Bhav Acquisition Corp. II

11/13/2026 | Press release | Distributed by Public on 11/13/2026 20:21

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
BHAV Partners II LLC
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)
(Last) (First) (Middle)
C/O BHAV ACQUISITION CORP II, 255 OLD NEW BRUNSWICK RD., SUITE N210
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2026
(Street)
PISCATAWAY, NJ 08854
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 11/12/2026 P 5,098(1) A (1) 230,098 D(2)
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)
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 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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BHAV Partners II LLC
C/O BHAV ACQUISITION CORP II
255 OLD NEW BRUNSWICK RD., SUITE N210
PISCATAWAY, NJ 08854
X
Devanur Giri
C/O BHAV ACQUISITION CORP II
255 OLD NEW BRUNSWICK RD., SUITE N210
PISCATAWAY, NJ 08854
X X CEO

Signatures

/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

Explanation of Responses:

* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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