Khan Shahal 4

What Happened
Shahal M. Khan, the managing member of Burtech Sponsor II LLC and reported 10% owner, reported purchases tied to the sponsor’s holdings in BurTech Acquisition Corp II (BRKH). On May 21, 2026 the Sponsor purchased 220,000 private units at $10.00 per unit for an aggregate $2,200,000. The Form 4 (filed for the period ending May 26, 2026) also reports on May 26, 2026 derivative entries reflecting (a) the same 220,000 private units held by the Sponsor and (b) 3,053,571 Class B ordinary shares held directly by the Sponsor (after surrendering 514,286 Class B shares when the underwriter declined the over‑allotment). Mr. Khan is listed as having voting and investment discretion over the Sponsor’s securities but disclaims beneficial ownership except to the extent of any pecuniary interest.

Key Details

• Transaction types: P (purchase) and derivative reporting for Sponsor-held securities.
• Dates/prices: Private units purchased May 21, 2026 at $10.00 per unit (220,000 units; $2,200,000 total). Other entries dated May 26, 2026 show no per‑share price (reflect Sponsor holdings).
• Holdings reported after transaction: Sponsor holds 220,000 private units and 3,053,571 Class B ordinary shares (convertible).
• Footnotes: Each private unit = 1 Class A ordinary share + 1 redeemable warrant (warrant exercise price $11.50). Warrants become exercisable 30 days after completion of the issuer’s initial business combination and expire five years after that combination (subject to earlier redemption/liquidation). Class B shares convert 1-for-1 into Class A shares automatically upon the business combination. 514,286 Class B shares were surrendered due to the underwriter not exercising the over‑allotment option.
• Insider status: Mr. Khan is the managing member of the Sponsor and disclaims beneficial ownership of Sponsor‑held securities except for any pecuniary interest.
• Filing timeliness: Report covers transactions through May 26, 2026 and was filed June 9, 2026; no late‑filing notation is indicated in the Form 4.

Context
These entries primarily reflect sponsor founder holdings and a private placement of units common in SPAC transactions, not routine open‑market insider buying by an individual executive. The private units include warrants that have post‑combination exercise timing and a $11.50 strike. For retail investors, sponsor/unit purchases indicate founder alignment with the SPAC vehicle but do not by themselves signal the market value of the combined company; Mr. Khan’s disclosure of voting discretion and disclaimer of beneficial ownership is standard for sponsor managers.