BHAV 10-K & 10-Q changes, risk factors and insider trading

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” of our Prospectus, which could materially affect our business, financial condition or future results. There have been no material changes during the quarterly period ended MarchJune 31,30, 2026, to the risk factors that were included in the Prospectus.

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated on September 29, 2025, 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, which we refer to throughout this report as the “Business Combination.” While we may pursue an initial Business Combination opportunity in any business, industry or geographic location, we intend to capitalize on the ability of its management team and board advisors to identify, acquire and operate a business or businesses that can benefit from their established relationships, and sector management and operating experience. In particular, we currently intend to focus on opportunities that capitalize on the experience and ability of its management team and the individuals that may be appointed as members of our advisory board from time to time (the “board advisors”) to identify, acquire and operate a business in the advanced and industrial robotics, electric-vehicles (“EVs”),EVs, drones and unmanned-aerial-systems (“UAS”)UASs or fintech financial technology (“fintech”) industry. We have not selected any Business Combination target, and we have not, nor has anyone on our behalf, initiated any substantive substantive discussions, directly or indirectly, with any Business Combination target. We intend to effectuate our initial Business Combination Combination using cash from the proceeds of our Initial Public Offering and the private placement of private placement units, our shares, debt or a combination of cash, shares and debt. We will have up to 15 months from the closing of the Initial Public Offering to consummate consummate an initial Business Combination. We may also hold a shareholder vote at any time to amend our Articles to modify the amount of time we will have to consummate an initial Business Combination (as well as to modify the substance or timing of our obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of our Public Shares issued in the Initial Public Offering if we have not consummated an initial Business Combination within the time periods described herein or with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-initial Business Combination activity).

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 29, 2025 (inception) through MarchJune 31,30, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance, as well as for due diligence expenses in connection with identifying a target company for a Business Combination.

For the three months ended March 31,June 30, 2026, we had a net income of $12,001,$701,173, which consists of interest incomeearned on marketable securities held in the Trust Account of $87,917$891,526 and change in fair value of over-allotment option liability of $31,000, partially$62,900, offset by general and administrative expenses expenses of $106,597$251,471 and interest expense on financed loan liability of $319.$1,782.

As of MarchJune 31,30, 2026, we had cash of $1,027,530$692,704 and working capital of $824,519.$639,188. Further, the Sponsor has agreed to loan up to $500,000 to to cover organizational, offering related and post-offering expenses. These loans are evidenced by the Note entered into by and between us and the Sponsor, dated October 24, 2025. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of the Founder Shares by the Sponsor and loans from our Sponsor under the Note.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $100,087,917$100,979,443 (including approximately $87,917$979,443 of interest earned) consisting of money market funds. We may withdraw interest from the Trust Account as permitted withdrawals to pay income and/or franchise taxes, if any, and up to $100,000 for dissolution expenses. 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 for dissolution expenses, to complete our initial Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We do not believe we willmay need to raise additional funds in order to meet the expenditures required for operating our business. We expect to satisfy our liquidity requirements with cash on hand and, if necessary, additional loans from our Sponsor under the Note. If our available funds are not sufficient, we may be unable to continue searching for, or conducting due diligence with respect to, prospective target businesses. Moreover, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $43,141.$350,118. Net income of $12,001$713,174 was affected by the interest earned on marketable securities held in the Trust Account of $87,917, $979,443, change in fair value of over-allotment option liability of $31,000, $93,900, payment of general and administrative expenses under the Note of $25,165, prior year pre-payment applied to current year general and administrative expenses of $3,350$39,665 and interest expense on financed loan liability of $319.$2,101. Changes in operating assets and liabilities providedused $34,941$31,715 of cash for operating activities.

For the threesix months ended MarchJune 31,30, 2026, cash used in investment activities was $100,000,000, which was the amount required to be deposited in the Trust Account from the Initial Public Offering and sale of the Private Placement Units.

For the threesix months ended MarchJune 31,30, 2026, cash provided by financing activities was $101,045,671,$101,017,822, which iswas mostly comprised of the proceeds from from the Initial Public Offering and the sale of the Private Placement Units, net of offering costs.

At MarchJune 31,30, 2026, the Company had cash of $1,027,530$692,704 and working capital of $824,519.$639,188.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, entities, or purchased any non-financial assets.

The Sponsor agreed to loan up to $500,000 to the Company pursuant to the terms of the Note to cover organizational, offering-related and post-offering expenses. These loans underlying the Note are non-interest bearing, unsecured and are due on the date in which we consummate our initial Business Combination or on the date of its dissolution deadline, assuming there is cash available. As of MarchJune 31,30, 2026, we did not owe any amounts to the Sponsor under the Note.

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.Share”. Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Basic and diluted net income per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income per ordinary share attributable to the Company by the weighted average number of Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to each class of ordinary shares. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value approximates fair value.