(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and after all conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

The accompanying proxy statement/prospectus is dated [●], 2023, and is expected to be first mailed or otherwise delivered to MOBV stockholders on or about , 2023.

You are cordially invited to attend a special meeting of the stockholders of Mobiv Acquisition Corp, a Delaware corporation, or “MOBV,” “we,” “our” or “us,” which will be held on , 2023 at 10:00 a.m., Eastern Time, at https:// and at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas 77002, or the “MOBV Special Meeting.” In light of ongoing developments and after careful consideration, MOBV has determined that the MOBV Special Meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate stockholder attendance and participation while safeguarding the health and safety of MOBV’s stockholders, directors and management team. For the purposes of Delaware law and the amended and restated certificate of incorporation of MOBV, the physical location of the meeting shall be at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas 77002. The accompanying proxy statement/prospectus includes instructions on how to access the MOBV Special Meeting virtually, and how to listen and vote from home or any remote location with Internet connectivity.

We are a blank check company incorporated in the State of Delaware on January 7, 2022. We were 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 initial business combination with one or more businesses or entities, a Business Combination. Holders of MOBV’s common stock will be asked to approve, among other things, the Business Combination Agreement (as defined below), and the other related proposals.

On March 13, 2023, SRIVARU Holding Limited, a Cayman Islands exempted company, or “SVH,” MOBV, and Pegasus Merger Sub Inc., a Delaware corporation, or “Merger Sub,” entered into an Agreement and Plan of Merger, or, as amended from time to time, the “Business Combination Agreement,” pursuant to which several transactions will occur, and in connection therewith, SVH will be the ultimate parent company of SRIVARU MOTORS PRIVATE LIMITED, a company with limited liability incorporated under the laws of India, or “SVM,” and MOBV, or the “Business Combination.”

At the MOBV Special Meeting, MOBV stockholders will be asked to consider and vote upon the following proposals:

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each stockholder is encouraged to read carefully.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things:

The MOBV Shares, MOBV Warrants and MOBV Units are currently listed on the Nasdaq Global Market, or “Nasdaq,” under the symbols “MOBV,” “MOBVW” and “MOBVU,” respectively. Upon the closing of the Business Combination, the MOBV securities will be delisted from Nasdaq. SVH intends to apply to list the SVH Shares and SVH Warrants on Nasdaq under the symbols “SVMH” and “SVMHW”, respectively, upon the closing of the Business Combination. SVH cannot assure you that the SVH Shares or SVH Warrants will be approved for listing on Nasdaq.

Investing in SVH’s securities involves a high degree of risk. See “Risk Factors” beginning on page 36 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in SVH’s securities.

With respect to MOBV and the holders of the MOBV Shares and MOBV Warrants, the accompanying proxy statement/prospectus serves as a:

MOBV is providing the accompanying proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the MOBV Special Meeting and at any adjournments or postponements thereof. Information about the MOBV Special Meeting, the Business Combination and other related business to be considered by the MOBV stockholders at the MOBV Special Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the MOBV Special Meeting, all MOBV stockholders are urged to read carefully the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of SVH, MOBV and SVM carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 36 of the accompanying proxy statement/prospectus.

After careful consideration, the MOBV Board has approved the Business Combination Agreement and the Business Combination and recommends that MOBV stockholders vote “FOR” the adoption of the Business Combination Agreement and the approval of the Business Combination, and “FOR” the adjournment proposal if presented to MOBV stockholders in the accompanying proxy statement/prospectus. When you consider the MOBV Board’s recommendation of these proposals, you should keep in mind that certain MOBV directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. Please see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

Approval of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding MOBV Shares present and entitled to vote on those respective proposals at the MOBV Special Meeting.

Your vote is very important. Whether or not you plan to attend the MOBV Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the MOBV Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the MOBV Special Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the MOBV Special Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the MOBV Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the MOBV Special Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the MOBV Special Meeting. If you are a stockholder of record and you attend the MOBV Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT MOBV REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE MOBV TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE MOBV SPECIAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE MOBV TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE MOBV TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the MOBV Board, I would like to thank you for your support and look forward to a successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●], 2023, and is first being mailed to MOBV stockholders on or about [●], 2023.

This proxy statement/prospectus incorporates important business and financial information about MOBV that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by MOBV with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

If you would like to request documents, please do so no later than [●], 2023, to receive them before the MOBV Special Meeting. To ensure timely delivery, investors must request this information no later than five business days before the date investors must make their investment decision, which is [●], 2023. Please be sure to include your complete name and address in your request. Please see “Where You Can Find Additional Information” to find out where you can find more information about MOBV. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination.

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by MOBV, SVH or SVM. The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of MOBV, SVH or SVM since the date of the accompanying proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

NOTICE IS HEREBY GIVEN that the special meeting of the stockholders of Mobiv Acquisition Corp, a Delaware Corporation, or “MOBV,” will be held on , 2023 at 10:00 a.m., Eastern Time, at https://[●] and at the offices of Winston & Strawn LLP located at 800 Capitol Street, Suite 2400, Houston, Texas 77002, or the “MOBV Special Meeting.” MOBV has determined that the MOBV Special Meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate stockholder attendance and participation. For the purposes of Delaware law and the amended and restated certificate of incorporation of MOBV, the physical location of the meeting shall be at Winston & Strawn LLP at 800 Capitol Street, Suite 2400, Houston, Texas 77002. At the MOBV Special Meeting, MOBV stockholders will be asked to consider and vote upon the following proposals:

The record date for the MOBV Special Meeting is , 2023, or the “Record Date”.

The above matters are more fully described in the accompanying proxy statement/prospectus. You are urged to read carefully the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of MOBV, SVH and SVM.

Pursuant to MOBV’s amended and restated certificate of incorporation, MOBV is providing its public stockholders with the opportunity to redeem all or a portion of their MOBV Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the MOBV Special Meeting, including interest, less taxes payable, less $5,000,0001, divided by the number of then outstanding shares of MOBV Shares that were sold as part of MOBV Units in MOBV’s initial public offering, or “IPO,” subject to the limitations described herein. MOBV estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10 at the time of the MOBV Special Meeting. MOBV’s public stockholders may elect to redeem their shares even if they vote for the Merger or do not vote at all. MOBV has no specified maximum redemption threshold under MOBV’s amended and restated certificate of incorporation.

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

This document, which forms part of a registration statement on Form F-4 filed with the Securities and Exchange Commission, or the “SEC,” by SRIVARU Holding Limited, a Cayman Islands exempted company, or “SVH,” constitutes a prospectus of SVH under Section 5 of the Securities Act of 1933, as amended, or the “Securities Act,” with respect to the SVH Shares and SVH Warrants to be issued to MOBV stockholders if the Business Combination described herein is consummated. This document also constitutes a notice of special meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to the special meeting of the stockholders of MOBV, or the “MOBV Special Meeting,” at which MOBV stockholders will be asked to consider and vote upon proposals to approve the Business Combination Proposal, among other matters.

Unless otherwise indicated, references to a particular “fiscal year” are to SVM’s fiscal year ended March 31 of that year. SVM’s fiscal quarters end on June 30, September 30, and December 31. SVH’s fiscal year ends on March 31 each year and its fiscal quarters are on June 30, September 30, and December 31.

References to a year other than a “Fiscal”, “FY” or “fiscal year” are to the calendar year ended December 31. References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. References to “Indian Rupee,” “INR” and “Rs.” in this proxy statement/prospectus are to the Indian Rupee, the legal currency of the Republic of India. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100%. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

The information on taxation contained in this proxy statement/prospectus is a summary of certain tax considerations but is not intended to be a complete discussion of all tax considerations. The contents of this proxy statement/prospectus are not to be construed as investment, legal, or tax advice. Investors should consult their own counsel, accountant or investment advisor as to legal, tax, and related matters concerning their investment.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning MOBV, free of charge, by written request to Mobiv Acquisition Corp, 850 Library Avenue, Suite 204, Newark, DE 19711, United States.

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

In order for MOBV stockholders to receive timely delivery of the documents in advance of the MOBV Special Meeting, you must request the information no later than [●], 2023, or five business days prior to the date of the MOBV Special Meeting.

The historical unaudited financial statements as of March 31, 2023, and for the three month period ended March 31, 2023, and for the period from January 7, 2022 (inception) through March 31, 2022, and the historical audited financial statements as of December 31, 2022 and for the period from January 7, 2022 (inception) through December 31, 2022, of MOBV included in this proxy statement/prospectus were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

SVH was incorporated on June 16, 2021, as a holding company of SVM. SVH’s consolidated financial statements as of and for the years ended March 31, 2023 and 2022, included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

The Business Combination is made up of the series of transactions outlined within the Business Combination Agreement as described elsewhere within this proxy statement/prospectus. The transactions will be accounted for as an asset purchase and acquisition accounting does not apply. Consequently, there will be no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. MOBV will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the transactions will be treated as the equivalent of SVH issuing shares for the net assets of MOBV at fair value.

Following the Business Combination, SVH will qualify as a “foreign private issuer,” as defined in the Exchange Act, and will prepare its financial statements in accordance with U.S. GAAP denominated in U.S. Dollars. Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information that will be presented in this proxy statement/prospectus will be prepared in accordance with Article 11 of Regulation S-X and denominated in U.S. Dollars.

SVH refers in various places in this proxy statement/prospectus to non-U.S. GAAP financial measures, including EBITDA and EBITDA margin, which are more fully explained in “Selected Historical Financial Information—Other Financial Data”. The presentation of the non-U.S. GAAP information is not meant to be considered in isolation or as a substitute for SVH’s audited financial results prepared in accordance with U.S. GAAP.

SVH reports its financial results in U.S. Dollars, but its functional currency is Indian Rupees. Solely for the convenience of the reader, this proxy statement/prospectus contains translations of certain Indian Rupee amounts into U.S. Dollars at specified rates. Except as otherwise stated in this proxy statement/prospectus, all translations from Indian Rupees to U.S. Dollars are based on the rates of Rs. [●] per $1.00 being the closing exchange rate published by the Reserve Bank of India as of [●], 2023. No representation is made that the Indian Rupee amounts referred to in this proxy statement/prospectus could have been or could be converted into U.S. Dollars at such rates or any other rates.

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning SVH’s industry and the regions in which it operates, including SVH’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources. SVH has not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which SVH believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While SVH believes that the market data, industry forecasts and similar information included in this proxy statement/prospectus are generally reliable, such information is inherently imprecise. Forecasts and other forward-looking information obtained from third parties are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. In addition, assumptions and estimates of SVH’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “SVH Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

SVH and its respective subsidiaries (including SVM) own or have rights to trademarks and trade names that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks. All other trademarks, trade names or service marks appearing in this proxy statement/prospectus are, to SVH’s knowledge, the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ™ or ^® symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. SVH does not intend its use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of SVH by, any other entities.

“Adjournment Proposal” means the proposal by the MOBV Board to adjourn the MOBV Special Meeting to a later date or dates, as specified under the section titled “The Adjournment Proposal.”

“Amended and Restated Warrant Agreement” means the amended and restated warrant agreement to be entered into by and between SVH and Continental in connection with Closing.

“Approved Stock Exchange” means the Nasdaq Stock Market or other national trading market.

“Business Combination” means the Merger and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 13, 2023, as it may be amended from time to time, by and among MOBV, SVH, and Merger Sub.

“Business Combination Proposal” means the proposal by the MOBV Board to be considered and voted upon by the MOBV Stockholders to approve and adopt the Business Combination Agreement and the transactions contemplated therein, as specified under the section titled “The Business Combination Proposal.”

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York (New York), Cayman Islands, Delhi (India) and Gurugram (India) are authorized or required by law to remain closed.

“Cayman Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Closing” means the consummation of the Transactions contemplated by the Business Combination Agreement.

“Closing Date” means the date of closing of the Transactions as contemplated by the Business Combination Agreement.

“Companies Act” or “Companies Act 2013” is an act of the parliament of India which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a company, and includes all amendments thereafter.

“Company” or “SVH” means SRIVARU Holding Limited, a Cayman Islands exempted company., unless the context suggests otherwise.

“Date of Adoption” has the meaning specified under the section titled “Description of SVH Securities.”

“Default PFIC Regime” has the meaning specified under the section titled “Material Tax Considerations—Material United States Federal Income Tax Considerations—U.S. Federal Income Tax Consequences of the Ownership and Disposition of SVH Securities to U.S. Holders—Passive Foreign Investment Company Rules—Application of PFIC Rules to SVH Securities.”

“Distributions” has the meaning specified under the section titled “Description of SVH Securities.”

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Founder shares” means the Class B common stock of MOBV, par value $0.000001 per share.

“Initial Public Offering” means the initial public offering of MOBV, which closed on August 8, 2022.

“Interim Period” means the period between the date of the Business Combination Agreement and the earlier of (i) the Closing Date and (ii) termination of the Business Combination Agreement.

“Material Adverse Effect” has the meaning specified under the section titled “Material Adverse Effect—The Business Combination Agreement—The Business Combination Proposal.”

“Merger” means the merger pursuant to the terms of the Business Combination Agreement whereby Merger Sub will merge with and into MOBV, with MOBV surviving the Merger as a wholly owned subsidiary of SVH.

“MOBV Public Shares” means the Class A common stock of MOBV, par value $0.000001 per share.

“MOBV Public Warrant” means a warrant entitling the holder to purchase one share of common stock at an exercise price of $11.50 per share.

“MOBV Securities” means, collectively, the MOBV Shares and the MOBV Warrants.

“MOBV Shares” means the shares of Class A common stock, par value $0.000001 per share, and Class B common stock, par value $0.000001 per share, of MOBV, together.

“MOBV Special Meeting” means the special meeting of stockholders of MOBV to be held for the purpose of approving the proposals set out in this proxy statement/prospectus.

“MOBV Stockholder Approval” means (i) with respect to the Business Combination Proposal and the Adjournment Proposal, the affirmative vote of holders of a majority of the outstanding shares of MOBV common stock present and entitled to vote on those respective proposals at the MOBV Special Meeting, and (ii) with respect to any other proposals proposed to the stockholders of MOBV, the requisite approval required under the organizational documents of MOBV, the DGCL or other applicable law.

“MOBV Units” means the units issued by MOBV, each consisting of one MOBV Public Share and one MOBV Public Warrant.

“MOBV Warrants” means, collectively, the MOBV Public Warrants and Private Warrants.

“Petition” has the meaning assigned to it in each separate instance in the section titled “SVM’s Business—Legal Proceedings.”

“Placement Unit” means a unit consisting of one Private Share and one Private Warrant, which was sold in the Private Placement.

“Private Placement” means the private placement of an aggregate of 543,300 Units, which were sold by MOBV to the Sponsor, that was consummated simultaneously with the closing of the Initial Public Offering.

“Private Share” means a share of Class A common stock of MOBV, par value $0.000001 per share which was sold as a component piece of a Placement Unit.

“Private Unit” means a Unit consisting of one Private Share and one Private Warrant, which may be issued upon conversion of any outstanding balance of the Working Capital Loans (defined below) and per the Sponsor Letter Agreement (defined below).

“Private Warrant” means a warrant entitling the holder to purchase one MOBV Public Share at a price of $11.50 per full share.

“Redemption Price” means a per-share redemption price payable in cash equal to the aggregate amount then on deposit in the Trust Account divided by the total number of then issued and outstanding MOBV Shares, calculated as of two business days prior to the consummation of the Business Combination in accordance with the MOBV’s amended and restated certificate of incorporation.

“Registration Rights Agreement” means the registration rights agreement contemplated by the Business Combination Agreement, and entered into by SVH, certain SVH shareholders, and the Sponsor dated as of March 13, 2023, to be effective upon the Closing.

“Related Agreements” means certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, as specified in the section titled “Related Agreements—The Business Combination Proposal.”

“Subsidiary” means, with respect to any person, any corporation or other organization (including a limited liability company or a partnership), whether incorporated or unincorporated, of which such person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization or any organization of which such person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.

“SVH” or the “Company” means SRIVARU Holding Limited, a Cayman Islands exempted company.

“SVH A&R Articles” means the amended and restated memorandum and articles of association of SVH to be adopted prior to, and effective as of, the Closing.

“SVH Shares” means the ordinary shares of SVH, having the conditions and rights set out in the SVH A&R Articles.

“SVH Securities” means, collectively, the SVH Shares and the SVH Warrants.

“SVH Warrants” means the MOBV Warrants assumed by SVH as part of the business combination, which will be exercisable solely for SVH Shares effective upon Closing.

“SVM” means SRIVARU Motors Private Limited, a company incorporated under the laws of India and a majority-owned subsidiary of SVH.

“SVM Distributions” has the meaning specified under the section titled “Description of SVH Securities”.

“Transactions” means the series of transactions contemplated by the Business Combination Agreement, including the Merger.

“Trust Account” means the U.S.-based trust account maintained by the Trustee pursuant to the Investment Management Trust Agreement, dated August 3, 2022, by and between MOBV and the Trustee.

“U.S. GAAP” means accounting principles generally accepted in the United States, consistently applied.

“U.S. Holder” has the meaning specified under the section entitled “Material Tax Considerations–Material U.S. Federal Income Tax Considerations.”

“Warrant Agreement” means that certain Warrant Agreement, dated as of August 3, 2022, between MOBV and Continental as warrant agent.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE MOBV SPECIAL MEETING

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be submitted for a vote at the MOBV Special Meeting, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus, which is incorporated herein by reference. The Business Combination Agreement is the legal document that governs the Transactions that will be undertaken. It is also described in detail in this proxy statement/prospectus in the section titled “The Business Combination Proposal—The Business Combination Agreement.”

Parties to the Business Combination

MOBV, SVH, and Merger Sub are the parties to the Business Combination Agreement.

MOBV

MOBV is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. MOBV was incorporated as a Delaware corporation on January 7, 2022.

MOBV’s principal executive office is located at 850 Library Avenue, Suite 204, Newark, DE 19711, and its telephone number is (302) 738-6680. After the consummation of the Business Combination, MOBV will become a wholly-owned subsidiary of SVH.

SVH

SVH is considered a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. SVH was incorporated in the Cayman Islands on June 16, 2021, solely to serve as the holding company for 94.02% of the outstanding equity of SVM. SVH is a holding company with no current operations of its own.

As of the consummation of the Business Combination, the number of directors of SVH will be increased to up to seven members, four of whom shall be considered independent under Nasdaq requirements, as follows: (i) up to six directors will be designated prior to or promptly following the Closing by SVH, acting in its sole discretion, and (ii) one director will be designated prior to Closing by MOBV, acting in its sole discretion.

SVH’s registered address is 2nd Floor, Regatta Office Park, West Bay Road, PO BOX 10655, Grand Cayman KY1-1006, Cayman Islands., and its telephone number is +1 (888) 227-8066. After the consummation of the Transactions, SVH will become the continuing public company. See the sections entitled “SVH’s Business,” “SVH Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Management after the Business Combination.”

Merger Sub

Merger Sub is a wholly-owned subsidiary of SVH formed solely for the purpose of effectuating the Merger described herein. Merger Sub was incorporated as a Delaware corporation on October 20, 2022. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s registered address is C/O Capitol Services, Inc., 108 Lakeland Ave., Dover DE 19901, and its telephone number is (800) 316-6660. After the consummation of the Transactions, Merger Sub will cease to exist.

The Business Combination Proposal

On March 13, 2023, MOBV, SVH, and Merger Sub entered into the Business Combination Agreement, pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into MOBV, with MOBV surviving the Merger as a wholly owned subsidiary of SVH. See “The Business Combination Proposal—The Business Combination Agreement.”

The Merger

As a result of the Merger, at the Merger Effective Time (i) all the assets and liabilities of MOBV and Merger Sub shall vest in and become the assets and liabilities of MOBV as the surviving company, and MOBV shall thereafter exist as a wholly owned subsidiary of SVH, (ii) each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and shall cease to exist, (iii) the board of directors and executive officers of Merger Sub shall resign, and the board of directors and executive officers of SVH will be the board of directors and executive officers of MOBV, and (iv) each issued and outstanding MOBV Security immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of certain SVH Shares.

Additionally, at the Closing certain shareholders of SVM will enter into exchange agreement with SVH, pursuant to which, among other things, such shareholders of SVM will have a right to transfer one or more of the shares owned by them in SVM 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.

Subject to the terms and conditions of the Business Combination Agreement, in consideration for the Merger:

Treatment of Securities

Stock Split. At the Merger Effective Time (as defined in the Business Combination Agreement), immediately prior to the Unit Separation (as defined below), SVH shall effect a 0.7806 share sub-division of all of the 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 Business Combination Agreement) of SVH (the “Stock Split”), such that the number of outstanding SVH Shares immediately prior to the Effective Time (excluding the Earn Out Shares (as defined below) 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 SVH, 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.

Units. At the Merger Effective Time, by virtue of the Merger and without any action on the party of any party or the holders of securities of MOBV, SVH or Merger Sub, each MOBV Unit, consisting of one (1) MOBV Public Share, and one (1) MOBV 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) MOBV Public Share and one (1) MOBV Public Warrant.

Placement Units. At the Merger Effective Time, by virtue of the Merger and without any action on the party of any party or the holders of securities of MOBV, SVH or Merger Sub, each Placement Unit, consisting of one (1) MOBV Public Share, and one (1) Private Warrant, issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) MOBV Public Share and one (1) Private Warrant.

Founder Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the party of any party or the holders of securities of MOBV, SVH or Merger Sub, each founder share issued and outstanding immediately prior to the Merger 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.

MOBV Public Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the party of any party or the holders of securities of MOBV, SVH or Merger Sub, each issued and outstanding MOBV Public Share issued and outstanding immediately prior to the Merger Effective Time shall be exchanged automatically for Per Share Consideration, following which all MOBV Public Shares shall automatically be canceled and shall cease to exist by virtue of the Merger.

MOBV Warrants. At the Merger Effective Time, by virtue of the Merger and without any action on the party of any party or the holders of securities of MOBV, SVH or Merger Sub, all rights with respect to MOBV Public Shares underlying the MOBV Warrants shall be converted into rights with respect to SVH Shares and thereupon assumed by SVH. Accordingly, from and after the Merger Effective Time: (i) each MOBV Warrant assumed by SVH may be exercised solely for SVH Shares; (ii) the number of SVH Shares subject to each MOBV Warrant assumed by SVH shall be equal to the number of MOBV Shares that were subject to such MOBV 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 MOBV Warrant assumed by SVH shall be US$11.50; and (iv) any restriction on the exercise of any MOBV Warrant assumed by SVH shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such MOBV Warrant shall otherwise remain unchanged.

Excluded Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the party of any party or the holders of securities of MOBV, SVH or Merger Sub, each MOBV Public Share held in the treasury of MOBV or for which a public shareholder of MOBV has demanded that MOBV redeem such MOBV Public Share will be surrendered and cancelled and will cease to exist and no consideration will be delivered or deliverable in exchange therefor.

Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the party of any party or the holders of securities of MOBV, each share of capital stock of Merger Sub issued and outstanding immediately prior to the Merger 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, which shall constitute the only outstanding share of capital stock of the Surviving Company.

Earnout

Pursuant to the Business Combination Agreement, certain shareholders of SVH (the “Pre-Closing Company Shareholders”) are entitled to receive their Pro Rata Portion of up to 25,000,000 SVH Shares (the “Earn Out Shares”), as follows:

	(i)	Each of the Pre-Closing Company Shareholders will receive their Pro Rata Portion of 1,450,000 Earn Out Shares (the “2024 Earn Out”) to be released from the Earn Out Escrow Account within ten (10) Business Days (as defined in the Business Combination Agreement) following the filing with the SEC by SVH of an Annual Report on Form 20-F for the fiscal year ended March 31, 2024 which reflects Vehicle Sales Revenue of SVH for the fiscal year 2024 of $39,000,000 or more;

	(ii)	Each of the Pre-Closing Company Shareholders will receive their Pro Rata Portion of 4,125,000 Earn Out Shares (the “2025 Earn Out”) to be released from the Earn Out Escrow Account within ten (10) Business Days following the filing with the SEC by SVH of an Annual Report on Form 20-F for the fiscal year ended March 31, 2025 which reflects Vehicle Sales Revenue of SVH for the fiscal year 2025 of $117,000,000 or more; and

	(iii)	Each of the Pre-Closing Company Shareholders will receive their Pro Rata Portion of 19,425,000 Earn Out Shares (the “2026 Earn Out”) to be released from the Earn Out Escrow Account within ten (10) Business Days (such date, the “2026 Earn Out Release Date”) following the filing with the SEC by SVH of an Annual Report on Form 20-F for the fiscal year ended March 31, 2026 which reflects Vehicle Sales Revenue of SVH for the fiscal year 2026 of $553,000,000 or more;

	(iv)	If either or both of the 2024 Earn Out and the 2025 Earn Out are not earned, each of the Pre-Closing Company Shareholders will receive their Pro Rata Portion of the amount of the 2024 Earn Out and the 2025 Earn Out not so earned to be released from the Earn Out Escrow Account on the 2026 Earn Out Release Date if the aggregate total Vehicle Sales Revenue for the fiscal years ended March 31, 2024, 2025 and 2026 is $712,100,000 or more; and

	(v)	In the event that any of the Vehicle Sales Revenue triggers set forth above are not met on the applicable Earnout Release Date, but Vehicle Sales Revenue is at least 50% of the stated trigger, then the Company Board shall have discretion to waive the applicable Vehicle Sales Revenue trigger and release all or any portion of the applicable Earn Out Shares available to be released as of such Earnout Release Date.

Closing

The Closing will take place virtually on (i) the third (3rd) Business Day after all the conditions to Closing set forth in Article VI of the Business Combination Agreement have been satisfied or waived (other than the conditions that by their terms are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions) or (ii) such other date, time or place as MOBV and SVH may agree in writing.

For more information on the Merger and the Business Combination Proposal, see the sections titled “The Business Combination Proposal—General Description of the Transactions—The Merger.”

Conditions to Closing

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.”

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated and the transactions contemplated therein may be abandoned under certain customary and limited circumstances at any time prior to Closing: (i) by written consent of MOBV and SVH, (ii) by MOBV, if any of the representations or warranties set forth in Article III of the Business Combination Agreement is not true and correct or if either SVH or Merger Sub has failed to perform any covenant or agreement on their part set forth in the Business Combination Agreement, (iii) by SVH, if any of the representations and warranties set forth in Article IV are not true and correct or if MOBV has failed to perform any covenant or agreement on its part set forth in the Business Combination Agreement; (iv) by either MOBV or SVH, if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to December 31, 2023; (v) by either MOBV or SVH, if any governmental entity having competent jurisdiction shall have issued an order, promulgated a law or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and non-appealable or such law remains in effect; (vi) by either MOBV or SVH if at the MOBV Special Meeting the Business Combination Proposal is not obtained/approved; (vii) by either MOBV or SHV if the SHV shareholder approval is not obtained; and (viii) by SVH if, prior to obtaining the MOBV shareholder approval, the MOBV Board (a) makes a change in recommendation or (b) fails to include the Board recommendation in the proxy statement/prospectus distributed to MOBV shareholders. See the section titled “The Business Combination Proposal—The Business Combination Agreement—Termination.”

The SVH Board Structure

During the initial post-Closing period, the board of directors of SVH shall be composed of up to seven members, four of whom shall be considered independent under Nasdaq requirements, as follows: (i) up to six directors will be designated prior to or promptly following the Closing by SVH, acting in its sole discretion, and (ii) one director will be designated prior to Closing by the Sponsor, acting in its sole discretion. See “Management of SVH Following the Business Combination.”

Organizational Structure

See the section titled “The Business Combination Proposal—Organizational Structure” for an illustration of the ownership structure of SVH and MOBV immediately prior to the consummation of the Business Combination and the ownership structure of SVH immediately following the consummation of the Business Combination.

Related Agreements

Registration Rights Agreement

In connection with the Transactions, SVH, certain shareholders of SVH, and the Sponsor have entered into the Registration Rights Agreement, which will become effective upon the Closing. Pursuant to the Registration Rights Agreement, the SVH shareholders will be entitled to certain registration rights in respect of the resale, pursuant to Rule 415 under the Securities Act, of SVH’s securities. See the section entitled “Certain Relationships and Related Person Transactions—SVH related party transactions—Registration Rights Agreement” for further detail.

Marshall & Stevens Fairness Opinion

MOBV has received a fairness opinion issued by Marshall & Stevens that, as of the date of such opinion, subject to and based on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in the opinion, the consideration to be paid by MOBV to SVH Shareholders in the business combination pursuant to the Business Combination Agreement was fair, from a financial point of view, to MOBV. See the section titled “The Business Combination Proposal—Summary of Marshall & Stevens Fairness Opinion” for further detail.

Description of SVH Securities and Rights of Shareholders

MOBV Shareholders will become SVH Shareholders as a result of the Merger. Please see the sections titled “Description of SVH Securities” and “Comparison of Shareholders’ Rights” for further detail.

MOBV Board of Directors’ Reasons for the Approval of the Business Combination

MOBV was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. The MOBV Board sought to do this by utilizing its networks and industry experience to identify, acquire and operate one or more businesses. In considering the Business Combination, the MOBV Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to approve the entry into the Business Combination Agreement and the Transactions contemplated thereby, including but not limited to, the following material factors:

	●	SVM’s potential for a large and fast-growing market;

	●	SVM’s market is transitioning into E2W vehicles which presents potential for significant growth;

	●	SVM’s market position and committed growth;

	●	SVM’s efficient business model and pioneering mobility solutions;

	●	SVM’s experienced management team;

	●	The attractive valuation and financial analysis of the Business Combination;

	●	The Business Combination being the best available opportunity;

	●	The results of the due diligence review;

	●	The terms of the Business Combination Agreement; and

	●	The role of SVH’s independent directors.

The MOBV Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including the following:

	●	The potential inability to complete the Business Combination;

	●	The potential risks associated with SVM’s business;

	●	The limitations of the due diligence review;

	●	The possibility of litigation challenging the Business Combination;

	●	The fees and expenses associated with completing the Business Combination; and

	●	The potential for diversion of MOBV’s management and employees during the process.

For more information about the MOBV’s Board’s decision-making process concerning the Business Combination, please see the section entitled “The Business Combination—The MOBV Board’s Reasons for Approval of the Business Combination.”

The Adjournment Proposal

The Adjournment Proposal allows the MOBV Board to submit a proposal to adjourn the MOBV Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes to authorize MOBV to consummate the Business Combination and each other matter to be considered at the MOBV Special Meeting or if holders of the MOBV Shares have elected to redeem an amount of MOBV Shares such that the minimum net tangible assets condition would not be satisfied. See the section titled “The Adjournment Proposal” for further detail.

The MOBV Special Meeting

Date, Time and Place

The MOBV Special Meeting will be held on , 2023, at 10 a.m., Eastern Time, at https://[●] and at the offices of Winston & Strawn LLP, located at 800 Capitol St., Suite 2400, Houston, TX, 77002. MOBV’s principal executive office is located at 850 Library Avenue, Suite 204, Newark, DE 19711, and its telephone number is (302) 738-6680. Stockholders may attend, vote and examine the list of the MOBV’s stockholders entitled to vote at the special meeting by visiting [●] and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the special meeting is to consider and vote on the Business Combination Proposal and the Adjournment Proposal.

After careful consideration, MOBV has determined that the MOBV Special Meeting will be a hybrid virtual meeting conducted via live webcast in order to facilitate stockholder attendance and participating while safeguarding the health and safety of MOBV’s stockholders, directors and management team. MOBV will announce any updates to this plan on its proxy website [●], and encourages you to check this website prior to the meeting if you plan to attend.

Change in Vote; Revocability of Proxies

MOBV stockholders may change their vote by sending a later-dated, signed proxy card to MOBV’s secretary at the address listed above so that it is received by MOBV’s secretary prior to the MOBV Special Meeting or they may attend the MOBV Special Meeting in person and vote. MOBV stockholders also may revoke their proxy by sending a notice of revocation to MOBV’s secretary, which must be received by MOBV’s secretary prior to the MOBV Special Meeting.

Dissenters’ Rights of Appraisal

No holders of MOBV Shares have appraisal rights under the DGCL in connection with the Merger or Business Combination.

Persons Making the Solicitation

MOBV is soliciting your proxy for the MOBV Special Meeting. Proxies may be solicited by mail, via telephone or via e-mail or other electronic correspondence. MOBV has engaged [●] to assist in the solicitation of proxies.

Voting Securities and Principal Holders Thereof

MOBV’s authorized and issued share capital currently consists of MOBV Shares. The beneficial ownership of MOBV’s voting shares prior to the consummation of the Business Combination is based on 3,044,550 MOBV Shares issued and outstanding in the aggregate. Each MOBV Share is entitled to one vote. The Record Date is [●], 2023. See the section entitled “Beneficial Ownership of Securities” for information regarding security ownership of certain beneficial owners and management of MOBV.

Proposals

At the MOBV Special Meeting, the MOBV Stockholders will be asked to consider and vote on:

	●	*The Business Combination Proposal—to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination and the other transactions contemplated by the Business Combination Agreement and the terms thereto (See the section titled “The Business Combination Proposal*”); and

	●	*Adjournment Proposal—to adjourn the MOBV Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated votes at the time of the MOBV Special Meeting, there are not sufficient votes to authorize MOBV to consummate the Business Combination and each other matter to be considered at the MOBV Special Meeting (See the section titled “The Adjournment Proposal*”).

Record Date; Who is Entitled to Vote

MOBV Stockholders will be entitled to vote or direct votes to be cast at the MOBV Special Meeting if they owned MOBV Shares at the close of business on , 2023, which is the “Record Date” for the MOBV Special Meeting. Stockholders will have one vote for each MOBV Share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. MOBV Warrants do not have voting rights. As of the close of business on the record date, there were MOBV Shares issued and outstanding.

Quorum and Required Vote for Proposals at the MOBV Special Meeting

MOBV believes all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the MOBV Special Meeting. Broker non-votes will count as a vote against the Business Combination Proposal and the Adjournment Proposal.

A quorum of MOBV Stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, at the MOBV Special Meeting of the holders of shares of outstanding capital stock of MOBV representing a majority of the voting power of all outstanding shares of capital stock of MOBV entitled to vote at the MOBV Special Meeting shall constitute a quorum for the transaction of business at the MOBV Special Meeting.

As of the record date for the MOBV Special Meeting, 6,574,801 MOBV Shares would be required to achieve a quorum. Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters and will count as a vote against the matter.

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal.

The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, MOBV will not consummate the Business Combination.

Recommendation to MOBV Stockholders

The MOBV Board believes that the Business Combination Proposal and the other proposals to be presented at the MOBV Special Meeting are in the best interest of MOBV Stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the MOBV Special Meeting.

Directors and Officers of SVH

Please refer to the table and related discussion under “Management of SVH Following the Business Combination” which sets forth certain information concerning the persons who are expected to serve as directors and executive officers of SVH following the Closing.

None of SVH’s officers or directors has received any cash compensation for services rendered to SVH. No compensation of any kind, including finder’s and consulting fees, has been or will be paid to SVH’s officers and directors, or any of their respective affiliates, for services rendered to SVH prior to or in connection with the completion of the Business Combination. Please see “Management of SVH Following the Business Combination—Officer and Director Compensation” for more information.

Please see “Beneficial Ownership of Securities” below for information regarding the ownership of equity of SVH by its directors and officers after consummation of the Business Combination.

SVH anticipates that it will establish an equity incentive plan prior to effectiveness of this registration statement as provided in the Business Combination Agreement. Please see “Management of SVH Following the Business Combination—Equity Incentive Plans” for more information.

Interests of MOBV’s Directors and Officers in the Business Combination

In considering the recommendation of the MOBV Board to vote in favor of approval of the Business Combination Proposal, and the Adjournment Proposal, you should keep in mind MOBV’s directors and officers have interests in such proposals that are different from, or in addition to, your interests as a stockholder. These interests include, among other things, the following:

	●	MOBV’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on MOBV’s behalf, such as identifying and investigating possible business targets and business combinations. As of , 2023, the Record Date, MOBV’s officers, directors and their affiliates had incurred approximately $[●] of unpaid reimbursable expenses.

	●	MOBV’s Sponsor may convert any working capital loans that it may make to MOBV into up to an additional 150,000 Private Units at the price of $10.00 per Private Unit.

	●	MOBV’s Sponsor, officers and directors have agreed not to redeem any MOBV Shares held by them in connection with a stockholder vote to approve the business combination.

	●	MOBV’s Sponsor, directors and officers paid an aggregate of $25,000 for the founder shares and that such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $[●], based on the closing price of the MOBV Shares of $[●] per share on , 2023, the record date for the special meeting, resulting in a theoretical gain of $[●].

	●	MOBV’s Sponsor, directors and officers paid an aggregate of $5,433,000 for the Placement Units in connection with the Private Placement, which if unrestricted, separated into their component parts and freely tradable would be valued at an aggregate total of approximately $ [●], based on the closing price of the MOBV Shares of $[●] per share and the closing price of the MOBV Warrants of $[●] per warrant on [●], 2023, the record date for the special meeting, resulting in a theoretical aggregate gain of $[●].

	●	Certain of MOBV’s officers and directors collectively own, directly or indirectly, a material interest in the Sponsor.

	●	The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate.

	●	The Sponsor and its affiliates can earn a positive rate of return on their investment, even if other MOBV stockholders experience a negative rate of return in the post-business combination company.

	●	The Business Combination Agreement provides for the indemnification of MOBV’s current directors and officers and the continuation of directors and officers liability insurance covering MOBV’s current directors and officers for a period of six (6) years from the Closing Date.

	●	MOBV’s officers and directors (or their affiliates) may make loans from time to time to MOBV to fund certain capital requirements. As of the date of this proxy statement/prospectus, no such loans have been made, but loans may be made after the date of this proxy statement/prospectus. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to MOBV outside of the Trust Account.

	●	MOBV’s Sponsor, officers and directors will lose their entire investment in MOBV if an initial business combination is not completed.

Further, as of the date of this proxy statement/prospectus, there has been no reimbursement to the Sponsor or MOBV’s officers or directors for any out-of-pocket expenses incurred in connection with activities on MOBV’s behalf, and no such amounts have been incurred as of the date of this proxy statement/prospectus. As of the date of this proxy statement/prospectus, the Sponsor has incurred approximately $3,215 of expenses on MOBV’s behalf, of which approximately $2,955 has been repaid by MOBV to the Sponsor. The balance may be repaid by MOBV at the Closing.

At any time prior to the MOBV Special Meeting, during a period when they are not then aware of any material nonpublic information regarding MOBV or its securities, MOBV’s officers and directors, MOBV or MOBV’s stockholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire MOBV Shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares entitled to vote at the MOBV Special Meeting to approve the Business Combination Proposal vote in its favor and that MOBV has in excess of the required dollar amount to consummate the Business Combination under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the initial stockholders of MOBV for nominal value.

Entering into any such arrangements may have a depressive effect on MOBV Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the MOBV Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and the other proposals to be presented at the MOBV Special Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that MOBV will have in excess of the required amount of cash available to consummate the Business Combination as described above. As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into.

Indemnification of Directors and Officers of SVH

In connection with the completion of the Business Combination, SVH expects to enter into indemnity agreements with each of its directors and officers that will indemnify such persons to the maximum extent permitted by applicable law against all losses suffered or incurred by them including, among other things, those that arise out of or in connection with his or her appointment as a director or officer, an act done, concurred in or omitted to be done by such person in connection with such person’s performance of his or her functions as a director or officer, or an official investigation, examination or other proceedings ordered or commissioned in connection with the affairs of the company of which he or she is serving as a director or officer at the request of the indemnifying company. SVH expects that these indemnity agreements will provide the directors and officers with contractual rights to indemnification and expense advancement.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling SVH pursuant to the foregoing provisions, SVH has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Redemption Rights

Pursuant to the certificate of incorporation of MOBV, a holder of MOBV Shares purchased in the IPO may demand that MOBV redeem such shares for cash if the Business Combination is consummated. Holders of MOBV Shares will be entitled to receive cash for their shares and demand that MOBV redeem their shares no later than Eastern Time on , 2023 (two business days prior to the vote at the MOBV Special Meeting) by (i) submitting their request in writing to [Mark Zimkind] of Continental Stock Transfer & Trust Company and (ii) delivering their shares to the MOBV Transfer Agent physically or electronically using The DTC’s DWAC System. If the Business Combination is not approved or completed for any reason, then MOBV’s public stockholders who elected to exercise their redemption rights will not be entitled to convert their shares into a full pro rata portion of the Trust Account, as applicable. In such case, MOBV will promptly return any shares delivered by holder of MOBV Shares for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of MOBV. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of MOBV Shares properly demands redemption, MOBV will redeem each MOBV Share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination in accordance with the certificate of incorporation of MOBV. As of the Record Date, this would amount to approximately $10.[XX] per share. If a holder of MOBV Shares exercises its redemption rights, then it will be exchanging its MOBV Shares for cash and will no longer own the shares. See the section titled “The MOBV Special Meeting—Redemption Rights” for a detailed description of the procedures to be followed if MOBV Stockholders wish to redeem their shares for cash. For more information on the potential impact of redemption on the per share value of the shares owned by non-redeeming MOBV Stockholders, please see the tables included on page 30 of this registration/proxy statement.

The Business Combination will not be consummated if MOBV has net tangible assets of less than $5,000,001 after taking into account holders of MOBV Shares that have properly demanded redemption of their shares upon the consummation of the Business Combination.

Holders of MOBV Warrants will not have redemption rights with respect to such securities.

Exercise of your redemption rights with respect to MOBV Shares will not result in either the exercise or loss of any of the MOBV Warrants that you may hold. Your warrants will continue to be outstanding following a redemption of your MOBV Shares and will become exercisable in connection with the completion of the Business Combination, or absent the completion of the Business Combination and the liquidation of the Trust Account, expire in accordance with their terms. Assuming the Maximum Redemption Scenario and based on a closing market price of $[•] per Public Warrant on [•], 2023, the aggregate value of the Public Warrants that may be retained by redeeming holders of MOBV Shares, after redeeming their shares, would be approximately $[•] million. As a result of redemptions, the trading market for the Company following the consummation the Business Combination may be less liquid than the market for MOBV securities prior to the consummation of the Business Combination and the Company may not be able to meet the listing standards for Nasdaq or another national securities exchange.

The Sponsor has agreed to waive its redemption rights with respect to its founder shares and Public Shares in connection with the completion of the Company’s initial Business Combination for no consideration, and EF Hutton has agreed to waive its redemption rights (or right to participate in any tender offer) with respect to the Representative Shares in connection with the completion of an initial Business Combination for no consideration.

Certain Information Relating to MOBV and SVH

SVH Listing

SVH has applied for listing, to be effective at the time of the Closing of the Business Combination, of the SVH Shares on an Approved Stock Exchange, and obtain clearance by DTC as promptly as practicable following the issuance thereof, subject to official notice of issuance, prior to the Closing Date.

Foreign Private Issuer

As a “foreign private issuer,” SVH will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that SVH must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. SVH will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign private issuer,” SVH’s officers and directors and holders of more than 10% of the issued and outstanding SVH Shares, will be exempt from the rules under the Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability.

Anticipated Accounting Treatment

The Business Combination is made up of the series of transactions outlined within the Business Combination Agreement as described elsewhere within this proxy statement/prospectus. The transactions will be accounted for as an asset purchase, and acquisition accounting does not apply. Consequently, there will be no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. MOBV will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the transactions will be treated as the equivalent of SVH issuing shares for the net assets of MOBV at fair value.

Material Tax Considerations

Holders of MOBV Securities should read carefully the information included under the section entitled “Material Tax Considerations” for a detailed discussion of material Cayman Islands and Indian tax considerations of the Business Combination, including the receipt of cash pursuant to the exercise of redemption rights, and the material Cayman Islands and Indian tax considerations of the ownership and disposition of SVH Shares and/or SVH Warrants after the Business Combination. Holders of SVH Shares are urged to consult their own tax advisors to determine the Cayman Islands and Indian tax considerations to them of the Business Combination, and prospective holders of SVH Shares and/or SVH Warrants are urged to consult their own tax advisors to determine the Cayman Islands and Indian tax considerations of any acquisition, holding, redemption and disposal of SVH Shares and/or SVH Warrants.

As described in the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations,” significant uncertainty exists as to the tax-free treatment of the Merger to U.S. Holders of MOBV Public Shares and/or MOBV Public Warrants for U.S. federal income tax purposes. Holders of MOBV Public Shares and/or MOBV Public Warrants should read carefully the information included under the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations” for a detailed discussion of material U.S. federal tax considerations of the Merger, including the receipt of cash pursuant to the exercise of redemption rights, and the material U.S. federal income tax considerations of the ownership and disposition of SVH Shares and/or SVH Warrants after the Merger. Holders of SVH Shares are urged to consult their own tax advisors to determine the tax considerations to them (including the application and effect of any U.S. state, local or non-U.S. income and other tax laws) of the Business Combination, and prospective holders of SVH Shares and/or SVH Warrants are urged to consult their own tax advisors to determine the tax considerations (including the application and effect of any U.S. state, local or non-U.S. income and other tax laws) of any acquisition, holding, redemption and disposal of SVH Shares or any acquisition, holding, exercise or disposal of SVH Warrants.

Voting Power, Implied Ownership and Implied Share Values of SVH

Upon Consummation of the Business Combination

We present in the tables below the various pro forma voting power and implied ownership of SVH following the consummation of the Business Combination, based on, among other things, public stockholder redemptions in connection with the Business Combination.

The following table presents the pro forma Voting Power and Implied Ownership of SVH immediately following the consummation of the Business Combination, exclusive of (i) 25,000,000 Earn Out Shares, (ii) 543,300 SVH Shares which underly the Private Warrants, (iii) 951,327 shares of SVH which will be reserved for issuance pursuant to the Exchange Agreements (defined below), (iv) 250,000 SVH Shares which are issuable upon exercise of warrants which will be issued to ACP Capital Markets, LLC (“ACP”) in consideration for its advisory services in connection with the Business Combination (the “Advisory Warrants”), and (v) the 10,005,000 shares of SVH that underly the SVH Warrants (collectively, the “Dilutive Interests”), in each case because none of the Dilutive Interests are exercisable or issuable immediately following the consummation of the Business Combination:

	No Redemption Scenario⁽¹⁾				25% Redemption Scenario⁽²⁾				50% Redemption Scenario⁽³⁾				Maximum Redemption Scenario⁽⁴⁾
	SVH Shares		Voting Power and Implied Ownership (%)		SVH Shares		Voting Power and Implied Ownership (%)		SVH Shares		Voting Power and Implied Ownership (%)		SVH Shares		Voting Power and Implied Ownership (%)
Public Stockholders⁽⁵⁾		10,005,000		35		7,782,326		30		5,559,653		24		1,114,305		6
Sponsor and other stockholders⁽⁶⁾		3,244,242		12		3,244,242		13		3,244,242		14		3,244,242		17
SVH Shareholders		14,946,286		53		14,946,286		58		14,946,286		63		14,946,286		77
Total		28,195,528		100		25,972,855		100		23,750,181		100		19,304,833		100

(1)	The No Redemption Scenario assumes no redemptions by public shareholders in connection with the Business Combination.

(2)	The 25% Redemption Scenario assumes that public stockholders elect to redeem 22% of MOBV Shares (i.e., 2,222,674 shares) in connection with the Business Combination, representing 25% of the MOBV Shares redeemed in the of Maximum Redemption Scenario.

(3)	The 50% Redemption Scenario assumes that public stockholders elect to redeem 44% of MOBV Shares (i.e., 4,445,348 shares) in connection with the Business Combination, representing 50% of the MOBV Shares redeemed in the of Maximum Redemption Scenario.

(4)	The Maximum Contractual Redemption Scenario assumes that public stockholders elect to redeem 89% of MOBV Shares (i.e., 8,890,695 shares) in connection with the Business Combination.

(5)	These scenarios assume that MOBV Securities convert on a one-to-one basis into SVH Securities in connection with the Business Combination.

(6)	Includes 2,501,250 SVH shares issuable upon conversion of the founder shares, 543,300 SVH shares issuable upon conversion of the Private Shares, 100,050 SVH shares issuable upon conversion of the MOBV Shares which were issued to EF Hutton, a division of Benchmark Investments, LLC in connection with its role as representative of the underwriters in connection with MOBV’s IPO (the “Representative Shares”), and 99,642 SVH Shares which will be issued to ACP in consideration for its advisory services in connection with the Business Combination (the “Advisory Shares”).

The following table presents pro forma voting power and implied ownership of SVH inclusive of the Dilutive Interests. The following table assumes (i) the Dilutive Interests have been fully exercised, (ii) any conditions to the issuance of such Dilutive Interests have been fully satisfied, and (iii) such Dilutive Interests were issued in connection with the consummation of the Business Combination, such that the voting power and implied ownership of SVH immediately following the consummation of the Business Combination is as follows:

	No Redemption Scenario⁽¹⁾				25% Redemption Scenario⁽²⁾				50% Redemption Scenario⁽³⁾				Maximum Redemption Scenario⁽⁴⁾
	SVH Shares		Voting Power and Implied Ownership (%)		SVH Shares		Voting Power and Implied Ownership (%)		SVH Shares		Voting Power and Implied Ownership (%)		SVH Shares		Voting Power and Implied Ownership (%)
Public Stockholders⁽⁵⁾		20,010,000		31		17,787,326		28		15,564,653		25		11,119,305		20
Sponsor and other stockholders ⁽⁶⁾		4,037,542		6		4,037,542		7		4,037,542		7		4,037,542		7
SVH Shareholders⁽⁷⁾		40,897,613		63		40,897,613		65		40,897,613		68		40,897,613		73
Total		64,945,155		100		62,722,482		100		60,499,808		100		56,054,460		100

(1)	The No Redemption Scenario assumes no redemptions by public shareholders in connection with the Business Combination.

(2)	The 25% Redemption Scenario assumes that public stockholders elect to redeem 22% of MOBV Shares (i.e., 2,222,674 shares) in connection with the Business Combination, representing 25% of the MOBV Shares redeemed in the of Maximum Redemption Scenario.

(3)	The 50% Redemption Scenario assumes that public stockholders elect to redeem 44% of MOBV Shares (i.e., 4,445,348 shares) in connection with the Business Combination, representing 50% of the MOBV Shares redeemed in the of Maximum Redemption Scenario.

(4)	The Maximum Redemption Scenario assumes that public stockholders elect to redeem 89% of MOBV Shares (i.e., 8,890,695 shares) in connection with the Business Combination.

(5)	These scenarios assume that MOBV Securities convert on a one-to-one basis into SVH Securities in connection with the Business Combination. Includes 10,005,000 shares issuable upon exercise of the MOBV Public Warrants.

(6)	Includes 2,501,250 SVH shares issuable upon conversion of the founder shares, 543,300 SVH shares issuable upon conversion of the Private Shares, 543,300 SVH Shares issuable upon exercise of the Private Warrants, 250,000 SVH Shares which are issuable upon exercise of the Advisory Warrants, 100,050 Representative Shares, and 99,642 Advisory Shares.

(7)	Includes 14,946,286 SVH Shares which will be issued to shareholders of SVM, 25,000,000 Earn Out Shares, and 951,327 SVH Shares which will be reserved for issuance pursuant to the Exchange Agreements (defined below).

The following table illustrates the potential impact of redemptions on the per share value of the shares owned by non-redeeming MOBV shareholders as well as the effective underwriting fees at the following redemption levels, exclusive of the Dilutive Interests:

	Redemption Level
	Maximum*			50%*			25%*			0%*
Implied value per public share – Pre-Closing	$	10.44		$	10.44		$	10.44		$	10.44
Implied Value per public share – Post Closing⁽¹⁾	$	2.67		$	6.59		$	7.37		$	7.88
Impact of Underwriting Fees	$	1.86		$	6.19		$	7.05		$	7.62
Effective Underwriting Fee %		30.11	%		6.04	%		4.31	%		3.35	%

*	Represents a percentage of the MOBV Shares redeemed in the Maximum Scenario.

(1)

Including founder shares, private shares, Representative Shares and Advisory Shares.

	Redemption Level
	Maximum*			50%*			25%*			0%*
Implied value per public share – Pre-Closing	$	10.44		$	10.44		$	10.44		$	10.44
Implied Value per public share – Post Closing ⁽¹⁾	$	0.77		$	2.96		$	3.72		$	4.34
Impact of Underwriting Fees	$	0.54		$	2.78		$	3.56		$	4.20
Effective Underwriting Fee %		30.11	%		6.04	%		4.31	%		3.35	%

*	Represents a percentage of the MOBV Shares redeemed in the Maximum Scenario.

(1)

Including the Dilutive Interests, founder shares, private shares, Representative Shares and Advisory Shares.

Risk Factor Summary

In evaluating the proposals to be presented at the MOBV Special Meeting, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

The consummation of the Business Combination and the business and financial condition of SVH following the Business Combination are subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect MOBV’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of MOBV prior to the Business Combination and that of SVH subsequent to the Business Combination. Such risks include, but are not limited to:

	●	The Sponsor, certain members of the MOBV Board and certain MOBV officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus.
	●	SVH’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.
	●	SVH has incurred net losses every year since its inception and expects to incur increasing expenses and losses in the foreseeable future.
	●	SVH’s forecasted operating and financial results rely in large part upon assumptions and analyses it has developed and SVH’s actual results of operations may be materially different from its forecasted results.
	●	SVH’s sales will depend in part on its ability to establish and maintain confidence in its long-term business prospects among consumers, analysts, and others within its industry.
	●	SVH has experienced, and may in the future experience, significant delays in the design, manufacture, launch and financing of its vehicles, which could harm its business and prospects.
	●	If SVH fails to manage its growth effectively, it may not be able to develop, manufacture, distribute, market and sell its vehicles successfully.
	●	SVH’s vehicles may not perform in line with customer expectations due to design and durability factors, and its ability to develop, market and sell or lease its products could be harmed as a result.
	●	SVH is subject to evolving laws, regulations, standards, policies, and contractual obligations related to data privacy and security, and any actual or perceived failure to comply with such obligations could harm SVH’s reputation and brand, subject SVH to significant fines and liability, or otherwise adversely affect its business.
	●	The loss of key personnel or an inability to attract, retain and motivate qualified personnel, particularly in full-scale commercial manufacturing operations, as well as presence of labor and union activities, may impair SVH’s ability to expand its business.
	●	SVH may not be able to obtain, maintain, enforce and protect its intellectual property and may not be able to prevent third parties from unauthorized use of its intellectual property and proprietary technology. If SVH is unsuccessful in any of the foregoing, its competitive position could be harmed and it could be required to incur significant expenses to enforce its rights.
	●	SVH may not effectively prosecute actions against third-party infringement, which could result in misappropriation of the company’s intellectual property and could adversely affect the company’s financial condition and results of operations.
	●	A change in SVH’s tax residency could have a negative effect on its future profitability, and may trigger taxes on dividends or exit charges.
	●	SVH may encounter difficulties in obtaining lower rates of Indian withholding income tax for dividends distributed from India.
	●	SVH shareholders may be subject to Indian taxes on income arising through the sale of their SVH Shares.
	●	Changes in India’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations.
	●	Indian EV market is still in a nascent stage and faces infrastructure and other challenges.
	●	SVH’s management team has limited experience managing a public company.
	●	As a “foreign private issuer” under the rules and regulations of the SEC, SVH is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer,” and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.

Recent Developments

Business Combination

On March 13, 2023, SVH entered into the Business Combination Agreement with Merger Sub and MOBV. Pursuant to the Merger Agreement, the parties thereto will enter into a business combination transaction by which Merger Sub will merge with and into MOBV, with MOBV surviving such merger as a wholly owned subsidiary of SVH.

The merger is anticipated to be accounted for as an asset purchase, in accordance with U.S. GAAP. Under this method of accounting, MOBV will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of SVH issuing stock for the net assets of MOBV. The net assets of MOBV will be stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of SVH.

The most significant change in SVH’s future reported financial position and results are expected to be an estimated increase in cash (as compared to SVH’s combined balance sheet on March 31, 2023) to between approximately US$5.2 million, assuming net tangible assets of US$5,000,001 under the Business Combination Agreement, and US$98.1 million, assuming no shareholder redemptions. See “Unaudited Pro Forma Condensed Combined Financial Information.”

As a consequence of the merger, SVH will become the successor to an SEC-registered company, which will require SVH to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. SVH expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

MOBV’S SELECTED HISTORICAL FINANCIAL INFORMATION

The following table sets forth summary historical financial information derived from MOBV’s audited financial statements included elsewhere in this proxy statement/prospectus for the three month period ended March 31, 2023 and for the period January 7, 2022 (inception) to December 31, 2022. You should read the following summary financial information in conjunction with the section entitled “MOBV’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and MOBV’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of MOBV following the Business Combination.

As of December 31, 2022, MOBV had neither engaged in any operations nor generated any revenues. All activities for the period from inception through December 31, 2022, related to organizational activities, execution of the Initial Public Offering, and identifying a target for a business combination. MOBV itself does not expect to generate any operating revenues in future.

The following tables present MOBV’s selected historical financial information derived from MOBV’s audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2022, and for the period from January 7, 2022 (inception) through December 31, 2022, and MOBV’s unaudited financial statements as of March 31, 2023, and for the period from January 7, 2022 (inception) through March 31, 2022.

	March 31, 2023			December 31, 2022
Balance Sheet Data:
Cash and marketable securities held in the Trust Account	$	104,410,362		$	103,726,404
Total assets	$	105,113,430		$	104,502,717
Total liabilities	$	4,706,638		$	4,019,579
Class A common stock subject to possible redemption	$	104,135,566		$	103,323,647
Total shareholders’ deficit	$	(3,728,774	)	$	(2,840,509	)

	For the Three Months Ended March 31, 2023			For the Period from January 7, 2022 (Inception) Through December 31, 2022			For the Period From January 7, 2022 (Inception) Through March 31, 2022
Income Statement Data:
Loss from operations	$	(938,315	)	$	(593,523	)	$	(1,274	)
Net income (loss)	$	(76,346	)	$	375,586		$	(1,274	)
Weighted average shares outstanding, redeemable Class A common stock		10,648,350			4,312,879			-
Basic and diluted net loss per share, redeemable Class A common stock	$	(0.01	)	$	0.06		$	-
Weighted average shares outstanding, Class B common stock		2,501,250			2,130,953			205,582
Basic and diluted net loss per share, Class B common stock	$	(0.01	)	$	0.06		$	(0.00	)

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Transaction occurred on the dates indicated. The unaudited pro forma condensed combined financial statements also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only.

The historical financial statements of SVH have been prepared in accordance with U.S. GAAP and in its functional and presentation currency of the United States dollar (“USD”). The historical financial statements of MOBV have been prepared in accordance with U.S. GAAP in its functional and presentation currency of the United States dollar (“USD”).

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of MOBV Class A common stock:

	●	Scenario 1 – Assuming No Redemptions: This presentation assumes that no public shareholders of MOBV exercise redemption rights with respect to their Public Shares upon consummation of the Transaction.

	●	Scenario 2 — Assuming 50% of Maximum Redemptions: This presentation assumes that MOBV public shareholders holding 4,445,348 shares of MOBV Class A common stock will exercise their redemption rights for $46.39 million upon consummation of the Transaction at a redemption price of approximately $10.44 per share. The scenario assumes 50% of the maximum redemption as defined below.

	●	Scenario 3 – Assuming Maximum Redemptions: This presentation assumes that MOBV public shareholders holding 8,890,695 shares of MOBV Class A common stock will exercise their redemption rights for $92.78 million upon consummation of the Transaction at a redemption price of approximately $10.44 per share. The maximum redemption amount reflects the maximum number of the MOBV’s Public Shares that can be redeemed without violating the conditions of the Business Combination Agreement or the requirement of MOBV’s current Amended and Restated Certificate of Incorporation and Articles of Association that MOBV cannot redeem Public Shares if it would result in MOBV having a minimum net tangible asset value of less than $5,000,001, after giving effect to the payments to redeeming shareholders. This scenario includes all adjustments contained in the “no redemptions” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following table sets out share ownership of SVH on a pro forma basis assuming the No Redemption Scenario and the Maximum Redemption Scenario:

	No Redemption Scenario		50% of Maximum Redemption Scenario		Maximum Redemption Scenario
SVH shareholders		14,946,286		14,946,286		14,946,286
MOBV public shareholders		10,005,000		5,559,653		1,114,305
MOBV Sponsor’s shareholders		2,501,250		2,501,250		2,501,250
MOBV Private Placement shareholders		543,300		543,300		543,300
MOBV representative shareholders		100,050		100,050		100,050
Other advisors		99,642		99,642		99,642
Total		28,195,528		23,750,181		19,304,833

You should carefully consider all the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial information, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of SVM and will also apply to the business and operations of SVH following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of SVH following the Business Combination. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by SVH, MOBV, and SVM, which may later prove to be incorrect or incomplete. SVH, MOBV, or SVM may face additional risks and uncertainties that are not presently known to such entity, or that such entity currently deems immaterial, which may also impair our or SVH’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to SVH’s Business and Operations Following the Business Combination

SVH’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

SVH has a limited operating history, and operates in a rapidly evolving market. As a result, there is limited information that investors can use in evaluating SVH’s business, strategy, operating plan, results, and prospects. Furthermore, SVH does not have experience assembling or selling a commercial product at scale. SVH’s business is capital-intensive and SVH expects to continue to incur substantial operating losses for the foreseeable future.

SVH has encountered and expects to continue to encounter risks and uncertainties frequently experienced by companies in rapidly changing markets, including risks relating to its ability to, among other things:

If SVH does not address these risks successfully, or if the assumptions it uses to plan and operate its business are incorrect or market conditions change, its results of operations could differ materially from its expectations and SVH’s business, financial condition and results of operations could be materially adversely affected.

SVM has incurred net losses every year since its inception and SVH expects to incur increasing expenses and losses in the foreseeable future.

SVM has incurred consolidated net losses every year since its inception, including a net loss attributable to common shareholders of approximately $0.674 million and $0.382 million for the years ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and 2022, SVM’s consolidated accumulated deficit was approximately $0.971 million and $0.317 million, respectively. SVH expects to continue to incur substantial losses and to increase expenses in the foreseeable future.

If SVH’s product development or commercialization is delayed, SVH’s costs and expenses may be significantly higher than it currently expects. Because SVH will incur the costs and expenses from these efforts before it receives any incremental revenues with respect thereto, SVH expects to incur losses in future periods. SVH’s ability to generate product revenues will depend on its ability to scale commercial production of the Prana Grand, and start production of its products in volume, which it does not expect will occur until the second half of 2023. If SVH is delayed or unable to achieve production in scale or if production is less efficient than expected, SVH’s financial results may be materially adversely affected.

SVH may be unable to adequately control the costs associated with its operations.

SVH will require capital to develop and grow its business. SVH has incurred and expects to continue to incur expenses as its builds its brand and markets its vehicles; expenses relating to developing and assembling its vehicles, tooling and expanding its assembly facilities; research and development expenses; raw material procurement costs; and general and administrative expenses as it scales its operations and incurs the costs of being a public company. SVH expects to incur costs servicing and maintaining customers’ vehicles, including establishing its service operations and facilities. SVH does not have a record of forecasting and budgeting for any of these expenses, or monitoring actual versus forecast numbers, and these expenses could be higher than SVH currently anticipates. In addition, any delays in the production of Prana–Grand and the production of its other products, obtaining necessary equipment or supplies, expansion of SVH’s assembly facilities, or the procurement of permits and licenses relating to SVH’s assembly, products, sales and distribution could significantly increase SVH’s expenses. In such events, SVH could be required to seek additional financing earlier than it expects, and such financing may not be available on commercially reasonable terms, or at all.

SVH’s ability to become profitable in the future will depend on its ability not only to control costs, but also to sell in quantities and at prices sufficient to achieve its expected margins. If SVH is unable to cost-efficiently design, manufacture, market, sell, distribute and service its vehicles, its margins, profitability and prospects would be materially adversely affected.

SVH has sold only a limited number of vehicles and has received limited reservations for additional Prana-Grand units, all of which may be cancelled.

As of March 31, 2023, SVH had sold more than 160 vehicles. Since the launch of the Prana–Grand, SVH has received reservations for approximately 12,000 units, however, SVH has not taken deposits to secure reservations and its customers may cancel their reservations at any time and for any reason, until they place orders for their vehicle. Any delays in the current production line of the Prana-Grand could result in customer cancellations. No assurance can be given that reservations will not be cancelled and will ultimately result in the final sale and delivery of vehicles. Accordingly, the number of current reservations should not be considered a reliable indicator of demand for SVH’s vehicles, or for future vehicle sales. The cancellation of the reservations could materially negatively impact SVH’s results of operation and financial conditions.

SVH’s forecasted operating and financial results rely in large part upon assumptions and analyses it has developed and SVH’s actual results of operations may be materially different from its Projections.

The Projections (as defined herein) prepared in November 2022 and revised in February and March 2023 appearing in this proxy statement/prospectus reflect SVH’s targets for future performance required to earn the Earn Out Shares under the Business Combination Agreement and incorporate certain financial and operational assumptions based on information available at the time the forecasts were made. None of the Projections included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination. The Projections were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of MOBV and SVH.

Whether actual operating and financial results and business developments will be consistent with the expectations and assumptions reflected in the Projections depends on a number of factors, many of which are outside of SVH’s control. If SVH fails to meet its own financial or operating forecasts or those of securities analysts, the value of SVH’s shares could be significantly adversely affected.

The TWV market is highly competitive, and SVH may not be successful in competing in this industry.

The global TWV market is highly competitive, and SVH expects it will become even more so in the future as additional vendors enter the market within the next several years. E2W manufacturers with which SVH competes include existing manufacturers in India, as well as an increasing number of international entrants. SVH also competes with established premium TWV vendors, many of which have entered or have announced plans to enter the E2W market. Many of SVH’s current and potential competitors have significantly greater financial, technical, manufacturing, marketing, and other resources than SVH does, and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale, servicing, and support of their products. In addition, many of these companies have longer operating histories, greater name recognition and branding, larger and more established sales forces, broader customer and industry relationships and other resources than SVH does. SVH’s competitors may be in a stronger position to respond quickly to new technologies and may be able to design, develop, market, and sell their products more effectively. SVH expects competition in its industry to significantly intensify in the future in light of increased demand for E2W vehicles, continuing globalization, favorable governmental policies and consolidation in the worldwide automotive industry. SVH’s ability to successfully compete in its industry will be fundamental to its future success. There can be no assurance that SVH will be able to compete successfully in the global TWV markets.

The TWV industry has significant barriers to entry that SVH must overcome in order to manufacture and sell E2W at scale.

The TWV industry is characterized by significant barriers to entry, including large capital requirements, costs of designing, manufacturing, and distributing vehicles, long lead times to bring vehicles to market from the concept and design stage, the need for specialized design and development expertise, safety and regulatory requirements, establishing a brand name and image, and the need to establish sales and service locations. Since SVH is focused on the design of E2W, it faces various challenges to entry that a traditional vehicle manufacturer would not encounter, including additional costs of developing and producing an electric powertrain that has comparable performance to an internal combustion engine, or ICE, lack of experience with servicing electric vehicles, regulations associated with the transport and storage of batteries, the need for charging infrastructure, and other challenges that may arise for a nascent product. While SVH has assembled and delivered more than 160 units of the Prana-Grand, it has not begun mass assembly or deployed a nation-wide sales and service network. If SVH is not able to overcome these barriers, its business, prospects, results of operations and financial condition will be negatively impacted, and its ability to grow its business will be harmed.

SVH will initially depend on revenue generated from a single model and, in the foreseeable future, will be significantly dependent on a limited number of models.

SVH will initially depend on revenue generated from a single vehicle model, the Prana-Grand, and in the foreseeable future, will be significantly dependent on a single or limited number of models. Although SVH has other vehicle models on its product roadmap, it currently does not expect to introduce another vehicle model for sale until 2024, at the earliest. SVH expects to rely on sales from the Prana-Grand, among other sources of financing, for the capital that will be required to develop and commercialize those subsequent models. If production of the Prana-Grand is delayed or reduced, or if the Prana-Grand is not well-received by the market for any reason, SVH’s revenue and cash flow would be adversely affected, and it may need to seek additional financing earlier than it expects. Such financing may not be available to it on commercially reasonable terms, or at all.

SVH’s sales will depend in part on its ability to establish and maintain confidence in its long-term business prospects among consumers, analysts, and others within its industry.

Consumers may be less likely to purchase SVH’s products if they do not believe that its business will succeed or that its operations, including service and customer support operations, will endure. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with SVH if they are not convinced that its business will succeed. Accordingly, to build, maintain and grow its business, SVH will be required to establish and maintain confidence among customers, suppliers, financing sources, and other parties with respect to its liquidity and long-term business prospects. Maintaining such confidence may be difficult as a result of many factors, including SVH’s limited operating history, others’ unfamiliarity with its products, uncertainty regarding the future of electric vehicles, any delays in scaling production, delivery and service operations to meet demand, competition, and SVH’s production and sales performance compared with market expectations. Many of these factors are largely outside of SVH’s control, and any negative perceptions about SVH’s long-term business prospects, even if exaggerated or unfounded, would likely harm its business and make it more difficult to raise additional capital in the future. In addition, as discussed above, a significant number of new electric vehicle companies have recently entered the market. If these new entrants or other manufacturers of electric vehicles go out of business, produce vehicles that do not perform as expected or otherwise fail to meet expectations, such failures may have the effect of increasing scrutiny of others in the industry, including SVH, and further challenging customers’, suppliers’, and analysts’ confidence in SVH’s long-term prospects.

SVH’s ability to generate meaningful product revenue will depend on consumers’ demand for electric vehicles.

SVH is focused on E2W and, accordingly, its ability to generate meaningful product revenue will depend on demand for E2W vehicles. If the market for E2W vehicles does not develop as SVH expects or develops more slowly than it expects, or if there is a decrease in consumer demand for E2W vehicles, SVH’s business, prospects, financial condition and results of operations will be negatively affected. The market for E2W vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, competition, evolving government policies and regulation (including government incentives and subsidies) and industry standards, frequent new vehicle announcements, and changing consumer demands and behaviors. Any changes in the industry could negatively affect consumer demand for E2W vehicles in general and for SVH’s vehicles in particular.

Volatility in demand may lead to lower vehicle unit sales, which may result in downward price pressure and adversely affect SVH’s business, prospects, financial condition and results of operations. Further, sales of vehicles tend to be cyclical in many markets, which may expose SVH to increased volatility, especially as it expands its operations and retail strategies.

Developments in E2Ws or alternative fuel technologies or improvements in the internal combustion engine may adversely affect the demand for SVH’s vehicles.

SVH may be unable to keep up with changes in E2W technology or alternatives to electricity as a fuel source and, as a result, its competitiveness may suffer. Significant developments in alternative technologies, such as alternative battery technologies, hydrogen fuel cell technology, advanced gasoline, biofuels, natural gas, or improvements in the fuel economy of the internal combustion engine, may adversely affect SVH’s business and prospects in ways it does not currently anticipate. Existing and other battery technologies, fuels or sources of energy may emerge as customers’ preferred alternative to the technologies utilized in SVH’s E2W vehicles. Any failure by SVH to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay its development and introduction of new and enhanced E2W vehicles, which could result in the loss of competitiveness of its vehicles, decreased revenue and a loss of market share to competitors. In addition, SVH expects to compete in part on the basis of its vehicles’ range, efficiency, charging speeds, and performance. Improvements in the technologies offered by competitors could reduce demand for SVH’s vehicles. As technologies change, SVH plans to upgrade or adapt its vehicles and introduce new models that reflect such technological developments, but its vehicles may become obsolete, and its research and development efforts may not be sufficient to adapt to changes in alternative fuel and E2W technologies. Additionally, as new companies and larger, existing vehicle manufacturers enter the E2W market, SVH may lose any technological advantage it may have and suffer a decline in its competitive position. Any failure by SVH to successfully anticipate or react to changes in technologies or the development of new technologies could materially harm its competitive position and growth prospects.

Extended periods of low gasoline or other fossil fuel prices could adversely affect demand for SVH’s vehicles, which would adversely affect its business, prospects, results of operations and financial condition.

A portion of the current and expected demand for electric vehicles results from government policies, regulations and economic incentives promoting fuel efficiency and alternative forms of energy, concerns about climate change resulting in part from the burning of fossil fuels and concerns about volatility in the cost of gasoline and other petroleum-based fuel, and the sourcing of oil from unstable or hostile countries. If the cost of gasoline and other petroleum-based fuel decreases and remains deflated for extended time periods, the outlook for the long-term supply of oil improves, the government eliminates or modifies its policies, regulations or economic incentives related to fuel efficiency and alternative forms of energy, or there is a change in the perception that the burning of fossil fuels negatively impacts the environment, the demand for electric vehicles, including SVH’s vehicles, could be reduced, and SVH’s business and revenue may be negatively impacted.

SVH may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the grants, loans and other incentives for which it may apply. As a result, SVH’s business and prospects may be adversely affected.

SVH anticipates that in the future there may be new opportunities for it to apply for grants, loans, and other incentives from governments in jurisdictions in which it will operate, designed to stimulate the economy and support the production of alternative fuel and electric vehicles and related technologies. SVH’s ability to obtain funds or incentives from government sources is subject to the availability of funds under applicable government programs and approval of SVH’s applications to participate in such programs. The application process for these funds and other incentives will likely be competitive. SVH cannot assure you that it will be successful in obtaining any of these grants, loans and other incentives. If SVH is not successful in obtaining any of these additional incentives and it is unable to find alternative sources of funding to meet its planned capital needs, SVH’s business and prospects could be materially adversely affected.

SVH faces risks associated with international operations, including unfavorable regulatory, political, tax and labor conditions, which could adversely impact its business.

SVH anticipates having operations and subsidiaries in more countries and markets that will be subject to the legal, political, regulatory and social requirements and economic conditions in those jurisdictions. SVH also intends to expand its sales, maintenance and repair services and its assembly activities outside India. However, SVH has no experience assembling, selling or servicing its vehicles other than in India, and such expansion would require it to make significant capital and operating expenditures, including establishing facilities, hiring local employees, and setting up distribution and supply chain systems, in advance of generating any revenues. Other risks associated with international business activities include but are not limited to conforming SVH’s vehicles to various regulatory and safety requirements in jurisdictions outside India, difficulties in establishing international assembly operations, difficulties in attracting customers in new markets, foreign taxes, permit and labor requirements and regulations, trade restrictions and regulations, changes in diplomatic and trade relationships, and fluctuations in foreign currency exchange rates and interest rates. If SVH fails to successfully address these risks, its business, prospects, results of operations and financial condition could be materially harmed.

Uninsured losses could result in payment of substantial damages, which would decrease SVH’s cash reserves and could harm its cash flow and financial condition.

In the ordinary course of business, SVH may be subject to losses resulting from product liability, accidents, acts of God, and other claims against it, for which it may have no insurance coverage. While SVH currently carries liability insurance policies that it deems appropriate for its business, it may not maintain as much insurance coverage as other original equipment manufacturers do, and in some cases, it may not maintain any at all. Additionally, the policies it has may include significant deductibles, and SVH cannot be certain that its insurance coverage, including the directors’ and officers’ insurance policies that SVH will purchase, will be sufficient to cover all or any future claims against it. A loss that is uninsured or exceeds policy limits may require SVH to pay substantial amounts, which could adversely affect its financial condition and results of operations. Further, insurance coverage may not continue to be available to SVH or, if available, may be at a significantly higher cost, especially if insurance providers perceive any increase in SVH’s risk profile in the future.

The ongoing Russian military action in Ukraine could adversely affect SVH’s business, financial condition and operating results.

Global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military incursion by Russia in Ukraine. On February 24, 2022, Russian military forces launched a military action in Ukraine, and since then sustained conflict and disruption in the region has occurred and is likely to continue. Although the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict has led to and could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

While SVH does not currently have operations in Ukraine, Russia or Belarus, it is nevertheless actively monitoring the situation in Ukraine and assessing its impact on our business, including our business partners and customers. To date SVH has not experienced any material interruptions in our infrastructure, supplies, technology systems or networks needed to support our operations. SVH has no way to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market and/or supply disruptions could be significant and could potentially have substantial impact on the global economy and our business for an unknown period of time. Any of the above factors could negatively affect SVH’s business, financial condition and operating results. Any such disruptions may also magnify the impact of other risks described in this proxy statement/prospectus.

In addition, there may be an increased risk of cyberattacks by state actors due to the current conflict between Russia and Ukraine. Any increase in such attacks on us or our systems could adversely affect our network systems or other operations. Although we maintain cybersecurity policies and procedures to manage risk to our information systems and, continuously adapt our systems and processes to mitigate such threats, we may not be able to address these cybersecurity threats proactively or implement adequate preventative measures and there can be no assurance that we will promptly detect and address any such disruption or security breach, if at all. See “Risk Factors—Any unauthorized control, manipulation, interruption, or compromise of, or access to, SVH’s products or information technology systems could result in loss of confidence in SVH and its products, fines or other sanctions by regulators, harm SVH’s business and materially adversely affect its financial performance, results of operations or prospects.”

Climate changes and the occurrence of natural disasters may adversely affect our business, financial condition and results of operations.

Natural calamities such as earthquakes, excessive rains, monsoons, floods, droughts, tsunamis, and adverse and unusual weather patterns have occurred globally in the past few years. The extent and severity of these natural disasters determine their impact on the global economy, which may adversely affect SVH’s business operations and financial position. In particular, excessive rains and floods often result in electricity becoming unavailable across large areas and for extended periods of time, which could lead to unavailability of electricity at charging stations. Additionally, excessive rains and floods, can also cause significant health hazards as submerged vehicles can lead to debilitating electrical shocks and short circuits.

SVH has experienced, and may in the future experience, delays in the design, manufacture, launch and financing of its vehicles, and supply chain issues arising from its reliance on third-party suppliers for many key components, which could harm its business and prospects.

SVH is in the early-stage production of the Prana-Grand vehicles and in the development stage of the Prana-Elite vehicles. Production of the Alive scooter is not expected to begin until 2024 and may occur later or not at all. Any delay in the financing, design, manufacture and launch of SVH’s product lines could materially damage SVH’s business, prospects, financial condition and results of operations. Prior to mass production of its electric vehicles, SVH will also need the vehicles to be fully approved for sale in its intended markets. If SVH fails to scale up the production of Prana-Grand, its first product, its growth prospects could be adversely affected.

Furthermore, SVH relies on third-party suppliers for many of the key components and materials used in its vehicles. To the extent SVH’s suppliers experience any delays in providing SVH with necessary components, SVH could experience delays in bringing its vehicles to market. Likewise, SVH may encounter delays with the design, construction and regulatory or other approvals necessary to expand its India assembly facilities, or other future assembly facilities. Any significant delay or other complication in the production ramp of the Prana-Grand or the development, manufacture, launch and production ramp of SVH’s future products and services, could materially damage SVH’s brand, business, prospects, financial condition and results of operations. The continued development of and the ability to start manufacturing SVH’s vehicles are and will be subject to risks, such as the ability to finalize product specifications; secure necessary funding; obtain required regulatory approvals and certifications; and secure necessary components, services, or licenses on acceptable terms and in a timely manner.

If our electric vehicle owners modify our electric vehicles, regardless of whether third-party aftermarket products are used, the electric vehicle may not operate properly, which may create negative publicity and could harm our business.

Vehicle enthusiasts may seek to alter SVH’s electric vehicles to modify their performance which could compromise vehicle safety and security systems. Also, customers may customize their electric vehicles with aftermarket parts that can compromise rider safety. SVH does not test, nor does it endorse, such changes or products. In addition, customers may attempt to modify SVH’s electric vehicles’ charging systems or use improper external cabling or unsafe charging outlets that can compromise the vehicle systems or expose our customers to injury from high-voltage electricity. Such unauthorized modifications could reduce the safety and security of SVH’s electric vehicles and any injuries resulting from such modifications could result in adverse publicity, which would negatively affect SVH’s brand and thus harm its business, prospects, financial condition and operating results.

If SVH fails to manage its growth effectively, it may not be able to develop, manufacture, distribute, market and sell its vehicles successfully.

Any failure to manage SVH’s growth effectively could materially and adversely affect its business, prospects, results of operations and financial condition. SVH intends to expand its operations significantly, and intends to hire a significant number of additional personnel, including design and manufacturing personnel and service technicians. Because its vehicles are based on a different technology platform than ICE vehicles, individuals with sufficient training in electric vehicles may not be readily available and as a result, SVH may need to expend significant resources training the employees it will hire. Competition for individuals with experience designing, manufacturing, and servicing electric vehicles is intense, and SVH may not be able to attract, integrate, train, motivate or retain additional qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could harm SVH’s business and prospects. In addition, SVH has no experience in high volume manufacturing of its vehicles. SVH cannot assure you that it will be able to develop efficient, automated, low-cost manufacturing capabilities and processes, and reliable sources of component supply that will enable it to meet the quality, price, engineering, design, and production standards, as well as the production volumes it anticipates, and SVH may not be able to achieve economies of scale required to successfully and profitably market its vehicles. Any failure to develop such manufacturing processes and capabilities within SVH’s projected costs and timelines could stunt its future growth and impair its ability to produce, market, service, and sell its vehicles successfully.

Financial service providers may be unable to offer attractive leasing and financing options for SVH’s vehicles, which would adversely affect consumer demand.

While purchase financing for SVH’s vehicles is available in India, increasing the financing facilities to support SVH’s sales could take additional time or not occur. SVH is working on establishing a nation-wide network of providers to offer vehicle loan programs, however, SVH currently has agreements in place with a small number of financing sources. SVH can provide no assurance that third-party financing sources would be able or willing to provide purchase financing on terms acceptable to SVH’s customers, or at all. Furthermore, because SVH has sold a limited number of vehicles and no secondary market for its vehicles exists, the future resale value of SVH’s vehicles is difficult to predict, and the possibility that resale values could be lower than SVH expects, or that no resale market emerges, increases the difficulty of obtaining third-party financing on terms that appeal to potential customers. SVH believes that its ability to access additional markets will depend on the availability of attractive leasing and financing options, and if SVH is unable to make available to its customers attractive options to finance the purchase or lease of its vehicles, such failure could substantially reduce the addressable market and decrease demand for SVH’s vehicles.

SVH’s business and prospects depend significantly on the “Prana” brand.

SVH’s business and prospects will depend on its ability to develop, maintain and strengthen the “Prana” brand associated with premium products and technological excellence. Promoting and positioning its brand will likely depend significantly on SVH’s ability to provide a consistently premium customer experience, an area in which it has limited experience. To promote its brand across multiple geographies, SVH may be required to change its customer development and branding practices and develop local content, which could result in substantially higher expenses, including the need to use traditional media such as television, radio and print advertising. In particular, any negative publicity, whether or not true, can quickly proliferate on social media and harm consumer perception and confidence in SVH’s brand. SVH’s ability to successfully position its brand could also be adversely affected by perceptions about the quality of its competitors’ vehicles or its competitors’ success. For example, certain of SVH’s competitors have been subject to significant scrutiny for incidents involving their battery fires, which could result in similar scrutiny of SVH.

In addition, from time to time, SVH’s vehicles may be evaluated and reviewed by third parties. Any negative reviews or reviews which compares SVH unfavorably to competitors could adversely affect consumer perception about its vehicles and reduce demand for its vehicles, which could have a material adverse effect on SVH’s business, results of operations, prospects and financial condition.

SVH’s products may not meet customer expectations due to design, performance, or durability factors, and its ability to develop, market and sell or lease its products could be harmed as a result.

SVH’s products may not perform in line with customers’ expectations. For example, the vehicles may not have the durability or longevity, and may not be as easy and convenient to maintain and repair as other vehicles on the market. Although SVH will attempt to remedy any issues it observes in its products as effectively and rapidly as possible, such efforts may not be timely, may hamper production or may not be to the satisfaction of its customers. Further, if certain features of SVH’s products take longer than expected to become available, are legally restricted or become subject to additional regulation, SVH’s ability to develop, market and sell its products and services could be harmed.

SVH’s vehicles may contain product or design defects, which could have a material adverse impact on SVH’s business, financial condition, operating results and prospects.

SVH’s vehicles include certain features of its modular system, mode function, advanced sequential combined braking system, and energy management software. SVH plans to add features in the future to its new models, as well as by upgrading the software of its current models. SVH’s products may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. Its current features or future enhancements may not perform in line with expectations. While SVH performs extensive internal testing of its vehicles’ software and hardware systems, and has successfully sold vehicles with those systems, given SVH’s limited operating history, it has a limited frame of reference by which to evaluate the long-term performance of its systems and vehicles. SVH may not be able to detect and fix any defects in the vehicles prior to their sale. Any product or design defects or any other failure of SVH’s vehicles to perform as expected could harm SVH’s reputation and result in adverse publicity, lost revenue, delivery delays, product recalls, product liability claims, harm to its brand and reputation, and significant warranty and other expenses. All of the foregoing could negatively affect SVH’s business, prospects, results of operations and financial condition.

The battery efficiency and the range of the vehicles will decline over time, which may affect consumers’ purchasing choices and can negatively impact SVH’s business and financial conditions.

Even if its vehicles function as designed, all battery-powered vehicles lose efficiency, and hence range, over time. Other factors, such as usage, time and charging patterns, may also impact the battery’s ability to hold a charge, or could require SVH to limit vehicles’ battery charging capacity, including via over-the-air or other software updates, which could further decrease SVH’s vehicles’ range. Current battery technology may limit SVH’s ability to improve the performance of its battery packs, or increase its vehicles’ range, in the future. Any such battery deterioration or capacity limitations and related decreases in range may negatively impact SVH’s brand and reputation and lead to customer complaints or warranty claims, and its business, prospects, results of operations and financial condition could be materially harmed.

Adequate charging solutions for SVH’s vehicles may affect demand for its products.

Demand for SVH’s vehicles may depend in part on the availability of charging infrastructure. While the prevalence of charging stations has been increasing, charging station locations are significantly less widespread than gas stations. Although SVH designed a standard 16Amp charger into the Prana product line, which allows ubiquitous charging, the charging infrastructure available to its customers may be insufficient to meet their needs or expectations. Some potential customers may choose not to purchase SVH’s E2W because of the lack of a more widespread charging infrastructure.

SVH has only limited experience servicing its vehicles and their integrated software. If SVH or its partners are unable to adequately service its vehicles, SVH’s business, prospects, financial condition, and results of operations may be materially adversely affected.

Because SVH does not plan to begin large-scale commercial production of the Prana-Grand until 2023, SVH has only limited experience servicing or repairing its vehicles. Servicing electric vehicles is different than servicing vehicles with internal combustion engines and requires specialized skills, including high voltage training and servicing techniques. In addition, SVH plans to partner with certain third parties to perform some of the service on SVH’s vehicles, and there can be no assurance that SVH will be able to enter into acceptable arrangements with any such third-party providers. Further, although such servicing partners may have experience in servicing other electric vehicles, they will initially have no experience in servicing SVH’s vehicles. There can be no assurance that SVH’s service arrangements will adequately address the service requirements of its customers to their satisfaction, or that SVH and its servicing partners will have sufficient resources, experience, or inventory to meet these service requirements in a timely manner as the volume of vehicles SVH delivers increases. This risk is enhanced by SVH’s limited operating history and its limited data regarding its vehicles’ real-world reliability and service requirements. In addition, if SVH is unable to roll out and establish a widespread service network that provides satisfactory customer service, its customer loyalty, brand and reputation could be adversely affected, which in turn could materially adversely affect its sales, results of operations, prospects and financial condition.

SVH’s customer support team may not grow quickly enough as the company expands, which could limit its growth, result in increased costs, and negatively affect SVH’s results of operations.

SVH’s customers will depend on SVH’s customer support team to resolve technical and operational issues relating to the software integrated into its vehicles, a large portion of which SVH has developed in-house. As SVH grows, its customer support team and service network may be required to address a growing number of issues, and SVH may be unable to accommodate short-term increases in customer demand for technical support. SVH also may be unable to modify the future scope and delivery of its technical support to compete with the technical support provided by its competitors. If SVH is unable to successfully address the service requirements of its customers, or if the market perceives that it does not maintain high-quality support, its brand and reputation could be adversely affected, and it may be subject to claims from its customers, which could result in loss of revenue or damages, and its business, results of operations, prospects and financial condition could be materially adversely affected.

Insufficient reserves to cover future warranty or part replacement needs or other vehicle repair requirements, including any potential software upgrades, could materially adversely affect SVH’s business, prospects, financial condition and results of operations.

Since the commencement of commercial production in 2021, SVH has been providing and will continue to provide its manufacturer’s warranty on all vehicles it sells. SVH has been maintaining and will need to continue maintaining reserves to cover part replacement and other vehicle repair needs, including any potential software upgrades. Warranty reserves will include the SVH management team’s best estimate of the projected costs to repair or to replace items under warranty. Such estimates are inherently uncertain, particularly, in light of SVH’s limited operating history and the limited field data available to it, and changes to such estimates based on real-world observations may cause material changes to SVH’s warranty reserves in the future. SVH may become subject to significant and unexpected expenses as well as claims from SVH’s customers, including loss of revenue or damages. There can be no assurances that the warranty reserves will be sufficient to cover all claims. In addition, if future laws or regulations impose additional warranty obligations on SVH that go beyond SVH’s manufacturer’s warranty, SVH may be exposed to higher warranty, parts replacement and repair expenses than it expects, and its reserves may be insufficient to cover such expenses. If SVH’s reserves are inadequate to cover future warranty claims and maintenance requirements, its business, prospects, financial condition, and results of operations could be materially adversely affected.

If SVH’s assembly facilities become inoperable, it will be unable to produce its vehicles within its current and anticipated time and cost structure and its business will be harmed.

SVH’s assembly plans contemplate that its facilities may need to be expanded or new production lines may need to be set up. SVH may not be able to expand its facilities or production lines in a timely and cost-effective manner, or within its budgeted expenditures, which could adversely impact SVH’s sales and profitability. Additionally, if incremental external financing would be required for expansion, such financing may not be obtained on favorable terms, or at all. These risks could be exacerbated because SVH may invest in production and assembly facilities to support its production processes, which differ substantially from ICE vehicle production processes for which expertise is more readily available. SVH will also need to hire and train a significant number of additional employees and integrate a yet-to-be-fully-developed supply chain to scaleup commercial production at its facilities, and SVH may fail to scale up commercial production on schedule. If any of SVH’s assembly facilities do not conform to its requirements, repair or remediation may be required, and SVH could be required to take production offline, delay implementation of its planned growth, construct alternate facilities, outsource manufacturing, or bear substantial additional costs including potentially costly litigation costs. SVH’s insurance policies or other recoveries may not be sufficient to cover all or any of such costs. Any of the foregoing consequences could have a material adverse effect on SVH’s business, prospects, results of operations and financial condition.

SVH must develop complex software and technology systems, including in coordination with vendors and suppliers, to produce its products, and there can be no assurance such systems will be successfully developed.

SVH’s vehicles use and will continue to use a substantial amount of third-party and in-house software and complex technological hardware to operate, some of which is subject to further development and testing. The development and implementation of such advanced technologies is inherently complex, and SVH will need to coordinate with its vendors and suppliers in order to integrate such technology into its products and ensure these technologies interoperate with other complex systems as designed and as expected. SVH may fail to detect defects and errors in the software and technologies, and its control over the performance of third-party services and systems may be limited. Any defects or errors in, or which adversely affect the safety, performance or cost of its products, could result in delayed production and delivery of SVH’s vehicles, damage to SVH’s brand or reputation, increased service and warranty costs and legal action by customers or third parties, including product liability claims, among other things, which could negatively impact the financial results of SVH.

SVH’s facilities or operations could be adversely affected by events outside of its control, such as natural disasters, wars, health epidemics or pandemics, or security incidents.

SVH may be impacted by natural disasters, wars, health epidemics or pandemics, or other events outside of its control. If major disasters such as earthquakes, wildfires, monsoons, floods, or other events occur, or the information system or communications network used by SVH malfunctions, its headquarters and assembly facilities may be seriously damaged, or SVH may have to stop or delay production and shipment of its products. In addition, SVH may in the future be adversely affected as a result of health epidemics or pandemics. Furthermore, SVH could be impacted by physical security incidents at its facilities, which could result in significant damage to such facilities that could require SVH to delay or discontinue production. SVH may incur significant expenses or delays relating to such events outside of its control, which could have a material adverse impact on its business, results of operations and financial condition.

If SVH updates or discontinues the use of its assembly equipment more quickly than expected, it may have to shorten the useful lives of any equipment to be retired as a result of any such update, and the resulting acceleration in SVH’s depreciation or amortization could negatively affect its financial results.

SVH expects to invest significantly in tools, machinery, and other assembly equipment, and SVH will depreciate the cost of such equipment and amortize its investment in intangible assets over their expected useful lives. However, assembly technology and intangible assets evolve rapidly, and SVH may decide to update its assembly processes more quickly than expected. Moreover, as SVH initiates and accelerates the commercial production of its vehicles, SVH’s experience may cause it to discontinue the use of some equipment or discontinue the use of certain intangible assets. The useful life of any assets that would be retired sooner than expected would be shortened, causing the depreciation and amortization on such assets to be accelerated, and SVH’s results of operations could be negatively impacted.

SVH’s vehicles utilize lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame and could negatively affect SVH’s business.

The battery packs within SVH’s vehicles utilize lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials. While SVH’s lithium ferro-phosphate (LFP) based packs do not emit flames, and SVH has introduced a new battery design which passively contains a single cell’s release of energy, failure of its vehicles’ battery packs may occur. Any such events or failures of SVH’s vehicles, battery packs or warning systems could subject SVH to lawsuits, product recalls, or redesign efforts. Also, negative public perceptions regarding the suitability of lithium-ion cells for mobility applications or any future incident involving lithium-ion cells, such as a vehicle or other fire, even if such incident does not involve SVH’s vehicles, could seriously harm SVH’s business and reputation. Once SVH scales up manufacturing its vehicles SVH will need to store a significant number of lithium-ion cells at its facilities. Any mishandling of battery cells, safety issues, or fire related to the cells could disrupt its operations and lead to adverse publicity and potentially a safety recall. In addition, any failure to comply with the relevant regulations could result in fines, loss of permits and licenses, or other regulatory consequences. Moreover, any failure of a competitor’s electric vehicle or energy storage product may cause indirect adverse publicity for SVH and its products. All of the foregoing could negatively affect SVH’s brand and harm SVH’s business, prospects, results of operations and financial condition.

Any unauthorized control, manipulation, interruption, or compromise of, or access to, SVH’s products or information technology systems could result in loss of confidence in SVH and its products, fines or other sanctions by regulators, harm SVH’s business and materially adversely affect its financial performance, results of operations or prospects.

SVH’s operations depends upon continued development, maintenance and improvement of its information technology and communication systems, such as systems for product data management, procurement, inventory management, production planning and execution, sales, service and logistics. If these systems or their functionality do not operate as SVH expects them to or conform to any new regulatory requirements, SVH may be required to expend significant resources to make corrections or find alternative sources for performing these functions. The technological complexity of SVH’s products and systems, and any updates to such, may increase the risk of a potential compromise or breach of the measures that SVH or its third-party service providers employ.

If SVH is unable to protect its systems (and the information stored in its systems) from unauthorized access, use, disclosure, disruption, modification, destruction or other breach, such problems or security breaches could have negative consequences for SVH’s business and prospects. This type of breach can lead to losses, fines, penalties, damages, loss of reputation, or liabilities under SVH’s contracts or applicable laws and regulations. There would be additional costs to respond to breach and other unauthorized disclosure including investigations and to remedy such incidents. In addition, SVH may be mandated by laws, regulations or contractual obligations to notify individuals, regulatory authorities and other third parties in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, penalties or fines, litigation and SVH’s customers losing confidence in the effectiveness of SVH’s security measures. SVH may not have adequate insurance coverage to cover losses associated with such breach or incidents, if any. In addition, SVH cannot assure that its existing insurance coverage will continue to be available on acceptable terms or that its insurers will not deny coverage as to any future claim.

Any of the foregoing could materially adversely affect SVH’s business, prospects, results of operations and financial condition.

SVH is subject to evolving laws, regulations, standards, policies, and contractual obligations related to data privacy and security, and any actual or perceived failure to comply with such obligations could harm SVH’s reputation and brand, subject SVH to significant fines and liability, or otherwise adversely affect its business.

In the course of its operations, SVH collects, uses, stores, discloses, transfers, and otherwise processes personal information from its customers, employees, and third parties with whom SVH conducts business, including names, accounts, user IDs and passwords, and payment or transaction related information. Additionally, SVH will use its vehicles’ electronic systems to log information about each vehicle’s use, such as charge time, battery usage, mileage, location and the drivers’ behavior, in order to aid it in vehicle diagnostics, repair and maintenance, as well as to help SVH customize and improve the driving and riding experience. Accordingly, SVH is subject to or affected by a number of Indian and international laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security. These laws, regulations and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse impact on SVH’s business, financial condition and results of operations.

Compliance with applicable privacy and data security laws, regulations and standards is a rigorous and time-intensive process, and SVH may be required to put in place additional mechanisms to comply with such, which could cause SVH to incur substantial costs or require SVH to change its business and data practices in a manner adverse to its business.

The global data protection landscape is rapidly evolving, and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. SVH may not be able to monitor and react to all developments in a timely manner.

The loss of key personnel or an inability to attract, retain and motivate qualified personnel, particularly in full-scale commercial manufacturing operations, as well as presence of labor and union activities, may impair SVH’s ability to expand its business.

SVH’s success depends upon the continued service and performance of its senior management team and key technical personnel. SVH’s employees, including SVH’s senior management team, are at-will employees, and therefore may terminate employment with SVH at any time with no advance notice. Although SVH anticipates that its management and key personnel will remain in place following the Business Combination, it is possible that SVH could lose some key personnel. The replacement of any members of SVH’s senior management team or other key personnel likely would involve significant time and costs and may significantly delay or prevent the achievement of SVH’s business objectives.

SVH’s future success also depends, in part, on its ability to continue to attract, integrate and retain highly skilled personnel, particularly to engage in full-scale commercial manufacturing operations. This needs to be accomplished quickly in order for SVH to scale-up commercial production and sales. There are various risks and challenges associated with hiring, training, and managing a large workforce, and these risks and challenges may be exacerbated by the short period in which SVH intends to scale up its workforce, as well as increasing competition for skilled personnel, especially in India. Although the area surrounding SVH’s facilities is home to a trained workforce with experience in engineering and manufacturing, this workforce does not have significant experience with electric vehicle manufacturing, and many jobs will require training. Moreover, as SVH seeks to expand across India, such skilled workforce may not be easily available owing to the limited supply of skilled personnel, and such individuals may be subject to non-competition and other agreements that restrict their ability to work for SVH. There can be no guarantee that SVH will be able to attract such individuals. If SVH is unsuccessful in hiring and training a workforce in a timely and cost-effective manner, its business, financial condition and results of operations could be adversely affected.

Additionally, it is common throughout the vehicle manufacturing industry generally, including in India, for many employees at vehicle manufacturing companies to belong to a union, which can result in higher employee costs and increased risk of work stoppages. Moreover, regulations in some jurisdictions mandate employee participation in industrial collective bargaining agreements and work councils with certain consultation rights with respect to the relevant companies’ operations. Although none of SVH’s employees are currently represented by a labor union, in the event SVH’s employees seek to join or form a labor union, SVH could be subject to risks as it engages in and attempts to finalize negotiations with any such union, including potential work slowdowns or stoppages, delays, and increased costs. Furthermore, SVH may be directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers and trucking and freight companies, and work stoppages or strikes organized by such unions could have a material adverse impact on SVH’s business, financial condition, or results of operations.

SVH is highly dependent on the services of certain key employees. If its key employees were to discontinue their service to SVH due to death, disability, or any other reason, SVH would be significantly disadvantaged.

Misconduct by SVH’s employees and independent contractors during and before their employment with SVH could expose SVH to potentially significant legal liabilities, reputational harm and/or other damages to its business.

Many of SVH’s employees play critical roles in ensuring the safety and reliability of its vehicles and/or its compliance with relevant laws and regulations. Certain SVH employees have access to sensitive information and/or proprietary technologies and know-how. While SVH has adopted codes of conduct for all its employees and implemented detailed policies and procedures relating to intellectual property, proprietary information, and trade secrets, SVH cannot assure you that its employees will always abide by these codes, policies, and procedures nor that the precautions SVH takes to detect and prevent employee misconduct will always be effective. If any of SVH’s employees engage in any misconduct, illegal or suspicious activities, including but not limited to misappropriation or leakage of sensitive customer information or proprietary information, SVH and such employees could be subject to legal claims and liabilities and SVH’s reputation and business could be adversely affected as a result. Such negative impacts can include, without limitation, the imposition of civil, criminal and administrative penalties, damages, monetary fines, disgorgement, integrity oversight and reporting obligations to resolve allegations of non-compliance, imprisonment, other sanctions, contractual damages, reputational harm, diminished profits and future earnings and curtailment of SVH’s operations, any of which could adversely affect its business, prospects, financial condition and results of operations.

SVH is subject to laws and regulations that could impose substantial costs, legal prohibitions, or unfavorable changes upon its operations or products, and any failure to comply with these laws and regulations, including as they evolve, could substantially harm its business and results of operations.

SVH is and will be subject to environmental, manufacturing, and health and safety laws and regulations at numerous jurisdictional levels, including laws relating to the use, handling, storage, recycling, disposal and human exposure to hazardous materials and with respect to constructing, expanding and maintaining its facilities. Any violations of these laws may result in substantial fines and penalties, remediation costs, third party damages, or a suspension or cessation of SVH’s operations. The costs of compliance, including remediating contamination, if any, is found on SVH’s properties, or any related changes to SVH’s operations, may be significant. SVH may also face unexpected delays in obtaining permits and approvals required by such laws in connection with its manufacturing facilities, which would hinder its ability to commence or continue its commercial manufacturing operations. Such costs and delays may adversely impact SVH’s business prospects and results of operations.

In addition, motor vehicles are subject to regulation under international, federal, state and local laws. SVH has incurred, and expects to continue to incur, significant costs in complying with these regulations. Any failures to comply could result in significant expenses, delays, fines, or other sanctions. These laws, regulations and standards are further subject to change from time to time, and SVH may be subject to amended or additional regulations that would increase the effort and expense of compliance.

SVH also expects to become subject to laws and regulations applicable to the supply, manufacture, import, sale, and service of E2W, including in those countries and markets it intends to enter in the future. Compliance with such regulations will require additional time, effort and expense to ensure regulatory compliance in those countries. There can be no assurance that SVH will be able to achieve foreign regulatory compliance in a timely manner and at its expected cost, or at all, and the costs of achieving international regulatory compliance or the failure to achieve international regulatory compliance could harm SVH’s business, prospects, results of operations and financial condition.

SVH may face regulatory limitations on its ability to sell vehicles, which could materially and adversely affect its ability to sell its vehicles.

SVH’s business plan includes the direct sale of vehicles to retail consumers as well as through its dealers network via a franchise model. SVH may be required to obtain licenses or permits, and take other actions to ensure its distribution model complies with the applicable legal requirements. Because such requirements vary across jurisdictions and evolve over time, SVH’s distribution model must be carefully established, its sales and service processes must be continually monitored, and a competent team needs to be recruited to monitor the compliance efficiently and proactively, which may add to the cost of SVH’s business.

Additionally, in India, dealers works on a “single brand franchise” model are often required under the dealership agreements to sell only vehicles of a particular OEM in the primary market. SVH may find it difficult to sign franchise agreements with such dealers to expand its dealership network. Such limitation could adversely impact SVHs expansion plans across India.

SVH may choose to or be compelled to undertake product recalls or take other actions, which could adversely affect its business, prospects, results of operations, reputation and financial condition.

Any product recalls may result in adverse publicity, damage SVH’s reputation and adversely affect its business, prospects, results of operations and financial condition. In the future, SVH may, voluntarily or involuntarily, initiate a recall if any of its vehicles or components (including its battery cells) prove to be defective or noncompliant with applicable safety standards in each of its markets. If a large number of vehicles are the subject of a recall or if needed replacement parts are not in adequate supply, SVH may be unable to service and repair recalled vehicles for a significant period of time. These types of disruptions could jeopardize SVH’s ability to fulfill existing contractual commitments or satisfy demand for its vehicles and could also result in the loss of credibility and market share. SVH may not have adequate funds to withstand the financial impact of such recalls, which could involve significant expense and diversion of management’s attention and other resources, adversely affecting SVH’s brand image in its target market and its business, prospects, results of operations and financial condition.

SVH may in the future be subject to legal proceedings, regulatory disputes and governmental inquiries that could cause it to incur significant expenses, divert its management’s attention, and materially harm its business, results of operations, cash flows and financial condition.

From time to time, SVH may be subject to claims, lawsuits, government investigations and other proceedings that could adversely affect its business, results of operations, cash flows and financial condition. While to date SVH has not been the subject of complaints or litigation, including claims related to employment matters, there can be no assurances that SVH will not be the subject of complaints or litigation as SVH expands its operations across multiple geographies.

Litigation and regulatory proceedings may be protracted and expensive, and the results are difficult to predict. Additionally, SVH’s litigation costs could be significant, even if it achieves favorable outcomes. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require SVH to modify, make temporarily unavailable or stop assembling or selling its vehicles in some or all markets, all of which could negatively affect its sales and revenue growth and adversely affect its business, prospects, results of operations, cash flows and financial condition.

The results of litigation, investigations, claims and regulatory proceedings cannot be predicted with certainty, and determining reserves for pending litigation and other legal and regulatory matters requires significant judgment. There can be no assurance that SVH’s expectations will prove correct, and even if these matters are resolved in SVH’s favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm its business, results of operations, cash flows and financial condition. In addition, the threat or announcement of litigation or investigations by governmental authorities or other parties, irrespective of the merits of the underlying claims, may itself have an adverse impact on the trading price of SVH’s shares, subsequent to the closing of the Business Combination.

SVH may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.

SVH may become subject to product liability claims, which could harm its business, prospects, results of operations and financial condition. The automotive industry experiences product liability claims, and SVH faces the risk of claims in the event its vehicles do not perform or are claimed not to perform as expected or malfunction, resulting in property damage, personal injury or death. SVH also expects that, as is true for other automakers, SVH’s vehicles will be involved in crashes resulting in death or personal injury, and even if not caused by the failure of its vehicles, SVH may face product liability claims and adverse publicity in connection with such incidents. In addition, SVH may face claims arising from or related to failures, claimed failures or misuse of new technologies that SVH expects to offer.

A successful product liability claim against SVH could require it to pay a substantial monetary award. SVH’s risks in this area are particularly pronounced given that its vehicles have been commercially available for a limited time period, and hence field experience of its vehicles is limited. Moreover, a product liability claim against SVH or its competitors could generate substantial negative publicity about SVH’s vehicles and business and inhibit or prevent commercialization of its future vehicles, which would have material adverse effect on its brand, business, prospects and results of operations. SVH’s insurance coverage might not be sufficient to cover all potential product liability claims, and insurance coverage may not continue to be available to SVH or, if available, may be at a significantly higher cost. Any lawsuit seeking significant monetary damages or other product liability claims may have a material adverse effect on SVH’s reputation, business and financial condition.

SVH may be exposed to delays, limitations and risks related to the permits required to operate its assembly facilities.

Operation of a vehicle assembly facility requires land use and environmental permits and other operating permits from government entities. While SVH believes it has the permits necessary to carry out and perform its current operations at its assembly facility in Tamil Nadu, India, based on its current target production capacity, SVH plans to expand its assembly facilities and add assembly facilities in other markets over time and will be required to apply for and secure various permits and certificates of occupancy necessary for the operation of such expanded and additional facilities. Delays, denials or restrictions on any of the applications for or assignment of the permits to operate SVH’s expanded or additional assembly or manufacturing facilities could adversely affect its ability to execute its business plans and objectives . See “— Risks Related to Manufacturing and Supply Chain — SVH has experienced and may in the future experience significant delays in the design, manufacture, launch and financing of the various products in pipeline which could harm its business and prospects.”

SVH is subject to various environmental, health and safety laws and regulations that could impose substantial costs on it and cause delays in expanding its production facilities.

SVH’s operations are subject to environmental laws and regulations of each market and jurisdiction they operate in, including laws relating to the use, handling, storage, disposal of and exposure to hazardous materials. Environmental, health and safety laws and regulations are complex, and SVH has limited experience complying with them. Moreover, SVH may be affected by future amendments to such laws or new environmental, health and safety laws and regulations which may require it to change its operations, potentially resulting in a material adverse effect on its business, prospects, results of operations and financial condition. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations could result in substantial fines and penalties, third-party damages, suspension of production or a cessation of its operations.

Contamination at properties SVH operates or may own or formerly owned or operated, or properties to which hazardous substances were sent by SVH may result in liability for SVH under environmental laws and regulations, including, but not limited to, the Air (Prevention and Control of Pollution) Act, 1981, the Environment (Protection) Act, 1986, and the Water (Prevention and Control of Pollution) Act, 1974, which are applicable in India. These laws can impose liability for the full amount of remediation-related costs, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages to natural resources, without regard to fault. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on SVH’s financial condition or results of operations. Such laws require compliance with various workplace safety requirements, including requirements related to environmental safety. These laws and regulations can give rise to liability for oversight costs, compliance costs, bodily injury (including workers’ compensation), fines, and penalties. Additionally, non-compliance could result in delay or suspension of production or cessation of operations. The costs required to comply with workplace safety laws can be significant, and non-compliance could adversely affect SVH’s production or other operations, including with respect to the planned production of products, which could have a material adverse effect on SVH’s business, prospects and results of operations.

SVH may not be able to obtain, maintain, enforce and protect its intellectual property and prevent third parties from unauthorized use of its intellectual property and proprietary technology, its competitive position could be harmed and it could be required to incur significant expenses to enforce its rights, whether or not it is successful.

SVH establishes and protects its intellectual property and proprietary technology through a combination of licensing agreements, third-party nondisclosure and confidentiality agreements and other contractual provisions, as well as through patent, trademark, copyright and trade secret laws in India and other jurisdictions. SVH’s efforts to obtain and protect intellectual property rights may not be adequate to prevent SVH’s competitors or other third parties from challenging SVH’s intellectual property. Failure to adequately obtain, maintain, enforce and protect SVH’s intellectual property could result in its competitors offering identical or similar products, potentially resulting in the loss of SVH’s competitive advantage and a decrease in its revenue which would adversely affect its business, prospects, financial condition and results of operations.

SVH may not be able to effectively protect its intellectual property, and there could be potential misappropriation of SVH’s intellectual properties and adverse effects on its financial condition and results of operations.

Patent, trademark, copyright and trade secret laws vary significantly throughout the world. The laws of some foreign countries, including countries in which SVH’s products are sold, or may be sold in the future, may not provide adequate mechanisms for obtaining and enforcing intellectual property rights. Therefore, SVH’s intellectual property may not be as easily obtained or enforced in such jurisdictions. Further, policing the unauthorized use of SVH’s intellectual property in foreign jurisdictions may be difficult.

SVH may not effectively prosecute actions against third-party infringement, which could result in misappropriation of the company’s intellectual property and could adversely affect the company’s financial condition and results of operations.

To prevent unauthorized use of SVH’s intellectual property, it may be necessary to prosecute actions for infringement, misappropriation or other violation of SVH’s intellectual property against third parties. Any such action could result in significant costs and diversion of SVH’s resources and management’s attention. Furthermore, many of SVH’s current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than SVH does.

It is SVH’s policy to enter into confidentiality and invention assignment agreements with its employees and contractors that have developed material intellectual property for SVH, but these agreements may not be self-executing and may not otherwise adequately protect SVH’s intellectual property, particularly with respect to conflicts of ownership relating to work product generated by the employees and contractors. SVH, the operating entity in India, has entered into such confidentiality and invention assignment agreements with its employees, which are reflected in each employment contract, and will continue to enter into such agreements for all future employees, particularly those involved in the design and engineering process. Furthermore, SVH cannot be certain that these agreements will not be breached and that third parties will not gain access to its trade secrets, know-how and other proprietary technology. Third parties may also independently develop the same or substantially similar proprietary technology. Monitoring unauthorized use of SVH’s intellectual property is difficult and costly, as are the steps SVH has taken or will take to prevent misappropriation.

Accordingly, despite its efforts, SVH may not be able to prevent third parties from infringing, misappropriating or otherwise violating its intellectual property. Any of the foregoing could adversely affect SVH’s business, prospects, financial condition and results of operations.

SVH may be sued by third parties for alleged infringement, misappropriation or other violation of their intellectual property, which could be time-consuming and costly and result in significant legal liability.

There is considerable patent and other intellectual property development activity in SVH’s industry. Companies, organizations and individuals, including SVH’s competitors, may hold or obtain patents, trademarks or other intellectual property that would prevent, limit or interfere with SVH’s ability to make, use, develop, sell, lease, market or otherwise exploit its vehicles, components or other technology, which could make it more difficult for SVH to operate its business. SVH’s success depends in part on not infringing, misappropriating or otherwise violating the intellectual property of third parties. From time to time, SVH may receive communications from third parties, including its competitors, alleging that it is infringing, misappropriating or otherwise violating their intellectual property or otherwise asserting their rights and urging it to take licenses, and SVH may be found to be infringing, misappropriating or otherwise violating such rights, particularly in jurisdictions they would like to serve in the future. Further, depending on the advancement of patent and other intellectual property development in those jurisdictions, SVH may have potential conflicts in patents or other intellectual property with existing players in those markets and may not be able to successfully enter those jurisdictions due to existing competitors offering similar products or even similar branding. SVH may not be able to adequately mitigate the risk of potential suits or other legal demands by its competitors or other third parties. Accordingly, SVH may consider entering into licensing agreements with respect to such rights, however, such licenses may not be obtained on acceptable terms or at all, and there could be litigations associated with the licenses. SVH may be unaware of the intellectual property and other proprietary rights of third parties that may cover some or all of its products or technologies. Any claims or litigation could cause SVH to incur significant expenses and, if successfully asserted against it, could have adverse effects on SVH’s business, prospects, financial condition and results of operations.

Furthermore, SVH may be subject to claims that it or its employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of these employees’ former employers. Litigation may be necessary to defend against these claims. If SVH fails in defending such claims, in addition to paying monetary damages, SVH may lose valuable intellectual property or personnel. Any of the foregoing could materially adversely affect SVH’s business, prospects, results of operations and financial condition.

SVH may need to defend its indemnitees against intellectual property litigations, which could adversely affect its financial conditions and results of operations.

If any of SVH’s indemnitees are alleged to have infringed, misappropriated or otherwise violated any third-party intellectual property, SVH would in general be required to defend or settle the litigation on their behalf. In addition, if SVH is unable to obtain licenses or modify its products or technologies to make them non-infringing, SVH may pay substantial settlement amounts or royalties on future product sales to resolve claims or litigation. Even if SVH were to prevail in the actual or potential claims or litigation against it, any claim or litigation regarding its intellectual property could be costly and time-consuming. Such disputes, with or without merit, could also cause potential customers to refrain from purchasing SVH’s products or otherwise cause SVH reputational harm and negative publicity.

Some of SVH’s products contain open-source software, which may pose particular risks to its proprietary software, products and services in a manner that could harm its business.

SVH uses open-source software in its products and anticipates using open-source software in the future. Some open-source software licenses require those who distribute open-source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open-source code on unfavorable terms or at no cost, and SVH may be subject to such terms. The terms of many open-source licenses to which SVH is subject have not been interpreted by U.S. or foreign courts, and there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on SVH’s ability to provide or distribute its products or services. Although SVH monitors and controls its use of open-source software and tries to ensure that none is used in a manner that would require it to disclose its proprietary source code or that would otherwise breach the terms of an open-source agreement, we cannot ensure our processes for controlling use of open-source software will be effective.

Additionally, SVH could face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that it developed using such software, which could include its proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in litigation and could require SVH to make its software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until it can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and SVH may not be able to complete the re-engineering process successfully.

Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect SVH’s business. Any of these risks could be difficult to eliminate or manage and, if not addressed, could have a material adverse effect on SVH’s business, financial condition and results of operations.

SVH will require additional capital to support its growth, and this capital might not be available on commercially reasonable terms, or at all.

SVH anticipates that it will need to raise additional funds through equity or debt financings. SVH’s business is capital-intensive, and SVH expects that the costs and expenses associated with its planned operations will increase in the near term. SVH does not expect to achieve positive cash flow from operations before 2025, if at all. Further, to the extent that there are significant redemptions by MOBV stockholders, there will be less capital available to SVH as a result of the Business Combination, and SVH may be required to raise additional capital earlier than it expects. SVH’s plan to scale-up the commercial production of its vehicles and grow its business is dependent upon the timely availability of funds and further investment in design, engineering, component procurement, testing, and the build-out of manufacturing capabilities. In addition, the fact that SVH has a limited operating history means that it has limited historical data on the demand for its vehicles. As a result, SVH’s future capital requirements are uncertain, and actual capital requirements may be greater than what it currently anticipates.

If SVH raises additional funds through further issuances of equity or convertible debt securities, its shareholders could suffer dilution, and any new equity securities SVH issues could have rights, preferences and privileges senior to those of holders of SVH Shares. Any debt financing in the future could involve additional restrictive covenants relating to SVH’s capital raising activities and other financial and operational matters, which may make it more difficult for SVH to obtain additional capital and to pursue business opportunities, including potential acquisitions.

SVH may not be able to obtain additional financing on terms favorable to it, if at all. SVH’s ability to obtain such financing could be adversely affected by a number of factors, including general conditions in the global economy and in the global financial markets, changes in regulatory framework or taxation policies, or investor acceptance of its business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to SVH. If SVH is unable to obtain adequate financing or financing on terms satisfactory to it, when required, SVH will have to significantly reduce its spending, delay or cancel its planned activities or substantially change its corporate structure, and it might not have sufficient resources to conduct or support its business as projected, which would have a material adverse effect on its results of operations, prospects and financial condition.

SVH may not be able to identify adequate strategic relationship opportunities or form strategic relationships, in the future.

SVH expects that strategic business relationships will be an important factor in the growth and success of its business. However, there are no assurances that SVH will be able to identify or secure suitable business relationship opportunities in the future or that its competitors will not capitalize on such opportunities before it does. SVH may not be able to offer similar benefits to other companies with which it would like to establish and maintain strategic relationships, which could impair its ability to establish such relationships. For example, SVH has contracted with a limited number of suppliers to provide battery technology for its products and for wider distribution. If one of those contracts is terminated or a supplier otherwise fails to deliver, SVH’s ability to provide a satisfactory customer experience will be harmed, and SVH will be required to identify alternate suppliers. SVH’s current and future alliances could subject it to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may materially and adversely affect its business. SVH may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffer negative publicity or harm to their reputation, SVH may also suffer negative publicity or harm to its reputation by virtue of its association with any such third party.

Moreover, identifying and executing on such opportunities could demand substantial management time and resources, and negotiating and financing relationships involves significant costs and uncertainties. If SVH is unable to successfully source and execute on strategic relationship opportunities in the future, its overall growth could be impaired, and its business, prospects and results of operations could be materially adversely affected.

SVH may acquire other businesses, which could require significant management attention, disrupt its business, dilute stockholder value, and adversely affect its results of operations.

As part of its business strategy, SVH may make investments in complementary companies, solutions or technologies. SVH may not be able to find suitable acquisition candidates, and it may not be able to complete such acquisitions on favorable terms, if at all. In addition to possible stockholder approval, SVH may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt its business strategy if it fails to do so. If SVH does complete acquisitions, it may not ultimately strengthen its competitive position or achieve its goals. In addition, if SVH is unsuccessful at integrating such acquisitions or developing the acquired technologies, the revenue and results of operations of the combined company could be adversely affected. Further, the integration of acquired businesses or assets typically requires significant time and resources, which could result in a diversion of resources from SVH’s existing business, which could have an adverse effect on its operations, and SVH may not be able to manage the process successfully. SVH may not successfully evaluate or utilize the acquired technology or personnel or accurately forecast the financial impact of an acquisition transaction, including accounting charges. SVH may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could adversely affect its financial condition or the value of its common stock. The sale of equity or issuance of debt to finance any such acquisitions could result in dilution to SVH’s shareholders. The incurrence of indebtedness would result in increased fixed obligations and exposure to potential unknown liabilities of the acquired business and could also include covenants or other restrictions that would impede SVH’s ability to manage its operations.

SVH’s financial results may vary significantly from period to period due to fluctuations in its operating costs, product demand and other factors.

SVH expects its period-to-period financial results to vary based on its operating costs and product demand, which it anticipates will fluctuate as it continues to design, develop and manufacture new vehicles, increase production capacity and establish or expand design, research and development, production, sales and service facilities. SVH’s revenues from period to period may fluctuate as it identifies and investigates areas of demand, adjusts volumes and adds new product derivatives based on market demand and margin opportunities, develops and introduces new vehicles or introduces existing vehicles to new markets for the first time, finetunes its inventory holding, both for raw materials as well as finished products. In addition, automotive manufacturers typically experience significant seasonality, with comparatively low sales in the first quarter and comparatively high sales in the fourth quarter, or higher demands during festive and summer seasons and lower demands during winter seasons in India, and SVH expects to continue experiencing similar seasonality when it begins scaling up commercial production of the Prana-Grand and future vehicles. SVH’s period-to-period results of operations may also fluctuate because of other factors including labor availability and costs for hourly and management personnel; profitability of its vehicles, especially in new markets; changes in interest rates; impairment of long-lived assets; macroeconomic conditions, both nationally and locally; negative publicity relating to its vehicles; changes in consumer preferences and competitive conditions; or investment in expansion to new markets. As a result of these factors, SVH believes that period-to-period comparisons of its financial results, especially in the short term, may have limited utility as an indicator of future performance. Significant variation in SVH’s performance could significantly and adversely affect the trading price of SVH Shares.

If the Merger fails to qualify as a tax-free reorganization for U.S. federal income tax purposes, then the Merger will generally be taxable to U.S. Holders of MOBV Public Shares and/or MOBV Public Warrants.

There are significant factual and legal uncertainties as to whether the Merger will qualify as a tax-free reorganization within the meaning of section 368(a) of the Code. Under section 368(a) of the Code and Treasury Regulations promulgated thereunder, an acquiring corporation must either continue, directly or indirectly through certain controlled corporations, a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. There is an absence of guidance as to how the foregoing requirement applies in the case of an acquisition of a corporation with investment-type assets, such as MOBV. Moreover, Section 367(a) of the Code and the applicable Treasury regulations promulgated thereunder provide that, where a U.S. shareholder exchanges stock or securities in a U.S. corporation for stock or securities in a non-U.S. (“foreign”) corporation in a transaction that qualifies as a reorganization, the U.S. shareholder is required to recognize any gain, but not loss, realized on such exchange unless certain additional requirements are met. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied. The Closing is not conditioned upon the receipt of an opinion of counsel that the Merger will qualify as a tax-free reorganization within the meaning of section 368(a) of the Code, and neither us nor MOBV intends to request a ruling from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax treatment of the Merger. Accordingly, no assurance can be given that the IRS will not challenge a tax-free treatment of the Merger or that such a challenge will not be sustained by a court.

If, at the Merger Effective Time, any requirement of section 368(a) of the Code is not met, then a U.S. Holder of MOBV Public Shares and/or MOBV Public Warrants will generally recognize gain or loss in an amount equal to the difference between the fair market value (as of the closing date of the Merger) of SVH Shares and/or SVH Warrants received in the Merger, over such holder’s aggregate adjusted tax basis in the corresponding MOBV Public Shares and/or MOBV Public Warrants surrendered by such holder in the Merger.

If the Merger does meet the requirements of Section 368(a) of the Code, but at the Merger Effective Time, any requirement for Section 367(a) of the Code not to impose gain on a U.S. Holder is not satisfied, then a U.S. Holder of MOBV Public Shares and/or MOBV Public Warrants generally would recognize gain (but not loss) in an amount equal to the excess, if any, of the fair market value as of the closing date of the Merger of SVH Shares and/or SVH Warrants received in the Merger, over such holder’s aggregate tax basis in the MOBV Public Shares and/or MOBV Public Warrants surrendered by such holder in the Merger.

The tax consequences of the Merger are complex and will depend on the particular circumstances of MOBV shareholders. For a more detailed discussion of the U.S. federal income tax considerations of the Merger for U.S. Holders, see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — Effects of the Merger.” U.S. Holders whose MOBV Public Shares and/or MOBV Public Warrants are being exchanged in the Merger should consult their tax advisors to determine the tax consequences thereof.

Unanticipated tax laws or any change in the application of existing tax laws to SVH or SVH’s customers may adversely impact its profitability and business.

SVH or SVM may in the future operate and become subject to income and other taxes in jurisdictions throughout the world. Existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to SVH or SVM (possibly with retroactive effect), which could require SVH or SVM to change its transfer pricing policies and pay additional tax amounts, fines or penalties, surcharges, and interest charges for past amounts due, the amounts and timing of which are difficult to discern. Existing tax laws, statutes, rules, regulations, or ordinances could also be interpreted, changed, modified, or applied adversely to SVM’s customers (possibly with retroactive effect) and, if SVM’s customers are required to pay additional surcharges, it could adversely affect demand for SVM’s vehicles. Furthermore, changes to tax laws on income, sales, use, import/export, indirect, or other tax laws, statutes, rules, regulations, or ordinances on multinational corporations continue to be considered by countries where SVM currently operates or plans to operate. These contemplated tax initiatives, if finalized and adopted by countries, and the other tax issues described above may materially and adversely impact SVM’s operating activities, transfer pricing policies, effective tax rate, deferred tax assets, operating income, and cash flows.

The IRS may not agree that SVH should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Although SVH is incorporated and tax resident in the Cayman Islands, the IRS may assert that it should be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Section 7874 of the Code. For U.S. federal income tax purposes, a corporation is generally considered a U.S. “domestic” corporation if it is created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia. Because SVH is not so created or organized (but is instead incorporated only in the Cayman Islands), it would generally be classified as a foreign corporation (that is, a corporation other than a U.S. “domestic” corporation) under these rules. Section 7874 of the Code provides an exception under which a corporation created or organized only under foreign law may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

As more fully described in the section titled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of SVH — Tax Residence of SVH for U.S. Federal Income Tax Purposes,” based on the terms of the Merger, the rules for determining share ownership under Code Section 7874 and the Treasury regulations promulgated under Code Section 7874 (the “Section 7874 Regulations”), and certain factual assumptions, SVH is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes under Code Section 7874 after the Merger. However, the application of Section 7874 of the Code is complex, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by changes in such U.S. tax laws and regulations with possible retroactive effect), and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge the status of SVH as a foreign corporation under Code Section 7874 or that such challenge would not be sustained by a court.

If the IRS were to successfully challenge under Code Section 7874 SVH’s status as a foreign corporation for U.S. federal income tax purposes, SVH and certain SVH shareholders could be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on SVH and future withholding taxes on certain SVH shareholders, depending on the application of any income tax treaty that might apply to reduce such withholding taxes. In particular, holders of SVH Shares and/or SVH Warrants would be treated as holders of stock and warrants of a U.S. corporation.

See “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of SVH — Tax Residence of SVH for U.S. Federal Income Tax Purposes” for a more detailed discussion of the application of Code Section 7874 to the Merger. Investors in SVH should consult their own advisors regarding the application of Code Section 7874 to the Merger.

Code Section 7874 may limit the ability of MOBV to use certain tax attributes following the Merger, increase SVH’s U.S. affiliates’ U.S. taxable income or have other adverse consequences to SVH and SVH’s shareholders.

Following the acquisition of a U.S. corporation by a foreign corporation, Code Section 7874 can limit the ability of the acquired U.S. corporation and its U.S. affiliates to use U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions, as well as result in certain other adverse tax consequences, even if the acquiring foreign corporation is respected as a foreign corporation for purposes of Code Section 7874. In general, if a foreign corporation acquires, directly or indirectly, substantially all of the properties held directly or indirectly by a U.S. corporation, and after the acquisition the former shareholders of the acquired U.S. corporation hold at least 60% (by either vote or value) but less than 80% (by vote and value) of the shares of the foreign acquiring corporation by reason of holding shares in the acquired U.S. corporation, subject to other requirements, certain adverse tax consequences under Section 7874 of the Code may apply.

If these rules apply to the Merger, SVH and certain of SVH’s shareholders may be subject to adverse tax consequences including, but not limited to, restrictions on the use of tax attributes with respect to “inversion gain” recognized over a 10-year period following the transaction, disqualification of dividends paid from preferential “qualified dividend income” rates and the requirement that any U.S. corporation owned by SVH include as “base erosion payments” that may be subject to a minimum U.S. federal income tax any amounts treated as reductions in gross income paid to certain related foreign persons. Furthermore, certain “disqualified individuals” (including officers and directors of a U.S. corporation) may be subject to an excise tax on certain stock-based compensation held thereby at a rate of 20%.

As more fully described in the section titled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of SVH — Utilization of MOBV’s Tax Attributes and Certain Other Adverse Tax Consequences to SVH and SVH’s Shareholders,” based on the terms of the Merger, the rules for determining share ownership under Section 7874 of the Code and the Section 7874 Regulations, and certain factual assumptions, SVH is not currently expected to be subject to these rules under Code Section 7874 after the Merger. The above determination, however, is subject to detailed regulations (the application of which is uncertain in various respects and would be impacted by future changes in such U.S. Treasury regulations, with possible retroactive effect) and is subject to certain factual uncertainties. Accordingly, there can be no assurance that the IRS will not challenge whether REE is subject to the above rules or that such a challenge would not be sustained by a court.

However, even if SVH is not subject to the above adverse consequences under Section 7874, SVH may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Merger. If SVH were to be treated as acquiring substantially all of the assets of a U.S. corporation within a 36-month period after the Merger, the Section 7874 Regulations would exclude certain shares of SVH attributable to the Merger for purposes of determining the Section 7874 Percentage (as defined in “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of SVH — Tax Residence of SVH for U.S. Federal Income Tax Purposes”) of that subsequent acquisition, making it more likely that Code Section 7874 will apply to such subsequent acquisition.

See “Material Tax Considerations — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Treatment of SVH — Utilization of MOBV’s Tax Attributes and Certain Other Adverse Tax Consequences to SVH and SVH’s Shareholders” for a more detailed discussion of the application of Code Section 7874 to the Merger. Investors in SVH should consult their own advisors regarding the application of Code Section 7874 to the Merger.

If SVH were a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. Holders that hold SVH Shares and/or SVH Warrants at any time during such taxable year could be subject to adverse United States federal income tax consequences.

If SVH is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. Holder holds SVH Shares or SVH Warrants, certain adverse U.S. federal income tax consequences may apply to such U.S. Holder. SVH does not believe that it was a PFIC for its prior taxable year and does not expect SVH to be a PFIC for U.S. federal income tax purposes for the current taxable year. However, neither SVH nor its legal counsel has made a determination with respect to SVH’s PFIC status, and the PFIC status of a company depends on the composition of the company’s income and assets and the fair market value of its assets (including goodwill) from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Accordingly, there can be no assurance that SVH will not be treated as a PFIC for any taxable year.

If SVH were treated as a PFIC for any taxable year, a U.S. Holder that holds SVH Shares and/or SVH Warrants at any time during such taxable year may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, denial of basis step-up at death, and additional reporting requirements. See “Material Tax Considerations — Material U.S. Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.”

SVH’s status as a controlled foreign corporation for U.S. federal income tax purposes could result in adverse U.S. federal income tax consequences to certain U.S. shareholders.

If a U.S. person is treated as owning (directly, indirectly, or constructively) at least 10 percent of the value or voting power of SVH Shares, such person may be treated as a “U.S. shareholder” with respect to each of SVH and any of its direct and indirect foreign affiliates that is a “controlled foreign corporation” (“CFC”) for U.S. federal income tax purposes. SVH and SVM are expected to be CFCs immediately following the Merger. In addition, as SVH will have a U.S. subsidiary after the Merger (i.e., MOBV), certain of its non-U.S. subsidiaries, including SVM, could be treated as CFCs (regardless of whether or not SVH is treated as a CFC). A U.S. shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of “subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by CFCs, regardless of whether the CFC makes any distributions. Individual U.S. shareholders of a CFC are generally not allowed certain tax deductions or foreign tax credits that are allowed to corporate U.S. shareholders. Failure to comply with applicable reporting obligations may subject a U.S. shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting. SVH cannot provide any assurance that it will assist investors in determining whether SVH or any of its non-U.S. subsidiaries is treated as a CFC or whether any investor is treated as a U.S. shareholder with respect to any such CFC or furnish to any U.S. shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. Each U.S. investor should consult its advisors regarding the potential application of these rules to an investment in SVH Shares.

If SVH Shares or the SVH Warrants are not eligible for deposit and clearing within the facilities of DTC, then transactions in the SVH Shares or the SVH Warrants may be disrupted.

The facilities of the Depository Trust Company, or “DTC,” are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. SVH expects that the SVH Shares and the SVH Warrants will be eligible for deposit and clearing within the DTC system.

DTC is not obligated to accept the SVH Shares or the SVH Warrants for deposit and clearing within its facilities in connection with the Listing and, even if DTC does initially accept the SVH Shares and the SVH Warrants, it will generally have discretion to cease to act as a depository and clearing agency for the SVH Shares or the SVH Warrants.

If DTC determines prior to the completion of the Business Combination that the SVH Shares and/or the SVH Warrants are not eligible for clearance within the DTC system, then SVH would not expect to complete the Business Combination and the Listing contemplated by this F-4 in its current form. However, if DTC determined at any time after the completion of the Business Combination and the Listing that the SVH Shares or the SVH Warrants were not eligible for continued deposit and clearance within its facilities, then SVH believes the SVH Shares and the SVH Warrants would not be eligible for continued listing on a U.S. securities exchange and trading in the shares would be disrupted. While SVH would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the market price of its SVH Shares or the SVH Warrants.

A change in SVH’s tax residency could have a negative effect on its future profitability, and may trigger taxes on dividends or exit charges.

The Organization for Economic Co-operation and Development proposed a number of measures relating to the tax treatment of multinationals, some of which are implemented by amending double tax treaties through the multilateral convention to implement tax treaty related measures to prevent base erosion and profit shifting, or the “MLI.” The MLI has now entered into force for a number of countries, including India.

SVH intends to conduct its affairs such that it will not be treated under the applicable tax authorities of jurisdictions outside of the Cayman Islands as a resident in those jurisdictions for tax purposes. However, even if SVH is managed and controlled from Cayman Islands, if SVH were to be treated under the applicable tax authorities of jurisdictions outside of the Cayman Islands as a resident in one or more jurisdictions or to have a permanent establishment in such jurisdictions, SVH could be subject to taxation in jurisdictions outside of Cayman Islands and required to comply with detailed and complex transfer pricing rules of those jurisdictions, which require that all transactions with non-resident related parties (such as transactions between SVH and one or more of its branches or offices in another jurisdiction) be priced using arm’s length pricing principles within the meaning of such rules. Potential violation of such transfer pricing rules increases the risk of SVH being subject to tax audits in those jurisdictions. Further, there being no tax treaty between India and the Cayman Islands, SVH may be subject to the provisions of the ITA, and considered to be tax resident in, or have a permanent establishment in, India, and could become liable for Indian income tax on its worldwide income.

In addition, in such circumstance any dividend declared by SVH to its shareholders may (subject to treaty relief) be subject to Indian income tax in the hands of the shareholders and consequent withholding of taxes by SVH. If SVH were found to be solely resident in India based on a mutual agreement between tax authorities, SVH would be similarly liable for Indian taxes and withholding taxes. Alternatively, if SVH were to be treated as having a permanent establishment in India but not be a tax resident in India, its income attributable to such permanent establishment would be taxed in India. Thereafter there would not be further tax in India on repatriation of such income to SVH.

It is possible that in the future, whether as a result of a “change in law” or the practice of any relevant tax authority or as a result of any change in the conduct of SVH’s business, SVH could become, or be regarded as having become, resident in a jurisdiction other than the Cayman Islands.

SVH may encounter difficulties in obtaining lower rates of Indian withholding income tax for dividends distributed from India.

Under the ITA, any dividend distribution by an Indian company to a shareholder who is not a tax resident in India is subject to withholding of tax at 20% (plus applicable surcharge and other taxes), which rate can be reduced for such non-resident shareholders who are eligible for a reduced rate under the applicable DTAA. Given that India does not have a DTAA with the Cayman Islands, and that SVH is a tax resident of the Cayman Islands, it would be subject to tax at 20% (plus applicable surcharge and other taxes) on receipt of dividends from SVH as prescribed under the ITA.

SVH shareholders may be subject to Indian taxes on income arising through the sale of their SVH Shares.

Under the ITA, income arising directly or indirectly through the sale of a capital asset, including shares of a company incorporated outside of India, will be subject to tax in India, if such shares derive, directly or indirectly, their value substantially from assets located in India, whether or not the seller of such shares has a residence, place of business, business connection, or any other presence in India. Such shares shall be deemed to derive their value substantially from assets located in India if, on the specified date, the value of such assets (i) represents at least 50% of the value of all assets owned by the company or entity, and (ii) exceeds the amount of 100 million rupees.

If the Indian tax authorities determine that SVH Shares derive their value substantially from assets located in India, shareholders in SVH may be subject to Indian income taxes on the income arising, directly or indirectly, through the sale by holders of SVH Shares. However, an exception is available under the ITA for shareholders who, either individually or along with their related parties, neither hold more than 5% of voting power of share capital in the company nor holds any right of management or control in the company, at any time in 12 months preceding the date of transfer. Similarly, the impact of the above indirect transfer provisions would need to be separately evaluated under the tax treaty scenario of the country of which the shareholder is a tax resident.

Additionally, under the provisions of GAAR in the ITA, the Indian tax authorities may declare an arrangement as an impermissible avoidance arrangement if such arrangement (i) is not entered at arm’s length, (ii) results in misuse or abuse of provisions of ITA, (iii) lacks commercial substance or (iv) the purpose of arrangement is obtaining a tax benefit. The tax consequences of the GAAR provisions, if applied to an arrangement or a transaction, could result in, but are not limited to, the denial of tax benefits under the ITA. Please refer to “Material Tax Considerations – Material Indian Income Tax Considerations” for more information.

Investors may be subject to tax at the time of conversion of warrants into shares.

As per the provisions of the ITA, where any person receives subject to certain exception any sum of money, immoveable property or any property other than immovable property for a consideration which is lower than the “fair market value” of such property by more than INR 50,000 (Indian Rupees Fifty Thousand), then the shortfall in consideration is taxable in the hands of the recipient as “Income from Other Sources” (“Other Income”) at the ordinary tax rate applicable to the relevant shareholder. The rules for determining the fair market value of shares and securities have been prescribed under the Indian Income-tax Rules, 1962. Accordingly, in case it is held that Other Income is earned by the relevant investors, such Other Income would generally be chargeable to tax at the rate of 30% (plus applicable surcharge and tax) in case of Indian resident investors and at the rate of 40% (plus applicable surcharge and tax) for foreign companies. Further, the cost of the acquisition of the shares acquired would be deemed to be the fair market value of the shares as determined above.

The above tax liability may be triggered at the time of conversion of warrants into SVH Shares by the relevant investors. Please refer to “Material Tax Considerations – Material Indian Income Tax Considerations” for more information.

Changes in India’s economic, political or social conditions or government policies could have a material and adverse effect on our business and results of operations.

Substantially all of our revenues are expected to be derived in India through SVH, in the near future and most of our activities, including all of our assembly, is currently conducted in India. Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in India. Any political instability in India, such as corruption, scandals and protests against certain economic reforms could slow the pace of liberalization and deregulation, and any change in the central government in the general election in 2024, could have a material adverse effect on the overall economic growth and political stability of India. Such developments, which may include currency exchange rates and other matters affecting investment in India, could adversely affect our business and operating results, leading to a reduction in demand for our services and solutions and adverse impact on our competitive position.

SVH may be adversely affected by the complexity, uncertainties and changes in Indian regulations concerning taxes.

The application of various Indian tax laws (such as the Taxation Laws (Amendment) Act, 2019), rules and regulations to our business, currently or in the future, is subject to interpretation by the applicable taxation authorities and future amendments. There is a risk that orders by courts and tribunals may affect SVH’s profitability in the future.

The laws, rules or regulations providing for reduced tax regimes (such as the Finance Act, 2022), incentives for manufacturing companies or those concerning foreign investment and stamp duty laws are subject to unfavorable changes or interpretations. Such amendments have the risk of SVH being deemed to be in contravention of such laws and may subject SVH to additional approval requirements. Additionally, with the introduction of General Anti-Avoidance Rules (“GAAR”) in April 2017, there is a risk that SVH may become subject to these rules in the future and may be denied certain tax benefits, among other consequences. Considering that such rules were recently introduced and taking into account the lack of precedents, the application of these rules is uncertain. If such rules were to apply to SVH in the future, they may have an adverse tax impact on SVH.

The rules and regulations regarding the new goods and services tax (“GST”) regime also continue to evolve. Any amendments may impact the rates and include new goods and services within the regime. While not all of such changes would be applicable to SVH, some of the changes (especially those relating to GST rate) and the related uncertainties with respect to the implementation of such rules and regulations may have an adverse effect on SVH’s business, results of operations, cash flows and financial condition.

SVH may be adversely affected by the complexity, uncertainties and changes in Indian regulations concerning labor and employment.

The government of India has recently passed new laws relating to social security, occupational safety, industrial relations and wages. These include the Code on Social Security, 2020, the Occupational Safety, Health and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019 and they are as recent as April 2021. While the rules for implementation under these codes have not been finalized, as an immediate consequence, the coming into force of these codes could increase the financial burden on SVH which may adversely impact our profitability.

The Supreme Court of India has, in a decision, clarified the components of basic wages which need to be considered by companies while making provident fund payments. Given its small scale as of now, SVH has not made relevant provisions providing for such components now. Any such decisions in future or any further changes in interpretation of laws may have an impact on our results of operations. SVH may incur increased costs and other burdens relating to compliance with such new requirements. This will require significant management time and other resources. Any failure to comply may adversely affect our business, results of operations and prospects.

SVH may be adversely affected by the complexity, uncertainties and changes in Indian regulations concerning import and export of goods.

As part of its initiative to promote domestic manufacturing enterprises, the Indian government has been offering reduced import duty on certain goods, including the semi-and-completely knocked down electric vehicles and raw material components (such as lithium-ion battery). SVH cannot assure you that the Ministry of Finance, Government of India, will continue to support reduced tax rates or that it will not increase tax rates in the future. Any unfavorable changes to the rules and regulations concerning imports and exports are likely to increase pricing and lower demand for SVH’s products. This could, in turn, adversely impact the business operations, cash flow and financial performance of SVH.

The unavailability, reduction or elimination of government and economic incentives or government policies which are favorable for electric vehicles and domestically produced vehicles could have a material adverse effect on our business, financial condition, operating results and prospects.

SVH’s growth in India depends significantly on the availability and amounts of economic incentives and government policies that support the growth of new energy vehicles generally and electric vehicles specifically. SVH cannot assure you that any changes to such policies would be favorable to its business. Further, (i) any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, (ii) the reduced need for such subsidies and incentives due to the perceived success of electric vehicles, (iii) fiscal tightening, or other factors may lead to diminished competitiveness of the alternative fuel vehicle industry generally or in relation to our electric vehicles. This could materially and adversely impact SVH’s operations, business, prospects, results of operations and financial condition. Further, the various incentives offered by the Indian government could also attract large Indian and global players, particularly those with expertise in the EV market, to set up large manufacturing capabilities in India. This may impact (i) SVH’s home advantage in pricing, (ii) its access to local talent and competitive labor force, (iii) its familiarity with legal and regulatory setup, (iv) language advantage, and (v) distribution, among other considerations. Such results could adversely impact our prospects and financial condition significantly.

Indian EV market is still in a nascent stage and faces infrastructure and other challenges.

SVH operates in the automotive industry, which is unregulated, with the Indian government permitting 100% foreign direct investment FDI through the automatic route. Further, the electric vehicle segment has been provided with several incentives and reduced taxation policies. Regardless of the country’s ambitious targets, India’s EV space is at a nascent stage and the government’s policies are still evolving. In addition, there is significant ground to cover. The key challenges that SVH faces in India include (i) lack of or inadequate infrastructure for charging stations, (ii) lack of affordability by a vast population and increased cost of ownership due to the need to replace battery, and (iii) general lack of awareness of engineering technology, servicing protocols, spare part availability and replacement by industry resources which may hinder mass adoption and purchase of EVs. These factors pose a threat to SVH’s business operations and financial performance.

Because SVH will become a public reporting company by means other than a traditional underwritten initial public offering, the shareholders of SVH may face additional risks and uncertainties.

Because SVH will become a public reporting company by means of consummating the business combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling SVH’s ordinary shares, and, accordingly, the shareholders of SVH will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling SVH Shares, MOBV stockholders must rely on the information included in this proxy statement/ prospectus. Although MOBV’s management conducted a due diligence review and investigation of SVH in connection with the business combination, the lack of an independent due diligence review and investigation increases the risk of investment in SVH because it may not have uncovered facts that would be important to a potential investor.

Moreover, the shareholders of SVH will not benefit from possible recourse against an underwriter for material misstatements or omissions in this prospectus or additional roles of the underwriters in a traditional underwritten initial public offering, such as the book-building process, which helps inform efficient price discovery, and underwriter support to help stabilize the public price of the new issue immediately after listing. The lack of such recourse process and support in connection with SVH Shares could result in greater potential for errors, diminished investor demand, inefficiencies in pricing and a more volatile public price for the shares during the period immediately following the listing.

In addition, because SVH will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of SVH. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of SVH than they might if SVH became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with SVH as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for SVH Shares could have an adverse effect on SVH’s ability to develop a liquid market for SVH Shares.

Until the earlier of the closing of the business combination or termination of the Business Combination Agreement, MOBV and SVH are prohibited from entering into certain transactions that might otherwise be beneficial to MOBV, SVH or their respective shareholders.

Until the earlier of the closing of the business combination or termination of the Business Combination Agreement (the “Pre-Closing Period”), MOBV and SVH are subject to certain limitations on the operations of their businesses. The limitations on MOBV’s and SVH’s conduct of their business during this period could have the effect of delaying or preventing other strategic transactions and may, in some cases, make it impossible to pursue business opportunities that are available only for a limited time.

The Sponsor, certain members of the MOBV Board and certain MOBV officers have interests in the business combination that are different from or are in addition to other stockholders in recommending that stockholders vote in favor of approval of the business combination proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering the MOBV Board’s recommendation that our stockholders vote in favor of the approval of the business combination proposal and the other proposals described in this proxy statement/prospectus, our stockholders should be aware that the Sponsor and certain directors and officers of MOBV have interests in the business combination that may be different from, or in addition to, the interests of our stockholders generally. These interests include, among other things, the following:

The personal and financial interests of the Sponsor and MOBV’s officers and directors may have influenced their motivation in identifying and selecting SVH and completing a business combination with SVH. This risk may become more acute as the deadline of February 8, 2024, for completing an initial business combination nears.

Nasdaq may not continue to list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

The MOBV Shares and MOBV Public Warrants are currently listed on the Nasdaq and we expect them to be listed on Nasdaq upon consummation of the business combination. Our continued eligibility for listing may depend on, among other things, the number of MOBV Shares that are redeemed. There can be no assurance that SVH will be able to comply with the continued listing standards of Nasdaq following the business combination. If, after the business combination, Nasdaq delists the SVH Shares from trading on its exchange for failure to meet the listing standards, MOBV’s current stockholders who do not redeem their MOBV Shares prior to the business combination could face material adverse consequences including:

The Sponsor is liable to ensure that the proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. It has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the Sponsor’s decision to approve the Transactions.

If the Transactions or another business combination are not consummated by MOBV within the completion window, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by MOBV for services rendered or contracted for or products sold to MOBV. If MOBV consummates a business combination, including the Transactions, on the other hand, MOBV will be liable for all such claims. Neither MOBV nor the Sponsor has any reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to MOBV. Please see the section entitled “Other Information Related to MOBV — Liquidation if no Business Combination” for further information. If MOBV is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the Sponsor has also agreed to advance MOBV the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expense.

These obligations of the Sponsor may have influenced the Sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Each of Peter Bilitsch, Weng Kiat Leow and Felix Heinimann, has an economic interest in shares of MOBV’s common stock and warrants to purchase shares of MOBV’s common stock through his or her ownership of membership interests in the Sponsor, but does not beneficially own any of MOBV’s common stock or warrants.

The exercise of MOBV’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in MOBV’s stockholders’ best interest.

In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Business Combination, would require MOBV to agree to amend the Business Combination Agreement, to consent to certain actions taken by SVH or to waive rights that MOBV is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of SVH’s business, a request by SVH to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on SVH’s business and would entitle MOBV to terminate the Business Combination Agreement. In any of such circumstances, it would be at MOBV’s discretion, acting through the MOBV Board, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for MOBV and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, MOBV does not believe there will be any material changes or waivers that MOBV’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. MOBV will circulate a new or amended proxy statement/prospectus or supplement thereto if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.

Shareholder litigation and regulatory inquiries and investigations are expensive and could harm MOBV’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the business combination. Any shareholder litigation and/or regulatory investigations against MOBV, whether or not resolved in MOBV’s favor, could result in substantial costs and divert MOBV’s management’s attention from other business concerns, which could adversely affect MOBV’s business and cash resources and the ultimate value MOBV Stockholders receive as a result of the business combination.

MOBV’s Sponsor, directors, officers, advisors or their affiliates may purchase MOBV Shares or MOBV Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the Transactions, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase MOBV Shares or MOBV Warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that MOBV’s Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from MOBV Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such shares purchased by MOBV’s Sponsor, directors, officers or advisors, or their affiliates will not be voted in favor of approving the Transactions. The purpose of any such purchases of shares could be to increase the likelihood of obtaining stockholder approval of the Business Combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of MOBV Warrants could be to reduce the number of MOBV Warrants outstanding or to vote such MOBV Warrants on any matters submitted to the warrant holders for approval in connection with the Transactions. Any such purchases of MOBV securities may result in the completion of the Transactions, which may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of MOBV Shares or MOBV Warrants and the number of beneficial holders of MOBV securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of MOBV securities on a national securities exchange.

If MOBV is unable to complete the Transactions or another initial business combination by May 5, 2023 (or February 5, 2024, if the Sponsor’s extensions are exercised), MOBV will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the MOBV Board, dissolving and liquidating. In such event, third parties may bring claims against MOBV and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.

Under the terms of MOBV’s current certificate of incorporation, MOBV must complete a business combination before the end of the completion window, or MOBV must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and the MOBV Board, dissolving and liquidating. MOBV’s ability to complete its initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. In such event, third parties may bring claims against MOBV. Although MOBV has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of MOBV’s public stockholders. If MOBV is unable to complete a business combination within the completion window, the executive officers have agreed they will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by MOBV for services rendered or contracted for or products sold to MOBV. However, they may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.

Additionally, if MOBV is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if MOBV otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, MOBV may not be able to return to its public stockholders at least $10.00 per share.

MOBV’s and SVH’s ability to consummate the business combination, and the operations of SVH following the business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public health emergency for the United States to aid the U.S., and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.”

The COVID-19 pandemic has resulted, and other infectious diseases could result in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the business combination, and the business of SVH following the business combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and MOBV’s and SVH’s ability to consummate the Business Combination and SVH’s financial condition and results of operations following the Business Combination may be materially adversely affected.

MOBV’s stockholders may be held liable for claims by third parties against MOBV to the extent of distributions received by them.

If MOBV is unable to complete the Transactions or another business combination within the completion window, MOBV will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and the MOBV Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. MOBV cannot assure you that it will properly assess all claims that may potentially be brought against MOBV. As such, MOBV’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, MOBV cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by MOBV.

If MOBV is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by MOBV’s stockholders. Furthermore, because MOBV intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the MOBV Board may be viewed as having breached their fiduciary duties to MOBV’s creditors and/or may have acted in bad faith, and thereby exposing itself and MOBV to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. MOBV cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing MOBV stockholders to increase the likelihood of approval of the business combination proposal and the other proposals described in this proxy statement/prospectus could have a depressive effect on MOBV’s stock.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding MOBV or its securities, the Sponsor, directors, officers, advisors or any of their respective affiliates and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire MOBV Shares or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on MOBV Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares they own, either prior to or immediately after the special meeting. As of the date of this proxy statement/prospectus, no such transactions have occurred nor are they planned to occur.

MOBV’s stockholders will experience dilution as a consequence of, among other transactions, their receipt of SVH Shares as consideration in the business combination. Having a minority share position may reduce the influence that MOBV’s current stockholders have on the management of SVH going forward.

Upon completion of the Transactions, excluding the Dilutive Interests, assuming that no stockholders redeem their MOBV Shares, we anticipate that ownership of SVH will be as follows:

These levels of ownership assume (i) that no current MOBV public stockholders exercise their redemption rights in connection with the Transactions and (ii) no exercises of warrants to purchase SVH Shares.

In comparison, assuming that 95% of MOBV’s public stockholders redeem their MOBV Shares, excluding the Dilutive Interests, we anticipate that the ownership of SVH will be as follows:

Upon completion of the Transactions, including the Dilutive Interests, assuming that no stockholders redeem their MOBV Shares, we anticipate that ownership of SVH will be as follows:

In comparison, assuming that 95% of MOBV’s public stockholders redeem their MOBV Shares, including the Dilutive Interests, we anticipate that the ownership of SVH will be as follows:

If the actual facts are different from these assumptions, the percentage ownership retained by the current MOBV stockholders in SVH will be different.

Having a minority ownership interest in SVH also may reduce the influence that MOBV’s current public stockholders have on the management of SVH. MOBV’s current stockholders, as a group, will have reduced ownership and voting power in SVH compared to their current ownership and voting power in MOBV. See the subsection entitled “The Business Combination Proposal — Impact of the Business Combination on SVH’s Public Float” and section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

A significant portion of SVH Shares following the business combination will be restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of SVH Shares to drop significantly, even if our business is doing well.

The market price of SVH Shares could decline as a result of substantial sales of common stock, particularly by our significant stockholders, a large number of shares of common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares.

At the Closing, it is anticipated that there will be outstanding (i) approximately 28,195,528 SVH Shares (assuming that no MOBV Shares are elected to be redeemed by MOBV Stockholders), and (ii) warrants to purchase approximately 10,798,300 SVH Shares.

Pursuant to the Investor Rights Agreement and the amended and restated bylaws that will be in effect after the business combination, after the consummation of the business combination and subject to certain exceptions, the holders of: (i) shares of common stock of MOBV issued as consideration pursuant to the business combination, (ii) any assumed SVH equity awards or warrants; or (iii) shares of common stock of MOBV underlying such assumed SVH equity awards or warrants, in each case, are restricted from selling or transferring any of the securities described in clauses (i), (ii) or (iii). Such restrictions begin at the Closing and end at the date that is 180 days after the Closing. Pursuant to the Investor Rights Agreement, certain SVH shareholders have agreed to the same restrictions, and the Sponsor has agreed to similar restrictions for a period of 18 months with respect to MOBV Shares and Private Warrants held by it. However, following the expiration of such lock-up periods, the Sponsor and the other lock-up parties will not be restricted from selling SVH securities held by them, other than by applicable securities laws. As a result, sales of a substantial number of SVH Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of SVH Shares.

In addition, pursuant to the Investor Rights Agreement, the Sponsor and certain other parties thereto will be entitled to, among other things, certain registration rights, including demand, piggy-back and shelf registration rights, subject to cut-back provisions. For a summary of the terms of the Investor Rights Agreement, please see the section entitled “The Business Combination Proposal — Certain Agreements Related to the Business Combination — Investor Rights Agreement.”

The Sponsor beneficially owns a significant equity interest in MOBV and may take actions that conflict with your interests.

The interests of Sponsor may not align with the interests of MOBV and its other stockholders. The Sponsor is in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with MOBV. The Sponsor and its affiliates may also pursue acquisition opportunities that may be complementary to MOBV’s business and, as a result, those acquisition opportunities may not be available to us.

We may issue additional SVH Shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of your shares.

We may issue additional SVH Shares or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or under our Incentive Plan, without stockholder approval, in a number of circumstances. Our issuance of additional SVH Shares or other equity securities of equal or senior rank could have the following effects:

We have no operating history and our results of operations and those of SVH may differ significantly from the unaudited pro forma condensed combined financial information included in this proxy statement/prospectus.

This proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for SVH. The unaudited pro forma condensed combined statement of loss of SVH combines the historical audited results of operations of MOBV.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated, or the future consolidated results of operations or financial position of SVH. Accordingly, SVH’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

MOBV and SVH have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by MOBV if the business combination is not completed.

MOBV and SVH expect to incur significant costs associated with the business combination. Even if the business combination is not completed, MOBV expects to incur approximately $2,000,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by MOBV if the business combination is not completed.

Even if MOBV consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of MOBV Warrants may be amended.

The exercise price for MOBV Warrants is $11.50 per share of MOBV Shares. There is no guarantee that the MOBV Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

If MOBV is unable to complete an initial business combination, MOBV Warrants may expire worthless.

Our ability to complete our Business Combination may be negatively impacted by general market conditions, political considerations, volatility in the capital and debt markets and the other risks. If we do not complete our Business Combination, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 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 MOBV to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to MOBV’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may receive only $10.44 per share, and our warrants will expire worthless.

MOBV and SVH will be subject to business uncertainties and contractual restrictions while the business combination is pending.

Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on MOBV and SVH. These uncertainties may impair our or SVH’s ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to delay or defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, our or SVH’s business could be harmed. Third parties may seek to change existing agreements as a result of the business combination or other reasons.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

If MOBV’s due diligence investigation of the SVH business was inadequate, then stockholders of MOBV following the business combination could lose some or all of their investment.

Even though MOBV conducted a due diligence investigation of the SVH business, MOBV cannot be sure that this diligence uncovered all material issues that may be present inside the SVH business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the SVH business and outside of its control will not later arise.

Following the consummation of the business combination, SVH’s only significant asset will be its ownership interest in the SVH business, and such ownership may not be sufficiently profitable or valuable to enable SVH to satisfy SVH’s other financial obligations. SVH does not anticipate paying any cash dividends for the foreseeable future.

Following the consummation of the business combination, SVH will have no direct operations and no significant assets other than its ownership interest in the SVH business. SVH will depend on the SVH business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company. The earnings from, or other available assets of, the SVH business may not be sufficient to pay dividends or make distributions or loans to enable SVH to pay any dividends on the common stock or satisfy its other financial obligations.

In addition, SVH has never declared or paid cash dividends on its capital stock, and it does not anticipate paying any cash dividends in the foreseeable future. SVH currently intends to retain its future earnings, if any, for the foreseeable future, to fund the development and growth of its business. Any future determination to pay dividends will be at the discretion of SVH’s board of directors and will be dependent upon its financial condition, results of operations, capital requirements, applicable contractual restrictions and such other factors as the board of directors may deem relevant. As a result, capital appreciation in the price of SVH Shares, if any, will be your only source of gain on an investment in SVH Shares.

Please see the sections titled “MOBV’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “SVH Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

Subsequent to the completion of the business combination, SVH may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on SVH’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although MOBV has conducted due diligence on the SVH business, MOBV cannot assure you that this diligence will surface all material issues that may be present in such business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the SVH business and outside of MOBV’s and SVH’s control will not later arise. As a result of these factors, SVH may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if MOBV’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with MOBV’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on MOBV’s liquidity, charges of this nature could contribute to negative market perceptions about SVH or its securities. Accordingly, any of MOBV’s stockholders who choose to remain shareholders of SVH following the business combination could suffer a reduction in the value of their shares.

Public stockholders at the time of the business combination who purchased their MOBV Units in MOBV’s IPO and do not exercise their redemption rights may pursue rescission rights and related claims.

The public stockholders may allege that some aspects of the business combination are inconsistent with the disclosure contained in the prospectus issued by MOBV in connection with the offer and sale in its IPO of units, including the structure of the proposed business combination. Consequently, a public stockholder who purchased shares in the IPO (excluding the initial stockholders) and still holds them at the time of the business combination and who does not seek to exercise redemption rights might seek rescission of the purchase of the MOBV Units such holder acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in the value of such holder’s shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. If stockholders bring successful rescission claims against MOBV, it may not have sufficient funds following the consummation of the business combination to pay such claims, or if claims are successfully brought against SVH following the consummation of the business combination, SVH’s results of operations could be adversely affected and, in any event, SVH may be required in connection with the defense of such claims to incur expenses and divert employee attention from other business matters.

A market for SVH’s securities may not continue, which would adversely affect the liquidity and price of SVH’s securities.

Following the business combination, the price of SVH’s securities may fluctuate significantly due to the market’s reaction to the business combination and general market and economic conditions. An active trading market for SVH’s securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of SVH’s securities after the business combination can vary due to general economic conditions and forecasts, SVH’s general business condition and the release of SVH’s financial reports. Additionally, if SVH’s securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of SVH’s securities may be more limited than if SVH was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of the post-merger company’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of MOBV Shares prior to the consummation of the business combination may decline. The market values of SVH’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which MOBV’s stockholders vote on the Business Combination.

Following the Business Combination, fluctuations in the price of SVH’s securities could contribute to the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment in SVH Shares, and SVH Shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of SVH Shares may not recover and may experience a further decline.

Broad market and industry factors may also impact the market price of the post-merger entity’s securities irrespective of MOBV’s or SVH’s operating performance. The stock market in general, and Nasdaq, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of SVH Shares, may not be predictable. A loss of investor confidence in the market for the stocks of the EV industry could decrease in our stock price regardless of MOBV’s or SVH’s business, prospects, financial conditions or results of operations.

If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about SVH, its business, or its market, or if they change their recommendations regarding SVH Shares adversely, then the price and trading volume of SVH Shares could decline.

The trading market for SVH Shares will be influenced by the research and reports that industry or securities analysts may publish about us, SVH’s business and operations, SVH’s market, or SVH’s competitors. Securities and industry analysts do not currently, and may never, publish research on MOBV. If no securities or industry analysts commence coverage of SVH, SVH’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover MOBV change their recommendation regarding SVH Shares adversely, or provide more favorable relative recommendations about MOBV’s SVH’s competitors, the price of SVH Shares would likely decline. If any analyst who may cover MOBV were to cease coverage of SVH or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause SVH’s share price or trading volume to decline.

There is no guarantee that an active and liquid public market for SVH Shares will develop.

MOBV is currently a blank check company and there has not been a public market for SVH Shares since it is a private company. A liquid trading market for SVH Shares may never develop. This risk will be exacerbated if there is a high level of redemptions of MOBV Public Sing hares in connection with the Closing of the Business Combination.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect SVH’s business, investments and results of operations.

SVH will be subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, SVH will be required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on SVH’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on SVH’s business and results of operations.

Legal proceedings in connection with the business combination, the outcomes of which are uncertain, could delay or prevent the completion of the business combination.

Additional lawsuits may be filed against MOBV or its directors and officers in connection with the Transactions. Defending such additional lawsuits could require MOBV to incur significant costs and draw the attention of Peter Bilitsch, MOBV’s Chief Executive Officer, and Weng Kiat (Adron) Leow, MOBV’s Chief Financial Officer (collectively, “MOBV’s management team”) away from the Transactions. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are consummated may adversely affect the combined company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the business combination from becoming effective within the agreed upon timeframe. See “The Business Combination Proposal — Litigation Relating to the Business Combination.”

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We currently qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take and will continue to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As a result, our stockholders may not have access to certain information they deem important. Upon consummation of the Transactions, SVH will continue to be an emerging growth company and intends to continue to take advantage of the exemptions described above for as long as it continues to be an emerging growth company.

We cannot predict if investors will find MOBV Shares less attractive because we rely on these exemptions. If some investors find MOBV Shares less attractive as a result, there may be a less active trading market for MOBV Shares and our stock price may be more volatile.

The Sponsor is, is controlled by, and has substantial ties with a non-U.S. person which could impact our ability to complete the Business Combination.

The Sponsor, Mobiv Pte. Ltd., a Singapore private company, was founded by Milan Vido Partners Pte. Ltd., a Singapore private company, which was founded and is owned by MOBV’s chief executive officer, Mr. Peter Bilitsch, which means MOBV may be deemed a foreign owned business at the time of the Business Combination. MOBV’s Sponsor owns approximately [23]% of the outstanding shares of MOBV. Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because the Sponsor may be considered a “foreign person” under such rules and regulations, any proposed Business Combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If the Business Combination falls within the scope of foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete its initial business combination (until February 8, 2024, 18 months from the closing of MOBV’s Initial Public Offering, if we extend the time to complete a business combination), our failure to obtain any required approvals within the requisite time period may require us to liquidate. If MOBV liquidates, its public shareholders may only receive the cash held in the trust account, and the MOBV Warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

MOBV may not be able to complete the Business Combination if it becomes subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated by MOBV, it may not be able to consummate an initial business combination.

For example, among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by CFIUS. CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate the Business Combination. Transactions with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to MOBV or SVH. In such event, MOBV may not be able to consummate the Business Combination.

As a result of these various restrictions, even though the Business Combination may be approved by the Board, a governmental or regulatory body may intervene and prevent the transaction from occurring. Moreover, the process of government review, could be lengthy. Because MOBV has only a limited time to complete a business combination, our failure to obtain any required approvals within the requisite time period may require MOBV to liquidate. If MOBV were to liquidate, its public stockholders may only receive $10.10 per share, and its warrants will expire worthless. This will also cause you to lose any potential investment opportunity in SVH and the chance of realizing future gains on your investment through any price appreciation in SVH.

MOBV may be deemed a “foreign person” under the regulations relating to CFIUS, and our failure to obtain any required approvals within the requisite time period may require us to liquidate.

The Sponsor, Mobiv Pte. Ltd., a Singapore private company, was founded by Milan Vido Partners Pte. Ltd., a Singapore private company, which was founded and is owned by MOBV’s chief executive officer, Mr. Peter Bilitsch, an individual who resides in and is a permanent resident of Malaysia and is a citizen of Germany. If CFIUS were to consider MOBV to be a “foreign person” and believe that the business of SVH may affect national security, MOBV could be subject to foreign ownership restrictions and/or CFIUS review. If SVH falls within the scope of applicable foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, MOBV may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination.

If MOBV is determined to be a “foreign person” and subject to CFIUS review, CFIUS may decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order MOBV to divest all or a portion of a U.S. business of SVH if MOBV had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any potential foreign ownership by the Sponsor.

Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because MOBV has only a limited time to complete an initial Business Combination, MOBV’s failure to obtain any required approvals within the requisite time period may require it to liquidate. If MOBV liquidates, its public stockholders may only receive $10.10 per share, and MOBV’s warrants will expire worthless. This will also cause you to lose any potential investment opportunity in the Business Combination and the chance of realizing future gains on your investment through any price appreciation in SVH.

If a stockholder fails to receive notice of MOBV’s offer to redeem MOBV Shares in connection with the business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

This proxy statement/ prospectus describes the various procedures that must be complied with in order for a holder of MOBV Shares to validly redeem its MOBV Shares. In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

The holders of MOBV Shares will be entitled to receive funds from the trust account only upon the earliest to occur of: (a) the completion of MOBV’s initial business combination, (b) the redemption of any MOBV Shares properly submitted, (b) the redemption of any MOBV Shares properly submitted in connection with a stockholder vote to amend and restate the certificate of incorporation (i) to modify the substance or timing of MOBV’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of our MOBV Shares if it does not complete its initial business combination within 18 months from the closing of its IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (c) the redemption of the MOBV Shares if MOBV is unable to complete its business combination within 18 months from the closing of its IPO, subject to applicable law. Stockholders who do not exercise their rights to the funds in connection with an amendment to MOBV’s certificate of incorporation would still have rights to the funds in connection with a subsequent business combination. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

You must tender your shares of MOBV Shares in order to validly seek redemption at the special meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your common stock certificates to MOBV’s transfer agent or to deliver your shares of common stock to the transfer agent electronically using The DTC’s DWAC System, which election would likely be determined based on the manner in which you hold your shares of common stock, in each case, by two business days prior to the special meeting. The requirement for physical or electronic delivery by two business days prior to the special meeting ensures that a redeeming holder’s election to redeem is irrevocable once the business combination is approved. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the business combination.

MOBV does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of MOBV’s stockholders do not agree.

MOBV’s existing charter does not provide a specified maximum redemption threshold, except that MOBV will not redeem public shares in an amount that would cause MOBV’s net tangible assets to be less than $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act). However, the Business Combination Agreement provides that MOBV’s and SVH’s respective obligations to consummate the business combination are conditioned on MOBV having at least $5,000,001 of net tangible assets as of the Closing. As a result, MOBV may be able to complete the business combination even though a substantial portion of public stockholders do not agree with the transaction and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to Sponsor, directors or officers or their affiliates. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares by MOBV or the persons described above have been entered into with any such investor or holder. MOBV will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or other proposals (as described in this proxy statement/prospectus) at the special meeting.

In the event that the aggregate cash consideration that MOBV would be required to pay for all shares of MOBV Shares that are validly submitted for redemption, plus any amount required to satisfy the foregoing cash condition pursuant to the terms of the Business Combination Agreement, exceeds the aggregate amount of cash available to MOBV, MOBV may not complete the business combination or redeem any shares, all shares of MOBV Shares submitted for redemption will be returned to the holders thereof and MOBV may instead search for an alternate business combination.

If MOBV’s stockholders fail to properly demand redemption rights, they will not be entitled to redeem their public shares for a pro rata portion of the trust account.

Stockholders holding public shares may demand that MOBV redeem their public shares for a pro rata portion of the trust account, calculated as of two business days prior to the MOBV Special Meeting. Stockholders who seek to exercise this redemption right must deliver their MOBV Shares (either physically or electronically) to the Transfer Agent prior to the vote at the special meeting. Any stockholder who fails to properly demand redemption rights will not be entitled to redeem his, her or its public shares for a pro rata portion of the trust account.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.

A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of MOBV Shares included in the units sold in the MOBV IPO unless such stockholder first obtains MOBV’s prior consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, MOBV will require each public stockholder seeking to exercise redemption rights to certify to MOBV whether such stockholder is acting in concert or as a group with any other stockholder. Such certifications, together with other public information relating to stock ownership available to MOBV at that time, such as Schedule 13D, Schedule 13G and Section 16 filings under the Exchange Act, will be the sole basis on which MOBV makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over MOBV’s ability to consummate the business combination and you could suffer a material loss on your investment in MOBV if you sell such excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if MOBV consummates the business combination. As a result, you will continue to hold that number of shares aggregating to more than 15% of the shares sold in the MOBV IPO and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. MOBV cannot assure you that the value of such excess shares will appreciate over time following the business combination or that the market price of MOBV Shares will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge MOBV’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, MOBV’s stockholders’ ability to vote all of their shares (including such excess shares) for or against the business combination is not restricted by this limitation on redemption.

The Sponsor and MOBV’s directors, officers, advisors or their affiliates may elect to purchase MOBV Shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of MOBV Shares.

	Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS	2
FINANCIAL STATEMENT PRESENTATION	3
EXCHANGE RATE PRESENTATION	4
INDUSTRY AND MARKET DATA	5
TRADEMARKS, TRADE NAMES AND SERVICE MARKS	6
FREQUENTLY USED TERMS	7
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING	11
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	22
MOBV’S SELECTED HISTORICAL FINANCIAL INFORMATION	32
SVH’S SELECTED HISTORICAL FINANCIAL INFORMATION	33
RISK FACTORS	36
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	87
THE MOBV SPECIAL MEETING	88
THE BUSINESS COMBINATION PROPOSAL	91
MATERIAL TAX CONSIDERATIONS	124
THE ADJOURNMENT PROPOSAL	140
INFORMATION RELATED TO MOBV	141
INFORMATION RELATED TO SVH	151
MOBV MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	152
SVH’S BUSINESS	155
MANAGEMENT OF SVH FOLLOWING THE BUSINESS COMBINATION	171
SVH MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	177
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	190
DESCRIPTION OF SVH’S MATERIAL INDEBTEDNESS	200
BENEFICIAL OWNERSHIP OF SECURITIES	201
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	204
DESCRIPTION OF SVH SECURITIES	209
COMPARISON OF SHAREHOLDERS’ RIGHTS	211
PRICE RANGE OF SECURITIES AND DIVIDENDS	220
APPRAISAL RIGHTS	221
ANNUAL MEETING SHAREHOLDER PROPOSALS	222
OTHER SHAREHOLDER COMMUNICATIONS	223
LEGAL MATTERS	224
EXPERTS	225
DELIVERY OF DOCUMENTS TO SHAREHOLDERS	226
ENFORCEMENT OF JUDGMENTS	227
TRANSFER AGENT AND REGISTRAR	228
WHERE YOU CAN FIND MORE INFORMATION	229
INDEX TO FINANCIAL STATEMENTS	F-1

Annex A: Business Combination Agreement	A-1
Annex B: Transaction Support Agreement	B-1
Annex C: Sponsor Letter Agreement	C-1
Annex D: Form of Exchange Agreement	D-1
Annex E: Form of Lock-up Agreement	E-1
Annex F: Registration Rights Agreement	F-1
Annex G: Marshall & Stevens’ Fairness Opinion	G-1
Annex H: Form of SVH Amended and Restated Memorandum of Association	H-1

Q. Why am I receiving this proxy statement/ prospectus?		MOBV, SVH, and other parties have agreed to the Business Combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus and attached hereto as Annex A. The Business Combination Agreement provides that, among other things, in connection with the Closing, the parties thereto will undertake a series of Transactions pursuant to which Merger Sub will merge with and into MOBV, with MOBV surviving the Merger as a wholly owned subsidiary of SVH.

		This proxy statement/prospectus, including its annexes, contain important information about the proposed Business Combination and the other matters to be acted upon at the MOBV Special Meeting. You should read this proxy statement/prospectus, including its annexes, carefully and in their entirety.

Q. What is being voted on at the MOBV Special Meeting?		At the MOBV Special Meeting, MOBV is asking MOBV Stockholders to consider and vote upon the following proposals: *The Business Combination Proposal* - to vote to adopt the Business Combination Agreement and approve the Transactions contemplated thereby. See the sections titled “The Business Combination Proposal”.

		*The Adjournment Proposal* - to consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation of proxies in the event, based on the tabulated votes, there are not sufficient votes to authorize MOBV to consummate the Business Combination and each other matter to be considered at the MOBV Special Meeting. See the section entitled “The Adjournment Proposal.”

		MOBV will hold the MOBV Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the MOBV Special Meeting. MOBV Stockholders should read it carefully.

		The vote of the MOBV Stockholders is important. The MOBV Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

		In evaluating the Business Combination, MOBV’s Board consulted with MOBV’s management, legal, fairness opinion and financial advisors including Marshall & Stevens Transaction Advisory Services LLC (“Marshall & Stevens”) and EF Hutton, division of Benchmark Investments, LLC. MOBV’s Board reviewed various industry and financial data in order to determine that the consideration to be paid was reasonable and that the Business Combination was in the best interests of the MOBV Stockholders.

		The financial data reviewed included the historical and projected consolidated financial statements of the Company, comparable company multiple analyses, and a discounted cash flow analysis. The MOBV Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to approve the entry into the Business Combination Agreement and the Transactions contemplated thereby, including but not limited to, the material factors described in the section entitled “The Business Combination—MOBV’s Board’s Reasons for the Business Combination”.

Q. What will happen in the Business Combination?		Prior to the completion of the Transactions contemplated by the Business Combination Agreement, (i) Merger Sub shall be a wholly-owned subsidiary of SVH and (ii) SVH shall be an independent entity wholly-owned by a third-party. At Closing, pursuant to the terms of the Business Combination Agreement, Merger Sub will merge with and into MOBV, with MOBV surviving the Merger as a wholly owned subsidiary of SVH.

		As a result of the Merger, at the Merger Effective Time (i) all the assets and liabilities of MOBV and Merger Sub shall vest in and become the assets and liabilities of MOBV as the surviving company, and MOBV shall thereafter exist as a wholly-owned subsidiary of SVH, (ii) each share of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall automatically be cancelled and shall cease to exist, (iii) the board of directors and executive officers of Merger Sub shall resign, and the board of directors and executive officers of SVH will be the board of directors and executive officers of MOBV, and (iv) each issued and outstanding MOBV Security immediately prior to the Merger Effective Time shall be cancelled in exchange for the issuance of certain SVH Shares as set out below. See “Summary of the Proxy Statement/Prospectus” for further details.

Q. Did MOBV obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?		Yes. MOBV retained Marshall & Stevens to provide to the MOBV board of directors an evaluation of the fairness, from a financial point of view, to MOBV of the consideration to be received by MOBV in consideration of the issuance of its equity securities to the equity holders of SVH in connection with the anticipated Business Combination. See the section entitled “The Business Combination Proposal - Summary of Marshall & Stevens’ Fairness Opinion,” and a copy of the full fairness opinion of Marshall & Stevens attached hereto as Annex G for more details.

Q. Will the management of SVH change in the Business Combination?		Yes. SVH expects to enter into employment agreements with Mohanraj Ramasamy as Chief Executive Officer, Weng Kiat (Adron) Leow as CFO, Ramakrishnan V as General Manager – Production, [●],[●] and [●], who are expected to serve as SVH’s executive officers upon consummation of the Business Combination.

		SVH currently has two directors, Mohanraj Ramasamy and Sharmila Mohanraj. During the initial post-Closing period, the board of directors of SVH shall be composed of up to seven members, four of whom shall be considered independent under Nasdaq requirements, as follows: (i) up to six directors will be designated prior to or promptly following the Closing by SVH, acting in its sole discretion, and (ii) one director will be designated prior to Closing by MOBV, acting in its sole discretion, who, as of the Closing Date, shall be Peter Bilitsch. See “Management of SVH Following the Business Combination” for further details.

Q. What will be the relative equity stakes be of the MOBV Stockholders and SVH Shareholders in SVH upon completion of the Business Combination?		Upon consummation of the Business Combination, SVH will become a new publicly listed company and each of MOBV and SVM will become subsidiaries of SVH. Following the Merger, the MOBV Stockholders will hold equity ownership stakes in SVH. The Business Combination Agreement allows SVH to obtain additional financing, which may dilute the MOBV Stockholders. See the section entitled “Summary of the Proxy Statement/Prospectus – Voting Power, Implied Ownership and Implied Share Values of SVH Upon Consummation of the Business Combination” for additional information.

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?		The U.S. federal income tax consequences of exercising your redemption rights are complex and depend on your particular facts and circumstances. See the section entitled “Material Tax Considerations —Material U.S. Federal Income Tax Considerations — U.S. Holders Exercising Redemption Rights with Respect to MOBV Shares” or “Material Tax Considerations —Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Non-U.S. Holders Exercising Redemption Rights with Respect to MOBV Public Shares” for additional information. If you are a holder of MOBV Public Shares contemplating exercise of your redemption rights, you are urged to consult your own tax advisor to determine the tax consequences thereof.

Q. What conditions must be satisfied to complete the Business Combination?		In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.”

Q. How many votes do I have at the MOBV Special Meeting?		MOBV Stockholders will have one vote for each MOBV Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. As of the close of business on the Records Date, there were shares of common stock, comprised of shares of Class A common stock and shares of Class B common stock, of MOBV issued and outstanding.

Q. What vote is required to approve the proposals presented at the MOBV Special Meeting?		Approval of the Business Combination Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the outstanding MOBV Shares present and entitled to vote on those respective proposals at the MOBV Special Meeting. An abstention with respect to any of the foregoing proposals will count as a vote against the proposal.

Q. What constitutes a quorum at the MOBV Special Meeting?		The presence, in person or by proxy, at the MOBV Special Meeting of the holders of shares of outstanding capital stock of MOBV representing a majority of the voting power of all outstanding shares of capital stock of MOBV entitled to vote at the MOBV Special Meeting shall constitute a quorum for the transaction of business at the MOBV Special Meeting.

Q. Do I have redemption rights?		If you are a holder of MOBV Shares, you have the right to demand that MOBV redeem such shares for a pro rata portion of the cash held in MOBV’s Trust Account, including interest earned on the trust account, less certain expenses. MOBV sometimes refers to these rights to demand redemption of the MOBV Shares as “redemption rights.”

	By Order of the Board of Directors

	Peter Bilitsch
	Chief Executive Officer & Director

		Under the current amended and restated certificate of incorporation of MOBV, the Business Combination may be consummated only if MOBV has at least $5,000,001 of net tangible assets after giving effect to all redemptions of MOBV Shares. If redemptions exceed the maximum redemption scenario described herein, MOBV will need to seek additional debt or equity financing, which may only be obtained with the prior written consent of the parties to the Business Combination Agreement.

Q. Will how I vote affect my ability to exercise redemption rights?		No. You may exercise your redemption rights regardless of whether you vote, or if you vote, irrespective of whether you vote “FOR” or AGAINST,” or if you abstain from voting, on the Business Combination Proposal or the Adjournment Proposal. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their MOBV Shares and no longer remain MOBV stockholders, leaving stockholders who choose not to redeem their MOBV Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q. How do I exercise my redemption rights?		If you are a MOBV Stockholder, and wish to exercise your redemption rights, you must (i) if you hold your MOBV Shares through MOBV Units, elect to separate your MOBV Units into the underlying MOBV Shares and MOBV Warrants and (ii) prior to p.m., Eastern Time, on , 2023, (a) submit a written request to the MOBV Transfer Agent, that MOBV redeem your MOBV Shares for cash and (b) deliver your MOBV Shares to the MOBV’s Transfer Agent, physically or electronically using the Depository Trust Company’s, or “DTC,” DWAC System. Any holder of MOBV Shares will be entitled to demand that such holder’s MOBV Shares be redeemed for a full pro rata portion of the amount then in the Trust Account, including interest earned on the Trust Account (which, for illustrative purposes, was approximately $ , or $ per public share, as of , 2023). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination.

		Any request for redemption, once made by a holder of MOBV Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with MOBV’s consent, until the Closing. If you deliver your MOBV Shares for redemption to the MOBV Transfer Agent, and later decide to withdraw such request prior to the deadline for submitting redemption requests, you may request that the MOBV Transfer Agent, return the shares (physically or electronically). You may make such request by contacting the MOBV Transfer Agent, at the address listed at the end of this section.

		Any corrected or changed proxy card or written demand of redemption rights must be received by the MOBV Transfer Agent, prior to the vote taken on the Business Combination Proposal at the MOBV Special Meeting. No demand for redemption will be honored unless the holder’s MOBV Shares have been delivered (either physically or electronically) to the MOBV Transfer Agent, prior to the deadline for submitting redemption requests.

		If the redemption demand is properly made as described above, then, if the Business Combination is consummated, MOBV will redeem these MOBV Shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your MOBV Shares for cash and will not be entitled to ordinary shares of SVH upon consummation of the Business Combination.

		If you are a holder of MOBV Shares and you exercise your redemption rights, it will not result in the loss of any warrants that you may hold. Your warrants will become exercisable to purchase one SVH Share in lieu of one MOBV Share for a purchase price of $11.50 upon consummation of the Business Combination.

Q. Do I have appraisal rights if I object to the proposed Business Combination?		No holders of MOBV Shares have appraisal rights under the DGCL in connection with the Merger or Business Combination.

Q. What happens if the Business Combination is not consummated?		If MOBV does not complete an initial business combination by February 8, 2024 (18 months from the closing of the Initial Public Offering) which includes, at the election of the Sponsor, up to 9 one-month extensions beyond the initial nine (9) months, which initial nine (9) months ended on May 8, 2023, we will redeem 100% of the MOBV 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding MOBV Public Shares, subject to applicable law and certain conditions as further described in the Registration Statement

Q. When do you expect the Business Combination to be completed?		The Business Combination will be consummated three (3) business days following the satisfaction, or waiver, of the conditions precedent to Closing set forth in the Business Combination Agreement, including the approval of the Business Combination Proposal by the MOBV Stockholders. For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing.”

Q. What do I need to do now?		MOBV urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of MOBV. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q. How do I vote?		If you are a holder of record of MOBV Shares on the Record Date, you may vote in person at the meeting or by submitting a proxy for the meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. Any stockholder wishing to attend the hybrid virtual meeting should register for the meeting by , 2023.

		To register for the meeting, please follow these instructions as applicable to the nature of your ownership of MOBV Shares:

	●	If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the hybrid virtual meeting, go to https://[●], enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

	●	Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the hybrid virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the hybrid virtual meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the hybrid virtual meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Q. May I change my vote after I have mailed my signed proxy card?		Yes. You may change your vote by sending a later-dated, signed proxy card to MOBV’s secretary at the address listed below so that it is received by MOBV’s secretary prior to the MOBV Special Meeting or attend the MOBV Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to MOBV’s secretary, which must be received by MOBV’s secretary prior to the MOBV Special Meeting.

Q. What happens if I fail to take any action with respect to the MOBV Special Meeting?		If you fail to take any action with respect to the MOBV Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of SVH upon consummation of the Business Combination. If you fail to take any action with respect to the meeting and the Business Combination Proposal is not approved, you will continue to be a stockholder of MOBV.

Q. What should I do if I receive more than one set of voting materials?		Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your MOBV Shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold MOBV Shares. If you are a holder of record and your MOBV Shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your MOBV Shares.

Q. What happens if I sell my MOBV Shares before the MOBV Special Meeting?		The Record Date for the MOBV Special Meeting for MOBV stockholders that hold their shares in “street name” is earlier than the date that the Business Combination is expected to be completed. If you transfer your MOBV Shares after the record date for MOBV stockholders that hold their shares in “street name,” but before the MOBV Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the MOBV Special Meeting. However, you will not be able to seek redemption of your MOBV Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your MOBV Shares prior to the record date for MOBV stockholders that hold their shares in “street name,” you will have no right to vote those shares at the MOBV Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

	●	Such Sponsor, directors, officers, advisors or affiliates would do so at a price no higher than the price offered through our redemption process;

	●	such purchased shares would not be voted in favor of approving the Business Combination;

	●	such Sponsor, directors, officers, advisors or affiliates would not possess any redemption rights with respect to such purchased shares or, if they do acquire and possess redemption rights, they would waive such rights; and

	●	MOBV would disclose in a Current Report on Form 8-K, before the Special Meeting, the following:

	○	the amount of our securities purchased outside of the redemption offer by the Sponsor, directors, officers, advisors or any of their respective affiliates, along with the purchase price;
	○	the purpose of such purchases;
	○	the impact, if any, of such purchases on the likelihood that the Business Combination will be approved;
	○	the identities of MOBV’s selling stockholders for such purchases (if not purchased on the open market) or the nature of MOBV’s stockholders (e.g., 5% stockholders) who sold to the Sponsor, directors, officers, advisors or any of their respective affiliates; and
	○	the number of MOBV Shares for which we have received redemption requests pursuant to the redemption offer.

		You may also contact the proxy solicitor for MOBV at: [●]

		To obtain timely delivery, MOBV stockholders must request the materials no later than , 2023, or five business days prior to the MOBV Special Meeting.

		You may also obtain additional information about MOBV from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

		If you intend to seek redemption of your MOBV Shares, you will need to send a letter demanding redemption and deliver your MOBV Shares (either physically or electronically) to the MOBV Transfer Agent prior to the MOBV Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your MOBV Shares, please contact the MOBV Transfer Agent:

Balance Sheet Data:	March 31, 2023 (Audited)			March 31, 2022 (Audited)
Cash and marketable securities	$	35,793		$	90,485
Total assets	$	711,379		$	1,074,669
Total liabilities	$	1,217,937		$	977,566
Common stock	$	191,477		$	191,408
Share Premium	$	149,614		$	124,682
Profit on Consolidation	$	87,756		$	87,756
Non Controlling Interest	$	(14,979	)	$	5,696
Other Comprehensive income	$	51,057		$	4,771
Accumulated deficit	$	(971,483	)	$	(317,210	)

Income Statement Data:	For the year ended March 31, 2023 (Audited)			For the year ended March 31, 2022 (Audited)
Revenue	$	112,409		$	239,971
Cost of revenue	$	(246,504	)	$	(201,717	)
Gross profit	$	(134,095	)	$	38,254
Loss from operations $	$	(566,532	)	$	(359,122	)
Net income (loss) $	$	(674,948	)	$	(382,316	)
Weighted average shares outstanding, common stock		19,145,415			15,155,318
Basic and diluted net loss per share $	$	(0.04	)	$	(0.03	)

	Pro Forma Combined
	No Redemption Scenario			50% of Maximum Redemption Scenario			Maximum Redemption Scenario
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended March 31, 2023
Net loss	$	(66,837,376	)		(66,837,376	)	$	(66,837,376	)
Net loss per share – basic and diluted	$	(2.37	)		(2.81	)	$	(3.46	)
Weighted average shares outstanding – basic and diluted		28,195,528			23,750,181			19,304,833

Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of March 31, 2023
Total assets	$	98,803,945			52,413,106		$	6,022,268
Total liabilities	$	71,940,284			71,940,284		$	71,940,284
Total equity	$	26,863,661			(19,527,177	)	$	(65,918,016	)

	●	successfully scale commercial production and sales on the schedule and with the specifications SVH had planned;
	●	hire, integrate and retain professional and technical talent, including key members of management;
	●	continue to make significant investments in research, development, assembly, manufacturing, marketing, and sales;
	●	successfully obtain, maintain, protect and enforce its intellectual property and defend against claims of intellectual property infringement, misappropriation or other violations;
	●	build a well-recognized and respected brand;
	●	establish and refine its commercial manufacturing capabilities and distribution infrastructure;
	●	establish and maintain satisfactory arrangements with third-party suppliers;
	●	establish and expand a customer base;
	●	navigate an evolving and complex regulatory environment;
	●	anticipate and adapt to changing market conditions, including consumer demand for certain vehicle types, models or trim levels, technological developments, and changes in competitive landscape; and
	●	successfully design, build, manufacture, and market new models of electric vehicles to follow the Prana–Grand launch.

	●	a limited availability of market quotations for SVH’s securities;

	●	reduced liquidity for SVH’s securities;

	●	a determination that SVH’s common stock is a “penny stock” which will require brokers trading in such securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for SVH’s securities;

	●	a limited amount of news and analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	current SVH shareholders (without taking into account shares of SVH Shares issuable to holders of SVH Awards) are expected to hold an ownership interest of 53% of the issued and outstanding SVH Shares,

	●	the Sponsor and other stockholders is expected to hold an ownership interest of 12% of the issued and outstanding SVH Shares, and

	●	MOBV’s current public stockholders will retain an ownership interest of 35% of the issued and outstanding SVH Shares.

	●	your proportionate ownership interest in SVH will decrease;

	●	the relative voting strength of each previously outstanding share of common stock may be diminished; or

	●	the market price of our shares of SVH stock may decline.

	●	changes in the valuation of our deferred tax assets and liabilities;

	●	expected timing and amount of the release of any tax valuation allowances;

	●	tax effects of stock-based compensation;

	●	costs related to intercompany restructurings;

	●	changes in tax laws, regulations or interpretations thereof; or

	●	lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

	●	actual or anticipated fluctuations in SVH’s financial results or the financial results of companies perceived to be similar to SVH;

	●	changes in the market’s expectations regarding SVH’s operating results;

	●	success of competitors;

	●	SVH’s operating results failing to meet the expectations of securities analysts or investors in a particular period;

	●	changes in financial estimates and recommendations by securities analysts concerning SVH or the industries in which SVH operates in general;

	●	operating and share price performance of other companies that investors deem comparable to SVH;

	●	changes in laws and regulations affecting SVH’s business;

	●	commencement of, or involvement in, litigation involving SVH;

	●	changes in SVH’s capital structure, such as future issuances of securities or the incurrence of additional debt;

	●	the volume of SVH Shares available for public sale;

	●	any major change in SVH’s board or management;

	●	sales of substantial amounts of SVH Shares by SVH’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

	●	general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

	●	you may not be able to liquidate your investment in SVH Shares;

	●	you may not be able to resell your SVH Shares at or above the price attributed to them in the business combination;

	●	the market price of SVH Shares may experience significant price volatility; and

	●	there may be less efficiency in carrying out your purchase and sale orders for SVH Shares.