Filed
by Srivaru Holding Limited
pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-2
under
the Securities Exchange Act of 1934
Subject
Company: Mobiv Acquisition Corp.
COMMISSION
FILE NO. FOR REGISTRATION STATEMENT ON
FORM
F-4 FILED BY SRIVARU HOLDING LIMITED: 333-272717
On
August 9, 2023, Mobiv Acquisition Corp (the “Company”) issued a press release providing a business update
and announcing increased merger consideration for holders of the Company’s Class A common stock that do not redeem their
shares in connection with the proposed merger with SRIVARU Holding Limited. A copy of the press release is attached and filed hereto as
Exhibit 99.1 to this Current Report on Form 8-K.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
SIGNATURES
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.
| |
Mobiv
Acquisition Corp |
| |
|
|
| |
By: |
/s/
Peter Bilitsch |
| |
Name: |
Peter
Bilitsch |
| |
Title: |
Chief
Executive Officer |
| Date:
August 9, 2023 |
|
|
Exhibit
99.1
Mobiv
Acquisition Corp Provides Business Update; Announces Increased Merger Consideration for Holders of Class A Common Stock That Do Not Redeem
Their Shares Prior to Merger with SRIVARU Holding
DELAWARE,
USA, August 9, 2023 — Mobiv Acquisition Corp (Nasdaq: MOBVU, MOBV, MOBVW) (the “Company”), a special purpose acquisition
company, today provided a business update and announced that it has entered into an amendment (the “Amendment”) to the agreement
and plan of merger dated as of March 13, 2023 (the “Merger Agreement”), with SRIVARU Holding Limited, a Cayman Islands exempted
company (“SRIVARU”), a commercial-stage provider of premium electric motorcycles.
Peter
Bilitsch, CEO of Mobiv, stated, “We could not be more excited about the planned merger with SRIVARU, which would result in SRIVARU
becoming the first U.S.-listed electric motorcycle company with manufacturing facilities based in India, one of the world’s largest
and fastest-growing markets for two-wheeled vehicles. Additionally, we plan to reward our loyal shareholders who choose not to redeem
their MOBV shares in advance of the merger in connection with the special meeting to be held to approve the Merger Agreement by increasing
the merger consideration with a pool of additional SRIVARU shares that would result in an increase in their pro rata ownership of SRIVARU
after the closing of the merger.”
“Since
announcing the planned merger, we believe SRIVARU, under the leadership of Mohanraj Ramasamy, has continued to execute on all fronts.
Most recently, they announced the launch of the Prana 2.0 intelligent battery system, which provides an enhanced rider experience, industry-leading
safety features and extended battery life of more than 150,000 kilometers. SRIVARU expects to establish themselves as a leader, in terms
of both safety and quality, within the Indian motorcycle market, which is forecast to exceed $36 billion by 2027, with the EV segment
projected to reach 45-50% of the overall market by 2030. SRIVARU’s proprietary integrated charging solution allows for home charging,
which is ideally suited for India and other global markets, most of which do not have an established electric charging infrastructure.
Most notably, they expect to be able to sell these high quality e-motorbikes at attractive sales prices. Overall, we believe that SRIVARU
has developed a lean, capital-efficient, high-margin business model poised to drive significant value for shareholders following the
merger, as they seek to transform the Indian and global electric vehicle markets.”
The
Amendment, among other things, increased the share consideration payable to holders of the Company’s Class A common stock, par
value $0.000001 per share (a “MOBV Share”), other than the Sponsor (as defined in the Merger Agreement), EF Hutton, a division
of Benchmark Investments, LLC or any member of the SPAC Board (as defined in the Merger Agreement), to include each such holder’s
pro rata share of an additional 2,500,000 ordinary shares of the Company, relative to the number of applicable MOBV Shares outstanding
in connection with completion of the planned merger with SRIVRARU at the Effective Time (as defined in the Merger Agreement). The purpose
of the Amendment is to incentivize the SPAC’s stockholders not to redeem their MOBV Shares prior to the closing of the merger with
SRIVARU.
In
addition, the Company entered into an agreement with EF Hutton, a division of Benchmark Investments, LLC (“EF Hutton”), pursuant
to which, among other things, EF Hutton agreed to accept $1.0 million in cash and a 12-month right of participation, beginning on the
date of the closing of the SPAC’s initial business combination, in lieu of the full deferred underwriting commission of $3.5 million
in cash.
About
Mobiv Acquisition Corp
Mobiv
Acquisition Corp is a newly incorporated blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with a target business. Mobiv may pursue a business combination target
in any industry or geographic region and will invest using the lens of the UN Sustainable Development Goals, which reflect social and
environmental mega-trends that are re-shaping our world. https://mobiv.ac/.
About
SRIVARU Holding Ltd.
SRIVARU
is the parent company of SRIVARU Motor Private Ltd., a leading 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; (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 proposed business combination between SRIVARU and Mobiv (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 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 Mobiv and SRIVARU have 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.
Investor
& Media Contact
Crescendo
Communications, LLC
Tel:
(212) 671-1020
Email:
MOBV@Crescendo-IR.com
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