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  4. [Form 3] BurTech Acquisition Corp II Initial Statement of Beneficial Ownership

Sponsor for BurTech (NASDAQ: BRKHU) holds 3.57M Class B shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

BurTech Acquisition Corp II director and CFO Roman V. Livson filed an initial ownership report showing indirect control over 3,567,857 Class B ordinary shares held by Burtech Sponsor II LLC, where he has voting and dispositive power.

The filing notes these Class B shares will automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately following the company’s initial business combination, or earlier at the option of the holders, and that the Class B shares have no expiration date. Mr. Livson disclaims beneficial ownership of the reported shares except to the extent of any pecuniary interest.

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Insider Livson Roman
Role Director and CFO
Type Security Shares Price Value
holding Class B ordinary shares -- -- --
Holdings After Transaction: Class B ordinary shares — 3,567,857 shares (Indirect, See Footnote)
Footnotes (1)
  1. Consists of shares owned by Burtech Sponsor II LLC (the "sponsor"). Roman V. Livson is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Livson disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. 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.
Indirect Class B holdings 3,567,857 Class B ordinary shares Reported as indirectly owned via Burtech Sponsor II LLC
Underlying Class A shares 3,567,857 Class A ordinary shares Class B shares convert into Class A on a one-for-one basis
Exercise/conversion price $0.0000 per share Exercise price shown for Class B into Class A conversion
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.
initial business combination financial
"will automatically convert ... 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.
pecuniary interest financial
"disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein"
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SEC Form 3
FORM 3UNITED 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*
Livson Roman
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Director and CFO
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares (1) (1)Class A Ordinary Shares3,567,857(2)ISee Footnote
Explanation of Responses:
1. Consists of shares owned by Burtech Sponsor II LLC (the "sponsor"). Roman V. Livson is the managing member of the sponsor and has voting and dispositive power over the shares owned by the sponsor. Mr. Livson 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/ Roman V. Livson05/21/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What does Roman Livson report owning in BurTech Acquisition Corp II (BRKHU)?

Roman V. Livson reports indirect control over 3,567,857 Class B ordinary shares of BurTech Acquisition Corp II. These shares are held by Burtech Sponsor II LLC, where he has voting and dispositive power, subject to his disclaimer of beneficial ownership beyond any pecuniary interest.

How are the Class B ordinary shares in BurTech (BRKHU) expected to convert?

The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis. Conversion occurs concurrently with or immediately after BurTech’s initial business combination, or earlier at the option of the holders, according to the disclosure.

Who actually holds the reported BurTech (BRKHU) shares associated with Roman Livson?

The reported BurTech shares are owned by Burtech Sponsor II LLC, described as the sponsor. Roman V. Livson is the managing member of the sponsor and has voting and dispositive power over these shares, while disclaiming beneficial ownership beyond any pecuniary interest.

Do BurTech (BRKHU) Class B ordinary shares have an expiration date?

The Class B ordinary shares of BurTech have no expiration date. They remain outstanding until they automatically convert to Class A ordinary shares around the initial business combination or are converted earlier at the option of the holders, as described in the filing.

What role does Roman Livson hold at BurTech Acquisition Corp II (BRKHU)?

Roman V. Livson serves as both a director and the Chief Financial Officer of BurTech Acquisition Corp II. His Form 3 filing reflects his indirect interest in Class B ordinary shares held through Burtech Sponsor II LLC, the sponsor entity for the company.