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[Form 4] BurTech Acquisition Corp II Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BurTech Acquisition Corp II reported that Burtech Sponsor II LLC, an entity associated with CEO and Director Shahal M. Khan, purchased 220,000 private units. Each unit consists of one Class A ordinary share and one redeemable warrant.

The private units were bought at $10.00 per unit under a Private Placement Units Purchase Agreement for an aggregate $2,200,000. Each whole warrant entitles the holder to buy one Class A ordinary share at $11.50 per share, becoming exercisable 30 days after the company completes its initial business combination and expiring five years after that or earlier upon redemption or liquidation. Khan, as managing member of the sponsor, holds voting and investment discretion but disclaims beneficial ownership beyond any pecuniary interest.

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Insider Khan Shahal
Role CEO 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. Shahal M. Khan 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. Shahal 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.
Private units purchased 220,000 units Private Placement Units Purchase Agreement dated May 21, 2026
Price per private unit $10.00 per unit Purchase price under private placement agreement
Aggregate purchase price $2,200,000 Total consideration for 220,000 private units
Class A shares in units 220,000 Class A ordinary shares One share per private unit
Warrants in units 220,000 warrants One redeemable warrant per private unit
Warrant exercise price $11.50 per share Exercise price for each whole warrant
private units financial
"Reflects the 220,000 private units owned by Burtech Sponsor II LLC"
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.
Private Placement Units Purchase Agreement financial
"purchased pursuant to a Private Placement Units Purchase Agreement, dated May 21, 2026"
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.
beneficial ownership financial
"Mr. Shahal 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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Khan Shahal
(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO 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)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Ordinary Shares05/26/2026P220,000A(1)220,000ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants to purchase Class A Ordinary Shares$11.505/26/2026P220,000 (2) (2)Class A Ordinary Shares220,000(1)220,000ISee 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. Shahal M. Khan 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. Shahal 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/ Shahal M. Khan05/26/2026
** 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 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BurTech Acquisition Corp II (BRKHU) disclose?

BurTech disclosed that Burtech Sponsor II LLC purchased 220,000 private units. Each unit includes one Class A ordinary share and one redeemable warrant, reflecting a sponsor-backed investment connected to CEO Shahal M. Khan.

How much did the BurTech sponsor pay for the 220,000 private units?

The sponsor paid $10.00 per unit, totaling $2,200,000. This price and aggregate value come from a Private Placement Units Purchase Agreement dated May 21, 2026 between Burtech Sponsor II LLC and the company.

What do the BurTech (BRKHU) private units consist of?

Each private unit consists of one Class A ordinary share and one redeemable warrant. Every whole warrant allows the holder to purchase one additional Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

When can the BurTech sponsor warrants be exercised and when do they expire?

The warrants become exercisable 30 days after BurTech completes its initial business combination. They expire five years after that completion date or earlier if the warrants are redeemed or the company is liquidated, as specified in the filing footnote.

What is CEO Shahal M. Khan’s relationship to the BurTech sponsor units?

Shahal M. Khan is the managing member of Burtech Sponsor II LLC and has voting and investment discretion over its securities. He disclaims beneficial ownership of the sponsor-held securities except for any pecuniary interest he may hold, directly or indirectly.

What type of security are the warrants purchased by the BurTech sponsor?

The warrants are rights to purchase Class A ordinary shares at $11.50 per share. They are included in the private units and become exercisable 30 days after the initial business combination, providing potential future equity exposure tied to deal completion.