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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):
April 14, 2026
| BHAV ACQUISITION CORP |
| (Exact name of registrant as specified in its charter) |
| Cayman Islands |
|
001-43200 |
|
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 |
|
BHAVU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BHAV |
|
The Nasdaq Stock Market LLC |
| Rights, each right to acquire one-fourth of one Class A ordinary share |
|
BHAVR |
|
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 8.01 Other Events.
On
April 14, 2026, BHAV Acquisition Corp (the “Company”) announced that, on or about April 16, 2026, the holders of the Company’s
units (the “Units”) may elect to separately trade the Class A ordinary shares and the rights included in the Units. Each Unit
consists of one Class A ordinary share and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of
an initial business combination by the Company. Any Units not separated will continue to trade on the Global Market tier of The Nasdaq
Stock Market (“Nasdaq”) under the symbol “BHAVU.” The Class A ordinary shares and the rights that are separated
will trade on Nasdaq under the symbols “BHAV” and “BHAVR,” respectively. No fractional rights will be issued upon
separation of the units and only whole rights will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and
rights.
A
copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release, dated April 14, 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 |
| |
|
|
| |
By: |
/s/ Giri Devanur |
| |
Name: |
Giri Devanur |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Date: April 14, 2026 |
|
|
2
Exhibit 99.1
BHAV Acquisition Corp Announces Separate Trading of its Class
A Ordinary Shares and Rights, Commencing April 16, 2026
Piscataway, New Jersey, April 14, 2026 (GLOBE
NEWSWIRE) — BHAV Acquisition Corp (Nasdaq: BHAVU) (“BHAV” or the “Company”) today announced that,
commencing f 16, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Class
A ordinary shares and the rights included in those units.
The Class A ordinary shares and the rights that
are separated are expected to trade on the Global Market tier of The Nasdaq Stock Market (“Nasdaq”) under the symbols “BHAV”
and “BHAVR,” respectively. No fractional rights will be issued upon separation of the
units and only whole rights will trade. Any units not separated will continue to trade on Nasdaq under the symbol “BHAVU.”
Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer
agent, in order to separate the units into Class A ordinary shares and rights.
The units were initially offered by the Company
in an underwritten initial public offering. Maxim Group LLC acted as sole-book running manager for the offering. A registration statement
on Form S-1, as amended, relating to the securities sold in the offering was declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) on March 18, 2026. Each unit consists of one Class A ordinary share and one right, with each right entitling the
holder to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the Company’s initial business combination,
subject to the terms described in the Company’s registration statement.
This press release shall
not constitute an offer to sell or the 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. 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.
About BHAV Acquisition Corp
BHAV Acquisition Corp
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. The Company may pursue an initial business combination opportunity
in any industry or sector, but is mainly focused on the advanced and industrial robotics, electric-vehicles, drones and unmanned-aerial-systems
or financial technology industries. The Company’s management team is led by Giri Devanur, Chief Executive Officer, and Chaitanya
Kumar Setti, Chief Financial Officer.
Forward-Looking Statements
This press release may include “forward-looking
statements” within the meaning of the federal securities laws, including statements regarding the anticipated date that the Class
A ordinary shares and the rights may begin to trade separately and the ability for those units not separated to continue to trade on Nasdaq.
These statements are based on current expectations and assumptions and involve a number of risks and uncertainties that could cause actual
results to differ materially. For a discussion of these and other risks, please refer to BHAV’s filings with the SEC, including
those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the offering
filed with the SEC. BHAV undertakes no obligation to update or revise any forward-looking statements, except as required by law.
Contacts
Giri Devanur
Chief Executive Officer
E-mail: giri@bhavspac.com