BurTech Acquisition (NASDAQ: BRKHU) sponsor invests $2.2M in private units

Rhea-AI Filing Summary

Burtech Sponsor II LLC, the sponsor of BurTech Acquisition Corp II, 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.

Each whole warrant entitles the holder to buy one Class A ordinary share at $11.50 per share, subject to adjustment. The warrants become exercisable 30 days after completion of the initial business combination and expire five years after that or earlier upon redemption or liquidation. CFO and director Roman Livson is the managing member of the sponsor and disclaims beneficial ownership beyond any pecuniary interest.

Insights

SPAC and capital structure analyst

Sponsor commits $2.2M via private SPAC units with attached warrants.

The sponsor of BurTech Acquisition Corp II bought 220,000 private units for $2,200,000. Each unit bundles one Class A share and one redeemable warrant with a strike price of $11.50 per share, creating both equity and optional upside exposure.

The warrants become exercisable 30 days after the initial business combination and last five years after that, unless earlier redeemed or liquidated. This timing ties warrant value to successfully closing and maintaining a post-combination operating company, so actual economic impact depends on future deal execution and share performance.

Because these are sponsor private placement units rather than public float purchases, they primarily reflect sponsor capital at risk typical for SPAC structures. Subsequent filings around the initial business combination will clarify how these securities interact with redemptions, any new financing structures, and long-term dilution once the warrants become exercisable.

Insider Trade Summary

2 transactions reported

Net Buy 2 txns

Insider Livson Roman

Role CFO and Director

Bought 440,000 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Warrants to purchase Class A Ordinary Shares	220,000	$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 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 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.

Key Figures

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

5 metrics

Private units purchased 220,000 units Private placement to Burtech Sponsor II LLC

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

Aggregate purchase price $2,200,000 Total consideration for 220,000 private units

Warrant exercise price $11.50 per share Strike price for redeemable warrants in private units

Underlying Class A shares from warrants 220,000 shares Each warrant exercisable for one Class A ordinary share

Key Terms

private units, redeemable warrant, initial business combination, beneficial ownership, +1 more

5 terms

private units financial

"Reflects the 220,000 private units owned by Burtech Sponsor II LLC"

redeemable warrant financial

"one Class A ordinary share and one redeemable warrant, with each whole warrant entitling"

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

"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.

beneficial ownership financial

"Mr. Livson disclaims any beneficial ownership of the securities held by the Sponsor"

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.

Private Placement Units Purchase Agreement regulatory

"purchased pursuant to a Private Placement Units Purchase Agreement, dated May 21, 2026"

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)
05/26/2026

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)

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 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.

	/s/ Roman Livson	05/26/2026
	** 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 did BurTech Acquisition Corp II (BRKHU) disclose in Roman Livson’s latest Form 4?

The filing shows Burtech Sponsor II LLC bought 220,000 private units for $2,200,000. Each unit has one Class A ordinary share and one redeemable warrant, with warrants exercisable at $11.50 per share after the SPAC’s initial business combination, subject to stated conditions.

How many BurTech (BRKHU) securities are involved in the sponsor’s recent transaction?

The transaction covers 220,000 private units, each including one Class A ordinary share and one warrant. That effectively reflects 220,000 Class A shares and 220,000 redeemable warrants, as disclosed, all held by Burtech Sponsor II LLC as part of a private placement agreement with the company.

What price did BurTech’s sponsor pay for the 220,000 private units reported on Form 4?

Burtech Sponsor II LLC paid $10.00 per private unit, for an aggregate purchase price of $2,200,000. This pricing comes from a Private Placement Units Purchase Agreement dated May 21, 2026 between the sponsor and BurTech Acquisition Corp II, as described in the footnote.

What are the warrant terms in BurTech Acquisition Corp II (BRKHU) sponsor units?

Each private unit includes a redeemable warrant to buy one Class A ordinary share at $11.50 per share, subject to adjustment. These warrants become exercisable 30 days after completing the initial business combination and expire five years later, or earlier upon redemption or liquidation.

How is Roman Livson related to the BurTech (BRKHU) securities in this Form 4?

Roman Livson, BurTech’s CFO and director, is the managing member of Burtech Sponsor II LLC, which owns the 220,000 private units. He holds voting and investment discretion over the sponsor’s securities but disclaims beneficial ownership beyond any pecuniary interest he may have.

When can the BurTech sponsor warrants from these private units be exercised?

The warrants included in the private units become exercisable 30 days after BurTech completes its initial business combination. They then remain outstanding for five years after that completion date, unless they are redeemed earlier or the company is liquidated, according to the disclosure.