Mobiv Acquisition Corp - Quarter Report: 2023 September (Form 10-Q)

MOBIV ACQUISITION CORP

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Mobiv Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Mobiv Pte. Ltd. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a newly organized blank check company incorporated on January 7, 2022 as a Delaware corporation, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”).

While efforts to identify a target business may span many industries and geographies, our focus will be predominantly to acquire a niche electric vehicle (“EV”) company that contributes to solving the mobility and space challenges of modern cities in a sustainable manner without compromising the comfort and safety of its passengers. We believe that global urbanization creates one of the biggest challenges over the near future. While identifying the right target, we want to realize our vision to provide impactful and game-changing solutions to those challenges and contribute actively for the betterment of tomorrow’s world. Our target acquisition strategy will be focused on companies with a proven product and clear go-to-market strategy, among other criteria. We expect to distinguish ourselves by leveraging on a broad spectrum of internal and external network of relationships within the automotive, financial and energy-related sectors, which we believe will help us to identify opportunities effectively and efficiently. While we may pursue a business combination target in any business, industry or geographic region, we intend to focus our search on businesses in the EV industry with a focus throughout Asia, Israel and Europe, however, we expressly disclaim any intent to and will not consummate a business combination with a target business located in China, Hong Kong, Macau, Taiwan, Russia or Iran.

We intend to effectuate our initial Business Combination using cash derived from the proceeds of the Initial Public Offering, including the full exercise of the underwriters’ over-allotment option, and the sale of the private placement units (“Placement Units”) that occurred simultaneously with the Initial Public Offering, our securities, debt or a combination of cash, securities and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

Merger Agreement

On March 13, 2023, we entered into the Merger Agreement with SVH and Merger Sub. Pursuant to the terms of the Merger Agreement, a Business Combination between the Company and SVH will be effected through the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of SVH .

Trust Extension

On July 7, 2023, we held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date by which the Company must consummate a business combination from July 8, 2023 (the “Termination Date”) to July 15, 2023 and to allow the Company’s Chief Executive Officer or Chief Financial Officer, without a further stockholder vote, to further extend the Termination Date from July 15, 2023 to August 8, 2023 and thereafter on a monthly basis up to six times after August 8, 2023 (each, an “Extension,” and the end date of each such Extension, the “Extended Date”), for a total of up to seven months after the Termination Date (assuming the Company has not consummated a business combination) by depositing into the Trust Account on the then-applicable Extended Date, for each Extension, beginning on the Extension commencing July 15, 2023, the lesser of (i) $100,000 or (ii) $0.05 for each share of Class A Common Stock not redeemed in connection with the Charter Amendment Proposal (the “Extension Payment”) until February 8, 2024 (assuming the Company’s business combination has not occurred). In connection with the Special Meeting, stockholders elected to redeem an aggregate of 4,331,613 shares of Class A Common Stock at a redemption price of approximately $10.58 per share (the “Redemption”), for an aggregate redemption amount of approximately $45,849,102. On August 7, 2023, September 5, 2023, and October 5, 2023, we notified Continental that we were extending the time available to the Company to consummate its initial business combination from August 8, 2023 to September 8, 2023, and from September 8, 2023 to October 8, 2023, and from October 8, 2023 to November 8, 2023, respectively ( the “Extensions”). The Extensions are the fourth, fifth, and sixth of up to nine (9) one-month extensions permitted under the Company’s governing documents. In connection with the Extensions, we deposited an aggregate amount of $300,000 into the Trust Account.

On July 28, 2023, we entered into a satisfaction and discharge of indebtedness (the “Satisfaction and Discharge”) with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), pursuant to which, among other things, EF Hutton agreed to accept $1,000,000 in cash and a 12-month right of participation, beginning on the date of the closing of the initial business combination, in lieu of the full deferred underwriting commission of $3,501,750 in cash.

On September 28, 2023, we held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Business Combination Proposal”) to adopt the business combination agreement, dated as of March 13, 2023, as amended on August 4, 2023 (the “Business Combination Agreement”), as it may further be amended from time to time, by and among the Company, SRIVARU Holding Limited, a Cayman Islands exempted company, and Pegasus Merger Sub Inc., a Delaware corporation and approve the business combination and the other transactions contemplated by the Business Combination Agreement and the terms thereto. In connection with the Special Meeting, stockholders properly elected to redeem an aggregate of 5,530,395 shares of Class A Common Stock (the “Redemption”). Following the Special Meeting, holders of approximately 53,000 shares of Class A Common Stock subsequently reversed their redemption election. The shares were redeemed for an approximate price of $10.76 per share, for an aggregate amount of $58,922,549. These redemptions were not paid at September 30, 2023, and are reflected as a liability on the accompanying balance sheets.

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Treatment of Securities

Pursuant to the Merger Agreement, the following transactions will occur:

(i) SVH shall effect a 0.7806 share sub-division of all the shares of SVH, par value US $0.01 (both issued and unissued) in accordance with section 13(1)(d) of the Companies Act (as amended) of the Cayman Islands and the applicable provisions of the Governing Documents (as defined in the Merger Agreement) of SVH , such that the number of outstanding SVH Shares immediately prior to the Effective Time (excluding the Escrowed Earnout Shares (as defined in the Merger Agreement) issued in conjunction with the Stock Split) is 14,946,286. At the same time, 951,327 SVH Shares will be authorized but unissued and reserved by the Company, to be exchanged or sold for cash in accordance with the Exchange Agreements (as defined below). For five (5) years following the Closing (as defined in the Merger Agreement), SVH will keep authorized for issuance a sufficient number of shares of unissued and reserved SVH Shares to permit SVH to satisfy in full its obligations as set forth in the Exchange Agreements and will take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of SVH Shares if at any time there are insufficient unissued SVH Shares to permit such reservation.

(ii) Each Company Unit, consisting of one (1) share of class A common stock, par value $0.000001 per share , and one (1) warrant entitling the holder to purchase one Company Class A Share per warrant at a price of $11.50 per share, subject to and in accordance with the Warrant Agreement dated as of August 3, 2022, by and between the Company and Continental Stock Transfer & Trust Company , issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) Company Class A Share and one (1) Company Public Warrant.

(iii) Each Placement Unit, which was purchased by the Sponsor, consisting of one (1) non-transferable, non-redeemable Company Class A Share, and one (1) non-transferable, non-redeemable warrant entitling the holder to purchase one Company Class A Share per warrant at a price of $11.50 per share, subject to adjustment in accordance with the Warrant Agreement , issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) non-transferable, non-redeemable Company Class A Share and one (1) Company Private Warrant.

(iv) Each share of Class B common stock, par value $0.000001 issued and outstanding immediately prior to the Effective Time shall be automatically converted into one SVH Share, following which all Founder Shares shall automatically be cancelled and shall cease to exist by virtue of the Merger.

(v) Each issued and outstanding Company Class A Share issued and outstanding immediately prior to the Effective Time shall be exchanged automatically for Per Share Consideration, following which all Company Class A Shares shall automatically be canceled and shall cease to exist by virtue of the Merger.

(vi) All rights with respect to the Company Class A Shares underlying the Company Warrants shall be converted into rights with respect to SVH Shares and thereupon assumed by SVH. Accordingly, from and after the Effective Time: (i) each Company Warrant assumed by SVH may be exercised solely for SVH Shares; (ii) the number of SVH Shares subject to each Company Warrant assumed by SVH shall be equal to the number of Company Shares that were subject to such Company Warrants, as in effect immediately prior to the Effective Time; (iii) the per share exercise price for the SVH Shares issuable upon exercise of each Company Warrant assumed by SVH shall be $11.50; and (iv) any restriction on the exercise of any Company Warrant assumed by SVH shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Warrant shall otherwise remain unchanged; provided, that (A) to the extent provided under the terms of a Company Warrant, such Company Warrant assumed by SVH will, in accordance with its terms, be subject to further adjustment as appropriate to reflect any share split, division or subdivision of shares, share dividend, reverse share split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to SVH Shares subsequent to the Effective Time, and (B) the Company Board (as defined in the Merger Agreement) or a committee thereof shall succeed the authority and responsibility, if any, of the Board or any committee thereof with respect to each Company Warrant assumed by SVH.

(vii) Each Company Class A Share held in the treasury of the Company, otherwise held by the Company, or for which a Company Stockholder has demanded that the Company redeem such Company Class A Share will be surrendered and cancelled and will cease to exist and no consideration will be delivered or deliverable in exchange therefor.

(viii) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Company (as defined in the Merger Agreement), which shall constitute the only outstanding share of capital stock of the Surviving Company.

On August 4, 2023, the Company, SRIVARU Holding Limited, and Pegasus Merger Sub Inc. entered into the first amendment (the “First Amendment”) to the agreement and plan of merger, dated as of March 13, 2023 (as amended by the First Amendment, the “Merger Agreement”) pursuant to which the parties thereto 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 Sponsor, EF Hutton, a division of Benchmark Investments, LLC or any member of the Company’s Board, to include each such holder’s pro rata share of an additional 2,500,000 ordinary shares of the SRIVARU Holding Limited, relative to the number of applicable MOBV Shares outstanding immediately prior to the Effective Time.

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Earnout

Pursuant to the Merger Agreement, certain shareholders of SVH and certain shareholders of SVM India (as defined below) are entitled to receive their Pro Rata Portion (as defined in the Merger Agreement) of up to 25,000,000 SVH Shares.

Exchange Agreements.

At the Closing, SVM India will enter into Exchange Agreements with SVH, pursuant to which, among other things, such shareholders of SVM India will have a right to transfer one or more of the shares owned by them in SVM India to SVH in exchange for the delivery of SVH Shares or cash payment, subject to the terms and conditions set forth in the Exchange Agreements.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from January 7, 2022 (inception) through September 30, 2023 were organizational activities and those necessary to prepare for the Initial Public Offering, described below. Subsequent to the Initial Public Offering, our activities have been limited to identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest income on securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

For the three months ended September 30, 2023, we had net loss of $424,231, which consisted of formation and operating costs of $1,094,446 and provision for income taxes of $171,535, offset by dividends earned on investments held in the Trust Account of $841,750.

For the nine months ended September 30, 2023, we had net loss of $73,854, which consisted of formation and operating costs of $2,617,986 and provision for income taxes of $644,313, offset by dividends earned on investments held in the Trust Account of $3,188,445.

For the three months ended September 30, 2022, we had net loss of $90,035, which consisted of formation and operating costs of $365,807 and provision for income taxes of $34,416, offset by dividends earned on investments held in the Trust Account of $310,188.

For the period from January 7, 2022 (inception) through September 30, 2022, we had net loss of $91,419, which consisted of formation and operating costs of $367,191 and provision for income taxes of $34,416, offset by dividends earned on investments held in the Trust Account of $310,188.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B common stock, par value $0.000001 per share (“Founder Shares”), by the Sponsor and loans from the Sponsor through proceeds from the Promissory Note.

On August 8, 2022, we consummated the Initial Public Offering of 10,005,000 units (“Units”), at $10.00 per Unit, generating total gross proceeds of $100,050,000, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,305,000 Units, at $10.00 per Unit. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 543,300 Private Placement Units (“Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Mobiv Pte. Ltd., (the “Sponsor”), generating gross proceeds of $5,433,000.

Following the Initial Public Offering on August 8, 2022, including the full exercise of the over-allotment option, and the Private Placement, a total of $102,551,250 (or $10.25 per Unit) was placed in the Trust Account. We incurred $5,400,448 in Initial Public Offering related costs, including $1,500,750 of underwriting fees paid in cash, $3,501,750 of deferred underwriting fees, and $397,948 of other offering costs.

On April 24, 2023 and June 1, 2023, the Sponsor agreed to loan the Company an aggregate of $666,333 to be used to fund the extension deposits made to the Trust Account (the “April 2023 Note” and the “June 2023 Note”, respectively. The April 2023 Note is non-interest bearing and payable on the earlier of (i) June 8, 2023 or (ii) promptly after the date of the consummation of the Company’s initial Business Combination. The June 2023 Note is non-interest bearing and payable on the earlier of (i) July 8, 2023 or (ii) promptly after the date of the consummation of the Company’s initial Business Combination. Upon the consummation of the closing of a Business Combination, the Company will convert the unpaid principal balance under convertible promissory notes into a number of shares of non-transferable, non-redeemable, Class A Common Stock of the Company (the “Conversion Shares”) equal to (x) the principal amount of the notes being converted divided by (y) the conversion price of $10.00, rounded up to the nearest whole number of shares. If a Business Combination is not consummated, the promissory note will be repaid only from funds held outside of the Trust Account.

On July 7, 2023, we entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account. The Extension is the third of up to nine (9) one-month extensions permitted under the Company’s governing documents. In connection with the Extension, the Sponsor deposited an aggregate of $100,000 into the Trust Account.

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On August 7, 2023, we entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination , the Company may only repay the loan from funds held outside of the Trust Account. The Extension is the fourth of up to nine (9) one-month extensions permitted under the Company’s governing documents. In connection with the Extension, the Sponsor deposited an aggregate of $100,000 into the Trust Account.

On September 5, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of the Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination , the Company may only repay the loan from funds held outside of the Trust Account. The Company also notified Continental that it was extending the time available to the Company to consummate its initial business combination from September 8, 2023, to October 8, 2023 (the “Extension”). The Extension is the fifth of up to nine (9) one-month extensions permitted under the Company’s governing documents. In connection with the Extension, the Sponsor deposited an aggregate of $100,000 into the Trust Account.

On September 27, 2023, the Company entered into a promissory note with the Sponsor in the amount of $115,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business Combination , the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account.

On October 1, 2023, the Company entered into a promissory note with the Sponsor in the amount of $150,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2023 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account.

On October 5, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of the Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination , the Company may only repay the loan from funds held outside of the Trust Account. The Company also notified Continental that it was extending the time available to the Company to consummate its initial business combination from October 8, 2023, to November 8, 2023 (the “Extension”). The Extension is the sixth of up to nine (9) one-month extensions permitted under the Company’s governing documents. In connection with the Extension, the Sponsor deposited an aggregate of $100,000 into the Trust Account.

On November 6, 2023, the Sponsor notified the Company that it intends to fund an additional $100,000 in the Trust Account to extend the Deadline by one month to December 8, 2023. On November 6, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2023 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account.

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For the nine months ended September 30, 2023, cash used in operating activities was $1,228,392. Net loss of $73,854 was affected by dividend income on investments held in the Trust Account of $3,188,445 and changes in operating assets and liabilities, which provided $2,033,907 of cash from operating activities.

For the period from January 7, 2022 (inception) through September 30, 2022, cash used in operating activities was $514,988. Net loss of $91,419 was affected by dividend income of $310,188 changes in operating assets and liabilities, which used $113,381 of cash from operating activities.

As of September 30, 2023, we had marketable securities held in the Trust Account of $61,120,249 (including $216,767 of dividend income) consisting of U.S. Treasury securities in a mutual fund. We may withdraw income from the Trust Account to pay taxes, if any. Through September 30, 2023, we have withdrawn $911,833 of income earned from the Trust Account to pay certain tax obligations and $45,849,102 in connection with redemptions. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and taxes payable), to complete our initial Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2023, we had cash of $263,240. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, and negotiate and complete an initial Business Combination, pay for the directors and officers liability insurance premiums, and pay for monthly office space, utilities, and secretarial and administrative support.

In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan us funds as may be required (the “Working Capital Loans”). If we complete the initial Business Combination, we will repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Placement Units.

If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we do not complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Going Concern

As of September 30, 2023, the Company had a working capital deficit. The Company expects to incur significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unsuccessful in consummating a Business Combination within the prescribed period of time from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate a business combination prior to the mandatory liquidation date. The balance sheet does not include any adjustments that might result from the outcome of this uncertainty.

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Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2023.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than as described below.

We have an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, and secretarial and administrative support. We began incurring these fees on the filing of the initial draft registration statement, which was August 3, 2022 and will continue to incur these fees monthly until the earlier of the completion of our initial Business Combination and our liquidation.

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants) will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

On April 22, 2022, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of (i) December 31, 2022, or (ii) the consummation of the Initial Public Offering. As of the IPO closing date, we had borrowed $113,774. Subsequently, on August 11, 2022, we repaid $113,774 under the promissory note with the Sponsor.

On April 24, 2023 and June 1, 2023, the Sponsor agreed to loan the Company an aggregate of $666,333 to be used to fund the extension deposits made to the Trust Account (the “April 2023 Note” and the “June 2023 Note”, respectively. The April 2023 Note is non-interest bearing and payable on the earlier of (i) June 8, 2023 or (ii) promptly after the date of the consummation of the Company’s initial Business Combination. The June 2023 Note is non-interest bearing and payable on the earlier of (i) July 8, 2023 or (ii) promptly after the date of the consummation of the Company’s initial Business Combination. Upon the consummation of the closing of a Business Combination, the Company will convert the unpaid principal balance under convertible promissory notes into a number of shares of non-transferable, non-redeemable, Class A Common Stock of the Company (the “Conversion Shares”) equal to (x) the principal amount of the notes being converted divided by (y) the conversion price of $10.00, rounded up to the nearest whole number of shares. If a Business Combination is not consummated, the promissory note will be repaid only from funds held outside of the Trust Account.

On July 7, 2023, we entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account.

On August 7, 2023, we entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination , the Company may only repay the loan from funds held outside of the Trust Account.

On September 5, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of the Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination , the Company may only repay the loan from funds held outside of the Trust Account

On September 27, 2023, the Company entered into a promissory note with the Sponsor in the amount of $115,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business Combination , the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account.

On October 1, 2023, the Company entered into a promissory note with the Sponsor in the amount of $150,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2023 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account.

On October 5, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2024 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of the Business Combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination , the Company may only repay the loan from funds held outside of the Trust Account.

On November 6, 2023, the Sponsor notified the Company that it intends to fund an additional $100,000 in the Trust Account to extend the Deadline by one month to December 8, 2023. On November 6, 2023, the Company entered into a promissory note with the Sponsor in the amount of $100,000. The note is non-interest bearing and is payable on the earlier of (i) February 8, 2023 or (ii) promptly after the date on which the Company consummates an initial business combination. Upon the closing of a Business combination, the outstanding principal amount of the loan will be converted into shares of the Company’s Class A common stock equal to (x) the principal amount of this Note being converted divided by (y) the conversion price of $10.00. If the Company does not complete its initial business combination, the Company may only repay the loan from funds held outside of the Trust Account.

The underwriters of the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $3,501,750 in the aggregate. Subject to the terms of the underwriting agreement, the deferred fee (i) will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination and (ii) will be waived by the underwriters in the event that we do not complete a Business Combination.

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On July 28, 2023, we entered into a satisfaction and discharge of indebtedness (the “Satisfaction and Discharge”) with EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), pursuant to which, among other things, EF Hutton agreed to accept $1,000,000 in cash and a 12-month right of participation, beginning on the date of the closing of the initial business combination, in lieu of the full deferred underwriting commission of $3,501,750 in cash.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal quarter ended September 30, 2023. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) that occurred during the fiscal quarter of 2023 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC on February 21, 2023. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or result of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC, except for the following:

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Business Combination, and/or continued search for a target company (if required), the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On April 22, 2022, we issued an aggregate of 2,875,000 founder shares to the Sponsor for an aggregate price of $25,000, or approximately $0.009 per share, pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such issuances. On July 1, 2022, the Sponsor surrendered an aggregate of 373,750 founder shares to us for no consideration, which surrender was effective retroactively. On August 5, 2022, in connection with the underwriters’ election to fully exercise their over-allotment option, an aggregate of 326,250 founder shares were no longer subject to forfeiture, and 2,501,250 founder shares remain outstanding. The founder shares will automatically convert into shares of Class A common stock at the time of our initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment.

On August 8, 2022, we consummated the Initial Public Offering of 10,005,000 Units, which includes the full exercise by the underwriters of their over- allotment option in the amount of 1,305,000 Units. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $100,050,000. Each Unit consists of one share of Class A common stock, par value $0.000001 per share, and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The warrants will become exercisable at any time commencing on the later of April 3, 2023, 9 months from the effectivity of our Registration Statement or 30 days from the date of the consummation of our initial Business Combination and will expire five years after the consummation of our initial Business Combination, or earlier upon redemption or liquidation.

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” is acting as the sole book-running manager and as the representative of the underwriters mentioned in the prospectus for the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-265353) (the “Registration Statement”). The SEC declared the Registration Statement effective on August 3, 2022.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 543,300 Placement Units (each, a “Placement Unit” and, collectively, the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Mobiv Pte. Ltd. (the “Sponsor”), generating gross proceeds of $5,433,000. The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to the Private Placement. The proceeds from the sale of the Placement Units were added to the net proceeds from the Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Company’s trust account with respect to the placement shares, which will expire worthless if we do not consummate our business combination. With respect to the placement warrants (“Placement Warrants”), the warrant agent shall not register any transfer of placement warrants until after the consummation of an initial business combination. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. The Placement Warrants (underlying the Placement Units) will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except as described below. The Placement Warrants (including the Class A common stock issuable upon the exercise of the Placement Warrants) will not be transferrable, assignable, or salable until 30 days after the completion of an initial business combination subject to certain limited exceptions.

We incurred $5,400,448 in Initial Public Offering related costs, including $1,500,750 of underwriting fees paid in cash, $3,501,750 of deferred underwriting fees, and $397,948 of other offering costs.

After deducting the underwriting fees (excluding the deferred portion of $3,501,750, which amount will be payable upon consummation of our initial Business Combination, if consummated) and the offering expenses, the total net proceeds from the Initial Public Offering, including the full exercise of the over-allotment option, and the Private Placement was $103,584,302, of which $102,551,250 was placed in the Trust Account.

For a description of the use of the proceeds generated in the Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

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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 thereunto duly authorized.

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