Mobiv Acquisition Corp (Nasdaq: MOBVU, MOBV, MOBVW) (the “Company”
or “Mobiv”) announced that on December 8, 2023, the Company
consummated the previously announced business combination with
SRIVARU Holding Limited, a Cayman Islands exempted company (“SVH”
or “SRIVARU”), and Pegasus Merger Sub Inc., a Delaware corporation
and wholly owned subsidiary of the SVH (“Merger Sub”), pursuant to
the business combination agreement which was initially entered into
on March 13, 2023, among the Company, SVH and Merger Sub, as
amended by the first amendment to agreement and plan of merger,
dated August 4, 2023 (as amended, the “Merger Agreement”). Pursuant
to the Merger Agreement, several transactions will occur, and in
connection therewith, SVH will be the parent company of the Company
(the “Business Combination”).
In connection with the closing, stockholders of
the Company will receive 3.572479901 shares of the Company’s Class
A common stock, as incentive shares pursuant to the Business
Combination Agreement. Accordingly, in connection with the
consummation of the Business Combination, upon exchange of the
Company’s Class A common stock, stockholders will receive an
aggregate of 4.572479901 ordinary shares of SVH. No fractional
securities will be issued.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Advisers
ACP Capital Markets LLC served as financial adviser to SRIVARU
and Norton Rose Fulbright US LLP served as US legal counsel to
SRIVARU. SRI Solutions provided Indian legal advice to SRIVARU. EF
Hutton, a division of Benchmark Investments, LLC served as capital
markets adviser to Mobiv and Winston & Strawn LLP served
as US legal counsel to Mobiv. JSA Advocates & Solicitors
is serving as Indian legal counsel to Mobiv.
About Mobiv Acquisition Corp
Mobiv is a newly incorporated blank check
company whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses or
entities, which we refer to as our initial business combination.
The Company intends to focus its search for a target business in
the electric vehicle and urban “smart” mobility industry that may
include businesses adjacent thereto in the sustainable
transportation and related ecosystem, which complement the
Company’s management team’s backgrounds. The Company has not
selected any business combination target and we have not, nor has
anyone on our behalf, initiated any substantive discussions,
directly or indirectly, with any business combination target.
About SRIVARU Holding Ltd.
SRIVARU, is the parent company of SRIVARU Motor
Private Ltd., a commercial-stage provider of premium e-motorbikes
in India. SRIVARU was founded on the realization that while the
rider-motorcycle relationship is deep and complex, it is in
desperate need of innovation for the next generation of riders.
SRIVARU provides affordable premium electric two-wheeled vehicles
(“E2W”) that provide an exceptional riding experience with
redundant 3-channel automated braking, a low center of gravity to
improve stability, enhanced safety features, and easy charging
compatible with home charging outlets. The company has a broad
array of intellectual property, including a patent-pending chassis
and drive acceleration system. In addition, SRIVARU offers
customers a superior total cost of ownership, compared to
traditional internal combustion engine motorcycles and E2W vehicle
competitors. Additional information about the company is available
at: http://www.srivarumotors.com/.
Forward Looking Statements
This communication may contain a number of
“forward-looking statements” as defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include
information concerning Mobiv’s or SRIVARU’s possible or assumed
future results of operations, business strategies, debt levels,
competitive position, industry environment, potential growth
opportunities and the effects of regulation, including whether the
Business Combination will generate returns for stockholders or
shareholders, respectively. These forward-looking statements are
based on Mobiv’s or SRIVARU’s management’s current expectations,
estimates, projections and beliefs, as well as a number of
assumptions concerning future events. When used in this
communication, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements.
These forward-looking statements are not
guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
SRIVARU’s or Mobiv’s management’s control, that could cause actual
results to differ materially from the results discussed in the
forward-looking statements. These risks, uncertainties, assumptions
and other important factors include, but are not limited to: (a)
the occurrence of any event, change or other circumstances that
could give rise to the termination of negotiations and any
subsequent definitive agreements with respect to the Business
Combination (defined below); (b) the outcome of any legal
proceedings that may be instituted against Mobiv, SRIVARU or others
following the announcement of the Business Combination and any
definitive agreements with respect thereto; (c) the inability to
complete the Business Combination due to the failure to obtain
approval of the stockholders of Mobiv, to obtain financing to
complete the Business Combination or to satisfy other conditions to
closing; (d) changes to the proposed structure of the 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 Business Combination; (e) the ability to
meet the applicable stock exchange listing standards following the
consummation of the Business Combination; (f) the inability to
complete the private placement or backstop transactions
contemplated by the Business Combination Agreement and related
agreements, as applicable; (g) the risk that the Business
Combination disrupts current plans and operations of SRIVARU or its
subsidiaries as a result of the announcement and consummation of
the transactions described herein; (h) the ability to recognize the
anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of
SRIVARU to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (i) costs related to the Business
Combination; (j) changes in applicable laws or regulations,
including legal or regulatory developments (including, without
limitation, accounting considerations) which could result in the
need for Mobiv to restate its historical financial statements and
cause unforeseen delays in the timing of the Business Combination
and negatively impact the trading price of Mobiv’s securities and
the attractiveness of the Business Combination to investors; (k)
the possibility that SRIVARU and Mobiv may be adversely affected by
other economic, business, and/or competitive factors; (l) SRIVARU’s
ability to execute its business plans and strategies, (m) SRIVARU’s
estimates of expenses and profitability and (n) other risks and
uncertainties indicated from time to time in the final prospectus
of Mobiv, including those under “Risk Factors” therein, and other
documents filed or to be filed with the SEC by Mobiv. You are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and SRIVARU and Mobiv assume no
obligation and, except as required by law, do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither SRIVARU nor
Mobiv gives any assurance that either SRIVARU or Mobiv will achieve
its expectations.
Additional Information about the Transactions
and Where to Find It.
In connection with the Business Combination,
SRIVARU has filed a registration statement on Form F-4 (as may be
amended from time to time, the “Registration Statement”) that
includes a preliminary proxy statement of Mobiv and a registration
statement/preliminary prospectus of SRIVARU, and after the
Registration Statement is declared effective, Mobiv will mail a
definitive proxy statement/prospectus relating to the Business
Combination to Mobiv’s stockholders. The Registration Statement,
including the proxy statement/prospectus contained therein, when
declared effective by the Securities and Exchange Commission
(“SEC”), will contain important information about the Business
Combination and the other matters to be voted upon at a meeting of
Mobiv’s stockholders to be held to approve the Business Combination
and related matters. This communication 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. SRIVARU and Mobiv may also file other documents
with the SEC regarding the Business Combination. Mobiv stockholders
and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus and the amendments
thereto and the definitive proxy statement/prospectus and other
documents filed in connection with the Business Combination, as
these materials will contain important information about Mobiv,
SRIVARU and the Business Combination.
When available, the definitive proxy
statement/prospectus and other relevant materials for the Business
Combination will be mailed to Mobiv stockholders as of a record
date to be established for voting on the Business Combination.
Stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed or that will be
filed with the SEC by Mobiv through the website maintained by the
SEC at www.sec.gov, or by directing a request to the contacts
mentioned below.
Participants in the Solicitation
Mobiv, SRIVARU and their respective directors
and officers may be deemed participants in the solicitation of
proxies of Mobiv stockholders in connection with the Business
Combination. Mobiv stockholders and other interested persons may
obtain, without charge, more detailed information regarding the
directors and officers of Mobiv and a description of their
interests in Mobiv is contained in Mobiv’s final prospectus related
to its initial public offering, dated August 3, 2022, and in
Mobiv’s subsequent filings with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to Mobiv stockholders in connection with
the Business Combination and other matters to be voted upon at the
Mobiv stockholder meeting are set forth in the Registration
Statement. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
Business Combination is included in the Registration Statement that
SRIVARU has filed with the SEC. You may obtain free copies of these
documents as described in the preceding paragraph.
Disclaimer
This communication relates to a proposed
business combination between SRIVARU and Mobiv. This document does
not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Company Contact:Mobiv Acquisition Corp850
Library Avenue, Suite 204Newark, Delaware 19711Attn.: Mr. Peter
BilitschChief Executive OfficerEmail: peter.bilitsch@mobiv.acTel.:
+13027386680
Investor & Media Contact:Crescendo
Communications, LLCTel: (212) 671-1020Email:
MOBV@Crescendo-IR.com
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