Khan Shahal 4

What Happened Shahal M. Khan, identified as a 10% owner through his role as managing member of Burtech Sponsor II LLC (the Sponsor), is associated with a private purchase of 220,000 private units in BurTech Acquisition Corp II (BRKH). The private units were bought at $10.00 per unit for an aggregate $2,200,000. Each private unit consists of one Class A ordinary share and one redeemable warrant (a derivative), so the Sponsor holds 220,000 Class A shares and 220,000 warrants as a result. The filing notes that Mr. Khan disclaims beneficial ownership of the securities held by the Sponsor except to the extent of any pecuniary interest.

Key Details

• Transaction date: 2026-05-26; Filing date: 2026-05-26 (timely file).
• Transaction type: Purchase (code P) — private placement units.
• Price: $10.00 per unit; Aggregate cost: $2,200,000.
• Securities acquired: 220,000 private units (each = 1 Class A ordinary share + 1 redeemable warrant).
• Derivative detail: 220,000 warrants included in the units (recorded separately as derivative acquisition).
• Post-transaction holdings (of the Sponsor): 220,000 private units (220,000 shares + 220,000 warrants).
• Footnotes: Mr. Khan is the managing member of the Sponsor and has voting and investment discretion; he disclaims beneficial ownership except for any pecuniary interest. Warrants become exercisable 30 days after completion of the issuer’s initial business combination and expire five years after that completion (subject to adjustment/redemption).

Context This is a sponsor private placement typical for SPAC transactions — units were purchased directly from the issuer rather than on the open market. The warrants are not immediately exercisable; they vest/become exercisable only after the SPAC completes its initial business combination and have a five-year post-combination life. Because the purchase was made by the Sponsor entity and Mr. Khan disclaims beneficial ownership beyond any pecuniary interest, this should be viewed as institutional/sponsor-level activity rather than a direct personal buy by the individual.