Item 5. Other Information
Item
5. Other Information.
None of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2026, as such terms are defined under Item 408(a) of Regulation S-K.
Item
6. Exhibits.
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit
No.
Description
of Exhibit
3.1
Amended
and Restated Memorandum and Articles of Association, dated March 18, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K, as filed with the SEC on March 20, 2026).
4.1
Rights
Agreement, dated March 18, 2026, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference
to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 20, 2026).
10.1
Letter
Agreement, dated March 18, 2026, by and among the Company, its officers, directors, board advisor and BHAV Partners LLC (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 20, 2026).
10.2
Investment
Management Trust Agreement, dated March 18, 2026, between the Company and Continental Stock Transfer & Trust Company (incorporated
by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 20, 2026).
10.3
Form
of Registration Rights Agreement by and among the Company, BHAV Partners LLC, Maxim Group LLC and each of the at-risk capital investors
(incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A, as filed with the SEC on
March 12, 2026).
10.4
Sponsor
Private Placement Unit Subscription Agreement, dated March 18, 2026, by and between the Company and BHAV Partners LLC (incorporated
by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 20, 2026).
10.5
Form
of Subscription Agreement by and between the Company and each of the at-risk capital investors (incorporated by reference to Exhibit
10.5 to the Company’s Current Report on Form 8-K, as filed with the SEC on March 20, 2026).
10.6
Administrative
Services Agreement, dated March 18, 2026, between the Company and BHAV Partners LLC (incorporated by reference to Exhibit 10.6 to
the Company’s Current Report on Form 8-K, as filed with the SEC on March 20, 2026).
10.7
Form
of Indemnity Agreement by and between the Company and each of the Company’s officers and directors (incorporated by reference
to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, as filed with the SEC on February 11, 2026).
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline
XBRL Instance Document.
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104*
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed
herewith.
** Furnished
herewith.
25
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
BHAV
ACQUISITION CORP
Date:
May 15, 2026
By:
/s/
Giri Devanur
Name:
Giri
Devanur
Title:
Chief Executive Officer and Director
(Principal
Executive Officer)
Date:
May 15, 2026
By:
/s/
Chaitanya Kumar Setti
Name:
Chaitanya
Kumar Setti
Title:
Chief Financial Officer and Director
(Principal
Financial and Accounting Officer)
26
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.