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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): February 5, 2021

Date of Report (Date of earliest event reported): December 17, 2020

TELENAV, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34720	77-0521800
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4655 Great America Parkway, Suite 300

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

(408) 245-3800

(Registrant’'s telephone number, including area code)

N/A

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

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 (see General Instruction A.2. below):

☐ 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))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 Par Value per Share	TNAV	The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

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 2.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

On ~~December~~February 175, ~~2020~~2021, Telenav, Inc., ~~a Delaware corporation~~ (~~“Telenav” or~~ the “Company”), ~~entered~~issued ~~into~~a anpress ~~Amendment~~release ~~No. 1~~announcing ~~(the~~its ~~“Amendment”)~~financial toresults ~~the~~for ~~Agreement and Plan of Merger (~~the ~~“Merger~~three ~~Agreement”~~months ~~and~~ended ~~together with the Amendment~~December 31, ~~the~~2020. A ~~“Amended~~copy ~~Merger~~of ~~Agreement”) by and among~~ the ~~Company,~~press ~~V99,~~release ~~Inc,~~is afurnished ~~Delaware~~as ~~corporation~~Exhibit ~~(“Parent”) led by H~~99.P.1 ~~Jin, Co-Founder, President,~~ and ~~Chief~~is ~~Executive~~incorporated ~~Officer~~herein ofby ~~Telenav, and Telenav99, Inc~~reference., ~~a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), previously announced on November 3, 2020.~~

The ~~Amended~~information ~~Merger~~in ~~Agreement~~this ~~provides~~Current ~~that~~Report on Form 8-K, ~~upon~~including ~~the~~Exhibit ~~terms~~99.1, ~~and~~shall ~~subject~~not tobe ~~the~~deemed ~~conditions~~“filed” ~~set~~for ~~forth~~purposes ~~therein,~~of ~~Merger~~Section ~~Sub~~18 ~~will~~of ~~merge~~the ~~with~~Securities ~~and~~Exchange ~~into~~Act ~~the~~of ~~Company~~1934, as amended (the “~~Merger~~Exchange Act”), ~~with~~or ~~the~~otherwise ~~Company~~subject ~~surviving~~to the ~~Merger~~liabilities asof athat ~~wholly~~Section, ~~owned~~nor ~~subsidiary~~shall ofit ~~Parent.~~be ~~Capitalized~~deemed ~~terms~~incorporated ~~used~~by ~~herein~~reference ~~but~~in ~~not~~any ~~otherwise~~filing ~~defined~~under ~~have~~the Securities Act of 1933, as amended, or the ~~meaning~~Exchange Act, except as shall be expressly set forth by specific reference in ~~the~~such ~~Merger~~a ~~Agreement~~filing.

~~Under~~The ~~the terms of the Amendment, the~~ Company, ~~Parent~~is ~~and~~making ~~Merger~~reference ~~Sub have agreed~~ to ~~change~~non-GAAP afinancial ~~condition~~information ~~to consummation of the Merger from requiring receipt of a vote~~ in ~~favor of adoption of~~ the ~~Amended~~press ~~Merger~~release. ~~Agreement~~A ofreconciliation ~~the holders~~ of athese ~~majority of the outstanding shares of common stock not beneficially owned by Parent, Merger Sub, any Affiliate of Parent or Merger Sub, including H.P. Jin, Samuel Chen, Fiona Chang, Yi~~non-~~Ting Chen, Yi-Chun Chen,~~GAAP ~~Changbin~~financial ~~Wang,~~measures ~~and~~to ~~Digital Mobile Venture Limited (“Digital”), or any Affiliate of~~ the ~~foregoing~~comparable orGAAP ~~trust~~financial inmeasures ~~which~~is ~~any~~contained ~~of the foregoing are a beneficiary (the “Purchaser Group”), to requiring receipt of a vote~~ in ~~favor of adoption of~~ the ~~Amended~~attached ~~Merger~~press ~~Agreement~~release ~~of the holders of 66~~ and ~~2/3% of~~ the ~~outstanding~~financial ~~shares~~tables ofattached ~~common stock not beneficially owned by members of the Purchaser Group~~thereto.

InItem ~~addition,~~9.01 Financial ~~under~~Statements ~~the~~and terms of the Amendment, upon consummation of the Merger each member of the Purchaser Group shall receive the same per-share consideration for such person’s shares of common stock as the other stockholders of the CompanyExhibits.

Except as expressly modified pursuant to the Amendment, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) by the Company on November 3, 2020, remains in full force and effect. The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving the Company and Parent. In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder of the Company entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Company may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TELENAV AND THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s website (https://www.telenav.com/) or by contacting the Company’s Investor Relations at IR@telenav.com.

Participants in the Solicitation

The Company and its directors and executive officers, including HP Jin and Samuel Chen, may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in Telenav’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed with the SEC on August 21, 2020, as amended on October 26, 2020. Additional information regarding the

potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.	Description
Exhibit Number		Description
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of December 17, 2020, by and among Telenav, Inc., a Delaware corporation, V99, Inc., a Delaware corporation, and Telenav99, Inc., a Delaware corporation and a wholly owned subsidiary of V99, Inc.
99.1		Press release of Telenav, Inc. dated February 5, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~ SIGNATURES

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

TELENAV, INC. By: /s/ Steve Debenham Name Title:: Steve Debenham Vice President, General Counsel &Secretary


			TELENAV, INC.


Date: February 5, 2021			By: /s/ Adeel Manzoor
			Name: Adeel Manzoor
			Title: Chief Financial Officer

Date: December 18, 2020

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