Nemi To Merge With BHAV Acquisition Corp In $400M SPAC Deal, Targeting Future Nasdaq Ticker Symbol "NEMI"

Nemi Is Developing its Large Manufacturing Model, an AI-Powered Platform Designed to Automate Product Design, Engineering and Manufacturing End-to-End While Reducing Costs and Lead Times

Nemi Operates 300,000+ Square Feet of Manufacturing Operations, Serving Over 50 Enterprise Customers Across Aerospace, Defense and Automotive Markets Worldwide

STAFFORD, Texas and PISCATAWAY, N.J., Nov. 05, 2026 (GLOBE NEWSWIRE) -- Nemi Corp. ("Nemi" or the "Company"), a Physical AI and Manufacturing-as-a-Service company building the Large Manufacturing Model ("LMM"), and BHAV Acquisition Corp (NASDAQ:BHAV) ("BHAV"), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the "Business Combination Agreement", and the transaction, the "Business Combination"). The Business Combination is expected to close in the first quarter of 2027, subject to approval by BHAV’s and Nemi’s shareholders, regulatory approvals and other customary closing conditions. Following completion of the proposed Business Combination, Nemi will be the listed parent company and expects its Class A common stock to trade on The Nasdaq Stock Market under the ticker symbol "NEMI".

A Manufacturer First, Building AI Where Parts Are Made

Nemi operates more than 300,000 square feet of manufacturing space in India. The Company makes precision metal parts, tooling, electronics, batteries, motors, plastics and complex assemblies, and holds AS9100D and ISO 9001 certifications. Nemi sells this capacity to enterprise customers as Manufacturing-as-a-Service ("MaaS") and also operates an electric-vehicle business. In FY2025, Nemi’s MaaS business grew revenue 38% year-over-year with gross margins of 32.5%.

The LMM is a comprehensive stack for automating all aspects of hardware manufacturing: Anvil for design and engineering, Orion for factory operations and robotics, and Atlas for commercial and after-sales work.

Nemi is led by Founder and Chief Executive Officer Anirudh Ravi Narayanan, who brings extensive experience across aerospace and defense engineering, advanced manufacturing and business strategy. Prior to founding Nemi, Mr. Narayanan held roles at McKinsey & Company, where he worked in its Digital and Industrial practices, and previously held engineering positions in the aerospace and defense electronics industry. He holds an MBA from the Yale School of Management and an engineering degree from Rose-Hulman Institute of Technology.

Engineering Today, the Factory Floor Next

Anvil turns an engineering brief into CAD, electronics design, simulation and a released bill of materials. On more than 35 customer and internal programs over the past 12 months, Nemi measured design work finishing about three times faster with about one-third of the engineers, compared with its pre-LMM baselines for similar work. Together, that is roughly nine times the design output per engineer.

Results on recent programs, compared with management’s estimates of typical industry timelines:

• A full electric-vehicle platform for Nemi’s own EV business, taken from concept to production-ready in 9 months against a typical 18-month period.
• A complete drone powertrain (battery, motor, controller and ground unit) for a Tier-1 defense manufacturer, delivered in 4 months against a typical 16-month period, at about 20% lower parts cost.
• A production line for a consumer-appliance maker stood up in 5 weeks with no tooling cost.
• A flight-critical aerospace part cut from 7 hours to 3 hours per job while holding a 10-to-15 micron tolerance.

Nemi’s first market is high-product mix, low-volume programs in aerospace, defense and other demanding industrial sectors, where engineering is a large share of cost. Next, the Company plans to automate its factory floor. Its digital-twin ERP is already deployed, factory orchestration is in pilot, and low-cost robotics are in development. Nemi plans to implement and stress test each step in its own plants before using it in manufacturers it acquires.

Growing Commercial Momentum Across High-Value Manufacturing Markets

As of October 14, 2026, Nemi had more than $14 million of open purchase orders from 16 customers, subject to the realization of certain contractual milestones. Current customers have also signed non-binding letters of intent ("LOIs") with an indicative value of over $100 million of revenue for Nemi through 2028.

Nemi serves more than 50 enterprise customers across its manufacturing and electric-vehicle businesses. Its customers include defense, aerospace and space organizations in India, directly or through partners, as well as automotive manufacturers. Nemi’s existing shareholders include Musashi Seimitsu Industry Co., Ltd., a listed Japanese automotive components maker.

In 2025, consolidated gross margin rose to 17.7% from 3.1% in 2024.

Growth Plan and Operating Target

Nemi plans to scale by adding factory capacity for existing customer programs and by acquiring traditional manufacturers, then deploying the LMM in them. Nemi has a robust pipeline of prospective targets, though no definitive agreements have been signed to date.

Management is targeting approximately $120 million of operating annualized revenue run-rate ("Operating ARR") for the quarter ending twelve months after closing, up from approximately $20 million expected at closing. The target reflects management’s planned manufacturing capacity expansion, anticipated customer demand and contributions from prospective acquisitions.

"We believe Physical AI is going to bring about the next industrial revolution," said Anirudh Ravi Narayanan, Chief Executive Officer of Nemi. "Our goal, stated simply, is to do for hardware what LLMs did for software. Hardware is hard. Its data is mostly proprietary and closed, so whoever intends to automate it has to be inside the factory. That is why we are a manufacturer first: each part we design and build becomes data for the next one. To gather data fast, we have to grow fast. Every manufacturing company will eventually run on AI. We want to help them get there."

Transaction Overview

The Business Combination Agreement sets Nemi’s pre-money equity value at $400 million, or 40,000,000 shares at $10.00 per share. That fixed number covers all shares issued for Nemi’s existing equity, including outstanding equity awards and the securities issued in Nemi’s pre-closing financing. The consideration is entirely in stock, and there is no earnout.

Nemi is targeting to raise $50 million in a private investment in public equity (the "PIPE") at $10.00 per share. Assuming the full amount of the PIPE is raised and no redemptions by BHAV’s public shareholders, the proposed Business Combination is expected to provide approximately $142.5 million of cash at closing from BHAV’s $100 million trust account and the PIPE, after estimated expenses.

The proposed Business Combination includes a minimum available closing cash condition of $30 million, which the parties may waive; available cash includes funds held in BHAV’s trust account after redemptions and the proceeds of the PIPE and the pre-closing financing.

Nemi intends to use the proceeds from the proposed Business Combination to expand factory capacity, acquire manufacturers that already serve its markets, continue developing the LMM and Phase 2 robotics toward greater levels of automation and fund working capital.