BurTech CEO reports 3.57M Class B share holdings

BurTech Acquisition Corp II director and CEO Shahal M. Khan reported his initial beneficial ownership position.

Accepted by SEC EDGAR 05/21/2026 - 08:20 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BurTech Acquisition Corp II director and CEO Shahal M. Khan reported his initial beneficial ownership position. The filing shows indirect ownership of 3,567,857 Class B ordinary shares through Burtech Sponsor II LLC, where he has voting and dispositive power but disclaims beneficial ownership except for any pecuniary interest.

The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis in connection with the company’s initial business combination or earlier at the holders’ option, and they have no expiration date.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Khan Shahal

Role Director and CEO

Type	Security	Shares	Price	Value
Holding	Class B ordinary shares	--	--	--

Holdings: Class B ordinary shares — 3,567,857 contracts (Indirect, See Footnote)

Footnotes (2)

1. F1. Consists of shares owned by Burtech Sponsor II LLC (the "sponsor"). Shahal M. Khan is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Khan disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
2. F2. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

Key Figures

Indirect Class B holdings: 3,567,857 shares Conversion ratio: 1-for-1 Exercise price: $0.0000 per share

3 metrics

Indirect Class B holdings 3,567,857 shares Class B ordinary shares held via Burtech Sponsor II LLC

Conversion ratio 1-for-1 Class B ordinary shares into Class A ordinary shares

Exercise price $0.0000 per share Conversion/exercise price shown in derivative summary

Key Terms

Class B ordinary shares, Class A ordinary shares, beneficial ownership, pecuniary interest, +1 more

5 terms

Class B ordinary shares financial

"Consists of shares owned by Burtech Sponsor II LLC (the "sponsor")."

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently…"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

beneficial ownership financial

"Mr. Khan disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest…"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"other than to the extent of any pecuniary interest he may have therein, directly or indirectly."

initial business combination financial

"concurrently with or immediately following the consummation of the Issuer's initial business combination…"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the BurTech Acquisition Corp II (BRKHU) Form 3 report for Shahal M. Khan?

The Form 3 reports Shahal M. Khan’s initial beneficial ownership as director and CEO. It shows indirect holdings of 3,567,857 Class B ordinary shares through Burtech Sponsor II LLC, rather than any new purchase or sale transaction.

How many BurTech Acquisition Corp II Class B shares are indirectly held for Shahal M. Khan?

The filing shows 3,567,857 Class B ordinary shares indirectly held through Burtech Sponsor II LLC. Khan has voting and dispositive power over these shares but disclaims beneficial ownership beyond any pecuniary interest he may have.

How do BurTech Acquisition Corp II Class B shares convert into Class A shares?

The Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis. Conversion occurs concurrently with or immediately after the company’s initial business combination, or earlier at the holders’ option, and the Class B shares have no expiration date.

Does Shahal M. Khan personally own the reported BurTech Acquisition Corp II shares?

The shares are owned by Burtech Sponsor II LLC, where Khan is managing member with voting and dispositive power. He disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest he may have, directly or indirectly.

Are the reported BurTech Acquisition Corp II shares a derivative position?

The filing treats the Class B ordinary shares as a derivative security linked to Class A ordinary shares. The Class B shares convert into Class A shares on a one-for-one basis and have no expiration date listed in the ownership disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Khan Shahal

(Last) (First) (Middle)

5601 ARBOR LANE

(Street)

CORAL GABLES FLORIDA 33156

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/21/2026

3. Issuer Name and Ticker or Trading Symbol
BurTech Acquisition Corp II [ BRKH ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Director and CEO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	3,567,857	(2)	I	See Footnote(1)

Explanation of Responses:

1. Consists of shares owned by Burtech Sponsor II LLC (the "sponsor"). Shahal M. Khan is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Khan disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

2. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holders thereof on a one-for-one basis, subject to the adjustments. The Class B ordinary shares have no expiration date.

	/s/ Shahal Khan	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)