Description of Organization and Business Operations	3 Months Ended
Mar. 31, 2026
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS BHAV Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 29, 2025. The Company was incorporated 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 (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company; and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. While the Company may pursue an initial Business Combination opportunity in any business, industry or geographic location, it intends 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, the Company currently intends 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 the Company’s 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”), drones and unmanned-aerial-systems (“UAS”) or financial technology (“fintech”) industry. As of March 31, 2026, the Company had not commenced any operations. All activity for the period from September 29, 2025 (inception) through March 31, 2026, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On March 20, 2026, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of 100,000,000. Each Unit consists of one Public Share and one right (each, a “Share Right”) to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination (the “Public Rights”). Each four (4) Share Rights entitle the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination. The Company will not issue fractional Class A ordinary shares. In addition, 500,000 Class A ordinary shares were issued to the designee of Maxim Group LLC, the representative of the underwriters (“Maxim”), as part of the underwriting compensation relating to the closing of the Initial Public Offering and sale and issuance of the Units (the “Representative Shares”). The registration statement on Form S-1 (File No. 333-293399) relating to the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on March 18, 2026. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 200,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, or $2,000,000 in the aggregate, of which, approximately $1,783,557 was paid in cash and approximately $216,443 was satisfied by reduction of the principal balance underlying the unsecured promissory note, dated as of October 24, 2025 (the “Note”), issued to BHAV Partners LLC (the “Sponsor”), in a private placement to the Sponsor, certain third-party investors (the “third-party investors”), none of which are affiliated with the Sponsor, the Company’s officers, directors, board advisors, Maxim, or any other investor, and certain individuals who are registered persons of Maxim (the “Maxim individuals,” together with the third-party investors the “at-risk capital investors,” and together with the Sponsor the “initial shareholders”), generating gross proceeds of $2,000,000. Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”) and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination (the “Private Placement Rights”). Of the 200,000 Private Placement Units, the Sponsor purchased 135,000 Private Placement Units and the at-risk capital investors purchased 65,000 Private Placements Units, of which, 20,000 Private Placement Units were purchased by Maxim individuals, and 45,000 Private Placement Units were purchased by the third-party investors. Transaction costs amounted to $1,328,871, consisting of $500,000 of cash underwriting fees, $370,000 representing the fair value of the Representative Shares issued to the designee of Maxim and $458,871 of other offering costs. On April 14, 2026, the Company announced that, on or around April 16, 2026, the holders of the Units were able to elect to separately trade the Public Shares and Public Rights included in the Units. Any Units not separated will continue to trade on the Global Market tier of The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “BHAVU.” The Public Shares and the Public Rights that are separated will trade on Nasdaq under the symbols “BHAV” and “BHAVR,” respectively. No fractional Public Rights will be issued upon separation of the Units and only whole Public Rights will trade. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally towards complying with the Company’s financial reporting obligations and consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding income and franchise taxes payable on the income earned on the Trust Account (the “permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering, on March 20, 2026, an amount of $100,000,000 (or $10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and initially invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. The Company will provide the holders of the outstanding Public Shares, excluding the initial shareholders and the Company’s officers, directors and board advisors to the extent that they acquire Public Shares in secondary market transactions (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares in connection with a general meeting called to approve the Business Combination. If the Company does not submit such Business Combination to its shareholders for approval, it will provide such shareholders with the opportunity to have their shares repurchased by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Units (and the underlying securities contained therein). The Public Shares subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only shareholders pass an ordinary resolution under Cayman Islands law and its amended and restated memorandum and articles of association (the “Articles”) approving a Business Combination, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, or approved by a resolution in writing of all of the shareholders entitled to vote on such matter (or such other threshold as may be allowed under the Companies Act (As Revised) of the Cayman Islands), or such other vote as required by applicable law or the stock exchange rules. Subject to limited exceptions, if the Company’s Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, shareholders will be required to pass a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, approving a plan of merger or plan of consolidation. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers, directors and board advisors have agreed to vote their Founder Shares (as defined in Note 5), Public Shares purchased during or after the Initial Public Offering and Private Placement Shares in favor of approving a Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination). The at-risk capital investors have also agreed to vote the Founder Shares, including any Class A ordinary shares issuable upon conversion thereof, and Private Placement Shares beneficially owned by them in favor of any proposals relating to the election of directors to the Company’s board of directors (the “Board”), the consummation of an initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and an amendment and/or restatement to the Articles to extend the date by which the Company must consummate its initial Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote in favor of or vote against, or abstain from voting on, a proposed Business Combination and waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) will be restricted from redeeming their shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The initial shareholders and the Company’s officers, directors and board advisors have agreed (a) to waive their redemption rights with respect to any Founder Shares, Public Shares and Private Placement Shares held by them in connection with the completion of a Business Combination and (b) to waive their redemption rights with respect to any Founder Shares, Public Shares and Private Placement Shares held by them in connection with a shareholder vote to amend the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not consummate a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to the rights of the holders of Class A ordinary shares or pre-initial Business Combination activity. Further, the Sponsor and the Company’s officers, directors and board advisors agreed not to propose, or vote in favor of, an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period or (ii) with respect to any other material provision relating to the rights of holders of Class A ordinary shares or pre-initial Business Combination activity, in each case unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment, unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval or effectiveness of any such amendment. If the Company has not completed a Business Combination (a) within 15 months from the closing of the Initial Public Offering or (b) such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to the Articles (each such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial shareholders and the Company’s officers, directors and board advisors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders, or any of its respective affiliates, and the Company’s officers, directors or board advisors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Description of Organization and Business Operations

3 Months Ended

Mar. 31, 2026

Description of Organization and Business Operations [Abstract]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

BHAV Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 29, 2025. The Company was incorporated 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 (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company; and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. While the Company may pursue an initial Business Combination opportunity in any business, industry or geographic location, it intends 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, the Company currently intends 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 the Company’s 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”), drones and unmanned-aerial-systems (“UAS”) or financial technology (“fintech”) industry.

As of March 31, 2026, the Company had not commenced any operations. All activity for the period from September 29, 2025 (inception) through March 31, 2026, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

On March 20, 2026, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of 100,000,000. Each Unit consists of one Public Share and one right (each, a “Share Right”) to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination (the “Public Rights”). Each four (4) Share Rights entitle the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination. The Company will not issue fractional Class A ordinary shares. In addition, 500,000 Class A ordinary shares were issued to the designee of Maxim Group LLC, the representative of the underwriters (“Maxim”), as part of the underwriting compensation relating to the closing of the Initial Public Offering and sale and issuance of the Units (the “Representative Shares”). The registration statement on Form S-1 (File No. 333-293399) relating to the Company’s Initial Public Offering was declared effective by the Securities and Exchange Commission (the “SEC”) on March 18, 2026.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 200,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, or $2,000,000 in the aggregate, of which, approximately $1,783,557 was paid in cash and approximately $216,443 was satisfied by reduction of the principal balance underlying the unsecured promissory note, dated as of October 24, 2025 (the “Note”), issued to BHAV Partners LLC (the “Sponsor”), in a private placement to the Sponsor, certain third-party investors (the “third-party investors”), none of which are affiliated with the Sponsor, the Company’s officers, directors, board advisors, Maxim, or any other investor, and certain individuals who are registered persons of Maxim (the “Maxim individuals,” together with the third-party investors the “at-risk capital investors,” and together with the Sponsor the “initial shareholders”), generating gross proceeds of $2,000,000. Each Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”) and one right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination (the “Private Placement Rights”). Of the 200,000 Private Placement Units, the Sponsor purchased 135,000 Private Placement Units and the at-risk capital investors purchased 65,000 Private Placements Units, of which, 20,000 Private Placement Units were purchased by Maxim individuals, and 45,000 Private Placement Units were purchased by the third-party investors.

Transaction costs amounted to $1,328,871, consisting of $500,000 of cash underwriting fees, $370,000 representing the fair value of the Representative Shares issued to the designee of Maxim and $458,871 of other offering costs.

On April 14, 2026, the Company announced that, on or around April 16, 2026, the holders of the Units were able to elect to separately trade the Public Shares and Public Rights included in the Units. Any Units not separated will continue to trade on the Global Market tier of The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “BHAVU.” The Public Shares and the Public Rights that are separated will trade on Nasdaq under the symbols “BHAV” and “BHAVR,” respectively. No fractional Public Rights will be issued upon separation of the Units and only whole Public Rights will trade.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally towards complying with the Company’s financial reporting obligations and consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding income and franchise taxes payable on the income earned on the Trust Account (the “permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering, on March 20, 2026, an amount of $100,000,000 (or $10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Units was placed in the trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and initially invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

The Company will provide the holders of the outstanding Public Shares, excluding the initial shareholders and the Company’s officers, directors and board advisors to the extent that they acquire Public Shares in secondary market transactions (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares in connection with a general meeting called to approve the Business Combination. If the Company does not submit such Business Combination to its shareholders for approval, it will provide such shareholders with the opportunity to have their shares repurchased by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses). There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Units (and the underlying securities contained therein).

The Public Shares subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”).

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only shareholders pass an ordinary resolution under Cayman Islands law and its amended and restated memorandum and articles of association (the “Articles”) approving a Business Combination, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, or approved by a resolution in writing of all of the shareholders entitled to vote on such matter (or such other threshold as may be allowed under the Companies Act (As Revised) of the Cayman Islands), or such other vote as required by applicable law or the stock exchange rules. Subject to limited exceptions, if the Company’s Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, shareholders will be required to pass a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, approving a plan of merger or plan of consolidation. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers, directors and board advisors have agreed to vote their Founder Shares (as defined in Note 5), Public Shares purchased during or after the Initial Public Offering and Private Placement Shares in favor of approving a Business Combination (except that any Public Shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would not be voted in favor of approving the Business Combination). The at-risk capital investors have also agreed to vote the Founder Shares, including any Class A ordinary shares issuable upon conversion thereof, and Private Placement Shares beneficially owned by them in favor of any proposals relating to the election of directors to the Company’s board of directors (the “Board”), the consummation of an initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and an amendment and/or restatement to the Articles to extend the date by which the Company must consummate its initial Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote in favor of or vote against, or abstain from voting on, a proposed Business Combination and waive their redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) will be restricted from redeeming their shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The initial shareholders and the Company’s officers, directors and board advisors have agreed (a) to waive their redemption rights with respect to any Founder Shares, Public Shares and Private Placement Shares held by them in connection with the completion of a Business Combination and (b) to waive their redemption rights with respect to any Founder Shares, Public Shares and Private Placement Shares held by them in connection with a shareholder vote to amend the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not consummate a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to the rights of the holders of Class A ordinary shares or pre-initial Business Combination activity. Further, the Sponsor and the Company’s officers, directors and board advisors agreed not to propose, or vote in favor of, an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period or (ii) with respect to any other material provision relating to the rights of holders of Class A ordinary shares or pre-initial Business Combination activity, in each case unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment, unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval or effectiveness of any such amendment.

If the Company has not completed a Business Combination (a) within 15 months from the closing of the Initial Public Offering or (b) such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to the Articles (each such period, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (which interest shall be net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The initial shareholders and the Company’s officers, directors and board advisors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders, or any of its respective affiliates, and the Company’s officers, directors or board advisors acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses.