TNAV Telenav Inc

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 2)

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)

OF THE SECURITIES EXCHANGE ACT OF 1934

Telenav, Inc.

(NAME OF THE ISSUER)

Telenav, Inc.

V99, Inc.

Telenav99, Inc.

H.P. Jin

Samuel Chen

Fiona Chang

Digital Mobile Venture Limited

Yi-Ting Chen

Yi-Chun Chen

Changbin Wang

(Names of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

879455 10 3

(CUSIP Number of Class of Securities)

H.P. Jin

c/o Telenav, Inc.

4655 Great America Parkway, Suite 300

Santa Clara, CA 95054

(408) 245-3800

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☒

Calculation of Filing Fee

INTRODUCTION

This Amendment No. 2 (the “Final Amendment”) to Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (as amended, the “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) Telenav, Inc., a Delaware corporation (the “Company”), and the issuer of the shares of common stock, par value $0.001 per share (the “Common Stock”) that are subject to the Rule 13e-3 transaction; (ii) V99, Inc., a Delaware corporation (“Parent”); (iii) Telenav99, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Purchaser Parties”); (iv) H.P. Jin (“Dr. Jin”); (v) Digital Mobile Venture Limited, a British Virgin Islands company (“Digital”); (vi) Samuel Chen; (vii) Fiona Chang; (viii) Yi-Ting Chen; (ix) Yi-Chun Chen; and (x) Changbin Wang (together with the Purchaser Parties, Dr. Jin, Digital, Samuel Chen, Fiona Chang, Yi-Ting Chen and Yi-Chun Chen, the “Purchaser Group”). Collectively, the persons filing this Final Amendment are referred to as the “Filing Persons.”

This Final Amendment relates to the Agreement and Plan of Merger, dated as of November 2, 2020 and as amended on December 17, 2020 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub. On February 17, 2021, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Parent (the “Merger”).

This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Transaction Statement.

All information set forth in this Final Amendment should be read in conjunction with the information contained or incorporated by reference in the Transaction Statement, as amended to date.

Item 10 is hereby amended and supplemented as follows:

On February 17, 2021, as contemplated by the Commitment Letter, dated as of November 2, 2020 and as amended on December 17, 2020, by and among Dr. Jin, Samuel Chen, Digital and Parent, Parent, as a guarantor, Merger Sub, as borrower, Dr. Jin and Digital, as lenders, entered into that certain Credit Agreement (the “Credit Agreement”), providing for Dr. Jin and Digital to advance loans to Merger Sub (i) to finance the consideration for the Merger to the Company’s equityholders, (ii) to repay or prepay indebtedness required under the Merger Agreement to be repaid or prepaid on the closing date of the Merger, and (iii) to pay all fees and expenses associated with the Merger incurred by Parent, Merger Sub and their affiliates and required to be paid on the closing date of the Merger (“Permitted Uses”), subject to the terms and conditions set forth in the Credit Agreement. The total amount of consideration payable at the closing of the Merger to the Company’s equityholders was approximately $232,000,000. Reference is hereby made to such Credit Agreement, which is attached hereto as Exhibit (b)-(3) and incorporated herein by reference.

Set forth below is a summary of the material terms of the Credit Agreement:

Item 15(c) is hereby amended and supplemented as follows:

On February 16, 2021, at a special meeting of the stockholders of the Company, the stockholders of the Company voted to approve the following proposals: (1) the proposal to adopt and approve the Merger Agreement (such proposal, the “Merger Agreement Proposal”), (2) the proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there were not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement, and (3) the nonbinding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger. The Merger Agreement Proposal was approved by the holders of (i) at least a majority of the outstanding shares of the Company’s common stock and (ii) at least 66 and 2/3% of the outstanding shares of the Company’s common stock not beneficially owned by the Purchaser Group (and any affiliate of any member of the Purchaser Group or trust in which any member of the Purchaser Group are a beneficiary).

On February 17, 2021, the Company completed the previously announced Merger of Merger Sub with and into the Company, whereby the separate corporate existence of Merger Sub ceased and the Company became a wholly-owned subsidiary of Parent. The Merger became effective on February 17, 2021 (the “Effective Time”) pursuant to the Certificate of Merger that was filed with the Secretary of State of Delaware on such date. At the Effective Time, each share of issued and outstanding common stock, par value $0.001 per share (the “Common Stock”), of the Company (other than shares that are owned by the Company as treasury stock) was converted into the right to receive $4.80 in cash, without interest thereon.

In connection with the closing of the Merger, the Company notified the NASDAQ Global Market (“NASDAQ”) on February 17, 2021 of the completion of the Merger and requested that trading in the Common Stock be suspended prior to the opening of trading on February 17, 2021. The Company also requested that NASDAQ file a notification of removal from listing on Form 25 with the SEC to remove the Common Stock from listing on NASDAQ and deregister the Common Stock pursuant to Section 12(b) of the Exchange Act. The Company intends to file with the SEC a certification and notice of termination on Form 15 to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to the Common Stock as promptly as practicable.

Item 16 is hereby amended and restated as follows:

Regulation M-A Item 1016

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 18, 2021