UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8 16, 2021

TELENAV, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34720	77-0521800
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

4655 Great America Parkway, Suite 300

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

(408) 245-3800

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common stock, $0.001 Par Value per Share		TNAV		The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders

On February 816, 2021, Telenav, Inc. (~~the~~ “~~Company~~Telenav”) ~~issued~~held a ~~press~~special ~~release~~meeting ~~announcing~~of ~~that independent proxy advisory firms ISS and Glass Lewis had issued recommendations that the Company’s~~ stockholders ~~vote “FOR” proposals~~ (the ~~Company would submit for stockholder action at a~~ “Special Meeting ~~of Stockholders scheduled for February 16, 2021. The proposals regard the previously announced “Go-Private~~” ~~transaction to acquire the Company proposed by V99, Inc~~)., a Delaware corporation led by HP Jin, the Company’s Co-Founder, President and Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

~~Additional~~As ~~Information~~of January 4, 2021, the record date for the Special Meeting, there were 48,000,000 shares of Telenav common stock outstanding and ~~Where~~entitled to ~~Find~~vote, It31,473,721 of which were not beneficially owned by V99, Merger Sub, H.P. Jin, Samuel Chen, Fiona Chang, Yi-Ting Chen, Yi-Chun Chen, Changbin Wang or Digital Mobile Venture Limited (and any affiliate of the foregoing or trust in which any of the foregoing are a beneficiary) (the “Purchaser Group”). At the Special Meeting, 40,009,278 shares, or approximately 83.35% of the outstanding shares of Telenav common stock, were present either in person or by proxy.

~~This~~At ~~communication is being made in respect of~~ the ~~proposed~~Special ~~transaction involving Telenav and V99 Inc. In connection with the proposed transaction~~Meeting, ~~Telenav~~three ~~has~~proposals ~~filed~~were a definitive proxy statement on Schedule 14A with the Securities and Exchange Commission (the “SEC”), and Telenav mailed the definitive proxy statement and a proxy card to each stockholder of Telenav entitled to vote at the special meeting relating to the proposed transaction. This communication is not intended as a substitute for the proxy statement that Telenav filed with the SEC and sent to its stockholders in connection with the proposed transaction or any other document that Telenav may file with the SEC or send to its stockholders in connection with the proposed transaction. The definitive proxy statement described above contains important information about the proposed merger and related matters. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF TELENAV ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT TELENAV WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TELENAV AND THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction, and any other documents filed by Telenav with the SEC, may be obtained free of charge at the SEC’s website (httpconsidered:~~//www.sec.gov)~~ ~~or at Telenav’s website (https://www.telenav.com/) or by contacting Telenav’s Investor Relations at IR@telenav.com.~~

~~Participants~~(1) inThe proposal to adopt and approve the ~~Solicitation~~Agreement and Plan of Merger, dated as of November 2, 2020 (as amended on December 17, 2020, the “Merger Agreement”), among Telenav, V99, Inc., a Delaware corporation (“V99”), and Telenav99, Inc., a Delaware corporation and a wholly owned subsidiary of V99 (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Telenav (the “Merger”), with Telenav surviving the Merger as a wholly owned subsidiary of V99 (such proposal, the “Merger Agreement Proposal”).

~~Telenav~~(2) ~~and~~The ~~its~~proposal ~~directors and executive officers, including HP Jin and Samuel Chen, may be deemed~~ to beapprove ~~participants~~the inadjournment ~~the~~or ~~solicitation~~postponement of ~~proxies from Telenav’s stockholders with respect to~~ the ~~proposed~~Special ~~transaction.~~Meeting, ~~Information~~if ~~about~~necessary ~~Telenav’s~~or ~~directors~~appropriate, ~~and~~to ~~executive~~solicit ~~officers~~additional ~~and~~proxies ~~their ownership of Telenav’s common stock is set forth~~ in ~~Telenav’s Annual Report on Form 10-K for~~ the ~~fiscal~~event ~~year~~that ~~ended~~there ~~June 30,~~were ~~2020,~~not ~~which~~sufficient ~~was~~votes ~~filed~~at ~~with~~ the ~~SEC~~time onof ~~August 21,~~the ~~2020,~~Special asMeeting ~~amended~~to onadopt ~~October 26, 2020. Additional information regarding the potential participants,~~ and ~~their~~approve ~~direct or indirect interests in~~ the ~~proposed~~Merger ~~transaction,~~Agreement by(such ~~security holdings or otherwise~~proposal, ~~are set forth in~~ the ~~definitive~~“Adjournment ~~proxy statement and other materials on file with SEC in connection with the proposed transaction~~Proposal”).

~~Notice~~(3) ~~Regarding~~The ~~Forward-Looking~~nonbinding, ~~Statements~~advisory proposal to approve compensation that will or may become payable to Telenav’s named executive officers in connection with the Merger (such proposal, the “Executive Compensation Proposal”).

~~This~~At ~~communication, and~~ the ~~document~~Special ~~to which the Company refers you in this communication~~Meeting, ~~contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements represent~~ Telenav’s ~~expectations~~stockholders orapproved beliefs concerning future events. Words such as “could,” “will,” “may,” “assume,” “forecast,” “strategy,” “guidance,” “outlook,” “target,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe” or “project” and similar expressions are used to identify forward-looking statements. Without limiting the ~~generality~~Merger ofAgreement ~~the~~Proposal ~~foregoing, forward-looking statements contained in this communication include Telenav’s expectations regarding V99’s agreement to acquire Telenav~~ and the ~~expected~~Executive ~~timing~~Compensation ~~of the completion of the transaction~~Proposal. ~~Forward-looking~~Sufficient ~~statements~~votes ~~can~~were bealso ~~affected~~received by assumptions used or known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed and actual results may differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause actual results to ~~differ~~approve ~~materially from those indicated in~~ the ~~forward-looking~~Adjournment ~~statements include~~Proposal, ~~among~~but ~~others,~~such ~~the~~an ~~failure~~adjournment towas ~~obtain~~not ~~the~~necessary approval of Telenav’s stockholders, including at least 66 and two-thirds percent of the outstanding shares of common stock owned by stockholders other than HP Jin, Samuel Chen and Changbin Wang, and each of their affiliates and related parties, in ~~connection~~light ~~with the proposed transaction; the failure to consummate or delay in consummating the proposed transaction for other reasons; and the risk that a condition to closing~~ of the ~~proposed~~approval transaction may not be satisfied or that required financing for the proposed transaction may not be available or may be delayed. Any forward-looking statement made by Telenav in this communication is based only on information currently available to Telenav and speaks only as of the ~~date~~Merger onAgreement ~~which it is made~~Proposal. ~~Except as required by applicable law or regulation, Telenav does not assume any obligation to update any such forward-looking statements whether as the result of new developments or otherwise.~~

Approval of the Merger Agreement Proposal required the affirmative vote of the holders of (i) at least a majority of the outstanding shares of Telenav common stock (the “Stockholder Vote”) and (ii) at least 66 and 2/3% of the outstanding shares of Telenav common stock not beneficially owned by any member of the Purchaser Group (the “Unaffiliated Vote”).

The table below shows the final voting results from the Special Meeting.


	For		Against		Abstain
The Merger Agreement Proposal
• Stockholder Vote		39,444,506		530,002		34,770
• Unaffiliated Vote		22,918,227		530,002		34,770
The Adjournment Proposal		38,164,511		1,771,412		73,355
The Executive Compensation Proposal		35,092,113		574,314		4,342,851

On February 16, 2021, Telenav issued a press release announcing the results of the voting at the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber		Description
Exhibit Number		Description
99.1		Press release of Telenav, Inc. dated February 816, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	~~TELENAV, INC.~~	TELENAV, INC.
Date: February 8, 2021	By:	/s/ Steve Debenham
Date: February 17, 2021		By:	/s/ Steve Debenham
	~~Name:~~	~~Steve Debenham~~Name:	Steve Debenham
	~~Title:~~	~~Vice President, General Counsel~~Title:	Vice President, General Counsel

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