SEC Form 4 · accession 0001213900-26-066971
BurTech Acquisition Corp II · BRKH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roman Livson
Officer — CFO and Director · Director · 10% Owner
Period of report
May 21, 2026
Accepted (ET)
Jun 9, 2026 · 7:06 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002098707
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1 | May 26, 2026 | P$0 | 220,000 | — | A | 220,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase Class A Ordinary SharesF1,F2 | $11.50 | May 26, 2026 | P | 220,000 | A | — | — | Class A Ordinary Shares | 220,000 | 220,000 | I |
| Class B Ordinary SharesF3 | $0.00 | May 26, 2026 | P | 3,053,571 | A | — | — | Class A Ordinary Shares | 3,053,571 | 3,053,571 | I |
Explanation of responses
- F1Reflects the 220,000 private units owned by Burtech Sponsor II LLC, the Issuer's sponsor(the "Sponsor"). Each private unit consists of one Class A ordinary share, $0.0001 par value per share, and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. The private units were purchased pursuant to a Private Placement Units Purchase Agreement, dated May 21, 2026, by and between the Sponsor and the Issuer, at $10.00 per unit for an aggregate purchase price of $2,200,000. Roman Livson is the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Livson disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- F2The warrants included in the private units will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the initial business combination or earlier upon redemption or liquidation.
- F3Reflects 3,053,571 Class B ordinary shares, $0.0001 par value per share, held directly by the Sponsor, after the surrender 514,286 Class B ordinary shares because the underwriter did not exercise its over-allotment option, which shares shall convert into Class A ordinary shares automatically at the time of the business combination, on a one-for-one basis. Roman Livson is the managing member of the Sponsor and holds voting and investment discretion with respect to the securities held of record by the Sponsor. Mr. Livson disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.