BHAV Acquisition Corp II completes IPO and board changes

Item 1.01 Entry into a Material Definitive Agreement

On October 28, 2026, the Registration

Statement on Form S-1 (File No. 333-299203), which was initially filed with the U.S. Securities and Exchange Commission (the "SEC") on September 30, 2026 (as amended, the "Registration Statement"), relating to the initial public offering (the "IPO") of BHAV Acquisition Corp II (the "Company") was declared effective by the SEC.

On

October 30, 2026, the Company consummated the IPO of 10,000,000 units (the "Units"). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a "Class A Ordinary Share"), and one right (each, a "Right"), with each Right entitling the holder thereof to receive one-fourth (1/4) of one Class A Ordinary Share upon the completion of the Company's initial business combination.¹ The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration

Statement:

● An

Underwriting Agreement, dated October 28, 2026, by and between the Company and Maxim Group LLC, as representative of the several underwriters (the "Representative"), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A Rights Agreement, dated October 28, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

● A Letter Agreement, dated October 28, 2026 (the "Letter Agreement"), by and among the Company, its officers, its directors, its board advisors and BHAV Partners II LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

● An Investment Management

Trust Agreement, dated October 28, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trust

Item 3.02 Unregistered Sales of Equity Securities

Simultaneously with the closing of the IPO, pursuant to the Sponsor Purchase Agreement, the Company completed the private sale of an aggregate of 225,000 private placement units (the "Private Units"), which were sold at a purchase price of $10.00 per Private Unit, generating aggregate gross proceeds to the Company of $2,250,000.² The Private Units are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement.^{3 3}Additionally, the Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until after the completion of the Company's initial business combination.³ No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

Item 5.02 Departure of Directors or Certain

Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on October 29, 2026,⁴

in connection with the trading of the Units on the Nasdaq Global Market ("Nasdaq"), Piyush Sadana, John Patrick O'Connell and Balaji Swaminathan became members of the Company's board of directors (the "Board").⁴

The Board has determined that each of Messrs.^{5 5}Sadana, O'Connell and Swaminathan is an independent directors under Nasdaq's listing standards and under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that Mr. Swaminathan qualifies as an "audit committee financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.^{5 5}Messrs.^{5 5}Sadana, O'Connell and Swaminathan will each serve as members of the audit committee, nominating committee and compensation committee of the Board, with Mr. Swaminathan serving as chair of the audit committee⁵, Mr. O'Connell serving as chair of the nominating committee and Mr. Sadana serving as chair of the compensation committee.

Prior to the Company's consummation of its IPO, the Sponsor transferred non-managing membership interests to each of Messrs. Sadana, O'Connell and Swaminathan representing an indirect interest in an aggregate of 150,000 founder shares, or 25,000 shares each, except for Mr. Swaminathan, who received an indirect interest in 100,000 founder shares, as compensation for their services as directors.

In connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity

Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.6, herewith.

Other than as set forth in