BHAV Acquisition Corp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Unregistered Sales of Equity Securities There are no transactions that have not been previously included in a Current Report on Form 8-K. Use of Proceeds On March 20, 2026, we consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of 100,000,000. Maxim acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-293399) (as amended, the “Registration Statement”). The Registration Statement was declared effective by the SEC on March 18, 2026. Following the closing of the Initial Public Offering, an amount of $100,000,000 (or $10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in the Trust Account. The funds in the Trust Account will be invested or held only in either (i) U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), to complete our initial Business Combination. Except with respect to permitted withdrawals and/or dissolution expenses, the proceeds from the Initial Public Offering and Private Placement Units held in the Trust Account will not be released until the earliest of (a) the completion of our initial Business Combination; (b) the redemption of any of the Public Shares in connection with any vote on a proposed Business Combination in accordance with the provisions of our Articles; (c) the repurchase of shares by means of a tender offer pursuant to the Articles; (d) the redemption of any of our public shares in connection with a shareholder vote to amend the Articles (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or redeem 100% of our Public Shares if we do not consummate its initial Business Combination by June 20, 2027 (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 (e) the redemption of all of the Public Shares if we are unable to complete our initial Business Combination by June 20, 2027 (or such later date if extended), subject to applicable law and the provisions of the Articles. We paid a total of $1,328,871, consisting of $500,000 of cash underwriting fee and $828,871 of other offering costs and expenses related to the Initial Public Offering. The remaining proceeds from the Initial Public Offering and sale of the Private Placement units are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination. There has been no material change in the planned use of the proceeds from the Initial Public Offering and the sale of the Private Placement Units as is described in the Prospectus. 24 Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable.