Item 7.01 Regulation FD Disclosure.
On March 13, 2023, Mobiv Acquisition Corp, a Delaware corporation (“Mobiv”), issued a press release announcing its entry into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with SRIVARU Holding Limited, a Cayman Islands exempted company (“SVH”), and Pegasus Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of SVH (“Merger Sub,” and together with Mobiv and SVH, each a “Party” and collectively the “Parties”). Pursuant to the terms of the Merger Agreement, a business combination between Mobiv and SVH will be effected through the merger of Merger Sub with and into Mobiv, with Mobiv surviving the merger as a wholly owned subsidiary of SVH (the “Merger,” and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the “Transactions”). The board of directors of Mobiv (the “Board”) has unanimously (i) approved and declared advisable the Merger Agreement and the Transactions and (ii) resolved to recommend the approval and adoption of the Merger Agreement and the Transactions by the stockholders of Mobiv (“Mobiv Stockholders”). The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The statements under this Item 7.01 and Exhibit 99.1 are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Important Information for Investors and Stockholders
This document relates to a proposed transaction between Mobiv and SVH. 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. SVH intends to file a registration statement on Form F-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of Mobiv, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Mobiv Stockholders. Mobiv and SVH also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Mobiv are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by SVH and Mobiv through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Mobiv, SVH and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Mobiv’s Stockholders in connection with the proposed transaction. A list of the names of the respective directors and executive officers of Mobiv and SVH and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
This communication 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 any 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 such other jurisdiction.
Forward-Looking Statements
All statements contained in this Current Report on Form 8-K other than statements of historical facts, contain certain statements that 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,” “continue,” “may” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean a statement is not forward looking. Indications of, and guidance or outlook on, future earnings, dividends or financial position or performance are also forward-looking statements.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Forward-looking statements are predictions,