BHAV Acquisition to combine with Nemi/BNC Motors in $400M deal, issuing 40M shares

BHAV Acquisition Corp

Definitive agreement dated Nov. 3, 2026; Nemi shareholders receive 40,000,000 newly issued Pubco shares valued at $400 million.
Post-closing Pubco board has five staggered-class directors; BHAV's Giri Devanur is Chairperson and Nemi's Anirudh Ravi Narayanan becomes CEO.
Closing conditions include BHAV shareholder approval, Nasdaq listing, regulatory approvals, $30 million Available Closing Cash, and Nemi owning at least 99.74% of BNC.
Nemi founder/CEO Anirudh Ravi Narayanan and ARN Advisory receive Pubco Class B stock with 10 votes per share; other Nemi shares get one-vote Class A.
Outside Date is June 20, 2027; either party may terminate if closing conditions are unmet, subject to extension if BHAV shareholders approve.

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