Units, each consisting of one share of Class A common stock, par value $0.000001 per share, and one warrant to acquire one share of Class A common false 0001931691 0001931691 2023-01-27 2023-01-27 0001931691 us-gaap:CommonClassAMember 2023-01-27 2023-01-27 0001931691 us-gaap:CapitalUnitClassAMember 2023-01-27 2023-01-27 0001931691 mobv:PrivatePlacementUnitsMember 2023-01-27 2023-01-27

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 27, 2023

 

 

MOBIV ACQUISITION CORP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41464   87-4345206

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

850 Library Avenue, Suite 204

Newark, Delaware 19711

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (302) 738-6680

Not Applicable

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

 

 

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock, par value $0.000001 per share, and one warrant to acquire one share of Class A common stock   MOBVU   The Nasdaq Stock Market LLC
Class A common stock included as part of the Units   MOBV   The Nasdaq Stock Market LLC
Warrants included as part of the Units   MOBVW   The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

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

 

☐

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

 

☐

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

 

☐

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

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

Emerging growth company  ☒

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

 

 

 

Item 1.01.

Entry Into a Material Definitive Agreement.

On January 27, 2023, Mobiv Acquisition Corp. (the “Company”) entered into that certain Amendment No. 1 (the “Amendment”) to the Underwriting Agreement, dated August 23, 2022 (the “Underwriting Agreement”) with EF Hutton, a Division of Benchmark Investments, Inc. (“EF Hutton”).

Pursuant to the terms of the Amendment, EF Hutton and the Company have agreed to amend the Underwriting Agreement to replace EF Hutton’s existing right of first refusal under the Underwriting Agreement with a right of participation, for the period commencing on date of the closing of a business combination until the six (6) month anniversary thereof, as an investment banker, joint book-runner, and/or placement agent for no less than thirty percent (30%) of the total economics for each and every domestic U.S. public and private equity and equity-linked offering of the Company.

A copy of the Amendment to the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by referenced herein.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits

EXHIBIT INDEX

 

Exhibit
No.		    Description
1.1    Amendment No. 1 to the Underwriting Agreement, dated January 27, 2023.
104    Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MOBIV ACQUISITION CORP.
By:  

/s/ Peter Bilitsch

Name:   Peter Bilitsch
Title:   Chief Executive Officer

Dated: January 31, 2023

Exhibit 1.1

 

  LOGO    PERSONAL AND CONFIDENTIAL

January 27, 2023

Mobiv Acquisition Corp.

Peter Bilitsch, CEO

850 Library Avenue, Suite 204

Newark, Delaware 19711

Dear Mr. Bilitsch:

This Amendment No. 1, dated January 27, 2023, amends that certain Underwriting Agreement, dated August 3, 2022 (the “UA”), by and between EF Hutton, division of Benchmark Investments, Inc. (“EF Hutton” or the “Representative”) and Mobiv Acquisition Corp., a company incorporated under the laws of the State of Delaware (the “Company” and, together with the Representative, the “Parties”). Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the U.

WHEREAS, the Parties desire to amend Section 3.33 “Right of First Refusal” of the UA.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to amend the UA as follows:

1. Section 3.33 of the UA is hereby amended and replaced in its entirety to read as follows:

“Right of Participation. For the period commencing on the date of the closing of a Business Combination until the six (6) month anniversary of the closing of a Business Combination (the “Right of Participation Period”), EF Hutton shall have an irrevocable right of participation (the “Right of Participation”) to act as an investment banker, joint book-runner, and/or placement agent, at EF Hutton’s sole discretion, for no less than thirty percent (30%) of the total economics for each and every domestic US public and private equity and equity-linked offering consummated during the Right of Participation Period (each, a “Subject Transaction”), of the Company, or any successor to or any current or future subsidiary of the Company, on commercially customary terms and conditions for such Subject Transactions. For the avoidance of doubt, EF Hutton shall have no Right of Participation for any debt offerings consummated during the Right of Participation Period and shall have no Right of Participation prior to the Right of Participation Period. Notwithstanding the foregoing, EF Hutton shall have a Right of Participation for equity linked debt offerings solely during the Right of Participation Period.”

2. All other terms of the UA shall remain in full force and effect. The UA, as amended by this Amendment No. 1, constitutes the entire agreement between the parties with respect to the subject matter thereof. To the extent any provision of the UA is inconsistent with this Amendment No. 1, this Amendment No. 1 shall control.

3. This Amendment No. 1 may be executed in one or more counterparts and by facsimile or pdf copy, each of which shall be deemed an original but both of which together shall constitute one and the same instrument.

4. This Amendment No. 1 is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid and enforceable in the State of New York without regard to its choice or conflict of law principles.

[Signature page to follow]

 

1

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

Very truly yours,

EF HUTTON,

division of Benchmark Investments, Inc.

 

By:  

/s/ Sam Fleischman

Name:

Title:

  

Sam Fleischman

Supervisory Principal

Accepted and Agreed to as of

the date first written above:

 

Mobiv Acquisition Corp.
By:  

/s/ Peter Bilitsch

Name:   Peter Bilitsch

Title:

   Chief Executive Officer

 

2