 × FASTER · 10 × CHEAPER WHAT THE LMM DID ▪ Anvil turned sketches and 2D requirements into 3D renders ▪ Anvil generated CAD, electronics schematics, simulation and design for manufacturability ▪ LMM build packages drove in - house machining, fabrication, 3D printing and electronics assembly VS INDUSTRY BENCHMARK 9 vs 18 months CONCEPT TO PRODUCTION - READY
APPENDIX · CASE STUDY 2 OF 4 Defense unmanned aircraft system: a full drone powertrain in 4 months CUSTOMER PROGRAM · BATTERY · MOTOR · ELECTRONIC SPEED CONTROLLER (“ESC”) · GROUND CONTROL UNIT · BUILD - TO - SPEC, PRE - QUALIFIED Customer program; the customer is not named. Outcomes per management records (A, unaudited), not independently verified. Benc hma rks are management’s estimates, based in part on data provided by the customer. Quote used with the customer’s consent. 42 CASE 02 TIER - 1 DEFENSE MANUFACTURER · AS9100D - CERTIFIED PARTNER Indigenous powertrain supply chain in 4 months 4 × FASTER · −20% BOM COST WHAT THE LMM DID ▪ Anvil designed the battery pack and battery management system ▪ Motor customized and simulated from the design library, custom motor test rig developed ▪ Military - grade ESC with field - oriented control firmware; ground control unit with integrated power delivery ▪ All four components prototyped and tested in - house VS INDUSTRY BENCHMARK 4 vs 16 months PRE - QUALIFIED; FINAL CUSTOMER TESTING UNDER WAY “I don’t think there is a single company in India where all the components for drones can be manufactured completely in - house… N emi can do it all — and their turnaround time is just incredible ” — CEO, TIER - 1 DEFENSE MANUFACTURER
APPENDIX · CASE STUDY 3 OF 4 Consumer appliance: a production line in 5 weeks CUSTOMER PROGRAM · HOST - CELL ASSEMBLY LINE · COMPONENT RE - ENGINEERING · REFRIGERATION IN - SOURCING Customer program. Outcomes per management records (A, unaudited), not independently verified. Benchmarks are management’s est ima tes, based in part on data provided by the customer. Quote used with the customer’s consent. 43 CASE 03 CONSUMER - APPLIANCE MAKER · SMART COFFEE MACHINES Line stood up in 5 weeks, with zero tooling cost LINE CAPACITY 400 UNITS/MO · −20% BOM ON REFRIGERATION WHAT THE LMM DID ▪ Components redesigned to avoid tooling: plastic → sheet metal, casting → machining ▪ Anvil generated the jigs and fixtures ▪ Sealed food - grade refrigeration re - engineered and localized VS INDUSTRY TIMELINE 5 vs 12+ weeks PRODUCTION LINE STOOD UP “ Nemi is our single most important vendor partner — they re - engineered our design to eliminate tooling, stood up the entire production process in five weeks, and in - sourced our imported refrigeration unit at 20% lower cost” — FOUNDER & CEO, CONSUMER - APPLIANCE MAKER
APPENDIX · CASE STUDY 4 OF 4 Aerospace: flight - critical precision at scale CUSTOMER PROGRAM · TOP - CHAMBER STRUCTURAL CLAMP · 10 – 15 MICRON TOLERANCE · SERIAL SUPPLY Customer program; the customer is not named. Outcomes per management records (A, unaudited), not independently verified; cycl e t ime and inspection as measured by Nemi on this part. Quote used with the customer’s consent. 44 CASE 04 AEROSPACE OEM SUPPLIER Ramp in days: 7 hours per job → 3, tolerance held 2.3 × THROUGHPUT · 100% FIRST / MIDDLE / LAST INSPECTION WHAT THE LMM DID ▪ Workholding designed in Anvil within 2 days ▪ LMM - optimized two - operation toolpaths on computer numerical control (“CNC”) milling ▪ Coordinate measuring machine - based statistical process control capture; first / middle / last inspection from day one ▪ Reliable serial supply protecting a high - volume commitment VS THE PREVIOUS PROCESS 3 vs 7 hours PER JOB · 10 – 15 MICRON TOLERANCE HELD “They took a part that ran seven hours per job down to three — more than doubling output — without ever giving up the 10 – 15 micron tolerance the mounting point demands” — CLIENT QUOTE, AEROSPACE OEM SUPPLIER
APPENDIX · OUR FACTORIES 45 MACHINING TOOLING ASSEMBLY ELECTRONICS BATTERY MOTOR We don’t just simulate : we execute in our own factories. Not just capacity : data engines for the LMM flywheel. 300k+* SQ FT · FULL - STACK * PRESENT FOOTPRINT IN INDIA AS9100D:2016 ISO 9001:2015 CERTIFIED
APPENDIX · TERMS USED IN THIS PRESENTATION Glossary & KPI definitions LMM Large Manufacturing Model, Nemi’s system (Anvil, Orion, Atlas): Nemi’s own tools (rendering, CAD, ERP, vision and others) and the applications built on them, each using the third - party AI models best suited to the task. Named by analogy to LLMs; not a technical equivalence claim. ANVIL · ORION · ATLAS Nemi applications for design & engineering, factory operations (digital twin, ERP, robotics) and commercial / post - sales. MAAS Manufacturing - as - a - Service: design and manufacturing programs delivered to customers from Nemi's plants. TAM / SAM TAM: annual global spend in a category. SAM: the part of TAM that Nemi can serve with its current capabilities and footprint, not a revenue forecast. Management estimates; see the market pages. OPERATING ARR Operating annualized revenue run - rate: latest - quarter external revenue × 4, excluding intercompany; today: Q3 2026, from provisional accounts. A run - rate, not contracted revenue. TIER 1 · TIER 2 Tier 1: customers that contract directly with Nemi. Tier 2: end customers that Nemi serves through a Tier - 1 partner holding the customer contract. OPEN POs · LOIs Open POs: orders received, not yet delivered and invoiced (PO registers), including blanket POs against which releases are issued; subject to the realization of certain contractual milestones. LOIs: signed, non - binding letters of intent with indicative volumes; they may not convert. TARGET EXIT OPERATING ARR Operating ARR for the quarter ending 12 months after closing (Q1 2028E), including businesses acquired by then. A management target and forward - looking statement, not a forecast or guarantee. CLOSING Closing of the business combination with BHAV, when Nemi Corp starts trading on Nasdaq. The $120M target is for the quarter ending 12 months after closing. LIVE · PILOT · ROADMAP Maturity labels for Nemi’s tools: live (in use on Nemi programs); pilot (partial or prototype); roadmap (not yet built). PRE - MONEY / PRO FORMA EQUITY VALUE Definitions are management's; contractual definitions are governed by the BCA. FY = fiscal year ended December 31 (FY2025 = c ale ndar 2025), as in the audited financial statements. PubCo = Nemi Corp, the Texas parent that lists. Pre - money: Nemi’s equity value before the transaction, $400M at $10.00 per share per the BCA, including pre - closing financing shares and assumed equity awards. Pro forma equity value: all PubCo shares at closing at $10.00, 0% redemptions (~$616M). BCA · PIPE · PRE - CLOSING FINANCING Business combination agreement · private investment in public equity · up to $50M Nemi plans to raise before closing in one or more private financings (“Series C”); its securities sit within the $400M pre - money. MANAGEMENT PIPELINE Management’s CY2028 volume estimates, not forecasts, for customers with no LOI (existing customers, public - sector programs, export tenders, robotic training data sales subject to customer consent, others), less run - rate at closing; no PO or LOI; not probability - weighted. ENTERPRISE CUSTOMERS Companies and institutions billed by MaaS, EV fleets or exports in the period stated (50+: Jan – Sep 2026), at group level; individual retail and rental buyers are not counted. REPEAT RATE · EXISTING - CUSTOMER SHARE Repeat rate: share of FY2025 MaaS revenue from customers billed again in 2026. Existing - customer share: share of Jan – Sep 2026 MaaS revenue from customers billed in 2024 or 2025. Both exclude related parties. 46 ADJUSTED GROSS MARGIN Non - GAAP, unaudited. FY2024 MaaS gross margin recomputed with materials at their FY2025 share of revenue (42.7%, not 12.8%), removing a one - time inventory benefit: 43.2% − 29.8 pts = 13.4%. FY2025 is not adjusted.
APPENDIX · GOVERNANCE AND STRUCTURE Governance and group structure at close GROUP STRUCTURE · BOARD AND VOTING · RELATED - PARTY POLICY · INDIA MATTERS · COMPENSATION Subject to the BCA, PubCo’s charter and the registration statement / proxy statement. Subsidiary holdings per the audited con sol idated financial statements (Note 28(a)). At closing, BHAV Acquisition Corp (Cayman Islands) merges with subsidiaries of Nemi Corp. 47 FOUNDER LOCKED UP FOR UP TO TWO YEARS · MAJORITY - INDEPENDENT BOARD · AUDIT COMMITTEE OF INDEPENDENT DIRECTORS GROUP STRUCTURE · TARGET AT CLOSE After the planned restructuring; planned entities dashed Nemi Corp (Texas) LISTED PARENT (PUBCO) · NASDAQ ▪ Nemi Corp holds 87.15% of BNC Motors today and expects to hold 100% before closing: the remaining holders of the other 12.85% of BNC Motors are expected to be acquired after the BCA is signed and before closing. Restructuring planned before closing: a new Indian company, Nemi AI, takes on the MaaS business and shared services and holds Booma Manufacturing; Booma Energy (dormant) is wound down. Today Booma Manufacturing, Booma Motors and BNC Finance are 99% - held subsidiaries of BNC Motors (audited statements). BOARD AND VOTING Five directors at close: four designated by Nemi’s shareholders and one by BHAV (the independent director, yet to be appointed); three independent in all. Class B, 10 votes per share, no sunset: held by the Founder directly and through ARN Advisory Partners and by BHAV’s CEO for the sponsor’s ~2.7M founder shares. The Founder is expected to hold a majority of the votes: PubCo will be a controlled company but does not intend to rely on the Nasdaq exemptions. RELATED - PARTY TRANSACTIONS Related - party dealings are priced at arm’s length. From listing, the audit committee of independent directors reviews and approves them, as Nasdaq rules require, and they are disclosed in our filings. See the risk factors and Note 28 to the audited financial statements. INDIA: FX, CASH AND DEFENSE Currency: nearly all revenue is in rupees; PubCo reports in US$ and does not hedge. Cash: beyond an initial ~$20M of equity, PubCo plans to fund the Indian companies mainly with loans, repaid to PubCo. Defense: vendor registrations only, no defense licenses; the board of the company doing defense work will be entirely Indian. EV BUSINESS An India listing of the EV business is under consideration (no decision yet); PubCo would keep the value through its remaining stake and the proceeds of any shares it sells. COMPENSATION: STOCK - HEAVY, PROFIT - LINKED Executive pay is mostly in stock: an incentive plan of 15% of shares at closing plus an annual top - up. Each business’s team earns 15% of its pre - bonus profit. EV business BNC MOTORS PRIVATE LIMITED MaaS & shared services NEMI AI · NEW Acquisitions PLANNED MIDDLE EAST · EAST ASIA · US Fleet leases, sales & AMC BOOMA MOTORS Intra - group lender BNC FINANCE MaaS factories BOOMA MANUFACTURING 100% *
06 Risk factors
06 · RISK FACTORS Summary risk factors (1 of 2) SUMMARY ONLY, NOT EXHAUSTIVE · THE FULL RISK FACTORS WILL BE SET OUT IN THE S - 4 / PROXY STATEMENT RISKS RELATED TO OUR BUSINESS ▪ We have a limited operating history at our current scale; we incurred net losses of $3.98M in FY2024 and $3.45M in FY2025 (audited), including R&D expense of $1.91M and $1.98M that U.S. GAAP requires us to expense, and a net loss in CY2026 to date, and we may continue to incur losses. ▪ Well - funded competitors may pursue similar strategies with far greater capital (e.g., Project Prometheus at a reported $41B valuation, Jun - 2026) and may develop competing products faster. ▪ Our revenue depends on a limited number of enterprise customers; the top - 10, including related parties, represented ~73% of FY2025 revenue, and the loss of a large customer could materially affect results. ▪ About half of our revenue (~51% in FY2025, ~54% in FY2024) came from three related parties (Note 28): an entity affiliated with our key management that was our channel to defense customers before we held Tier - 1 status; an entity over which our key management can exercise significant influence; and an early EV distributor. We also bought ~$1.3M of goods and equipment from them in FY2025. After we became a Tier - 1 supplier and moved EVs from retail to fleets, related - party sales fell to under 5% of Jan – Sep 2026 revenue (unaudited). We price them at arm’s length and our audit committee will review them, but they may create conflicts of interest. ▪ We depend on suppliers of components, machines and materials, some single - sourced; disruptions could delay programs. ▪ Our EV business is exposed to demand, subsidy, pricing and battery - supply risks, and to fleet customers' financing. ▪ We are considering a separate listing of our EV business in India; no decision has been made, and any listing could reduce our ownership of that business. ▪ Government and defense contracts may be terminated for convenience, audited or delayed, and are subject to export - control and security requirements. ▪ We face product - liability, warranty and recall exposure, particularly in EV and defense programs. RISKS RELATED TO OUR TARGETS ▪ Our target of $120M exit Operating ARR 12 months after closing is ~32 × our current run - rate of ~$3.7M (Q3 2026 revenue × 4, unaudited) and ~6 × the ~$20M we expect at closing; we have not grown at this rate before. Reaching it requires raising the pre - closing financing by January 2027, converting non - binding LOIs, converting a substantial share of management pipeline volumes, adding capacity, and closing and integrating acquisitions not yet signed, with ~$100M of funding before and at closing. ▪ Of the $120M target, only ~$20M is the run - rate we expect at closing, mainly from delivering open POs; the rest assumes ~$70M from converting non - binding LOIs and management pipeline volumes and ~$30M from acquisitions not yet signed, none of which is secured demand. Management pipeline is management’s CY2028 volume estimate for customers without an LOI, less the run - rate at closing, and is not probability - weighted. Before that deduction, more than half comes from public - sector programs, about a fifth each from exports and existing customers’ growth, and some from sales of robotic training data, subject to customer consent where the data comes from customer programs and to export - control rules. ▪ The $120M target and other milestones reflect management's assumptions as of September 30, 2026, are not guarantees and may differ materially from actual results. RISKS RELATED TO OUR FINANCIAL CONDITION ▪ We have limited cash and depend on near - term financing to grow. At September 30, 2026, cash and cash equivalents were ~$0.35M and working capital ~$1.2M (provisional, unaudited). Management’s going - concern forecast in our audited statements uses only confirmed orders, excludes the pre - closing financing and the business combination, and keeps month - end cash positive through October 2027; it relies on collecting those orders, pausing capital and development spending, a $0.84M land - advance refund due by November 15, 2026, up to $0.32M of founder funding and deferring $1.23M of loans until the pre - closing (Series C) financing. Growth needs up to $50M of pre - closing financing (November 2026 – January 2027) and working - capital debt in India; a shortfall or delay would delay deliveries, defer acquisitions and reduce revenue. We may need more capital after closing, which could dilute shareholders or impose restrictive terms. ▪ Management identified substantial doubt about our ability to continue as a going concern at December 31, 2025 and concluded that its plans alleviate it; our auditor’s opinion is unqualified and reports that assessment as a critical audit matter. Our equity turned positive (~$9.3M pro forma) when $11.28M of convertible debentures, carried as debt at that date, converted in March 2026. Our CY2026 results are unaudited and may change. 49
06 · RISK FACTORS Summary risk factors (2 of 2) SUMMARY ONLY, NOT EXHAUSTIVE · THE FULL RISK FACTORS WILL BE SET OUT IN THE S - 4 / PROXY STATEMENT RISKS RELATED TO ACQUISITIONS ▪ Achieving the $120M target exit Operating ARR depends in part (~$30M, or 25%) on acquisitions not yet signed. ▪ Acquisitions may not close, may close late or cost more than expected, and integration may not deliver the assumed cost, quality and lead - time improvements. ▪ Acquired businesses may carry undisclosed liabilities, customer or key - employee attrition, or regulatory exposure in new jurisdictions. RISKS RELATED TO INDIA AND INTERNATIONAL OPERATIONS ▪ ~65% of Jan – Sep 2026 revenue and substantially all operations and assets are in India; results are exposed to Indian economic, political, regulatory, tax and currency conditions. ▪ Changes to Indian FDI, export - control, labor or tax rules could restrict operations, cash repatriation or reported results. ▪ We do not yet own all of BNC Motors (the parent of our Indian operating companies); buying the remaining 12.85% depends on completing share purchases and Indian filings. ▪ It may be difficult for investors to effect service of process or enforce US judgments against our Indian subsidiaries, assets or officers. ▪ Operations in new geographies (Middle East, East Asia, US) involve unfamiliar legal, regulatory and labor regimes. ▪ Tariffs, sanctions and trade restrictions could raise input costs or limit access to export markets. RISKS RELATED TO TECHNOLOGY, IP AND PEOPLE ▪ The Phase 2 LMM may not achieve the productivity, automation or cost outcomes we expect, on our timeline; robotics remain at prototype stage. ▪ We may be unable to protect our intellectual property, and third parties may claim we infringe theirs. ▪ Our tools use third - party AI models that we do not own or control; changes in their availability, terms or cost could affect our products and margins. ▪ Customer contracts and export - control and security rules (incl. defense and aerospace) may limit the process data we can use to train the LMM. ▪ We depend on our Founder and a small senior team; competition for engineering talent in India and the US may raise costs. ▪ Cyber - security incidents or failures of our software could disrupt operations and harm customer relationships. RISKS RELATED TO THE SPONSOR ▪ BHAV’s CEO and CFO are also officers of BHAV Acquisition Corp II, a second SPAC that completed a $100M IPO on 30 October 2026 and whose units trade on Nasdaq (BHAIU). It is also seeking a target in sectors that overlap with ours (robotics, EVs, drones, advanced energy). They may have conflicting duties, and business combination opportunities may be allocated to that SPAC. RISKS RELATED TO THE BUSINESS COMBINATION AND OUR SECURITIES ▪ BHAV must complete a business combination by June 20, 2027 (15 months from its IPO) unless the deadline is extended, and either party may terminate the BCA if closing has not occurred by then; delays to the S - 4, PIPE or vote could cause the deal to fail. ▪ No PIPE capital is committed to date. Closing needs only $30M of available cash (trust after redemptions plus PIPE and pre - closing financing proceeds), which the parties may waive, well below the ~$100M our plan assumes: with high redemptions and less PIPE or pre - closing financing than targeted, we could close with much less cash than planned, delaying capacity additions and acquisitions. ▪ Redemptions may reduce cash at close and liquidity in our shares; the market price may decline below $10.00. ▪ As a public company we will incur significant costs and must maintain effective internal controls, which we have not previously been required to do. ▪ Founder and family hold 51.4% of Nemi’s economic interest before the transaction, which will be diluted at closing and by the pre - closing financing. The Founder, directly and through ARN Advisory Partners, will hold Class B shares carrying 10 votes per share, with no sunset, and is expected to hold a majority of the voting power; BHAV’s CEO will hold ~2.7M Class B shares (~18 – 20% of the votes at closing). Further share issuances could reduce the Founder’s majority. We expect to be a ‘controlled company’ under Nasdaq rules; we do not intend to rely on the related governance exemptions, but could do so in future. ▪ The safe harbor for forward - looking statements is not available for statements in connection with the business combination. ▪ Issuances under the incentive plan (15% at closing plus an annual evergreen) and the conversion of BHAV rights at closing will dilute shareholders (a fully issued 15% pool would reduce Nemi holders from 65.0% to ~56.5% at 0% redemptions, before the annual top - up); shares issued in the pre - closing financing sit within the $400M and dilute Nemi holders. Those shares and PIPE shares are not under the BCA lock - ups and may be registered and sold soon after closing. 50
Filing Exhibits & Attachments
13 documentsAgreements & Contracts
- EX-10.1 FORM OF HOLDER LOCK-UP AGREEMENT, BY AND AMONG NEMI CORP., BHAV ACQUISITION CORP 64.5 KB
- EX-10.2 FORM OF FOUNDER LOCK-UP AGREEMENT, BY AND AMONG NEMI CORP, BHAV ACQUISITION CORP 60.6 KB
- EX-10.3 INSIDER LETTER AMENDMENT, DATED AS OF NOVEMBER 3, 2026, BY AND AMONG BHAV ACQUIS 46.0 KB
- EX-10.4 FORM OF SUBSCRIPTION AGREEMENT AMENDMENT, BY AND AMONG BHAV ACQUISITION CORP, BH 39.1 KB
- EX-10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, BY AND AMONG BHAV AC 155.4 KB
- EX-10.6 SPONSOR SUPPORT AGREEMENT, DATED AS OF NOVEMBER 3, 2026, BY AND AMONG BHAV ACQUI 61.6 KB
- EX-10.7 CONSENT AND AMENDMENT, DATED NOVEMBER 3, 2026, BY AND AMONG MAXIM GROUP LLC, BHA 19.3 KB