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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
May 21, 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 1.01. Entry into a Material Definitive
Agreement.
On May 13, 2026, the registration statement on
Form S-1 (File No. 333-295232) (the “Registration Statement”) relating to the initial public offering (the “IPO”)
of Burtech Acquisition Corp II, a Cayman Islands exempted company (the “Company”) was declared effective by the U.S. Securities
and Exchange Commission (the “SEC”).
On May 26, 2026, the Company consummated its IPO,
which consisted of 8,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value (“Class
A Ordinary Share”) and one redeemable warrant of the Company (each, a “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 Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of $80,000,000.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statements, filed
with the SEC:
| ● | Underwriting Agreement, dated May 21, 2026, by and between the
Company and D. Boral Capital, LLC, as representative of the underwriters in the IPO (“D. Boral”), a copy of which is attached
as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | Warrant
Agreement, dated as of May 21, 2026, by and between the Company and Continental Stock Transfer
& Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 and incorporated
herein by reference; |
| ● | Letter
Agreement, dated May 21, 2026, by and among the Company, Burtech Sponsor II, LLC (the “Sponsor”)
the officers and directors of the Company and certain third-party investors, a copy of which
is attached as Exhibit 10.1 and incorporated herein by reference; |
| ● | Investment
Management Trust Agreement, dated as of May 21, 2026, by and between the Company and Continental
Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2
and incorporated herein by reference; |
| ● | Registration
Rights Agreement, dated as of May 21, 2026, by and among the Company, the Sponsor and certain
security holders of the Company, a copy of which is attached as Exhibit 10.3 and incorporated
herein by reference; |
| ● | Private
Placement Units Purchase Agreement, dated May 21, 2026, by and between the Company and the
Sponsor, a copy of which is attached as Exhibit 10.4 and incorporated herein by reference; |
| ● | Founder
Shares and Private Placement Units Purchase Agreement, dated May 21, 2026, by and among the
Company, the Sponsor and the third-party investor signatories thereto, a copy of which is
attached as Exhibit 10.5 and incorporated herein by reference; |
| ● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Shahal M. Khan, a copy
of which is attached as Exhibit 10.6 and incorporated herein by reference; |
| ● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Roman Livson, a copy
of which is attached as Exhibit 10.7 and incorporated herein by reference; |
| ● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Leon Golden, a copy of
which is attached as Exhibit 10.8 and incorporated herein by reference; |
| ● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Sergey Alekseev, a copy
of which is attached as Exhibit 10.9 and incorporated herein by reference; |
| ● | Indemnity
Agreement, dated as of May 21, 2026, by and between the Company and Scott E. Young, a copy
of which is attached as Exhibit 10.10 and incorporated herein by reference; and |
| ● | Administrative
Services Agreement, dated May 21, 2026, by and between the Company and the Sponsor, a copy
of which is attached as Exhibit 10.11 and incorporated herein by reference. |
As of May 26, 2026, a total of $80,400,000 of
the net proceeds from the IPO and the Private Placement (as defined below) was deposited in a trust account established for the benefit
of the Company’s public shareholders.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the
Company completed the private sale of an aggregate of 252,000 private placement units (the “Private Units”), at a purchase
price of $10.00 per Private Unit, of which 222,000 Private Units were sold to the Sponsor and 30,000 Private Units were sold to third-party
investors, generating gross proceeds to the Company of $2,520,000. The Private Units are identical to the public Units sold in the IPO,
except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.
The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2026, in connection with the IPO, Shahal
M. Khan, Leon Golden, Scott E. Young and Sergey Alekseev were appointed to the board of directors of the Company. Leon Golden, Scott E.
Young and Sergey Alekseev are independent directors. Effective May 21, 2026, Leon Golden, Scott E. Young and Sergey Alekseev were appointed
to the Board’s Audit Committee (with Mr. Golden serving as chair of the Audit Committee); Leon Golden, Scott E. Young and Sergey
Alekseev were appointed to the Compensation Committee (with Mr. Young serving as chair of the Compensation Committee and Mr. Golden qualifying
as an “audit committee financial expert” as defined in applicable SEC rules); and Leon Golden, Scott E. Young and Sergey Alekseev
were appointed to the Nominating and Corporate Governance Committee (with Mr. Alekseev serving as chair of the Nominating and Corporate
Governance Committee).
On May 21, 2026, in connection with their appointments
to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed,
respectively, as Exhibits 10.1 and 10.6, 10.7, 10.8, 10.9 and 10.10 herewith.
Other than the foregoing, none of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On May 21, 2026, and in connection with the IPO,
the Company adopted and filed its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and
Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
A total of $80,400,000 was placed in a U.S.-based
trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned
on the funds held in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will
not be released from the trust account until the earliest of (1) the completion of the Company’s initial business combination;
(2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended
and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to provide for the redemption
of the Company’s public shares in connection with an initial business combination or to redeem 100% of its public shares if the
Company has not consummated its initial business combination within the period of time (a) commencing on, and including the completion
of the IPO and (b) ending on the date that is 15 months from the closing of the IPO (or up to 21 months from the closing of the IPO, if
such date is extended by up to two three-month extensions, upon the deposit by the sponsor into the trust account of $0.10 per public
Class A ordinary share then issued and outstanding, for each three month extension or such earlier date as the directors may approve (the
“completion window”) or (ii) with respect to any other material provision relating to the rights of holders of the Class A
ordinary shares or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares
if the Company is unable to complete its initial business combination within the completion window, subject to applicable law.
On May 21, 2026, the Company issued a press release
announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 26, 2026, the Company issued a press release
announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated May 21, 2026, by and between the Company and D. Boral Capital, LLC, as representative of the underwriters. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Warrant Agreement, dated as of May 21, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Letter Agreement, dated May 21, 2026,
by and among the Company, the Sponsor, the officers and directors of the Company. |
| 10.2 |
|
Investment Management Trust Agreement, dated as of May 21, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated as of May 21, 2026, by and among the Company, the Sponsor and certain security holders of the Company. |
| 10.4 |
|
Private Placement Units Purchase Agreement, dated May 21, 2026, by and between the Company and the Sponsor. |
| 10.5 |
|
Founder Shares and Private Placement Units Purchase Agreement, dated May 21, 2026, by and among the Company, the Sponsor and the third-party investor signatories. |
| 10.6 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Shahal M. Khan. |
| 10.7 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Roman Livson. |
| 10.8 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Leon Golden. |
| 10.9 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Sergey Alekseev. |
| 10.10 |
|
Indemnity Agreement, dated as of May 21, 2026, by and between the Company and Scott E. Young. |
| 10.11 |
|
Administrative Services Agreement,
dated May 21, 2026, by and between the Company and the Sponsor. |
| 99.1 |
|
Press Release, dated May 21, 2026. |
| 99.2 |
|
Press Release, dated May 26, 2026. |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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: May 26, 2026 |
|
| |
|
| |
Burtech Acquisition Corp II |
| |
By: |
/s/ Shahal M. Khan |
| |
Name: |
Shahal M. Khan |
| |
Title: |
Chief Executive Officer |
4
Exhibit 99.1
Burtech Acquisition Corp II Announces Pricing
of $80,000,000 Initial Public Offering
Coral Gables, FL, May 21, 2026 – Burtech
Acquisition Corp II (the “Company”), a newly organized special purpose acquisition company formed as a Cayman Islands exempted
company, today announced the pricing of its initial public offering of 8,000,000 units at an offering price of $10.00 per unit, with each
unit consisting of one Class A ordinary share and one redeemable warrant. Each whole warrant, which becomes exercisable 30 days after
the completion of the Company’s initial business combination, will entitle the holder thereof to purchase one Class A ordinary share
at $11.50 per share, subject to adjustments. The units are expected to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under
the ticker symbol “BRKHU” beginning May 22, 2026. No fractional warrants will be issued upon separation of the units and only
whole warrants will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and the warrants
are expected to be traded on Nasdaq under the symbols “BRKH” and “BRKHW,” respectively.
D. Boral Capital LLC is acting as sole book-running
manager for the offering.
Loeb & Loeb LLP served as legal counsel to
the Company. Norton Rose Fulbright US LLP served as legal counsel to the underwriters.
The Company has granted the underwriter a 45-day
option to purchase up to an additional 1,200,000 units at the initial public offering price to cover over-allotments, if any. The offering
is expected to close on May 26, 2026 subject to customary closing conditions.
A registration statement relating to the securities
sold in the initial public offering was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May
13, 2026. The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: D.
Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by emailing dbccapitalmarkets@dboralcapital.com, or by
accessing the SEC’s website at www.sec.gov.
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, also commonly known as a special purpose acquisition company, incorporated for the
purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses or entities. While the Company may pursue a business combination in any sector, the Company will primarily
focus on businesses in the retail, lifestyle, hospitality, technology or real
estate markets. The Company’s management team is led by Shahal M. Khan, its Chief Executive Officer and a member of the Board
of Directors.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the Company’s initial public offering (“IPO”) and
search for an initial business combination. No assurance can be given that the IPO be completed on the terms described, or at all. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk
Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies 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:
Shahal M. Khan
Chief Executive Officer
shahal@burkhan.world
Exhibit 99.2
Burtech Acquisition Corp II Announces Closing
of $80,000,000 Initial Public Offering
Coral Gables, FL, May 26, 2026 – Burtech
Acquisition Corp II (Nasdaq: BRKHU) (the “Company”), a newly organized special purpose acquisition company formed as a Cayman
Islands exempted company, today announced the closing of its initial public offering of 8,000,000 units at an offering price of $10.00
per unit, resulting in aggregate gross proceeds to the Company of $80,000,000. Each unit consists of one Class A ordinary share and one
redeemable warrant. Each whole warrant, which becomes exercisable 30 days after the completion of the Company’s initial business
combination, will entitle the holder thereof to purchase one Class A ordinary share at $11.50 per share, subject to adjustments. The units
are listed on The Nasdaq Stock Market LLC (“Nasdaq”) and trade under the ticker symbol “BRKHU”. No fractional
warrants will be issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin
separate trading, the Class A ordinary shares and the warrants are expected to be traded on Nasdaq under the symbols “BRKH”
and “BRKHW,” respectively.
The Company intends to use the net proceeds from
the offering and the simultaneous private placement of units to pursue and consummate a business combination with one or more businesses.
D. Boral Capital LLC is acting as sole book-running
manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 1,200,000 units at the
initial public offering price to cover over-allotments, if any.
Loeb & Loeb LLP served as legal counsel to
the Company. Norton Rose Fulbright US LLP served as legal counsel to the underwriters.
The offering was made only by means of a prospectus.
Copies of the prospectus may be obtained from: D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by emailing
dbccapitalmarkets@dboralcapital.com, or by accessing the Securities and Exchange Commission (“SEC”) website at www.sec.gov.
A registration statement relating to the securities
has been filed with, and declared effective by, the SEC. 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, also commonly known as a special purpose acquisition company, for the
purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses or entities. While the Company may pursue a business combination in any sector, the Company will primarily
focus on businesses in the retail, lifestyle, hospitality, technology or real
estate markets. The Company’s management team is led by Shahal M. Khan, its Chief Executive Officer and a member of the Board
of Directors.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the anticipated use of the net proceeds thereof and the Company’s
search for an initial business combination. No assurance can be given that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the offering filed with
the SEC. Copies 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:
Shahal M. Khan
Chief Executive Officer
shahal@burkhan.world