BHAV Acquisition (BHAV) Sponsor Forfeits 500,000 Founder Class B Shares

Rhea-AI Filing Summary

BHAV Acquisition Corp insider BHAV Partners LLC reported an internal restructuring involving its founder shares. The Sponsor forfeited 500,000 Class B ordinary shares after the expiration of the underwriters' over-allotment option from the initial public offering. Following this change, the Sponsor holds 2,683,333 Class B ordinary shares, which automatically convert into Class A ordinary shares on a one-for-one basis at the time of BHAV Acquisition Corp's initial business combination, or earlier at the holder's option, and have no expiration date. Giri Devanur, the Issuer's Chief Executive Officer and director, manages the Sponsor and has voting and investment discretion over these securities, and may be deemed a beneficial owner subject to his pecuniary interest.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BHAV Partners LLC, Devanur Giri

Role null | CEO and Director

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares	500,000	$0.00	--

Holdings After Transaction: Class B Ordinary Shares — 2,683,333 shares (Direct, null)

Footnotes (1)

1. The Class B ordinary shares held by BHAV Partners LLC (the "Sponsor") were acquired pursuant to a subscription agreement by and between the Sponsor and BHAV Acquisition Corp (the "Issuer"). These Class B ordinary shares will automatically convert into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments in the Issuer's amended and restated memorandum and articles of association, or earlier at the option of the holder, and have no expiration date. As described in the registration statement on Form S-1 (File No. 333-293399) of the Issuer, 500,000 Class B ordinary shares held by the Sponsor were automatically forfeited upon expiration of the underwriters' over-allotment option granted to the underwriters in connection with the Issuer's initial public offering. The reporting person, BHAV Partners LLC, in whose name the securities reported herein are held, is managed by its managing member, Giri Devanur. Mr. Devanur is also the Chief Executive Officer and director of the Issuer. Mr. Devanur holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Devanur may be deemed a beneficial owner of securities held by the Sponsor but he disclaims beneficial ownership of any such securities except to the extent of their respective pecuniary interest therein.

Key Figures

Restructuring shares: 500,000 shares Sponsor holdings after transaction: 2,683,333 shares Conversion ratio: 1:1

3 metrics

Restructuring shares 500,000 shares Class B ordinary shares forfeited after over-allotment expiry

Sponsor holdings after transaction 2,683,333 shares Class B ordinary shares held by BHAV Partners LLC following transaction

Conversion ratio 1:1 Class B ordinary shares convert into Class A ordinary shares

Key Terms

Class B ordinary shares, over-allotment option, initial business combination, beneficial owner, +1 more

5 terms

Class B ordinary shares financial

"The Class B ordinary shares held by BHAV Partners LLC (the "Sponsor") were acquired pursuant to a subscription agreement"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

over-allotment option financial

"500,000 Class B ordinary shares held by the Sponsor were automatically forfeited upon expiration of the underwriters' over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

initial business combination financial

"These Class B ordinary shares will automatically convert into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

beneficial owner financial

"Mr. Devanur may be deemed a beneficial owner of securities held by the Sponsor but he disclaims beneficial ownership"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"he disclaims beneficial ownership of any such securities except to the extent of their respective pecuniary interest therein"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BHAV Partners LLC

(Last) (First) (Middle)

C/O BHAV ACQUISITION CORP

255 OLD NEW BRUNSWICK RD., SUITE N210

(Street)

PISCATAWAY NEW JERSEY 08854

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BHAV Acquisition Corp [ BHAV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	05/03/2026		J			500,000(2)	(1)	(1)	Class A Ordinary Shares	500,000(1)	(1)	2,683,333	D(3)

1. Name and Address of Reporting Person^*

BHAV Partners LLC

(Last) (First) (Middle)

C/O BHAV ACQUISITION CORP

255 OLD NEW BRUNSWICK RD., SUITE N210

(Street)

PISCATAWAY NEW JERSEY 08854

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Devanur Giri

(Last) (First) (Middle)

C/O BHAV ACQUISITION CORP

255 OLD NEW BRUNSWICK RD., SUITE N210

(Street)

PISCATAWAY NEW JERSEY 08854

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Director

Explanation of Responses:

1. The Class B ordinary shares held by BHAV Partners LLC (the "Sponsor") were acquired pursuant to a subscription agreement by and between the Sponsor and BHAV Acquisition Corp (the "Issuer"). These Class B ordinary shares will automatically convert into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments in the Issuer's amended and restated memorandum and articles of association, or earlier at the option of the holder, and have no expiration date.

2. As described in the registration statement on Form S-1 (File No. 333-293399) of the Issuer, 500,000 Class B ordinary shares held by the Sponsor were automatically forfeited upon expiration of the underwriters' over-allotment option granted to the underwriters in connection with the Issuer's initial public offering.

3. The reporting person, BHAV Partners LLC, in whose name the securities reported herein are held, is managed by its managing member, Giri Devanur. Mr. Devanur is also the Chief Executive Officer and director of the Issuer. Mr. Devanur holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Devanur may be deemed a beneficial owner of securities held by the Sponsor but he disclaims beneficial ownership of any such securities except to the extent of their respective pecuniary interest therein.

	/s/ BHAV Partners LLC, By: Giri Devanur, as Managing Member	05/05/2026
	/s/ Giri Devanur	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did BHAV Acquisition Corp (BHAV) report on this Form 4?

BHAV Partners LLC reported an internal restructuring involving 500,000 Class B ordinary shares that were automatically forfeited after the underwriters' over-allotment option expired. This was coded as an "other" transaction, not a market buy or sell.

How many BHAV Acquisition Corp Class B shares does BHAV Partners LLC hold after the change?

After forfeiting 500,000 Class B ordinary shares, BHAV Partners LLC holds 2,683,333 Class B ordinary shares. These founder shares remain outstanding and are designed to convert into Class A ordinary shares in connection with BHAV Acquisition Corp’s initial business combination.

Do BHAV Acquisition Corp Class B ordinary shares convert into Class A shares?

Yes. The filing states that the Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of BHAV Acquisition Corp’s initial business combination, or earlier at the holder's option, with no expiration date.

Why were 500,000 BHAV Acquisition Corp Class B shares forfeited by the Sponsor?

According to the filing, 500,000 Class B ordinary shares held by BHAV Partners LLC were automatically forfeited when the underwriters' over-allotment option from BHAV Acquisition Corp’s initial public offering expired, as described in the company’s Form S-1 registration statement.

What is Giri Devanur’s relationship to BHAV Partners LLC and these BHAV shares?

Giri Devanur is the Chief Executive Officer and director of BHAV Acquisition Corp and the managing member of BHAV Partners LLC. He holds voting and investment discretion over the Sponsor’s securities and may be deemed a beneficial owner, subject to his pecuniary interest.