11/13/2026 | Press release | Distributed by Public on 11/13/2026 20:21
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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) | 11/12/2026 | P | 5,098 | (3) | (3) | Class A Ordinary Shares | 1,274(4) | (1)(3) | 230,098 | D(2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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BHAV Partners II LLC C/O BHAV ACQUISITION CORP II 255 OLD NEW BRUNSWICK RD., SUITE N210 PISCATAWAY, NJ 08854 |
X | |||
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Devanur Giri C/O BHAV ACQUISITION CORP II 255 OLD NEW BRUNSWICK RD., SUITE N210 PISCATAWAY, NJ 08854 |
X | X | CEO | |
| /s/ BHAV Partners II LLC, By: Giri Devanur, as Managing Member | 11/13/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Giri Devanur | 11/13/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reflects the 5,098 Class A ordinary shares of the registrant that are included in the 5,098 private placement units of the registrant purchased by BHAV Partners II LLC (the "Sponsor") on November 12, 2026 in connection with the underwriters' partial exercise of their over-allotment option. 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 his pecuniary interest therein. |
| (3) | Each right converts automatically into one-fourth (1/4) of one Class A ordinary share upon consummation of the registrant's initial business combination, subject to certain adjustments described in the rights agreement governing the rights. 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 1,274 Class A ordinary shares (reflecting the rounding down of 1,274.5 shares) issuable upon conversion of the 5,098 rights included in the private placement units purchased by the Sponsor on November 12, 2026, upon consummation of the registrant's initial business combination. Following the reported transaction, the Sponsor holds 230,098 rights, which will convert into an aggregate of 57,524 Class A ordinary shares (reflecting the rounding down of 57,524.50 shares to the nearest whole share, as no fractional Class A ordinary shares will be issued upon conversion of the rights). |