Livson Roman 4

What Happened

• Roman Livson, identified as a 10% owner and the managing member of Burtech Sponsor II LLC (the Sponsor), is reported in connection with acquisitions tied to the Sponsor’s private placement. The Sponsor purchased 220,000 private units at $10.00 per unit for an aggregate purchase price of $2,200,000. Each private unit consists of one Class A ordinary share and one redeemable warrant.
• The filing shows both an equity component (220,000 Class A shares included in the units) and a derivative component (220,000 warrants included in the units). This was a purchase (private placement) rather than a sale.

Key Details

• Transaction date: 2026-05-26; Filing date: 2026-05-26 (timely).
• Price: $10.00 per private unit; Total: $2,200,000.
• Record owner after transaction: Burtech Sponsor II LLC holds 220,000 private units (each unit = 1 Class A share + 1 warrant).
• Warrant terms: each whole warrant entitles holder to purchase one Class A share for $11.50, subject to adjustment; warrants become exercisable 30 days after completion of the issuer’s initial business combination and expire five years after that completion (or earlier upon redemption/liquidation). (See footnotes F1–F2.)
• Beneficial ownership note: Mr. Livson is the Sponsor’s managing member with voting and investment discretion over the securities held of record by the Sponsor; he disclaims beneficial ownership of the Sponsor’s securities except to the extent of any pecuniary interest.

Context

• These were private units sold to the SPAC sponsor under a Private Placement Units Purchase Agreement (dated May 21, 2026). The reported transaction reflects sponsor-level holdings rather than a personal open-market trade by an executive; for retail investors, sponsor purchases are a standard part of SPAC formations and include warrants that vest/exercise only after a business combination.