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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):
October 28, 2026
| BHAV ACQUISITION CORP II |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-43522 |
|
N/A |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification Number) |
255 Old New Brunswick Rd., Suite N210
Piscataway, NJ 08854 |
| (Address of principal executive offices and zip code) |
(732) 612-9552
(Registrant’s telephone number, including
area code)
(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:
| ☐ | 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 |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one right to acquire one-fourth of one Class A ordinary share |
|
BHAIU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BHAI |
|
The Nasdaq Stock Market LLC |
| Rights, each right to acquire one-fourth of one Class A ordinary share |
|
BHAIR |
|
The Nasdaq Stock Market LLC |
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 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”).
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.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 1.1 |
|
Underwriting Agreement, dated October 28, 2026, by and between the Company and Maxim Group LLC. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association, dated October 28, 2026. |
| |
|
|
| 4.1 |
|
Rights Agreement, dated October 28, 2026, between the Company and Continental Stock Transfer & Trust Company. |
| |
|
|
| 10.1 |
|
Letter Agreement, dated October 28, 2026, by and among the Company,
its executive officers, directors, board advisors and BHAV Partners II LLC. |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated October 28, 2026, between the Company and Continental Stock Transfer & Trust Company. |
| |
|
|
| 10.3 |
|
Registration Rights Agreement, dated October 28, 2026, by and among the Company, BHAV Partners II LLC and Maxim Group LLC. |
| |
|
|
| 10.4 |
|
Sponsor Private Placement Unit Subscription Agreement, dated October 28, 2026, by and between the Company and BHAV Partners II LLC. |
| |
|
|
| 10.5 |
|
Administrative Services Agreement, dated October 28, 2026, between the Company and BHAV Partners II LLC. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement by and between the Company and each of the Company’s officers and directors (incorporated by reference to Exhibit 10.8 to the Company’s Form S-1, as filed with the SEC on September 30, 2026). |
| |
|
|
| 99.1 |
|
Press Release, dated October 28, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated October 30, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 |
|
|
4
Exhibit 99.1
BHAV Acquisition Corp II Announces Pricing of
$100 Million Initial Public Offering
Piscataway, New Jersey, October 28, 2026 (GLOBE
NEWSWIRE) -- BHAV Acquisition Corp II (the “Company” or “BHAV”) today announced the pricing of its initial
public offering of 10,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share and
one right. Each right entitles the holder to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the Company’s
initial business combination. The units are expected to trade on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol
“BHAIU” beginning on October 29, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary
shares and rights are expected to trade on Nasdaq under the symbols “BHAI” and “BHAIR,” respectively.
BHAV is led by Giri Devanur, Chief Executive Officer and Director,
and Chaitanya Kumar Setti, Chief Financial Officer and Director.
Maxim Group LLC is acting as the sole book-running
manager for the offering.
The Company has granted the underwriter a 45-day
option to purchase up to 1,500,000 additional units at the initial public offering price less the underwriting discount to cover over-allotments,
if any. The offering is expected to close on October 30, 2026, subject to customary closing conditions.
A registration statement on Form S-1 (File No.
333-299203) (as amended, the
“Registration Statement”) relating to the securities to be sold in the initial public offering was declared effective by the
U.S. Securities and Exchange Commission (the “SEC”) on October 28, 2026. The offering is being made only by means of a prospectus.
When available, copies of the prospectus relating to this offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor,
New York, NY 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com,
or by accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BHAV Acquisition Corp II
BHAV Acquisition Corp II is a blank check company,
also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial
business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,
or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and
related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s
website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contact Information
BHAV Acquisition Corp II
Giri
Devanur
Chief Executive Officer
E-mail: giri@bhavspac.com
Exhibit 99.2
BHAV Acquisition Corp II Announces Closing of
$100 Million Initial Public Offering
Piscataway, New Jersey, October 30, 2026 (GLOBE
NEWSWIRE) -- BHAV Acquisition Corp II (the “Company” or “BHAV”) today announced the closing of its previously
announced initial public offering of 10,000,000 units (the “Offering”) at an offering price of $10.00 per unit, with each
unit consisting of one Class A ordinary share and one right. Each right entitles the holder to receive one-fourth (1/4) of one Class A
ordinary share upon consummation of the Company’s initial business combination. The units began trading on the Nasdaq Global Market
(“Nasdaq”) under the ticker symbol “BHAIU” on October 29, 2026. Once the securities comprising the units begin
separate trading, the Class A ordinary shares and rights are expected to trade on Nasdaq under the symbols “BHAI” and “BHAIR,”
respectively.
Concurrently with the closing of the Offering,
the Company closed on a private placement of 225,000 private placement units purchased by BHAV Partners II LLC, the Company’s sponsor,
at a price of $10.00 per unit, resulting in gross proceeds of $2,250,000. The private placement units are identical to the units sold
in the Offering, subject to limited exceptions described in the prospectus relating to the Offering. Of the proceeds received from the
consummation of the Offering and concurrent private placement, an amount equal to $100,500,000 (or $10.05 per unit sold in the Offering)
was deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee upon the closing of the Offering.
BHAV intends to use the net proceeds from the
Offering and the concurrent private placement of units to pursue and consummate a business combination. BHAV is led by Giri Devanur, Chief
Executive Officer and Director, and Chaitanya Kumar Setti, Chief Financial Officer and Director.
Maxim Group LLC acted as the sole book-running
manager for the Offering.
The Company has granted the underwriter a 45-day
option to purchase up to 1,500,000 additional units at the Offering price less the underwriting discount to cover over-allotments, if
any.
A registration statement on Form S-1 (File No.
333-299203) (as amended, the “Registration Statement”) relating to the securities to be sold in the Offering was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 28, 2026. The Offering was made only by means
of a prospectus. Copies of the prospectus relating to this Offering may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor,
New York, NY 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com, or by
accessing the SEC’s website, www.sec.gov.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About BHAV Acquisition Corp II
BHAV Acquisition Corp II is a blank check company,
also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the anticipated use of the net proceeds from the Offering and concurrent
private placement of units and the Company’s search for an initial business combination. No assurance can be given that the net
proceeds of the Offering and concurrent private placement of units will be used as indicated. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the
Registration Statement and related preliminary prospectus filed in connection with the Offering with the SEC. Copies are available on
the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the
date of this release, except as required by law.
Contact Information
BHAV Acquisition Corp II
Giri Devanur
Chief Executive Officer
E-mail: giri@bhavspac.com
