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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File

Number:001-41464

Mobiv Acquisition Corp

(Exact name of registrant as specified in its charter)


Delaware		87-4345206
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

850 Library Avenue, Suite 204 Newark, Delaware		19711
(Address of principal executive offices)		(Zip Code)

302-738-6680

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one Redeemable Warrant	MOBVU	The Nasdaq Stock Market LLC
Class A common stock, par value $0.000001 per share	MOBV	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	MOBVW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T(§232.405

of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2of

the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☒ No ☐

As of November 14, 2023,

there

were 839,342 shares of Class A common stock, par value $0.000001 per share, and 2,501,250 shares of Class B common stock, par value $0.000001 per share, issued and outstanding.

MOBIV ACQUISITION CORP

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

TABLE OF CONTENTS


		Page
Part I. Financial Information			1

Item 1.	Financial Statements		1
	Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022		1
	Statements of Operations for the three and nine months ended September 30, 2023 (Unaudited) and for the three months ended September 30, 2022 and for the period from January 7, 2022 (Inception) through September 30, 2022 (Unaudited)		2
	Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 (Unaudited) and for the three months ended September 30, 2022 and for the period from January 7, 2022 (Inception) through September 30, 2022 (Unaudited)		3
	Statements of Cash Flows for the nine months ended September 30, 2023 (Unaudited) and for the period from January 7, 2022 (Inception) through September 30, 2022 (Unaudited)		4
	Notes to Financial Statements (Unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		29
Item 4.	Controls and Procedures		29

Part II. Other Information			30

Item 1.	Legal Proceedings		30
Item 1A.	Risk Factors		30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		31
Item 3.	Defaults Upon Senior Securities		31
Item 4.	Mine Safety Disclosures		31
Item 5.	Other Information		31
Item 6.	Exhibits		32
Signatures			33

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

MOBIV ACQUISITION CORP

BALANCE SHEETS

(UNAUDITED)


	September 30, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	263,240		$	467,756
Prepaid expenses and other current assets		26,667			6,667
Short-term prepaid insurance		92,892			278,664

Total Current Assets		382,799			753,087
Long-term prepaid insurance		—			23,226
Marketable securities held in Trust Account		61,120,249			103,726,404

TOTAL ASSETS	$	61,503,048		$	104,502,717

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1,775,685		$	308,569
Redeemed stock payable to public stockholders		58,922,549			—
Income taxes payable		583,838			206,045
Excise tax liability		1,047,717			—
Amount due to related party		260			3,215
Total current liabilities		62,330,049			517,829
Convertible promissory notes—related party		1,081,333			—
Deferred underwriting fee payable		1,000,000			3,501,750

TOTAL LIABILITIES		64,411,382			4,019,579

Commitments and Contingencies (Note 6)
Redeemable Class A Common Stock
Redeemable Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 195,992 and 10,005,000 shares issued and outstanding subject to possible redemption, at redemption value of $10.25 and $10.33 at September 30, 2023 and December 31, 2022, respectively		2,008,918			103,323,647
Stockholders’ Deficit
Preferred shares, $0.000001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.000001 par value; 100,000,000 shares authorized; 643,350 issued and outstanding (excluding 195,992 and 10,005,000 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively		1			1
Class B common stock, par value $0.000001; 10,000,000 shares authorized; 2,501,250 issued and outstanding		3			3
Additional paid in capital		437,311			—
Accumulated deficit		(5,354,567	)		(2,840,513	)

Total Stockholders’ Deficit		(4,917,252	)		(2,840,509	)

TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	61,503,048		$	104,502,717

The accompanying notes are an integral part of the unaudited financial statements.

Table of Contents

MOBIV ACQUISITION CORP

STATEMENTS OF OPERATIONS

(UNAUDITED)


	For The Three Months Ended September 30,						For The Nine Months Ended September 30, 2023			For the Period from January 7, 2022 (Inception) Through September 30, 2022
	2023			2022			For The Nine Months Ended September 30, 2023
Operating and formation costs		1,094,446			365,807			2,617,986			367,191

Loss from operations		(1,094,446	)		(365,807	)		(2,617,986	)		(367,191	)
Other income:
Dividends on marketable securities held in Trust Account		841,750			310,188			3,188,445			310,188

Total Other income		841,750			310,188			3,188,445			310,188
Net (loss) income before provision for income taxes		(252,696	)		(55,619	)		570,459			(57,003	)
Provision for income taxes		(171,535	)		(34,416	)		(644,313	)		(34,416	)

Net loss	$	(424,231	)	$	(90,035	)	$	(73,854	)	$	(91,419	)

Weighted average shares outstanding, Class A common stock		6,668,491			6,134,376			9,307,152			2,121,664

Basic and diluted net loss per share, Class A common stock	$	(0.05	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted average shares outstanding, Class B common stock		2,501,250			2,501,250			2,501,250			2,002,881

Basic and diluted net loss per share, Class B common stock	$	(0.05	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

The accompanying notes are an integral part of the unaudited financial statements.

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MOBIV ACQUISITION CORP

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Class A common stock				Class B common stock				Additional Paid In Capital			Accumulated Deficit			Total Stockholders’ Deficit
	Shares		Amount		Shares		Amount		Additional Paid In Capital			Accumulated Deficit			Total Stockholders’ Deficit
Balance—January 1, 2023		643,350	$	1		2,501,250	$	3	$	—		$	(2,840,513	)	$	(2,840,509	)
Accretion for Class A common stock to redemption amount		—		—		—		—		—			(811,919	)		(811,919	)
Net loss		—		—		—		—		—			(76,346	)		(76,346	)

Balance—March 31, 2023		643,350		1		2,501,250		3		—			(3,728,778	)		(3,728,774	)
Accretion for Class A common stock to redemption amount		—		—		—		—		—			(1,628,281	)		(1,628,281	)
Net income		—		—		—		—		—			426,723			426,723

Balance—June 30, 2023		643,350		1		2,501,250		3		—			(4,930,336	)		(4,930,332	)
Accretion for Class A common stock to redemption amount		—		—		—		—		(1,016,722	)		—			(1,016,722	)
Partial waiver of Deferred Underwriter’s Fee		—		—		—		—		2,501,750			—			2,501,750
Excise tax imposed on common stock redemptions										(1,047,717	)		—			(1,047,717	)
Net loss		—		—		—		—		—			(424,231	)		(424,231	)

Balance—September 30, 2023		643,350	$	1		2,501,250	$	3	$	437,311		$	(5,354,567	)	$	(4,917,252	)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND

FOR THE PERIOD FROM JANUARY 7, 2022 (INCEPTION) TO SEPTEMBER 30, 2022


	Class A common stock						Class B common stock				Additional Paid In Capital			Accumulated Deficit			Total Stockholders’ Deficit
	Shares			Amount			Shares		Amount		Additional Paid In Capital			Accumulated Deficit			Total Stockholders’ Deficit
Balance—January 7, 2022 (Inception)		—		$	—			—	$	—	$	—		$	—		$	—
Issuance of Class B common stock to Initial Stockholders		—			—			2,501,250		3		24,997			—			25,000
Net loss		—			—			—		—		—			(1,274	)		(1,274	)

Balance—March 31, 2022		—			—			2,501,250		3		24,997			(1,274	)		23,726
Net income		—			—			—		—		—			(110	)		(110	)

Balance—June 30, 2022		—			—			2,501,250		3		24,997			(1,384	)		23,616
Sale of 10,005,000 Units on August 8, 2022		10,005,000			10			—		—		100,049,990			—			100,050,000
Offering costs		—			—			—		—		(5,400,448	)		—			(5,400,448	)
Initial classification of Class A common stock subject to possible redemption		(10,005,000	)		(10	)		—		—		(100,107,538	)		(2,443,702	)		(102,551,250	)
Sale of 543,300 Private Placement Units		543,300			1			—		—		5,432,999			—			5,433,000
Issuance of 100,050 Representative Shares		100,050			—			—		—		—			—			—
Accretion for Class A common stock to redemption amount		—			—			—		—		—			(129,471	)		(129,471	)
Net loss		—			—			—		—		—			(90,035	)		(90,035	)

Balance—September 30, 2022		643,350		$	1			2,501,250	$	3	$	—		$	(2,664,592	)	$	(2,664,588	)

The accompanying notes are an integral part of the unaudited financial statements.

Table of Contents

MOBIV ACQUISITION CORP

STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended September 30, 2023			For the period from January 7, 2022 (inception) through September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(73,854	)	$	(91,419	)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividends on marketable securities held in Trust Account		(3,188,445	)		(310,188	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(20,000	)		(24,042	)
Short-term prepaid insurance		185,772			(278,664	)
Long-term prepaid insurance		23,226			(92,892	)
Accounts payable and accrued expenses		1,467,116			247,801
Income taxes payable		377,793			34,416

Net cash flows used in operating activities		(1,228,392	)		(514,988	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment of cash into Trust Account		(966,335	)		(102,551,250	)
Cash withdrawn from Trust Account to pay franchise and income taxes		911,833			—
Cash withdrawn from Trust Account in connection with redemption		45,849,102			—

Net cash flows provided by (used in) financing activities		45,794,600			(102,551,250	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of advances from related party		(2,955	)		—
Proceeds from issuance of Class B common stock to initial stockholders		—			25,000
Proceeds from sale of Units, net of underwriting discounts paid		—			98,549,250
Proceeds from sale of Private Placement Units		—			5,433,000
Amount due to related party		—			9,047
Proceeds from promissory note – related party		—			1,000
Repayment of promissory note – related party		—			(113,774	)
Proceeds from convertible promissory notes – related party		1,081,333			—
Payment of offering costs		—			(285,174	)
Redemption of common stock		(45,849,102	)		—

Net cash flows (used in) provided by financing activities		(44,770,724	)		103,618,349

NET (DECREASE) INCREASE IN CASH		(204,516	)		552,111

CASH, BEGINNING OF PERIOD		467,756			—

CASH, END OF PERIOD	$	263,240		$	552,111

Supplementary cash flow information:
Cash paid for income taxes	$	266,520		$	—

Non-cash investing and financing activities:
Excise tax accrued for common stock redemptions	$	1,047,717		$	—

Deferred offering costs included in promissory note – related party	$	—		$	112,774

Initial classification of Class A common stock subject to possible redemption	$	—		$	102,551,250

Accretion for Class A common stock to redemption amount	$	3,456,922		$	129,471

Impact of the partial waiver of deferred commission by the underwriters	$	2,501,750		$	—

Deferred underwriting fee payable	$	—		$	3,501,750

Redeemed stock payable to shareholders	$	58,922,549		$	—

The accompanying notes are an integral part of the unaudited financial statements.

Table of Contents

MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

Mobiv Acquisition Corp (the “Company”) is a blank check company incorporated in the State of Delaware on January 7, 2022. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar Business Combination with one or more businesses or entities (“Business Combination”). While the Company may pursue an initial Business Combination target in any business, industry or sector or geographical location, the Company intends to focus on businesses in the electric vehicles and urban mobility industries and expressly disclaims any intent to and will to pursue a Business Combination with any business located in China, Hong Kong, Macau, Taiwan, Russia or Iran.

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from January 7, 2022 (inception) through September 30, 2023 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company, and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

The Company’s sponsor is Mobiv Pte. Ltd., a Singapore private company (the “Sponsor”). The Registration Statement for the Company’s Initial Public Offering was declared effective on August 3, 2022. On August 8, 2022, the Company consummated its Initial Public Offering of 10,005,000 Units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,050,000 (the “Initial Public Offering”), and incurring offering costs of $5,400,448, of which $3,501,750 was for deferred underwriting commissions (see Note 6). The Company granted the underwriter

a 45-day option

to purchase up to an additional 1,305,000 Units at the Initial Public Offering price to cover over-allotments, if any. On August 5, 2022, the over-allotment option was exercised in full, and the closing occurred simultaneously with the Initial Public Offering on August 8, 2022.

Simultaneously with the consummation of the closing of the Initial Public Offering, the Company consummated the private placement of an aggregate of 543,300 Units (the “Placement Units”) to the Sponsor at a price of $10.00 per Placement Unit, generating total gross proceeds of $5,433,000 (the “Private Placement”) (see Note 4).

Following the closing of the Initial Public Offering on August 8, 2022, an amount of $102,551,250 ($10.25

per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the proceeds from the sale of the Placement Units was placed in a trust account (the “Trust Account”) and may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of180days or less or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to

15% or more of the Public Shares without the Company’s prior written consent.

The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.25 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The

per-share

amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of the Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

Table of Contents

MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Charter, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing an initial Business Combination which contain substantially the same financial and other information about an initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act.

The Sponsor has agreed to (i)

waive

its redemption rights with respect to its Class B common stock (the “founder shares”) and Public Shares in connection with the completion of the Company’s initial Business Combination including through the placement Units, (ii) waive its redemption rights with respect to its founder shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s Charter to (A) modify the substance or timing of the Company’s obligation to provide for the redemption of the Company’s Public Shares in connection with an initial Business Combination or to redeem

100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within nine months from the closing of this offering (or up to a total of 18

months at the election of the Sponsor, through up to nine

one-month

extensions provided that, pursuant to the terms of the Company’s Charter and the trust agreement to be entered into between Continental Stock Transfer & Trust Company and the Company, the Sponsor deposits into the Trust Account, an additional

$0.0333 per unit for each month extended totaling $333,166.50 per month since the underwriter exercised its full over-allotment option (yielding $2,607,390 assuming nine extensions or $2,998,498.50

assuming nine extensions, which the Sponsor is not obligated to do), or as extended by the Company’s stockholders in accordance with the Company’s Charter) or (B) with respect to any other material provisions relating to stockholders’ rights or

pre-initial

Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete an initial Business Combination within nine months from the closing of the Initial Public Offering, as may be extended under the terms of the Registration Statement, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame and (iv) vote any founder shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of its initial Business Combination. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension.

The Company will have until 9 months from the closing of the Initial Public Offering (or up to a total of 18 months from the closing of the Initial Public Offering at the election of the Company in nine separate

one-month

extensions subject to satisfaction of certain conditions, including the deposit of $333,166.50 ($0.0333 per unit) for each

one-month

extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with the Company’s Charter) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, if any (less up to

$100,000 of interest to pay taxes and if needed dissolution expenses), divided by the number of the then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

On April 24, 2023, the Company notified Continental Stock Transfer & Trust Company, the trustee of the Company’s trust account, that it was extending the time available to the Company to consummate its initial business combination from May 8, 2023, to July 8, 2023 (the “Extensions”). The Extensions are the first and second of up to nine

(9) one-month

extensions permitted under the Company’s governing documents. In connection with the Extensions, in May 2023 and June 2023, the Sponsor deposited an aggregate of $666,333 (the “Extension Payments”) into the Trust account, on behalf of the Company. These deposits were made in respect of

non-interest-bearing

loans to the Company (the “Loans”). If the Company completes an initial business combination, the outstanding principal amount of the Loans will be converted into shares of the Company’s Class A common stock. If the Company does not complete its initial business combination, the Company may only repay the Loans from funds held outside of the Trust Account.

Table of Contents

MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

On July 7, 2023, the Company held a special meeting of stockholders (the “Special Meeting”), where stockholders approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s 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. In connection with the Extension, the Company deposited $100,000 into the Trust Account.

On August 7, 2023, September 5, 2023, and October 5, 2023, the Company notified Continental that it was 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, the Company deposited an aggregate amount of $300,000 into the Trust Account.

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 balance sheets.

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Offering price per Unit.

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.25 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.25 per unit, due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy their indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Merger Agreement

On March 13, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with SRIVARU Holding Limited, a Cayman Islands exempted company (“SVH”), and Pegasus Merger Sub Inc., a Delaware corporation, and a direct, wholly owned subsidiary of SVH (“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 (the “Merger,”).

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 (“SVH Shares”) (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 (the “Stock Split”), 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.

Table of Contents

MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

(ii) Each public unit of the Company (each, a “Company Unit”), consisting of one (1) share of class A common stock, par value $0.000001 per share (each, a “Company Class A 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 (the “Warrant Agreement”) dated as of August 3, 2022, by and between the Company and Continental Stock Transfer & Trust Company (each, a “Company Public Warrant”), issued and outstanding immediately prior to the Effective Time shall be automatically detached (the “Unit Separation”) 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 of the Company (each a “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 (each, a “Company Private Warrant” and together with the Company Public Warrants, the “Company Warrants”), 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 (each, a “Founder Share” and together with the Company Class A Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one SVH Share (the “Per Share Consideration”), 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.

Earnout

Pursuant to the Merger Agreement, certain shareholders of SVH (the

“Pre-Closing

Company Shareholders”) and certain shareholders of SVM India (as defined below) (the “Other SVM India Stockholders” and together with the

Pre-Closing

Company Shareholders, the “Earnout Group”) are entitled to receive their Pro Rata Portion (as defined in the Merger Agreement) of up to 25,000,000 SVH Shares (the “Earnout Shares”).

Exchange Agreements.

At the Closing, certain shareholders of SRIVARU Motors Private Limited , a private limited company organized under the laws of India and a majority-owned subsidiary of SVH (“SVM India”) will enter into exchange agreements (the “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.

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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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Liquidity and Capital Resources

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 in cash from the Sponsor in exchange for issuance of founder shares (as defined in Note 5), and loan from the Sponsor of $113,774 under the Note (as defined in Note 5). The Company repaid the Note in full on August 11, 2022, after receipt of funds in the operating bank account from the Trust Account. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a 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, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2023, there were no amounts outstanding under any Working Capital Loan.

Going Concern Consideration

(“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 an initial 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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period presented.

The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report on

Form10-K

as filed with the SEC on February 21, 2023. The interim results for the three and nine months ended September 30, 2023 is not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of income and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $263,240 and $467,756 as of September 30, 2023 and December 31, 2022, respectively, and had no cash equivalents.

Marketable Securities Held in Trust Account

At September 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule

2a-7

promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligation. The Company’s marketable securities held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income earned on marketable securities held in Trust Account in the accompanying unaudited statements of operations. The estimated fair values of marketable securities held in Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

As discussed in Note 3, all of the 10,005,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than

$5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. At September 30, 2023 and December 31, 2022, there were 195,992 and 10,005,000 shares of Class A common stock subject to possible redemption outstanding (excluding the 543,300 private placement shares and 100,050 representative shares reported as part of permanent equity) and accretion of its carrying value to redemption value totaled to $3,456,922 and $6,172,845, respectively.

On July 7, 2023, the Company held a special meeting at which stockholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must consummate a business combination from July 8, 2023 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. . 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 for an aggregate amount of approximately $45,849,102. On August 7, 2023, September 5, 2023, and October 5, 2023, the Company notified Continental that it was 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

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.

These redemptions were not paid at September 30, 2023, and are reflected as a liability on the accompanying balance sheets.

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

At September 30, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:


Gross proceeds	$	100,050,000
Less:
Shares of class A common stock issuance costs		(5,400,448	)
Overfunding in Trust Account ($0.25/unit)		2,501,250
Plus:
Accretion of carrying value to redemption value		6,172,845

Shares of Class A common stock subject to possible redemption, December 31, 2022		103,323,647
Plus:
Accretion of carrying value to redemption value		811,919

Shares of Class A common stock subject to possible redemption, March 31, 2023		104,135,566
Plus:
Accretion of carrying value to redemption value		1,628,281

Shares of Class A common stock subject to possible redemption, June 30, 2023		105,763,847
Less:
Redemption of shares		(104,771,651	)
Plus:
Accretion of carrying value to redemption value		1,016,722

Shares of Class A common stock subject to possible redemption, September 30, 2023	$	2,008,918

Offering Costs

The Company complies with the requirements of the Financial Accounting Standards Board ASC

340-10-S99-1

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering”. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. These costs, together with the underwriter discount of $1,500,750, were charged to additional

paid-in

capital upon completion of the Public Offering.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

The Company’s effective tax rate was 67.88% and 61.88% for the three months ended September 30, 2023 and 2022, respectively, and (112.95%) and 60.38% for the nine months ended September 30, 2023 and for the period from January 7, 2022 (inception) through September 30, 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and for the period from January 7, 2022 (inception) through September 30, 2022, primarily due to business combination expenses and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The provision for income taxes for the three and nine months ended September 30, 2023 was $171,535 and $644,313, respectively.

Net Loss Per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Accretion associated with the redeemable shares of Class A common stock is excluded from loss per share as the redemption value approximates fair value.

The calculation of diluted loss per common stock does not consider the effect of the warrants issued with the (i) Initial Public Offering or (ii) Private Placement because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Such warrants are exercisable to purchase 10,548,300 shares of Class A common stock in the aggregate following a Business Combination.

The Company’s statement of operations includes a presentation of loss per share for Class A common stock (inclusive of shares subject to possible redemption, private placement shares, and representative shares) in a manner similar to the

two-class

method of loss per common stock. As of September 30, 2023, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock, and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except per share amounts):


	For the Three Months Ended September 30,
	2023						2022
	Class A			Class B			Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(308,513	)	$	(115,718	)	$	(63,957	)	$	(26,078	)
Denominator:
Basic and diluted weighted average shares outstanding		6,668,491			2,501,250			6,134,376			2,501,250
Basic and diluted net loss per share of common stock	$	(0.05	)	$	(0.05	)	$	(0.01	)	$	(0.01	)


	For the Nine Months Ended September 30,						For the Period from January 7, 2022 (Inception) through September 30,
	2023						2022
	Class A			Class B			Class A			Class B
Basic and diluted net loss per share of common stock
Numerator:
Allocation of net loss	$	(58,210	)	$	(15,644	)	$	(47,026	)	$	(44,393	)
Denominator:
Basic and diluted weighted average shares outstanding		9,307,152			2,501,250			2,121,664			2,002,881
Basic and diluted net loss per share of common stock	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. On September 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Table of Contents

MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Fair value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. ASU

2020-06

is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted as of inception of the Company.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Risks and Uncertainties

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 Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed 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 condensed 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.

Table of Contents

MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

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.

On July 10, 2023 and September 28, 2023, the Company’s stockholders redeemed 4,331,613 shares of Class A common stock and 5,477,395 shares of Class A common stock, respectively, for a total amount of $104,771,651. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023, and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2023, the Company recorded $1,047,717 of excise tax liability calculated as 1% of shares redeemed on July 10, 2023 and September 28, 2023.

NOTE 3. INITIAL PUBLIC OFFERING

On August 8, 2022, the Company consummated its Initial Public Offering of 10,005,000 Units (including the issuance of 1,305,000 Units as a result of the underwriter’s full exercise of its over-allotment option), at $10.00 per Unit, generating gross proceeds of $100,050,000.

Each Unit consists of one share of Class A common stock and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share.

As of September 30, 2023, the Company incurred offering costs of approximately $5,400,448, including $1,500,750 of underwriting fees paid in cash, $3,501,750 of deferred underwriting fees, and $397,948 of other offering costs.

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 543,300 Placement Units at a price of $10.00 per Placement Unit ($5,433,000 in the aggregate).

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 the Company does not consummate a Business Combination. With respect to the placement warrants (“Placement Warrants”), as described in Note 7, 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.

Representative Shares

In connection with the Initial Public Offering, the Company issued the Representative 100,050 shares upon full exercise of the Over-allotment Option (the “Representative Shares”). The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of an initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 9 months from the closing of the Initial Public Offering (or up to a total of 18 months at the election of the Company in up to nine

one-month

extensions subject to satisfaction of certain conditions, including the deposit of up to $333,166.50 as the underwriters’ over-allotment option was exercised in full ($0.0333 per unit )for each one month extension, into the Trust Account, or as extended by the Company’s stockholders in accordance with its Charter) to consummate a Business Combination.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a

lock-up

for a period of 180 days immediately following the date of the effectiveness of the Registration Statement of which the prospectus forms a part pursuant to Rule 5110(e)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the Offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement of which the prospectus forms a part or commencement of sales of the Public Offering, except to any underwriter and selected dealer participating in the Offering and their officers, partners, registered persons or affiliates, provided that all securities so transferred remain subject to the

lock-up

restriction above for the remainder of the time period.

Table of Contents

MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On April 22, 2022, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share. On July 1, 2022, the sponsor surrendered an aggregate of 373,750 founder shares for no consideration, which surrender was effective retroactively, resulting in 2,501,250 shares being outstanding. Such Class B common stock included an aggregate of up to 326,250 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Offering (assuming the initial stockholders do not purchase any Public Shares in the Offering and excluding the Placement Units and underlying securities). On May 1, 2022, the Sponsor transferred 5,000 shares to the Company’s Chief Financial Officer and 5,000 shares to each of the Company’s independent directors. Pursuant to a subscription agreement dated April 5, 2022 between Lloyd Bloom and the Sponsor, Lloyd Bloom, one of the independent directors, also subscribed 10,000 Class B Common Stock at $5.00 per share. As of December 31, 2022, the Sponsor owned 2,471,250 shares of Class B common stock. As the underwriters’ over-allotment option was exercised in full on August 5, 2022, 326,250 of such shares held by the Sponsor are no longer be subject to forfeiture.

The initial stockholders holding the founder shares have agreed not to transfer, assign or sell any shares of the Class B common stock (except to certain permitted transferees) until the earlier to occur of: (A) six months after the completion of an initial Business Combination or (B) subsequent to an initial Business Combination, (x) if the last sale price of Class A common stock equals or exceeds $12.00 per unit (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within

any 30-trading day

period commencing at least 150 days after an initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Arrangement

An affiliate of the Company’s has agreed, commencing from the date that the Company’s securities are first listed on Nasdaq, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to the affiliate of the Sponsor, of $10,000 per month, for up to nine months, subject to extension to 18 months, as provided in the Company’s Registration Statement, for such administrative services. For the three and nine months ended September 30, 2023, the Company incurred and paid $30,000 and $90,000 in such fees, respectively. For three months ended September 30, 2022 and for the period from January 7, 2022 (inception) through September 30, 2022, the Company incurred and paid $20,000 in such fees.

Promissory Note — Related Party

On April 22, 2022, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Offering. The note is

non-interest

bearing and payable on the earlier of the consummation of the Offering or December 31, 2022. The outstanding amount has been repaid after the completion of the offering out of the $431,000 of offering proceeds that has been allocated for the payment of offering expenses. As of the IPO closing date, the Company had borrowed $113,774 under the promissory note with the Sponsor. Subsequently, on August 11, 2022, the Company has repaid $113,774 under the promissory note with the Sponsor. As of September 30, 2023 and December 31, 2022, there were no outstanding under promissory note.

Convertible Promissory Notes – Related Party

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, the Company also 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.

On August 7, 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 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 Company also notified Continental that it was extending the time available to the Company to consummate its initial business combination from August 8, 2023, to September 8, 2023 (the “Extension”). 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 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 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

On October

, 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 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 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 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.

As of

September 30, 2023 and December 31, 2022, an aggregate $1,081,333 and $0 is outstanding under the promissory notes, respectively.

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

Amount Due to Related Party

The Sponsor transferred $5,433,279 to the Trust Account before the offering. The remaining excess proceeds over the private placement of $260 will be transferred to the Sponsor as the over-allotment has already been exercised in full. As of September 30, 2023 and December 31, 2022, there was $260 and $3,215 outstanding under amount due to related party, respectively.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes initial Business Combination, the Company will repay such loaned amounts. In the event that initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be converted into Units, at a price of $10.00 per unit at the option of the lender, upon consummation of an initial Business Combination. The Units would be identical to the placement Units. As of September 30, 2023 and December 31, 2022, there is no amount outstanding under such Working Capital Loans.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the founder shares and placement units (including securities contained therein) and the units (including securities contained therein) that may be issued upon conversion of working capital loans, and Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Offering, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Company’s Class A common stock). 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 its initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

Underwriting Agreement

The underwriters purchased the 1,305,000 of additional Units to cover over-allotments, less the underwriting discounts and commissions.

The underwriters were paid a cash underwriting discount of

one-point

five percent (1.50%) of the gross proceeds of the Offering, or $1,500,750 as the underwriters’ over-allotment is exercised in full at the date of the Initial Public Offering. The underwriters are also initially entitled to a deferred fee of three- point five percent (3.50%) of the gross proceeds of the Offering, or $3,501,750 as the underwriters’ over-allotment is exercised in full upon closing of the Business Combination. The deferred fee was to be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. In addition, the Company paid the representative of the underwriters, at closing of the Initial Public Offering, 1.00% of the of the Initial Public Offering shares in the Company’s Class A common stock or 100,050 Class A common stock as the underwriters’ over-allotment is exercised in full.

Right of First Refusal

For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton, a right of first refusal to act as sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole discretion, for any and all future private or public equity and debt offerings, including all equity linked financings, during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement of which this prospectus forms a part. The right of refusal shall also encompass the time period leading up to the closing of the initial Business Combination while the Company is still a special purpose acquisition company.

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

On January 27, 2023, the Company entered into that certain Amendment No. 1 (the “Amendment”) to the Underwriting Agreement, dated August 23, 2022 (the “Underwriting Agreement”) with EF Hutton. Pursuant to the terms of the amendment, EF Hutton and the Company have agreed to amend the Underwriting Agreement to replace EF Hutton’s existing right of first refusal under the Underwriting Agreement with a right of participation, for the period commencing on the date of the closing of a Business Combination until the six (6) month anniversary thereof, as an investment banker, joint book-runner, and/or placement agent for no less than thirty percent(30%) of the total economics for each and every domestic U.S. public and private equity and equity-linked offering of the Company.

On July 28, 2023, the Company 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. As a result, the Company recorded $2,501,750 to additional

paid-in

capital in relation to the reduction of the deferred underwriter fee in the accompanying financial statements.

Business Combination Agreement

On March 13, 2023, the Company 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.

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.

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

(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

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.

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock

—The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.000001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. As of September 30, 2023 and December 31, 2022, there were no preferred shares issued and outstanding.

Class

A Common Stock

—The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.000001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 643,350 shares of Class A common stock issued and outstanding, excluding the 195,992 and 10,005,000 shares of Class A common stock which are subject to possible redemption and were classified in temporary equity outside of stockholders’ deficit in the balance sheets, respectively.

On July 7, 2023, the Company 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 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.

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

On September 28, 2023, the Company 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.

Class

B Common Stock

—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.000001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. On April 22, 2022, the Company issued an aggregate of 2,875,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash, or approximately $0.009 per share. On July 1, 2022, the Sponsor surrendered an aggregate of 373,750 founder shares for no consideration, which surrender was effective retroactively, resulting in 2,501,250 shares being outstanding. Such Class B common stock included an aggregate of up to 326,250 shares that were subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part. The underwriters’ over-allotment option was exercised in full on August 5, 2022. The Sponsor will collectively own at least 20% of the Company’s issued and outstanding shares after the Offering, which amount would greater if the initial stockholders purchased Units in the Offering. On May 1, 2022, the Sponsor transferred 5,000 founder shares pursuant to executed securities assignment agreements to the Company’s Chief Financial Officer and each of the three independent directors at their original purchase price. Pursuant to a subscription agreement dated April 5, 2022 between Lloyd Bloom and the Sponsor, Lloyd Bloom, one of the independent directors, also subscribed 10,000 Class B Common Stock at $5.00 per share. As of September30, 2023, the Sponsor owned 2,471,250 shares of Class B common stock. Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination on a

one-for-one

basis. As of September 30, 2023 and December 31, 2022, there were 2,501,250 shares of Class B common stocks issued and outstanding.

Warrants

—Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A Common Stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A Common Stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A Common Stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of Warrants

. When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per Public Warrant;

•

upon a minimum of 30 days’ prior written notice of redemption, or

the 30-day redemption

period to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganization, recapitalizations and the like) for any 20 trading days

within a 30-trading day period

ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may 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.

NOTE 8. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and

non-financial

assets and liabilities that arere-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2023, assets held in the Trust Account were comprised of $61,120,249 in U.S. Treasury securities invested in a mutual fund. During the three and nine months ended September 30, 2023, the Company has withdrawn $911,833 of income earned from the Trust Account to pay certain tax obligations and $45,849,102 in connection with redemptions.

At December 31, 2022, assets held in the Trust Account were comprised of $103,726,404 in U.S. Treasury securities invested in a mutual fund. During the period from January 7, 2022 (inception) through December 31, 2022, the Company did not withdraw any dividend income from the Trust Account.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		September 30, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account – U.S. Treasury Securities Mutual Fund		1	$	61,120,249	$	103,726,404

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MOBIV ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(UNAUDITED)

NOTE 9. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred through the date the unaudited financial statements were available to be issued. Based upon this review, other than as stated below, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the condensed financial statements.

On October 5, 2023, the Company, 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 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 s 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.

Table of Contents

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form

10-Q

(the “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form10-Kfiled with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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.

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.

(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.

(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.

Earnout

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.

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 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.

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.

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.

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.

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.

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

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.

Item 6. Exhibits.

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

Incorporated by Reference

Exhibit

Description

Schedule/
Form

File Number

Exhibits

Filing Date

2.1

First Amendment to Agreement and Plan of Merger, dated August 4, 2023

8-K

001-41464

2.1

August 4, 2023

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Mobiv Acquisition Corp.

8-K

001-41464

3.1

July 7, 2023

10.1

Amendment to the Investment Management Trust Agreement

8-K

001-41464

10.1

July 7, 2023

10.2

Satisfaction and Discharge of Indebtedness, dated July 28, 2023

8-K

001-41464

10.1

August 3, 2023

31.1*

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS*

Inline XBRL Instance Document

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

**	Furnished.

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.


	MOBIV ACQUISITION CORP

Date: November 14, 2023	By:	/s/ Peter Bilitsch
	Name:	Peter Bilitsch
	Title:	Chief Executive Officer and Director
		(Principal Executive Officer)

Date: November 14, 2023	By:	/s/ Weng Kiat (Adron) Leow
	Name:	Weng Kiat (Adron) Leow
	Title:	Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

Mobiv Acquisition Corp 10-Q