false
0002098707
00-0000000
0002098707
2026-07-10
2026-07-10
0002098707
BRKHU:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRedeemableWarrantMember
2026-07-10
2026-07-10
0002098707
BRKHU:ClassOrdinarySharesParValue0.0001PerShareMember
2026-07-10
2026-07-10
0002098707
BRKHU:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareMember
2026-07-10
2026-07-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July
10, 2026
Date of Report (Date of earliest event reported)
Burtech Acquisition Corp II
(Exact name of Registrant as specified in its charter)
| Cayman Islands |
|
001-43311 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
Number) |
5601 Arbor Lane
Coral Gables, FL |
|
33156 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (202) 790-8050
N/A
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one redeemable warrant |
|
BRKHU |
|
The
Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BRKH |
|
The
Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share |
|
BRKHW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events.
On
July 10, 2026, Burtech Acquisition Corp II (the “Company”), announced that, on or about July 14, 2026, the holders
of the Company’s units (the “Units”) may elect to separately trade the ordinary shares and warrants included
in the Units. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Ordinary Share”) and
one redeemable warrant (“warrant”). Each warrant entitles the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”)
under the symbol “BRKHU.” Any underlying Ordinary Shares and warrants that are separated will trade on Nasdaq under the symbols
“BRKH” and “BRKHW,” respectively. Holders of Units will need to have their brokers contact Continental Stock
Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Ordinary Shares
and Rights.
A
copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto
as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated July 10, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
July 10, 2026 |
|
|
| |
|
|
| |
Burtech
Acquisition Corp II |
| |
|
|
| |
By: |
/s/
Shahal M. Khan |
| |
Name:
|
Shahal
M. Khan |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Burtech
Acquisition Corp II Announces the Separate
Trading of its Class A Ordinary Shares and Warrants
Commencing July 14, 2026
NEW
YORK, JULY 10, 2026 – Burtech Acquisition Corp II (the “Company”), a special purpose acquisition company formed
as a Cayman Islands exempted company, today announced that commencing July 14, 2026, holders of the units sold in the Company’s
initial public offering completed on May 21, 2026, may elect to separately trade the Class A ordinary shares of the Company and the warrants
included in such units on the Nasdaq Global Market tier of The Nasdaq Stock Market LLC (“Nasdaq”). Each unit consists
of one Class A ordinary share of the Company, $0.0001 par value per share, and one redeemable warrant, each warrant entitling the holder
to purchase one Class A ordinary share upon exercise, at a price of $11.50 per share.
The
Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “BRKH” and “BRKHW,”
respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not
separated will continue to trade on Nasdaq under the symbol “BRKHU.” Holders of units will need to have their brokers contact
Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary
shares and warrants.
The
units were initially offered by the Company in an underwritten offering. D Boral Capital LLC acted as lead book-running manager.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Burtech Acquisition Corp II
Burtech
Acquisition Corp II is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses in any industry, sector or geographic location, but with a focus on acquiring a business that participates within the
retail, lifestyle, hospitality, technology or real estate markets..
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s
initial public offering and the Company’s search for and/or completion of an initial business combination. No assurance can be
given that the offering will be completed on the terms described, or at all, or that the Company will complete an initial business combination.
Forward-looking statements are subject to numerous risks, conditions and other uncertainties, many of which are beyond the control of
the Company, including those set forth in the Risk Factors section of the Company’s prospectus for the Company’s offering
filed with the U.S. Securities and Exchange Commission (the “SEC”), declared effective on May 13, 2026. Copies of these documents
are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions
or changes after the date of this release, except as required by law.
Contacts
Roman
Livson
roman@burkhan.world