BHAV Acquisition Corp II (BHAI): director Piyush Sadana elected to the board

Events in this filing

Item 5.02 as filed

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,
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”).
The Board has determined that
each of Messrs. 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. Messrs. 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 committee, 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