About the proposed business combination between Nemi Corp. and BHAV Acquisition Corp.
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.
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.
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.
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.
These documents are available free of charge at www.sec.gov.