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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 5, 2026
| BHAV ACQUISITION CORP |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-43200 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification Number) |
255 Old New Brunswick Rd., Suite N210
Piscataway, NJ 08854
(Address of principal executive offices and zip code)
(732) 612-9552
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one right to acquire one-fourth of one Class A ordinary share |
|
BHAVU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BHAV |
|
The Nasdaq Stock Market LLC |
| Rights, each right to acquire one-fourth of one Class A ordinary share |
|
BHAVR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure.
On
November 5, 2026, BHAV Acquisition Corp, a Cayman Islands exempted company (“BHAV”), and Nemi Corp., a
physical AI and manufacturing company (“Nemi”), issued a joint press release announcing that they have entered
into a definitive business combination agreement (as it may be amended, the “Business Combination Agreement”)
with Merger Sub 1, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of Nemi, Nemi LLC,
a Delaware limited liability company and a direct wholly owned subsidiary of Nemi, and BNC Motors PV. Ltd, a private limited company incorporated
under the (Indian) Companies Act, 2013, pursuant to which, among other things, BHAV and Nemi are expected to combine and Nemi will become
a public company, subject to the terms and conditions of the Business Combination Agreement (the “Business Combination”).
A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated into this Current Report on Form 8-K (the “Report”)
by reference.
The
information in this Item 7.01, including Exhibit 99.1 and the information set forth therein, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing made by BHAV under
the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be 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 Securities
and Exchange Commission (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.
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
Report 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
Report 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 Report, and on the current expectations of Nemi’s and BHAV’s management
and are not predictions of actual performance.
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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1* |
|
Press Release, dated
November 5, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: November 5, 2026 |
BHAV ACQUISITION CORP |
| |
|
|
| |
By: |
/s/ Giri Devanur |
| |
Name: |
Giri Devanur |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Physical
AI and Manufacturing Company Nemi to Go
Public at a $400 Million Pre-Money Equity Value Through
Business Combination with BHAV Acquisition
Corp
Nemi
Is Developing its Large Manufacturing Model, an AI-Powered Platform
Designed to Automate Product Design, Engineering and Manufacturing
End-to-
End While Reducing Costs and Lead Times
Nemi
Operates 300,000+ Square Feet of Manufacturing Operations, Serving Over
50 Enterprise Customers Across Aerospace, Defense and Automotive
Markets
Worldwide
STAFFORD,
TX and PISCATAWAY, NJ, November 5, 2026 – Nemi Corp. (“Nemi” or the “Company”), a Physical AI and Manufacturing-as-a-Service
company building the Large Manufacturing Model (“LMM”), and BHAV Acquisition Corp (Nasdaq: BHAV) (“BHAV”), a
publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement
(the “Business Combination Agreement”, and the transaction, the “Business Combination”). The Business Combination
is expected to close in the first quarter of 2027, subject to approval by BHAV’s and Nemi’s shareholders, regulatory approvals
and other customary closing conditions. Following completion of the proposed Business Combination, Nemi will be the listed parent company
and expects its Class A common stock to trade on The Nasdaq Stock Market under the ticker symbol “NEMI”.
A
Manufacturer First, Building AI Where Parts Are Made
Nemi
operates more than 300,000 square feet of manufacturing space in India. The Company makes precision metal parts, tooling, electronics,
batteries, motors, plastics and complex assemblies, and holds AS9100D and ISO 9001 certifications. Nemi sells this capacity to enterprise
customers as Manufacturing-as-a-Service (“MaaS”) and also operates an electric-vehicle business. In FY2025, Nemi’s
MaaS business grew revenue 38% year-over-year with gross margins of 32.5%.
The
LMM is a comprehensive stack for automating all aspects of hardware manufacturing: Anvil for design and engineering, Orion for factory
operations and robotics, and Atlas for commercial and after-sales work.
Nemi
is led by Founder and Chief Executive Officer Anirudh Ravi Narayanan, who brings extensive experience across aerospace and defense engineering,
advanced manufacturing and business strategy. Prior to founding Nemi, Mr. Narayanan held roles at McKinsey & Company, where he worked
in its Digital and Industrial practices, and previously held engineering positions in the aerospace and defense electronics industry.
He holds an MBA from the Yale School of Management and an engineering degree from Rose-Hulman Institute of Technology.
Engineering
Today, the Factory Floor Next
Anvil
turns an engineering brief into CAD, electronics design, simulation and a released bill of materials. On more than 35 customer and internal
programs over the past 12 months, Nemi measured design work finishing about three times faster with about one-third of the engineers,
compared with its pre-LMM baselines for similar work. Together, that is roughly nine times the design output per engineer.
Results
on recent programs, compared with management’s estimates of typical industry timelines:
| ● | A
full electric-vehicle platform for Nemi’s own EV business, taken from concept to production-ready
in 9 months against a typical 18-month period. |
| | | |
| ● | A
complete drone powertrain (battery, motor, controller and ground unit) for a Tier-1 defense
manufacturer, delivered in 4 months against a typical 16-month period, at about 20% lower
parts cost. |
| | | |
| ● | A
production line for a consumer-appliance maker stood up in 5 weeks with no tooling cost. |
| | | |
| ● | A
flight-critical aerospace part cut from 7 hours to 3 hours per job while holding a 10-to-15
micron tolerance. |
Nemi’s
first market is high-product mix, low-volume programs in aerospace, defense and other demanding industrial sectors, where engineering
is a large share of cost. Next, the Company plans to automate its factory floor. Its digital-twin ERP is already deployed, factory orchestration
is in pilot, and low-cost robotics are in development. Nemi plans to implement and stress test each step in its own plants before using
it in manufacturers it acquires.
Growing
Commercial Momentum Across High-Value Manufacturing Markets
As
of October 14, 2026, Nemi had more than $14 million of open purchase orders from 16 customers, subject to the realization of certain
contractual milestones. Current customers have also signed non-binding letters of intent (“LOIs”) with an indicative value
of over $100 million of revenue for Nemi through 2028.
Nemi
serves more than 50 enterprise customers across its manufacturing and electric-vehicle businesses. Its customers include defense, aerospace
and space organizations in India, directly or through partners, as well as automotive manufacturers. Nemi’s existing shareholders
include Musashi Seimitsu Industry Co., Ltd., a listed Japanese automotive components maker.
In
2025, consolidated gross margin rose to 17.7% from 3.1% in 2024.
Growth
Plan and Operating Target
Nemi
plans to scale by adding factory capacity for existing customer programs and by acquiring traditional manufacturers, then deploying the
LMM in them. Nemi has a robust pipeline of prospective targets, though no definitive agreements have been signed to date.
Management
is targeting approximately $120 million of operating annualized revenue run-rate (“Operating ARR”) for the quarter ending
twelve months after closing, up from approximately $20 million expected at closing. The target reflects management’s planned manufacturing
capacity expansion, anticipated customer demand and contributions from prospective acquisitions.
“We
believe Physical AI is going to bring about the next industrial revolution,” said Anirudh Ravi Narayanan, Chief Executive Officer
of Nemi. “Our goal, stated simply, is to do for hardware what LLMs did for software. Hardware is hard. Its data is mostly proprietary
and closed, so whoever intends to automate it has to be inside the factory. That is why we are a manufacturer first: each part we design
and build becomes data for the next one. To gather data fast, we have to grow fast. Every manufacturing company will eventually run on
AI. We want to help them get there.”
Transaction
Overview
The
Business Combination Agreement sets Nemi’s pre-money equity value at $400 million, or 40,000,000 shares at $10.00 per share. That
fixed number covers all shares issued for Nemi’s existing equity, including outstanding equity awards and the securities issued
in Nemi’s pre-closing financing. The consideration is entirely in stock, and there is no earnout.
Nemi
is targeting to raise $50 million in a private investment in public equity (the “PIPE”) at $10.00 per share. Assuming the
full amount of the PIPE is raised and no redemptions by BHAV’s public shareholders, the proposed Business Combination is expected
to provide approximately $142.5 million of cash at closing from BHAV’s $100 million trust account and the PIPE, after estimated
expenses.
The
proposed Business Combination includes a minimum available closing cash condition of $30 million, which the parties may waive; available
cash includes funds held in BHAV’s trust account after redemptions and the proceeds of the PIPE and the pre-closing financing.
Nemi
intends to use the proceeds from the proposed Business Combination to expand factory capacity, acquire manufacturers that already serve
its markets, continue developing the LMM and Phase 2 robotics toward greater levels of automation and fund working capital.
The
boards of directors of Nemi and BHAV have unanimously approved the transaction, and BHAV’s board has received a fairness opinion.
BHAV’s sponsor has agreed to vote its shares in favor of the proposed Business Combination and not to redeem them. Closing is expected
in the first quarter of 2027, subject to approval by BHAV’s and Nemi’s shareholders, effectiveness of a registration statement
on Form S-4, regulatory approvals and other customary conditions. Additional information about the proposed Business Combination, including
a copy of the Business Combination Agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed
by BHAV with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
BHAV’s
Chief Executive Officer and Director Giri Devanur added, “Nemi is building Physical AI from inside the factory. With real manufacturing
operations, enterprise customers and proprietary data, we believe Nemi has the foundation to transform how products are designed and
manufactured.”
Advisors
Cantor
Fitzgerald & Co. is serving as sole placement agent and capital markets advisor to Nemi.
Maxim
Group LLC is serving as capital markets advisor to BHAV.
Loeb
& Loeb LLP is serving as legal counsel to Nemi.
Mitchell
Silberberg & Knupp LLP is serving as legal counsel to BHAV.
About
Nemi Corp.
Nemi
is a Physical AI and Manufacturing-as-a-Service company focused on transforming how physical products are designed, engineered and manufactured.
Through its proprietary Large Manufacturing Model, Nemi is developing an integrated AI platform designed to automate the product lifecycle,
from initial concept and engineering through manufacturing, quality control and delivery. The Company operates manufacturing facilities
serving enterprise customers across the aerospace, defense, automotive and industrial sectors, leveraging its own operations to develop,
deploy and continuously improve its AI capabilities. By combining real-world manufacturing expertise with AI-driven automation, Nemi
aims to reduce production costs, accelerate development timelines and improve manufacturing efficiency at scale. For more information,
visit https://nemilmm.com/.
About
BHAV Acquisition Corp
BHAV
Acquisition Corp (Nasdaq: BHAV, BHAVU, BHAVR) is a blank check company incorporated as a Cayman Islands exempted company for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses. BHAV completed its $100 million initial public offering in March 2026. It is led by Giri Devanur, its Chief Executive
Officer and a director, who is also the sole managing member of its sponsor, BHAV Partners LLC. Mr. Devanur has led three companies to
Nasdaq listings: AMERI Holdings (2017), reAlpha Tech Corp. (2023) and BHAV (2026). For more information, visit https://bhavspac.com/.
Notes
on Metrics and Other Disclosures
Customer
counts, LOIs, management pipeline, program counts, design-productivity measurements, program results and Operating ARR are based on unaudited
management records and have not been independently verified. LOIs are non-binding and may not become orders or revenue. Typical industry
timelines are management’s estimates for comparable programs. MaaS growth and margin come from the financial statements of the
MaaS subsidiary used in the audited consolidation and include sales to other Nemi companies. Amounts from the audited U.S. GAAP financial
statements are shown in U.S. dollars as presented in those statements; other U.S. dollar amounts are converted from Indian rupees at
₹95.98 per US$1.00 (FBIL reference rate, September 30, 2026).
LMM
tools (Anvil, Orion and Atlas) use the third-party AI models best suited to their respective tasks. Nemi does not develop its own foundation
models; the LMM is named by analogy to large language models.
Open
purchase orders are orders received but not yet delivered and invoiced, at October 14, 2026, net of invoicing to September 30, 2026,
as disclosed in Note 2(d) to the audited consolidated financial statements (the customer count is from Nemi’s purchase-order registers);
they include blanket purchase orders from a fleet customer, against which releases are issued. The LOIs are non-binding; their stated
values are indicative potential sales through 2028.
The
audited financial information is taken from the consolidated financial statements of BNC Motors Pvt. Ltd. (“BNC Motors”)
and its subsidiaries, Nemi’s Indian operating group (which was Nemi’s sole operating group during those periods), for the
years ended December 31, 2025 and 2024, prepared under U.S. GAAP.
Operating
ARR is the latest quarter’s external revenue multiplied by 4, excluding intercompany revenue; it is a run-rate, not contracted
revenue or a U.S. GAAP measure. Operating ARR for the quarter ended September 30, 2026 was approximately $3.7 million, based on provisional,
unaudited accounts. The approximately $20 million expected at closing assumes $50 million of pre-closing financing to add the working
capital and capacity needed to execute the demand pipeline. The $120 million target assumes approximately $100 million of funding before
and at closing, planned capacity additions to ramp up to customer demand and about $30 million of Operating ARR from acquisitions that
have not yet been committed. Both the closing estimate and the target are management estimates, not forecasts.
On
closing, shares held by Nemi’s founder and his affiliates, and BHAV sponsor shares allocated to Giri Devanur, will become Nemi
Corp. Class B common stock, which carries ten votes per share, has the same economic rights as Class A common stock and converts into
Class A common stock on a one-for-one basis. All other Nemi shareholders, and BHAV shareholders who do not redeem, will receive Class
A common stock. Closing is also subject to a minimum available closing cash condition of $30 million, which the parties may waive; available
cash includes the funds held in BHAV’s trust account after redemptions and the proceeds of the PIPE and the pre-closing financing.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements
regarding the Business Combination between Nemi and BHAV. The safe harbor for forward-looking statements under the Private Securities
Litigation Reform Act of 1995 is not available for forward-looking statements made in connection with the Business Combination, and neither
Nemi nor BHAV relies on it. Forward-looking statements include statements about the expected timing, structure and completion of the
Business Combination; the satisfaction of closing conditions; the listing of Nemi Corp.’s Class A common stock on Nasdaq; the cash
expected to be available at closing, including after redemptions; the expected use of proceeds; Nemi’s plans, strategy and technology
and product roadmap, including the LMM and Phase 2 robotics; Nemi’s planned capacity expansion and acquisitions; the PIPE financing
or any other financing; Nemi’s estimate of Operating ARR at closing and its target of $120 million of Operating ARR for the quarter
ending twelve months after closing, and the funding, capacity and acquisition assumptions underlying them; the expected composition of
Nemi Corp.’s board and management; and the expected benefits of the Business Combination. Words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “should,” “target,” “will” and “would,”
and similar expressions, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.
These
statements are based on the current expectations of Nemi’s and BHAV’s management and are not predictions of actual performance.
They are subject to risks and uncertainties, many beyond the parties’ control, that could cause actual results to differ materially,
including: the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination
Agreement, including if the Business Combination is not completed by June 20, 2027 (or any extended date); the failure to obtain the
approval of BHAV’s shareholders or Nemi’s shareholders, required regulatory approvals or to satisfy other closing conditions,
including the effectiveness of the registration statement and the $30 million minimum available closing cash condition; the level of
redemptions by BHAV’s public shareholders; Nemi’s ability to complete the PIPE financing or obtain other financing before
or after closing on acceptable terms, or at all; the conditions that raised substantial doubt about the ability of BNC Motors and its
subsidiaries to continue as a going concern, a doubt that management concluded its plans alleviate, as described in their audited consolidated
financial statements; the completion of the remaining steps of Nemi’s reorganization of BNC Motors, including Indian regulatory
filings, and Nemi’s ability to acquire the BNC Motors shares it does not hold; the interests of BHAV’s sponsor, directors
and officers in the Business Combination, which may differ from those of BHAV’s public shareholders; the ability to obtain or maintain
the listing of Nemi Corp.’s securities on Nasdaq; the outcome of any legal proceedings relating to the Business Combination; Nemi’s
limited operating history at its current scale, its history of losses and its ability to manage growth; Nemi’s dependence on a
limited number of customers and suppliers, and the risk that open purchase orders are delayed or cancelled or that letters of intent
do not convert into orders; Nemi’s ability to complete and integrate acquisitions; the concentration of Nemi’s operations
and assets in India and related economic, political, regulatory, currency and tax risks, including compliance with Indian foreign-investment
rules; the risk that Nemi’s technology, including the LMM, does not perform as expected, and Nemi’s ability to protect its
intellectual property; competition, including from better-capitalized companies; export-control, defense and security requirements; the
effects of Nemi Corp.’s dual-class share structure and the voting control of Nemi’s founder; dilution; the costs of the Business
Combination and of operating as a public company; and the other risks to be described under “Risk Factors” in the registration
statement on Form S-4 that will be filed in connection with the proposed Business Combination and in BHAV’s filings with the SEC.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein
will be achieved or that any of the contemplated results of such statements will be achieved. Except as required by law, neither Nemi
nor BHAV undertakes any duty to update or revise any forward-looking statements, whether as a result of new information, future events,
or otherwise.
Additional
Information and Where to Find It
In
connection with the Business Combination, Nemi intends to file with the SEC a registration statement on Form S-4 (as amended, the “Registration
Statement”), which will include a preliminary proxy statement of BHAV and a preliminary prospectus of Nemi relating to the securities
to be issued in the Business Combination. After the Registration Statement is declared effective, BHAV will mail a definitive proxy statement/prospectus
and other relevant documents to its shareholders as of the record date established for voting on the Business Combination at an extraordinary
general meeting of BHAV’s shareholders. This press release is not a substitute for the Registration Statement, the definitive proxy
statement/prospectus or any other document that Nemi or BHAV may file with the SEC. BHAV’S SHAREHOLDERS AND OTHER INTERESTED PERSONS
ARE URGED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS TO THEM,
THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED IN CONNECTION WITH THE BUSINESS COMBINATION, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT NEMI, BHAV AND THE BUSINESS COMBINATION. Shareholders will be able to obtain free copies of these documents,
when available, at the SEC’s website, www.sec.gov, or by directing a request to BHAV Acquisition Corp, 255 Old New Brunswick Rd.,
Suite N210, Piscataway, NJ 08854, Attention: chaitanya@bhavspac.com.
Participants
in the Solicitation
BHAV,
Nemi and their respective directors and executive officers may be deemed participants in the solicitation of proxies from BHAV’s
shareholders in connection with the Business Combination. Information about BHAV’s directors and executive officers and their ownership
of BHAV securities is set out in BHAV’s final prospectus for its initial public offering, dated March 18, 2026 and filed with the
SEC on March 20, 2026, and in BHAV’s subsequent filings with the SEC. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the
Registration Statement and the proxy statement/prospectus when available. Free copies of these documents may be obtained as described
above.
No
Offer or Solicitation
This
press release is not a proxy statement or a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination, and it does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of that jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. NEITHER THE SEC NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR
FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS
RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Contacts
Investor
Relations Contact:
Elevate
IR
Sean
Mansouri, CFA or Aaron D’Souza
Nemi@elevate-ir.com
(720)
330-2829
BHAV
Contact:
chaitanya@bhavspac.com
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