Livson Roman 4

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.