BHAV Acquisition Corp-A美股招股说明书(2026-03-20版)

BHAV ACQUISITION CORP 10,000,000Units BHAV Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islandsexempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition, share purchase, recapitalization, reorganization or similar business combination with one or morebusinesses, which we refer to throughout this prospectus as our initial business combination. We have notselected any business combination target and we have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combination target. Our efforts to identify aprospective initial business combination target will not be limited to a particular industry, sector or geographicregion. While we may pursue an initial business combination opportunity in any business, industry orgeographic location, we intend to capitalize on the ability of our management team and the individuals that maybe appointed as members of our advisory board from time to time (the “board advisors”) to identify, acquire andoperate a business or businesses that can benefit from our management team’s established relationships, andsector management and operating experience. In particular, we currently intend to focus on opportunities thatcapitalize on the experience and ability of our management team, including our Chief Executive Officer, GiriDevanur, and our current sole board advisor, Rajan Singhal, to identify, acquire and operate a business in theadvanced and industrial robotics, electric-vehicles (“EVs”), drones and unmanned-aerial-systems (“UAS”) orfinancial technology (“fintech”) industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone (1) ClassA ordinary share and one (1) right, as described in more detail in this prospectus. Each rightentitles the holder thereof to receive one-fourth (1/4) of one Class A ordinary share upon consummation of ourinitial business combination. We refer herein to the units sold in this offering as our “public units,” and thecomponents thereof as our “public shares” and “public rights,” respectively. No fractional Class A ordinaryshares will be issued in connection with an exchange of rights, so you must hold rights in multiples of four (4)in order to receive Class A ordinary shares for all your rights upon closing of a business combination. We havealso granted the underwriters a 45-day option to purchase up to an additional 1,500,000units to cover over-allotments, if any. Our sponsor, BHAV Partners LLC, certain third-party investors (the “third-party investors”), none ofwhich are affiliated with our sponsor, our officers and directors, Maxim Group LLC, the representative of theunderwriters (“Maxim”), or any other investor, and certain individuals who are registered persons of Maxim(the “Maxim individuals,” together with the third-party investors the “at-risk capital investors,” and togetherwith the sponsor the “initial shareholders”) have agreed that they will purchase from us an aggregate of 200,000private placement units, or 207,500private placement units if the underwriters’ over-allotment option isexercised in full (135,000 private placement units to be purchased by our sponsor, or 142,500 private placementunits if the underwriters’ over-allotment option is exercised in full, and 65,000 private placement units to bepurchased by the at-risk capital investors, whether or not the underwriters’ over-allotment option is exercised, ofwhich, 20,000 private placement units will be purchased by the Maxim individuals and 45,000 privateplacement units will be purchased by the third-party investors), at a price of $10.00 per unit, in a privateplacement that will close simultaneously with the closing of this offering. We refer to these private placementunits throughout this prospectus as the “private placement units,” and the Class A ordinary shares and rightsunderlying such private placement units, the “private placement shares” and “private placement rights,”respectively. The private placement units are identical to the units sold in this offering, subject to limitedexceptions described in this prospectus. The private placement units will be sold in a private placement that willclose simultaneously with the closing of this offering. Our initial shareholders have agreed not to transfer,assign or sell any of the private placement units or underlying securities (with certain exceptions) until 30 daysafter the completion of our initial business combination. Table of Contents On September30, 2025, our sponsor purchased, and we issued to the sponsor, 3,833,333 ClassB ordinaryshares, or “founder shares,” for an aggregate purchase price of $25,000, or approximately $0.0065 per share, ofwhich up to an aggregate of 500,000 ClassB ordinary shares held by our sponsor are subject to forfeituredependingon the extent to which the underwriters’ over-allot