BHAV Partners II LLC and its managing member Giri Devanur filed a Schedule 13D with the SEC on November 4, 2026, disclosing beneficial ownership of shares in BHAV Acquisition Corp II following events dated October 28, 2026.

Key Highlights

  • Reporting persons: BHAV Partners II LLC (the Sponsor) and Giri Devanur, as managing member of the Sponsor, are the two reporting persons named in the filing.
  • Beneficial ownership: Each reporting person is listed as beneficially owning 4,058,333 shares, representing 28.17% of the class, with shared voting and dispositive power over all shares and no sole voting or dispositive power.
  • Founder Shares: The Sponsor acquired 5,750,000 Founder Shares on June 25, 2026 for $25,000 (approximately $0.0043 per share), then forfeited 1,916,667 on October 23, 2026 in a share recapitalization, leaving 3,833,333 Founder Shares at an effective purchase price of $0.0065 per share.
  • Forfeiture condition: Up to 500,000 of the remaining Founder Shares are subject to forfeiture if the underwriters do not exercise their over-allotment option.
  • Private Placement Units: The Sponsor purchased 225,000 Private Placement Units on October 28, 2026 for an aggregate purchase price of $2,250,000, with up to $125,000 of that amount paid through reduction of an outstanding promissory note dated June 25, 2026.
  • Excluded shares: 56,250 Class A ordinary shares issuable upon conversion of the Private Placement Rights are excluded from the reported beneficial ownership totals.

Sponsor and CEO Disclose Combined 28.17% Stake in BHAV Acquisition Corp II

According to the Schedule 13D filing, BHAV Partners II LLC and Giri Devanur each report beneficial ownership of 4,058,333 Class A ordinary shares of BHAV Acquisition Corp II, a Cayman Islands exempted company. The filing states that the 4,058,333 figure includes 3,833,333 Founder Shares (Class B ordinary shares, par value $0.0001) and 225,000 Class A ordinary shares underlying Private Placement Units. The Founder Shares are automatically convertible into Class A ordinary shares at the time of the Issuer's initial 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.

The filing discloses that the Sponsor originally acquired 5,750,000 Founder Shares on June 25, 2026 for $25,000, and subsequently forfeited 1,916,667 of those shares on October 23, 2026 in a share recapitalization for no consideration. The resulting 3,833,333 Founder Shares carry an effective purchase price of $0.0065 per share, as stated in the filing. The Private Placement Units were purchased concurrently with the closing of the IPO on October 28, 2026 at $10.00 per unit, with the aggregate $2,250,000 purchase price funded by the Sponsor's working capital, except that up to $125,000 was paid through the reduction of the outstanding principal amount of a promissory note between the Issuer and the Sponsor.

The filing identifies Giri Devanur as Executive Chairman of reAlpha Tech Corp., managing member of the Sponsor, CEO and board member of BHAV Acquisition Corp (BHAV I), and CEO and board member of BHAV Acquisition Corp II. The Sponsor's principal business, according to the filing, was to form the Issuer, invest in its securities, and assist with its IPO process and business combination target identification. The principal business address for each reporting person is listed as 255 Old New Brunswick Rd., Suite N210, Piscataway, NJ 08854.

What Was Disclosed

The Schedule 13D discloses that BHAV Partners II LLC and Giri Devanur together hold 4,058,333 shares representing 28.17% of BHAV Acquisition Corp II's Class A ordinary shares, comprising Founder Shares and Private Placement Unit shares acquired between June and October 2026.