Nemi Plans Nasdaq Listing After SPAC Merger with BHAV Acquisition Corp

Nemi Corp. and BHAV Acquisition Corp announced on November 5, 2026 that they had entered a definitive agreement to combine, valuing Nemi at $400 million pre-money and setting up a planned Nasdaq listing for the manufacturing and physical-AI company.

The consideration is entirely stock: 40 million shares at $10 each, covering Nemi’s existing equity, outstanding equity awards and securities issued in its pre-closing financing. There is no earnout. Nemi is targeting a $50 million private investment in public equity, or PIPE, at $10 per share, a financing goal rather than money already raised. Assuming a full PIPE and no redemptions by BHAV public shareholders, the companies estimate approximately $142.5 million in cash at closing after estimated expenses, drawn from BHAV’s $100 million trust account and the PIPE.

Proceeds are intended for additional factory capacity, purchases of manufacturers already serving Nemi’s markets, continued development of its Large Manufacturing Model and Phase 2 robotics, and working capital. The acquisition plan is central to the growth model: buy conventional manufacturers, then deploy Nemi’s software in their operations. No definitive acquisition agreements had been signed when the transaction was announced.

Factories Supply the Data for Nemi’s AI

Nemi operates more than 300,000 square feet of manufacturing space in India, producing precision metal parts, tooling, electronics, batteries, motors, plastics and complex assemblies. It sells that capacity as Manufacturing-as-a-Service and also operates an electric-vehicle business. Those plants are integral to its AI strategy: chief executive Anirudh Ravi Narayanan said hardware data is largely proprietary and closed, so parts Nemi designs and builds can become data for subsequent work.

The Large Manufacturing Model, or LMM, has three connected suites. Anvil is intended to convert an engineering brief into computer-aided design, electronics design, simulation and a released bill of materials. Orion covers factory operations and robotics, while Atlas handles commercial and after-sales work and is designed to return field data to subsequent designs. Nemi’s product site describes Orion as a digital-twin factory system. The tools use third-party AI models selected for each task; Nemi does not build its own foundation models, and the LMM name is an analogy to large language models.

Deployment remains uneven across that stack. The digital-twin enterprise-resource-planning system is deployed, factory orchestration is in pilot and low-cost robotics are still in development. Nemi plans to test each stage in its own plants before deploying it in acquired manufacturers, making the existing factories both operating businesses and test sites for the software.

Orders and Margins Show an Early Operating Base

Nemi reported more than 50 enterprise customers across manufacturing and electric vehicles, including Indian defense, aerospace and space organizations reached directly or through partners, plus automotive manufacturers. As of October 14, 2026, it had more than $14 million of open purchase orders from 16 customers, subject to contractual milestones. Those orders had not yet been delivered and invoiced and include blanket orders from a fleet customer. Customers have also signed non-binding letters of intent indicating more than $100 million of potential revenue through 2028, which may not become orders or revenue.

The financial disclosures separate subsidiary performance from the consolidated operating group. Nemi reported that Manufacturing-as-a-Service revenue grew 38% year over year in fiscal 2025 with a 32.5% gross margin, although those subsidiary figures include sales to other Nemi companies. Audited consolidated statements for BNC Motors and its subsidiaries show gross margin rising to 17.7% in 2025 from 3.1% in 2024. The subsidiary result therefore cannot be read as a companywide margin.

Across more than 35 customer and internal programs over 12 months, Nemi measured design work finishing about three times faster with roughly one-third as many engineers as its pre-LMM baselines, which it characterized as approximately nine times the design output per engineer. The measurements come from unaudited management records. One drone-powertrain program was delivered in four months against management’s estimated typical timeline of 16 months, at about 20% lower parts cost.

Run-Rate Targets Depend on Financing and Acquisitions

Nemi defines Operating ARR as the latest quarter’s external revenue multiplied by four, excluding intercompany revenue. It is a run-rate, not contracted revenue or a measure prepared under U.S. generally accepted accounting principles. The company reported approximately $3.7 million for the quarter ended September 30, 2026, based on provisional, unaudited accounts.

Management estimates approximately $20 million of Operating ARR at closing, assuming $50 million of pre-closing financing supplies the working capital and capacity needed to execute the demand pipeline. Its approximately $120 million target for the quarter ending 12 months after closing assumes about $100 million of funding before and at closing, planned capacity additions and roughly $30 million of Operating ARR from acquisitions that have not been committed. Nemi calls both figures management estimates rather than forecasts.

Closing is expected in the first quarter of 2027 and requires approval by both companies’ shareholders, regulatory approvals, an effective registration statement and other customary conditions. Nemi would become the listed parent company. A $30 million minimum available-cash condition can be waived by the parties. Shares held by Nemi’s founder and affiliates, plus sponsor shares allocated to BHAV chief executive Giri Devanur, would become Class B stock carrying ten votes per share, with the same economic rights as Class A shares and one-for-one conversion into Class A.

The proposal therefore pairs an operating business with improving margins against a growth target that relies on new capital, added capacity and uncommitted acquisitions. The central question for the listing is whether Nemi’s factory-generated data and reported engineering gains can support that expansion while the financing and acquisitions behind the target remain incomplete.