BHAV Acquisition Corp II sponsor buys 225,000 units

The 225,000 rights represent 56,250 underlying Class A shares, issuable upon consummation of the initial business combination.

Available on EDGAR 11/02/2026 - 07:00 PM EST Accepted by SEC EDGAR 11/02/2026 - 07:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

BHAV Acquisition Corp II’s sponsor, BHAV Partners II LLC, purchased 225,000 private placement units on October 30, 2026, for $10.00 per unit. Each unit consists of one Class A ordinary share and a right to receive one-fourth of a share upon consummation of the initial business combination. The rights represent 56,250 underlying shares and will expire worthless if the business combination is not completed within the applicable period. After the purchase, the sponsor held 225,000 Class A ordinary shares and 225,000 rights. CEO and director Giri Devanur has voting and investment discretion over the sponsor-held securities and disclaims beneficial ownership except to the extent of his pecuniary interest. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Net Buyer: 450,000 shares

Net Buy 2 txns

Insider BHAV Partners II LLC, Devanur Giri

Role 10% Owner | CEO and Director

Bought 450,000 shs

Type	Security	Shares	Price	Value
Purchase	Rights to receive one-fourth of one Class A ordinary share F3, F1, F4, F2	225,000	--	--
Purchase	Class A ordinary shares F1, F2	225,000	--	--

Holdings After Transaction: Rights to receive one-fourth of one Class A ordinary share — 225,000 contracts (Direct); Class A ordinary shares — 225,000 shares (Direct)

Footnotes (4)

1. F1. Reflects the 225,000 Class A ordinary shares of the registrant that are included in the 225,000 private placement units of the registrant purchased by BHAV Partners II LLC (the "Sponsor"). Each private placement unit was purchased for $10.00 per unit and consists of one Class A ordinary share and one right to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the registrant's initial business combination.
2. F2. The reporting owner, the Sponsor, in whose name the securities reported herein are held, is managed by its managing member, Giri Devanur. Mr. Devanur is also the Chief Executive Officer and director of the registrant. Mr. Devanur holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Devanur may be deemed a beneficial owner of securities held by the Sponsor but he disclaims beneficial ownership of any such securities except to the extent of their respective pecuniary interest therein.
3. F3. Each right converts automatically into one-fourth (1/4) of one Class A ordinary shares upon consummation of the registrant's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights. If the initial business combination is not consummated within the applicable time period specified in the registrant's amended and restated memorandum and articles of association, as currently in effect, the rights shall expire and shall be worthless.
4. F4. Represents the 56,250 Class A ordinary shares issuable upon conversion of the rights included in the Sponsor's private placement units upon consummation of the registrant's initial business combination.

Key Figures

Private placement units purchased: 225,000 units Unit purchase price: $10.00 per unit Class A ordinary shares: 225,000 shares +2 more

5 metrics

Private placement units purchased 225,000 units Purchased by BHAV Partners II LLC on October 30, 2026

Unit purchase price $10.00 per unit Private placement units

Class A ordinary shares 225,000 shares Held by BHAV Partners II LLC following the purchase

Rights 225,000 rights Held by BHAV Partners II LLC following the purchase

Underlying Class A ordinary shares 56,250 shares Issuable upon conversion of the rights upon consummation of the initial business combination

Key Terms

private placement units, initial business combination, pecuniary interest, beneficial owner

4 terms

private placement units financial

"225,000 private placement units of the registrant purchased"

initial business combination technical

"upon consummation of the registrant's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

pecuniary interest financial

"except to the extent of their respective pecuniary interest therein"

beneficial owner regulatory

"may be deemed a beneficial owner of securities held by the Sponsor"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BHAIU’s sponsor purchase?

BHAV Partners II LLC purchased 225,000 private placement units on October 30, 2026, for $10.00 per unit. Each unit contained one Class A ordinary share and one right to receive one-fourth of a Class A ordinary share upon consummation of the initial business combination. No Rule 10b5-1 plan is reported.

When do BHAIU’s private-placement rights convert?

Each right converts automatically into one-fourth of one Class A ordinary share upon consummation of the initial business combination, subject to certain adjustments. No fractional shares will be issued upon conversion, and the rights expire and become worthless if the business combination is not consummated within the applicable period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BHAV Partners II LLC

(Last) (First) (Middle)

C/O BHAV ACQUISITION CORP II

255 OLD NEW BRUNSWICK RD., SUITE N210

(Street)

PISCATAWAY NEW JERSEY 08854

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BHAV Acquisition Corp II [ BHAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	10/30/2026		P		225,000(1)	A	(1)	225,000	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights to receive one-fourth of one Class A ordinary share	(3)	10/30/2026		P		225,000		(3)	(3)	Class A Ordinary Shares	56,250(4)	(1)(3)	225,000	D(2)

1. Name and Address of Reporting Person^*

BHAV Partners II LLC

(Last) (First) (Middle)

C/O BHAV ACQUISITION CORP II

255 OLD NEW BRUNSWICK RD., SUITE N210

(Street)

PISCATAWAY NEW JERSEY 08854

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Devanur Giri

(Last) (First) (Middle)

C/O BHAV ACQUISITION CORP II

255 OLD NEW BRUNSWICK RD., SUITE N210

(Street)

PISCATAWAY NEW JERSEY 08854

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Director

Explanation of Responses:

1. Reflects the 225,000 Class A ordinary shares of the registrant that are included in the 225,000 private placement units of the registrant purchased by BHAV Partners II LLC (the "Sponsor"). Each private placement unit was purchased for $10.00 per unit and consists of one Class A ordinary share and one right to receive one-fourth (1/4) of one Class A ordinary share upon consummation of the registrant's initial business combination.

2. The reporting owner, the Sponsor, in whose name the securities reported herein are held, is managed by its managing member, Giri Devanur. Mr. Devanur is also the Chief Executive Officer and director of the registrant. Mr. Devanur holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Devanur may be deemed a beneficial owner of securities held by the Sponsor but he disclaims beneficial ownership of any such securities except to the extent of their respective pecuniary interest therein.

3. Each right converts automatically into one-fourth (1/4) of one Class A ordinary shares upon consummation of the registrant's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights. If the initial business combination is not consummated within the applicable time period specified in the registrant's amended and restated memorandum and articles of association, as currently in effect, the rights shall expire and shall be worthless.

4. Represents the 56,250 Class A ordinary shares issuable upon conversion of the rights included in the Sponsor's private placement units upon consummation of the registrant's initial business combination.

	/s/ BHAV Partners II LLC, By: Giri Devanur, as Managing Member	11/02/2026
	/s/ Giri Devanur	11/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)