Item 2.01 Completion of Acquisition or Disposition of Assets

As a result of the Merger, Telenav became a wholly owned subsidiary of V99 and each issued and outstanding share of Telenav common stock, par value $0.001 per share, outstanding as of immediately prior to the Effective Time (other than Cancelled Shares) was cancelled and automatically converted into the right to receive $4.80 in cash, without interest thereon (the "Merger Consideration").

Additionally, at the Effective Time, each:





    (x)  Stock Option that was outstanding and unexercised as of immediately prior
         to the Effective Time was cancelled and terminated at the Effective Time
         for no consideration;




    (y)  Company RSU Award (or portion thereof) that was outstanding and vested as
         of immediately prior to the Effective Time but which had not settled into
         shares of Company Common Stock was cancelled and converted into the right
         to receive an amount in cash, without interest, equal to the Merger
         Consideration for each share of Common Stock otherwise deliverable in
         settlement of such vested Company RSU Award (or portion thereof), less
         any taxes required to be withheld; and




    (z)  Company RSU Award (or portion thereof) that was unvested, outstanding and
         unsettled immediately prior to the Effective Time was cancelled and
         converted into the unfunded, unsecured right to receive an amount in
         cash, without interest, equal to the Merger Consideration (less any taxes
         required to be withheld), subject to the holder's satisfaction of any
         time-based vesting terms (including any accelerated vesting in connection
         with a termination of service) that applied with respect to the
         underlying Company RSU Award immediately prior to the Effective Time.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to (i) the other items of this Current Report on Form 8-K and (ii) the Merger Agreement, which is filed herewith as Exhibit 2.1 and is incorporated by reference herein.

ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The information set forth under Item 2.01 is incorporated herein by reference.

In connection with the closing of the Merger, Telenav notified the NASDAQ Global Market ("NASDAQ") on February 17, 2021 that each outstanding share of Telenav common stock (except as described in Item 2.01 hereof) was converted pursuant to the Merger Agreement as described under Item 2.01, and Telenav requested that NASDAQ file a Form 25 with the Securities and Exchange Commission (the "SEC") to remove the Telenav common stock from listing on NASDAQ and deregister the NASDAQ common stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.

ITEM 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 2.01 and Item 3.01is incorporated herein by reference.

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Pursuant to the Merger Agreement and in connection with the consummation of the Merger, each outstanding share of Telenav common stock (except as described in Item 2.01 hereof) was converted into the right to receive the Merger Consideration.

ITEM 5.01 Changes in Control of Registrant.

The information set forth under Item 2.01, Item 3.01 and Item 5.02 is incorporated herein by reference.

As a result of the Merger, a change in control of Telenav occurred, and Telenav became a wholly owned subsidiary of V99. The total amount of consideration payable at the closing of the Merger to Telenav's equityholders in connection with the Merger was approximately $232 million. The funds used by V99 and Merger Sub to consummate the Merger and complete the related transactions came from the proceeds received pursuant to a term loan facility under that certain Credit Agreement (the "Credit Agreement"), dated as of February 17, 2021, by and among Merger Sub, as borrower, the guarantors party thereto, and H.P. Jin and Digital Mobile Venture Limited as lenders. Upon consummation of the Merger, Telenav became the borrower under the Credit Agreement as successor to Merger Sub and certain of Telenav's subsidiaries became a guarantor thereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

The information set forth under Item 2.01 is incorporated herein by reference.

Effective as of the closing of the Merger, H.P. Jin, who was the sole director of Merger Sub, became the sole director of Telenav. The following persons, who were directors of Telenav immediately prior to the closing of the Merger, are no longer directors of Telenav: Samuel Chen, Doug Miller, Randy Ortiz and Wes Cummins.

The officers of Telenav as of immediately prior to the closing of the Merger remain the officers of Telenav.

Item 8.01 Other Events

On February 17, 2021, Telenav issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 2.1          Agreement and Plan of Merger, dated as of November 2, 2020 (as
            amended December 17, 2020) by and among V99, Inc., Telenav99, Inc. and
            Telenav, Inc. (incorporated by reference to Exhibit 2.1 to the Current
            Report on Form 8-K of Telenav, Inc., filed on November 3, 2020 and
            Exhibit 2.1 to the Current Report on Form 8-K of Telenav, Inc., filed
            on December 18, 2020).*

99.1          Press Release of Telenav, Inc. dated February 17, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

Telenav hereby undertakes to furnish supplementally copies of any of the

omitted schedules upon request by the SEC.

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