Livson Roman 4
4 · BurTech Acquisition Corp II · Filed Jun 9, 2026
Research Summary
AI-generated summary of this filing
BurTech (BRKH) 10% Owner Roman Livson Buys Stock
What Happened
- Roman Livson, the managing member of Burtech Sponsor II LLC and a reported 10% owner of BurTech Acquisition Corp II (BRKH), is reported as acquiring securities on 2026-05-26 via the Sponsor. The Sponsor purchased 220,000 private units at $10.00 per unit (aggregate $2,200,000). The filing also reports related derivative interests: 220,000 warrants (from the private units) and 3,053,571 Class B ordinary shares held by the Sponsor. These Class B shares will convert one-for-one into Class A shares upon the issuer’s business combination. This is a purchase (capital commitment by the Sponsor), not a sale.
Key Details
- Transaction date: May 26, 2026; Form 4 filed: June 9, 2026 (late filing).
- Private units: 220,000 units purchased at $10.00/unit — aggregate $2,200,000 (footnote F1).
- Derivatives reported: 220,000 warrants from the private units (will become exercisable 30 days after closing of initial business combination; expire 5 years after closing) (F2).
- Class B shares: 3,053,571 Class B ordinary shares held by the Sponsor; these convert 1:1 to Class A upon the business combination (F3).
- Shares owned after transaction (held by the Sponsor): 220,000 Class A (via private units), 220,000 warrants, and 3,053,571 Class B shares.
- Disclosure: Roman Livson is the managing member with voting and investment discretion over the Sponsor’s holdings but disclaims beneficial ownership of the Sponsor’s securities except for any pecuniary interest he may have (per F1/F3).
Context
- The reported purchases were made by the Issuer’s sponsor (Burtech Sponsor II LLC), not necessarily purchased directly by Mr. Livson as an individual; for retail investors, sponsor purchases and founder/shareholder rollovers are common in SPAC-related filings and represent sponsor-level commitments rather than typical insider trading. The warrants are derivative instruments and become exercisable only after the company completes its initial business combination. Note the filing was submitted after the typical 2-business-day Form 4 window, which delays public transparency of the trades.
Insider Transaction Report
Form 4
Livson Roman
DirectorCFO and Director10% Owner
Transactions
- Purchase
Class A Ordinary Shares
[F1]2026-05-26+220,000→ 220,000 total(indirect: See footnote) - Purchase
Warrants to purchase Class A Ordinary Shares
[F1][F2]2026-05-26+220,000→ 220,000 total(indirect: See footnote)Exercise: $11.50→ Class A Ordinary Shares (220,000 underlying) - Purchase
Class B Ordinary Shares
[F3]2026-05-26+3,053,571→ 3,053,571 total(indirect: See footnote)Exercise: $0.00→ Class A Ordinary Shares (3,053,571 underlying)
Footnotes (3)
- [F1]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. 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.
- [F2]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.
- [F3]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. 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.
Signature
/s/ Roman Livson|2026-06-09