SRIVARU Holding Ltd. entered into a definitive merger agreement to acquire Mobiv Acquisition Corp (NasdaqGM:MOBV) for approximately $420 million in a reverse merger transaction on March 13, 2023. The implied total consideration to SRIVARU shareholders will be approximately $409 million, assuming $10 per share. The vehicle sales revenue-based earn-out for SRIVARU shareholders of 25 million shares. The earnout for vehicle sales is based on SRIVARU achieving sales revenue for vehicles and such other products as approved by the board of SRIVARU of $39 million for the fiscal year ending March 31, 2024, $117 million for the fiscal year ending March 31, 2025, and $553 million for the fiscal year ending March 31, 2026. The SRIVARU Board will have discretion to release the Earnout Shares to the SRIVARU shareholders even where the applicable Vehicle Sales Revenue triggers are not achieved, if Vehicle Sales Revenue surpasses at least 50% of such triggers. Mobiv will combine with SRIVARU Holding Ltd. to create a new publicly traded company. Post-acquisition, SRIVARU will own 54.5% stake in combined company. The combined company will be known as SRIVARU Holding Ltd. and will be led by SRIVARU?s current management team.

The transaction is subject to the approval of Mobiv stockholders, regulatory approvals, the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, SVH stockholders, Mobiv shall have at least $5,000,001 of net tangible assets, SVH?s initial listing application with Nasdaq in connection with the transactions shall have been approved, Mobiv and SVH shall have obtained the consents from certain third parties, each ancillary document shall have been executed and delivered by the parties thereto and other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both SRIVARU and Mobiv. The transaction is expected to close in the first half of 2023. As of June 5, 2023, Mobiv Acquisition extended the time available to consummate the transaction from June 8, 2023 to July 8, 2023. As of August 3, 2023, the Business Combination is anticipated to close on or about August, 2023. The transaction is anticipated to generate gross proceeds of up to approximately $104 million of cash, assuming no redemptions by Mobiv?s public stockholders, which will be used to fund operations and growth.

ACP Capital Markets LLC acted as financial advisor to SRIVARU and Rajiv Khanna of Norton Rose Fulbright US LLP acted as US legal counsel to SRIVARU. SRI Solutions is providing Indian legal advice to SRIVARU. EF Hutton, a division of Benchmark Investments, LLC is serving as capital markets adviser to Mobiv and Mike Blankenship and Dean Hinderliter of Winston & Strawn LLP acted as US legal counsels to Mobiv. JSA Advocates & Solicitors is serving as Indian legal counsel to Mobiv. Continental Stock Transfer & Trust Company acted as transfer agent to Mobiv. Marshall & Stevens Incorporated provided fairness opinion provider to Mobiv Acquisition Corp.