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SCHEDULE 13D Filed 2026-11-04 Event 2026-10-28 SEC 0001213900-26-116047 →

BHAV Partners II LLC → BHAV Acquisition Corp II BHAIU

Stake: 28.17% Shares: 4,058,333 CUSIP: G1R59T108 Class: Class A ordinary shares, par value $0.0001 per share
Composite Decision Signal · PASS (LOW BASE-RATE EDGE) Conviction Score: 22/100
  • Active Schedule 13D filer baseline
  • High conviction ownership stake (28.2%)

Item 4 — Purpose of Transaction

Founder Shares - On June 25, 2026, the Sponsor acquired an aggregate of 5,750,000 Founder Shares for $25,000, or approximately $0.0043 per share. Subsequently, on October 23, 2026, the Sponsor forfeited 1,916,667 Founder Shares in a share recapitalization for no consideration, resulting in the Sponsor holding a total of 3,833,333 Founder Shares (at an effective purchase price per share of $0.0065), of which up to 500,000 are subject to forfeiture to the extent the underwriters do not exercise their over-allotment option in connection with the Issuer's initial public offering (the "IPO"). The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination (the "Business Combination"), or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights described in the Registration Statement. Private Placement Units - Pursuant to a Private Placement Unit Subscription Agreement, dated as of October 28, 2026 (the "Placement Agreement"), the Sponsor purchased 225,000 Private Placement Units from the Issuer for an aggregate purchase price of $2,250,000 concurrently with the closing of the IPO. Each Placement Unit consists of one Class A ordinary share and one right to receive one-fourth (1/4) of one Class A ordinary share. The Private Placement Units are identical to the units sold in the IPO, except as described in the Registration Statement. The foregoing description of the Placement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is incorporated herein by reference. Letter Agreement - The Sponsor and the Issuer entered into a letter agreement (the "Letter Agreement") with other parties named thereunder on October 28, 2026, pursuant to which the Sponsor agreed to (i) waive its redemption rights with respect to its Founder Shares, Private Placement Units (including the underlying securities therein) and any Class A ordinary shares purchased during or after the IPO (the "public shares") in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to its Founder Shares, Private Placement Units (including the underlying securities therein) and any public shares in connection with the completion of the Business Combination in connection with a shareholder vote to approve an amendment to the Issuer's amended and restated memorandum and articles of association (A) to modify the substance or timing of the Issuer's obligation to allow redemption in connection with the Issuer's Business Combination or certain amendments to the Issuer's amended and restated memorandum and articles of association prior thereto or to redeem 100% of the Issuer's public shares if the Issuer does not complete the Business Combination within 8 months from the closing of the IPO, unless extended (the "Combination Period") or (B) with respect to any other provision relating to the rights of the holders of Class A ordinary shares or pre-Business Combination activity and (iii) waive its rights to liquidating distributions from the trust account with respect to its Founder Shares and the Private Placement Units (including the underlying securities therein) if the Issuer fails to complete the Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if the Issuer fails to complete the Business Combination within the Combination Period. Pursuant to the Letter Agreement, the Sponsor agreed to vote any Founder Shares, Private Placement Units (including the underlying securities therein) and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination (except that any public shares the Sponsor may purchase in compliance with the requirements of Rule 14e-5 under the Act would not be voted in favor of approving the Business Combination). If the Issuer submits the Business Combination to its public shareholders for a vote, the Issuer will complete the Business Combination only if a simple majority of the issued and outstanding ordinary shares of the Issuer, voting together as a single class, votes in favor of the Business Combination. Further pursuant to the Letter Agreement, the Sponsor has agreed not to transfer, assign or sell the Founder Shares and any Class A ordinary shares purchased during or after the IPO, as applicable, until the earlier of (i) six months after the date of the consummation of the Business Combination or (ii) the date on which the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days wit

Cross-References

Insider Activity (last 365d)
1 transaction
1 buys · 0 sales · 0 awards/exercises
Issuer Cluster
1 13D/G filings on this issuer
0 other filings besides this one
Filer Track Record
1 filings by this filer
0 other filings in the data moat
Short Interest
—
Not in latest FINRA snapshot

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-10-30 BHAV Partners II LLC director, officer, 10%+ owner Buy 225,000 — —

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