BurTech (NASDAQ: BRKHU) sponsor entity linked to CFO buys 3,493,571 shares and warrants

Rhea-AI Filing Summary

BurTech Acquisition Corp II reported that its sponsor entity, Burtech Sponsor II LLC, an entity managed by CFO and Director Roman Livson, bought additional interests in the SPAC on behalf of the sponsor. The sponsor purchased 220,000 private units, each consisting of one Class A ordinary share and one redeemable warrant, at $10.00 per unit for an aggregate $2,200,000 under a Private Placement Units Purchase Agreement. The filing also reflects the sponsor’s 3,053,571 Class B ordinary shares, which are set to convert into Class A ordinary shares on a one-for-one basis at the time of the business combination, and 220,000 warrants exercisable at $11.50 per share beginning 30 days after the initial business combination and expiring five years thereafter. Livson reports these holdings indirectly and disclaims beneficial ownership beyond any pecuniary interest.

Insights

SPAC governance and insider-transactions analyst

Sponsor entity tied to BurTech’s CFO increased its SPAC exposure through private units and founder shares.

The Form 4 shows Burtech Sponsor II LLC, managed by CFO and Director Roman Livson, acquiring $2,200,000 of private units plus associated sponsor equity. In SPAC structures, sponsors typically fund IPO and deal costs in exchange for founder shares and warrants.

The sponsor now holds 220,000 private units, 3,053,571 Class B ordinary shares that convert into Class A at the business combination, and 220,000 warrants exercisable at $11.50 per share. Livson’s disclaimer limits this to his pecuniary interest, underscoring that these are sponsor-level holdings.

The transactions are standard for SPAC sponsors and do not by themselves indicate a change in operating performance. Future company filings around the initial business combination will provide clearer insight into how these sponsor securities translate into long-term ownership.

Insider Trade Summary

3 transactions reported

Net Buy 3 txns

Insider Livson Roman

Role CFO and Director

Bought 3,493,571 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Warrants to purchase Class A Ordinary Shares	220,000	$0.00	--
Purchase	Class B Ordinary Shares	3,053,571	$0.00	--
Purchase	Class A Ordinary Shares	220,000	$0.00	--

Holdings After Transaction: Warrants to purchase Class A Ordinary Shares — 220,000 shares (Indirect, See footnote); Class B Ordinary Shares — 3,053,571 shares (Indirect, See footnote); Class A Ordinary Shares — 220,000 shares (Indirect, See footnote)

Footnotes (1)

1. Reflects 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. The 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. Reflects 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.

Key Figures

Private units purchased: 220,000 units Private unit price: $10.00 per unit Aggregate private unit purchase: $2,200,000 +4 more

7 metrics

Private units purchased 220,000 units Each unit: 1 Class A share + 1 warrant

Private unit price $10.00 per unit Private Placement Units Purchase Agreement dated May 21, 2026

Aggregate private unit purchase $2,200,000 220,000 units at $10.00 each

Class B ordinary shares held 3,053,571 shares Class B shares held by sponsor, convertible 1-for-1 into Class A

Warrants held 220,000 warrants Warrants to purchase Class A ordinary shares

Warrant exercise price $11.50 per share Exercise price for each warrant to buy Class A share

Net shares bought 3,493,571 shares Total buy shares across reported transactions

Key Terms

Private Placement Units Purchase Agreement, redeemable warrant, initial business combination, over-allotment option, +1 more

5 terms

Private Placement Units Purchase Agreement financial

"The private units were purchased pursuant to a Private Placement Units Purchase Agreement, dated May 21, 2026"

redeemable warrant financial

"each private unit consists of one Class A ordinary share ... and one redeemable warrant"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

initial business combination financial

"will become exercisable 30 days after the completion 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.

over-allotment option financial

"after the surrender 514,286 Class B ordinary shares because the underwriter did not exercise its over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

pecuniary interest financial

"disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	05/26/2026		P		220,000	A	(1)	220,000	I	See footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A Ordinary Shares	$11.5	05/26/2026		P		220,000		(2)	(2)	Class A Ordinary Shares	220,000	(1)	220,000	I	See footnote(1)
Class B Ordinary Shares	$0.00	05/26/2026		P		3,053,571		(3)	(3)	Class A Ordinary Shares	3,053,571	(3)	3,053,571	I	See footnote(3)

Explanation of Responses:

1. Reflects 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.

2. The 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.

3. Reflects 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.

	/s/ Roman Livson	06/09/2026
	** 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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transactions did BurTech Acquisition Corp II (BRKHU) report for Roman Livson?

The filing reports that Burtech Sponsor II LLC, an entity managed by CFO and Director Roman Livson, acquired 220,000 private units, 3,053,571 Class B ordinary shares, and 220,000 warrants, all reported as indirect holdings with Livson’s beneficial ownership limited to his pecuniary interest.

How many BurTech (BRKHU) private units were purchased and at what price?

Burtech Sponsor II LLC purchased 220,000 private units at $10.00 per unit, for a total of $2,200,000. Each private unit consists of one Class A ordinary share and one redeemable warrant to purchase an additional Class A ordinary share.

What are the terms of the BurTech (BRKHU) warrants held by the sponsor?

The sponsor holds 220,000 warrants, each allowing purchase of one Class A ordinary share at $11.50 per share. These warrants become exercisable 30 days after completion of the initial business combination and expire five years after that combination or earlier upon redemption or liquidation.

What Class B ordinary share holdings does the BurTech (BRKHU) sponsor report?

Burtech Sponsor II LLC holds 3,053,571 Class B ordinary shares after surrendering 514,286 shares when the underwriter did not exercise its over-allotment option. These Class B shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the business combination.

Does Roman Livson personally own the BurTech (BRKHU) securities reported in the Form 4?

The securities are held of record by Burtech Sponsor II LLC, where Roman Livson is the managing member with voting and investment discretion. He disclaims beneficial ownership of those securities except to the extent of any pecuniary interest he may have, directly or indirectly.