Nemi to go public via $400M SPAC merger with BHAV Acquisition Corp II
Nemi Corp., a physical AI and manufacturing-as-a-service company, agreed on November 5, 2026 to combine with BHAV Acquisition Corp II (Nasdaq: BHAV) in an all-stock deal that values Nemi at $400 million before new money. Nemi will issue 40 million shares at $10 each, a figure that covers its existing equity, outstanding equity awards and shares issued in a pre-closing financing. The agreement includes no earnout. Nemi would become the listed parent, with its Class A stock expected to trade on Nasdaq as NEMI.
The cash plan relies on a $50 million private investment in public equity (PIPE) at $10 per share, which is a financing goal rather than money already raised. Added to BHAV's $100 million trust account, a fully subscribed PIPE with no public redemptions would bring about $142.5 million at closing after expenses. Proceeds would fund factory capacity, purchases of manufacturers that already serve Nemi's markets, development of its Large Manufacturing Model, Phase 2 robotics and working capital. No acquisition agreements had been signed at announcement.
Nemi runs more than 300,000 square feet of factory space in India and sells that capacity as manufacturing-as-a-service, alongside an electric-vehicle business. Its manufacturing-as-a-service revenue grew 38% in fiscal 2025, with a 32.5% gross margin. Closing is expected in the first quarter of 2027, subject to shareholder and regulatory approvals.
Why it matters
For founders, the deal shows that public markets remain open to physical AI manufacturers that go public through a SPAC. Nemi pairs AI software with its own production lines, so its valuation rests on factory throughput, customer volume and data generated on the shop floor rather than on a proprietary foundation model. Operators selling into manufacturing should note how much of the story depends on capacity and acquisitions that are not yet funded.
For investors, the conditions matter more than the headline. The roughly $20 million operating ARR figure expected at closing, and the path toward about $120 million, depend on financing, expansion and deals that are not committed. Redemptions by BHAV shareholders could sharply reduce cash, and a going concern warning at subsidiary BNC Motors adds diligence work. Builders and funders should read the closing conditions and milestone terms closely.
Key points
- 1Nemi will issue 40 million shares at $10 each, implying a $400 million pre-money equity value.
- 2The deal is all-stock with no earnout, and Nemi expects to trade on Nasdaq under NEMI.
- 3Estimated closing cash is about $142.5 million, assuming a fully subscribed $50 million PIPE and no redemptions.
- 4Manufacturing-as-a-service revenue grew 38% in fiscal 2025, with a 32.5% gross margin.
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