BHAV Acquisition Corp IPO: Your Essential Guide

Considering an investment in BHAV Acquisition Corp's IPO? This guide cuts through the financial jargon, offering a clear and accessible breakdown of what you need to know.

This summary draws from a preliminary S-1/A filing with the U.S. Securities and Exchange Commission, dated February 11, 2026. Please remember that details can change in subsequent filings.

1. What does this company actually do?

Unlike a typical company that sells products or services, BHAV Acquisition Corp is a Special Purpose Acquisition Company (SPAC). Think of it as a "blank check" company. A team of experienced business professionals (the "sponsors") raised money from investors like you, not to run an existing business, but to find and acquire a promising private company. Their ultimate goal is to bring that private company public through this SPAC.

So, BHAV Acquisition Corp currently does not generate revenue or offer services. Its mission is to identify a suitable private business for a merger. Specifically, they target companies in high-growth sectors such as advanced and industrial robotics, electric vehicles (EVs), drones and unmanned aerial systems (UAS), or financial technology (fintech). They aim to acquire a company with an enterprise value typically between $500 million and $2 billion. This focused approach leverages the team's expertise, particularly that of CEO Giri Devanur and Board Advisor Rajan Singhal, in these specific industries. The company is incorporated in the Cayman Islands, a common jurisdiction for SPACs, which offers certain legal and tax advantages.

2. How do they make money and are they growing?

For a SPAC, the concept of "making money" differs significantly from traditional businesses. BHAV Acquisition Corp does not generate revenue, profits, or have customers in the conventional sense.

Instead, the capital raised from this IPO constitutes their primary "money." They will hold these funds in a special trust account, where they earn interest. This interest, after covering taxes, typically funds the SPAC's operating expenses or returns to shareholders if the SPAC liquidates. Their "growth" is not about increasing sales; it hinges on successfully identifying and completing a merger with a private company that possesses strong business fundamentals and growth potential. Should they find an excellent company, that company's future performance will then drive the "growth" of your investment.

It's also important to note that the sponsor (BHAV Partners LLC) receives $20,000 per month for office space and administrative services, which counts as an operating expense for the SPAC. Furthermore, the sponsor, management team, and Maxim (the underwriter) could earn significant finder's fees or other payments upon successfully closing a deal, creating strong incentives for them to complete an acquisition.

3. What will they do with the money from this IPO?

The funds raised from this IPO primarily serve one purpose: to finance the acquisition of a private company. A substantial portion of these funds will reside in a trust account, earning interest, until the SPAC identifies a suitable target company. They will then use this money to pay for the acquisition itself and cover associated merger costs. If they fail to find a company within a specific timeframe—for BHAV Acquisition Corp, this is 24 months from the IPO closing date (or August 2028, assuming a July 2026 IPO)—they must typically return the money to investors, along with any accrued interest.

Beyond funding the acquisition, some proceeds will cover the SPAC's operating costs. For instance, the sponsor (BHAV Partners LLC) loaned the company up to $500,000 for initial expenses, which the IPO proceeds will repay. A portion of the trust account's interest earnings, up to a specified amount, can also be used for operating expenses. The sponsor will begin receiving $20,000 per month for office space and administrative services once the IPO closes. The management team, the sponsor, and even Maxim (the underwriter) could also receive various fees (such as finder's or advisory fees) upon successfully completing a business combination, which further reduces the cash available for the target company or for public shareholders.

4. What are the main risks I should worry about?

Investing in a SPAC like BHAV Acquisition Corp carries several specific risks:

• Failure to find a suitable target: The most significant risk is their inability to find a suitable private company to merge with within their deadline. If they fail, the SPAC will liquidate, and you will receive your initial investment back with minimal interest, losing potential upside and the opportunity cost of your capital.
• The "blank check" risk: You essentially trust the management team to find a good deal. You invest without knowing the target business, limiting your due diligence before a merger vote.
• Significant Dilution from Founder Shares: This is a crucial point. The founders acquired their initial shares (Class B ordinary shares) for a significantly lower price ($0.0065 per share) in September 2025. As an IPO investor buying shares at $10.00 each, you face immediate and substantial dilution, as the founders' low-cost shares effectively reduce the value of your investment from the outset.
• Higher Founder Ownership: Unlike many SPACs where founders typically own about 20% post-IPO, BHAV's initial shareholders will own 25% of the outstanding shares. This higher ownership stake for a minimal initial investment further dilutes your percentage ownership in the combined company.
• Anti-Dilution Rights: Founder shares also carry special "anti-dilution" rights. If the SPAC issues additional shares or securities (e.g., PIPE investments) during the merger, these founder shares may convert into more than one Class A ordinary share each to maintain their 25% ownership, potentially further reducing your percentage ownership.
• Private Placement Warrants: The initial shareholders also purchased 2,000,000 (or up to 2,075,000 if underwriters sell more units) special "private placement warrants" for just $1.00 each. These warrants, similar to those in the units but acquired by insiders at a lower price, will increase outstanding shares upon exercise, further diluting public shareholders.
• Public Warrants Dilution: Each unit includes half of one redeemable warrant, with an exercise price of $11.50 per share. Future exercise of these warrants will also increase outstanding shares, further diluting your ownership.
• Potential Conflicts of Interest: The SPAC's management, sponsor, and underwriter (Maxim Group LLC) possess financial incentives tied to completing a merger. For example, the sponsor receives monthly payments, and they, along with the management team and Maxim, could earn substantial fees (e.g., finder's or advisory fees) upon a successful business combination. This creates a potential conflict where they might prioritize completing any deal over securing the best deal for public shareholders.
• Redemption Risk: If many public shareholders redeem their shares for cash before a merger vote, the SPAC may have insufficient cash for the acquisition. This could deter potential target companies or compel the SPAC to seek additional financing on unfavorable terms.
• Market sentiment: While SPACs have enjoyed popularity, market sentiment can shift, making it challenging for even high-quality SPACs to perform well, irrespective of the target company's merits.
• Deadline pressure: Nearing their 24-month deadline (August 2028) to find a company, the team might rush into a suboptimal deal to avoid liquidation.
• Lack of Operating History: As a blank check company, BHAV Acquisition Corp lacks operating history or an established business, making traditional financial metrics unsuitable for evaluating its future prospects.
• Regulatory Changes: The SPAC market faces evolving regulatory scrutiny, which could impact the viability or attractiveness of SPACs.

5. How do they compare to competitors I might know?

BHAV Acquisition Corp does not compete with established operating companies like Apple or Coca-Cola. Its "competitors" are other SPACs, private equity firms, and strategic buyers—all seeking to acquire promising private companies. They are essentially "shopping" for the best deals.

Therefore, instead of comparing them to product-selling companies, you would compare them to other SPACs based on:

• The experience and track record of their management team: Research the past successes of CEO Giri Devanur and Board Advisor Rajan Singhal, especially in their target industries (advanced and industrial robotics, EVs, drones/UAS, or fintech), and their history with M&A or prior SPACs. The S-1 filing provides detailed biographies.
• The industry and enterprise value range they target (e.g., tech, healthcare, consumer goods, $500M-$2B).
• The terms of their offering: For example, their founders will own 25% of the company after the IPO, a higher percentage than the typical 20% seen in many other SPACs, meaning more dilution for public investors from the start.

6. Who's running the company?

For a SPAC, the management team is paramount. Since you invest in a "blank check," you are essentially investing in the team behind it. Key players include:

• CEO: Giri Devanur. Investors should research his background for relevant experience in target sectors, M&A, or prior successful ventures.
• CFO: Chaitanya Kumar Setti. His financial and operational experience will be crucial.
• Current Sole Board Advisor: Rajan Singhal. His advisory role implies strategic input, and his industry connections are important.
• Sponsor: BHAV Partners LLC (the entity that formed the SPAC).

You are betting on their ability to identify and merge with a strong company within their target areas: advanced and industrial robotics, EVs, drones/UAS, or fintech. It is also worth noting that the CFO and board advisor, along with other investors, hold indirect interests in some founder shares and private placement warrants through the sponsor. This directly links their personal financial success to the SPAC's ability to complete a deal. Thoroughly reviewing their professional biographies in the S-1 is critical for assessing their qualifications and potential conflicts.

7. Where will it trade and under what symbol?

Once BHAV Acquisition Corp goes public, its securities will trade on the Nasdaq Global Market.

• Units: BHAVU
• Common Stock (Class A ordinary shares): BHAV
• Warrants: BHAVW

8. How many shares and what price range?

Based on the filing, they plan to offer:

• Number of Units: 10,000,000 units initially.
• Price per Unit: $10.00 per unit.

Each unit includes one Class A ordinary share and half of one redeemable warrant. Each whole warrant will be exercisable to purchase one Class A ordinary share at an exercise price of $11.50 per share, and will expire five years after the completion of the initial business combination or earlier upon redemption. You would need to buy at least two units to acquire a whole warrant. The underwriters also hold an option to sell an additional 1,500,000 units (the "Green Shoe" option) if demand is high, which helps stabilize the share price after the IPO.

The initial shareholders (the sponsor and others) also purchased 2,000,000 private placement warrants for $1.00 each, and they acquired their founder shares for a tiny fraction of a cent per share ($0.0065).

The Bottom Line: Investing in a SPAC like BHAV Acquisition Corp means placing a bet on the management team's ability to find and successfully merge with a good private company. It resembles investing in a venture capital fund, but on the public market, and without knowing the specific company you are ultimately buying into yet. Ensure you are comfortable with this level of uncertainty, especially considering the significant dilution, potential conflicts of interest, and the specific 24-month deadline highlighted for this particular SPAC.