BHAV Acquisition Corp filed a Form 8-K on November 5, 2026, disclosing that it has entered into a definitive business combination agreement with Nemi Corp., a physical AI and manufacturing company, through which Nemi is expected to become a public company.

Key Highlights

  • Definitive agreement signed: BHAV Acquisition Corp and Nemi Corp. entered into a Business Combination Agreement, as announced via a joint press release on November 5, 2026.
  • Parties to the agreement: The agreement includes Merger Sub 1 (a Cayman Islands exempted company and wholly-owned subsidiary of Nemi), Nemi LLC (a Delaware limited liability company and direct wholly-owned subsidiary of Nemi), and BNC Motors PV. Ltd (a private limited company incorporated under the Indian Companies Act, 2013).
  • Nemi described as: According to the filing, Nemi Corp. is "a physical AI and manufacturing company."
  • Expected outcome: Subject to terms and conditions of the Business Combination Agreement, BHAV and Nemi are expected to combine and Nemi will become a public company.
  • Shareholder vote required: The proposed business combination is to be submitted to BHAV's shareholders, with a Form S-4 registration statement expected to be filed with the SEC.
  • BHAV is an emerging growth company incorporated in the Cayman Islands, with Class A ordinary shares trading on NASDAQ:BHAV.

BHAV and Nemi Corp. Enter Definitive Business Combination Agreement

According to the filing, BHAV Acquisition Corp (NASDAQ:BHAV), a Cayman Islands exempted company, and Nemi Corp. issued a joint press release on November 5, 2026 announcing that the two companies have entered into a definitive Business Combination Agreement. The agreement also involves three additional parties: Merger Sub 1, a Cayman Islands exempted company incorporated with limited liability and wholly-owned subsidiary of Nemi; Nemi LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Nemi; and BNC Motors PV. Ltd, a private limited company incorporated under the (Indian) Companies Act, 2013.

The filing states that, subject to the terms and conditions of the Business Combination Agreement, BHAV and Nemi are expected to combine and Nemi will become a public company. The 8-K was filed under Item 7.01 (Regulation FD Disclosure), and the filing notes that the information furnished under that item, including the attached press release as Exhibit 99.1, "shall not be deemed to be 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934." The filing further indicates it was intended to simultaneously satisfy the filing obligation under Rule 425 of the Securities Act.

The filing discloses that a registration statement on Form S-4 is expected to be filed with the SEC, which will include preliminary and definitive proxy statements to be distributed to BHAV shareholders in connection with their vote on the proposed transaction. The filing advises shareholders and interested persons to read the Proxy Statement/Prospectus when available. BHAV's registered securities on Nasdaq include units (BHAVU), Class A ordinary shares (BHAV), and rights (BHAVR), each consisting of defined share and right components as described in the filing. The filing also notes that forward-looking statements regarding the proposed combination are the company's own and subject to its cautionary language.

What Was Disclosed

BHAV Acquisition Corp disclosed via an 8-K filed November 5, 2026 that it has entered into a definitive business combination agreement with Nemi Corp. and related entities, through which Nemi is expected to become a public company pending shareholder approval and regulatory filings.