BurTech Acquisition Corp II (BRKHU) sponsor buys $2.2M units and holds 3.05M Class B shares

Rhea-AI Filing Summary

BurTech Acquisition Corp II reported that its sponsor, Burtech Sponsor II LLC, an entity managed by CEO and Director Shahal M. Khan, acquired additional economic exposure to the company through private units and founder shares. The sponsor purchased 220,000 private units at $10.00 per unit, for an aggregate price of $2,200,000. Each unit includes one Class A ordinary share and one redeemable warrant to buy one Class A share at $11.50 per share after the initial business combination. The sponsor also holds 3,053,571 Class B ordinary shares, which will automatically convert into Class A shares on a one-for-one basis at the time of the business combination. These holdings are reported as indirect ownership, and Khan disclaims beneficial ownership beyond any pecuniary interest he may have in the sponsor’s securities.

Insider Trade Summary

3 transactions reported

Net Buy 3 txns

Insider Khan Shahal

Role CEO 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. 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. 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. 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

Key Figures

Private units purchased: 220,000 units Private unit price: $10.00 per unit Aggregate unit purchase price: $2,200,000 +5 more

8 metrics

Private units purchased 220,000 units Purchased by Burtech Sponsor II LLC

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

Aggregate unit purchase price $2,200,000 Total paid by the sponsor for 220,000 private units

Warrant exercise price $11.50 per share Each whole warrant to buy one Class A ordinary share

Class B shares held by sponsor 3,053,571 shares Class B ordinary shares held after surrender of 514,286 shares

Class B shares surrendered 514,286 shares Surrendered because the underwriter did not exercise over-allotment option

Warrant exercisability start 30 days after business combination Timing for private warrants to become exercisable

Warrant expiration 5 years after business combination Private warrants expire five years post initial business combination or earlier upon redemption or liquidation

Key Terms

private units, redeemable warrant, initial business combination, over-allotment option, +1 more

5 terms

private units financial

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

redeemable warrant financial

"and one redeemable warrant, with each whole warrant entitling the holder"

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"

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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^*

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)

X	Director	X	10% Owner
X	Officer (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)

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	05/21/2026		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. 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.

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. 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

	/s/ Shahal M. Khan	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?

BurTech reported indirect purchases tied to its sponsor, Burtech Sponsor II LLC, managed by CEO Shahal M. Khan. The sponsor acquired 220,000 private units and holds 3,053,571 Class B shares that will convert to Class A at the business combination.

How much did the BurTech sponsor invest in the private units for BRKHU?

The sponsor purchased 220,000 private units at $10.00 per unit, totaling $2,200,000. Each unit includes one Class A ordinary share and one redeemable warrant to buy an additional Class A share at $11.50 per share after the initial business combination.

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

Each private unit consists of one Class A ordinary share and one redeemable warrant. Every whole warrant allows the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, after the initial business combination completes.

When can the BurTech (BRKHU) private warrants be exercised and when do they expire?

The warrants included in the private units become exercisable 30 days after completion of BurTech’s initial business combination. They expire five years after that business combination, or earlier if the company redeems them or is liquidated, as disclosed.

How many Class B shares of BurTech (BRKHU) does the sponsor hold?

The sponsor holds 3,053,571 Class B ordinary shares after surrendering 514,286 shares because the underwriter did not exercise its over-allotment option. These Class B shares automatically convert into Class A shares on a one-for-one basis at the business combination.

Does CEO Shahal M. Khan directly own the BurTech (BRKHU) securities reported?

The securities are held by Burtech Sponsor II LLC, where Shahal M. Khan is managing member with voting and investment discretion. He disclaims beneficial ownership of the sponsor’s securities, except to the extent of any pecuniary interest he may have.