BHAV Partners II LLC and Giri Devanur filed an initial statement of beneficial ownership (Form 3) with the SEC on October 28, 2026, disclosing holdings in BHAV Acquisition Corp II, listed on NASDAQ:BHAI.

Key Highlights

  • Reporting persons: BHAV Partners II LLC (the "Sponsor") and Giri Devanur, identified as CEO and Director, each filed as 10% owners and/or directors of BHAV Acquisition Corp II.
  • Derivative security disclosed: The Sponsor holds 3,833,333 Class B Ordinary Shares, reported as a derivative security convertible into Class A Ordinary Shares on a one-for-one basis.
  • Forfeiture condition: Up to 500,000 of the Class B Ordinary Shares are subject to forfeiture if the underwriters of the registrant's initial public offering do not exercise their over-allotment option in full.
  • Conversion terms: According to the filing, the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the registrant's initial business combination, or earlier at the option of the holder, with no expiration date.
  • Voting and investment control: The filing states that Giri Devanur, as managing member of the Sponsor, holds voting and investment discretion over the shares held by the Sponsor.
  • Beneficial ownership disclaimer: The filing notes that Mr. Devanur "disclaims beneficial ownership of any such shares except to the extent of their respective pecuniary interest therein."

BHAV Partners II LLC and Giri Devanur Disclose Class B Ordinary Share Position in SPAC Sponsor Filing

BHAV Partners II LLC and Giri Devanur submitted a Form 3 initial statement of beneficial ownership to the SEC, with an event date of October 28, 2026. The filing covers securities of BHAV Acquisition Corp II (NASDAQ:BHAI), a special purpose acquisition company headquartered at 255 Old New Brunswick Rd., Suite N210, Piscataway, New Jersey 08854.

According to the filing, the Sponsor holds 3,833,333 Class B Ordinary Shares acquired pursuant to a subscription agreement between the registrant and the Sponsor. These shares are classified as derivative securities in the filing because they convert into Class A Ordinary Shares upon the completion of the registrant's initial business combination on a one-for-one basis, subject to adjustments described in the registrant's amended and restated memorandum and articles of association. The filing also discloses that up to 500,000 of the reported shares are subject to forfeiture contingent on the underwriters' over-allotment option.

Giri Devanur, listed as CEO and Director of the issuer and managing member of the Sponsor, is identified in the filing as holding voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Both BHAV Partners II LLC and Giri Devanur are listed as reporting persons, with the form filed by more than one reporting person. The Sponsor's address and Devanur's address are both listed as the same location in Piscataway, New Jersey.

What Was Disclosed

BHAV Partners II LLC and Giri Devanur filed an initial Form 3 disclosing 3,833,333 Class B Ordinary Shares in BHAV Acquisition Corp II, held directly by the Sponsor, with up to 500,000 shares subject to forfeiture based on the underwriters' over-allotment option.