UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On October 28, 2026, the Registration Statement on Form S-1 (File No. 333-299203), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2026 (as amended, the “Registration Statement”), relating to the initial public offering (the “IPO”) of BHAV Acquisition Corp II (the “Company”) was declared effective by the SEC.
On October 30, 2026, the Company consummated the IPO of 10,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), with each Right entitling the holder thereof to receive one-fourth (1/4) of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
● An Underwriting Agreement, dated October 28, 2026, by and between the Company and Maxim Group LLC, as representative of the several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
● A Rights Agreement, dated October 28, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
● A Letter Agreement, dated October 28, 2026 (the “Letter Agreement”), by and among the Company, its officers, its directors, its board advisors and BHAV Partners II LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
● An Investment Management Trust Agreement, dated October 28, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
● A Registration Rights Agreement, dated October 28, 2026, by and among the Company, the Sponsor and the Representative, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
● A Sponsor Private Placement Unit Subscription Agreement, dated October 28, 2026 (the “Sponsor Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
● An Administrative Services Agreement, dated October 28, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
● Indemnity Agreements, dated October 28, 2026 (collectively, the “Indemnity Agreements”), by and between the Company and each director and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.
The Company also issued 350,000 Class A Ordinary Shares to the Representative’s designee as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the Representative has agreed not to transfer, assign, sell, pledge, or hypothecate any such representative shares, or subject such Representative Shares to any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person until 180 days immediately following the commencement of sales of the IPO pursuant to FINRA Rule 5110(e)(1), subject to exceptions pursuant to FINRA Rule 5110(e)(2). The Representative has agreed not to transfer, assign or sell any such Representative Shares without prior consent of the Company until the completion of the Company’s initial business combination. In addition, the Representative has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its initial business combination within the period as provided in the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended Charter”).
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Item 3.02 Unregistered Sales of Equity Securities
Simultaneously with the closing of the IPO, pursuant to the Sponsor Purchase Agreement, the Company completed the private sale of an aggregate of 225,000 private placement units (the “Private Units”), which were sold at a purchase price of $10.00 per Private Unit, generating aggregate gross proceeds to the Company of $2,250,000. The Private Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. Additionally, the Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until after the completion of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on October 29, 2026, in connection with the trading of the Units on the Nasdaq Global Market (“Nasdaq”), Piyush Sadana, John Patrick O’Connell and Balaji Swaminathan became members of the Company’s board of directors (the “Board”).
The Board has determined that each of Messrs. Sadana, O’Connell and Swaminathan is an independent directors under Nasdaq’s listing standards and under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Mr. Swaminathan qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Messrs. Sadana, O’Connell and Swaminathan will each serve as members of the audit committee, nominating committee and compensation committee of the Board, with Mr. Swaminathan serving as chair of the audit committee, Mr. O’Connell serving as chair of the nominating committee and Mr. Sadana serving as chair of the compensation committee.
Prior to the Company’s consummation of its IPO, the Sponsor transferred non-managing membership interests to each of Messrs. Sadana, O’Connell and Swaminathan representing an indirect interest in an aggregate of 150,000 founder shares, or 25,000 shares each, except for Mr. Swaminathan, who received an indirect interest in 100,000 founder shares, as compensation for their services as directors.
In connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.6, herewith.
Other than as set forth in Item 1.01 and above, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
In connection with the IPO, the Company adopted its Amended Charter on October 28, 2026. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. The description of the Amended Charter does not purport to be complete and is qualified in its entirety by reference to the Amended Charter, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
A total of $100,500,000 from the proceeds of the offerings of the Units and the sale of the Private Units (net of transaction expenses and working capital) was placed in the trust account with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and dissolution expenses, the proceeds from the offerings of the Units and the sale of the Private Units held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination; (b) the redemption of any of the Company’s public shares properly tendered in connection with a shareholder vote to amend the Amended Charter (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or redeem 100% of its public shares if the Company does not complete its initial business combination within the period as provided in the Amended Charter (or such later date if extended), or (ii) with respect to any other provision relating to the rights of the holders of Class A Ordinary Shares or pre-initial business combination activity; and (c) the redemption of all of the Company’s public shares if it is unable to complete its initial business combination within the period as provided in the Amended Charter (or such later date if extended), subject to applicable law.
On October 28, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
On October 30, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.
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Item 9.01 Financial Statements and Exhibits.
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SIGNATURES
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.
| BHAV Acquisition Corp II | ||
| By: | /s/ Giri Devanur | |
| Name: | Giri Devanur | |
| Title: | Chief Executive Officer | |
| Date: November 2, 2026 | ||
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