BurTech Sponsor II LLC 4

What Happened

• BurTech Sponsor II LLC (the issuer's sponsor and a 10% owner) made purchases tied to BurTech Acquisition Corp II. The sponsor bought 220,000 private units on May 21, 2026 at $10.00 per unit for a total of $2,200,000. The filing also reports related derivative holdings of 220,000 warrants and 3,053,571 Class B ordinary shares reported on May 26, 2026. These are purchases/holdings (not sales), which are generally viewed as sponsor/founder placements rather than open-market bullish trades by an executive.

Key Details

• Transaction dates: May 21, 2026 (220,000 private units) and May 26, 2026 (derivative reporting of 220,000 warrants and 3,053,571 Class B shares).
• Price/value: Private units purchased at $10.00 each = $2,200,000 aggregate. Warrants and Class B shares reported with no per-share purchase price in the Form 4 (reported as derivative interests).
• Shares owned after transaction: 3,053,571 Class B ordinary shares; plus 220,000 Class A ordinary shares (as part of the private units) and 220,000 redeemable warrants.
• Notable footnotes:
  • The 220,000 private units each include one Class A share and one warrant (F1).
  • Warrants become exercisable 30 days after the issuer's initial business combination and expire five years after that date; exercise price is $11.50 per whole warrant (F2).
  • The 3,053,571 Class B shares reflect surrender of 514,286 Class B shares because the underwriter did not exercise its over-allotment; Class B shares convert one-for-one into Class A shares at the business combination (F3).
• Filing timeliness: Form 4 filed June 9, 2026 for transactions through May 26, 2026 — the filing appears late relative to the typical two-business-day reporting requirement.

Context

• This filing reflects sponsor/founder-type holdings and a private placement rather than routine insider open-market trading. Class B founder shares typically convert into Class A ordinary shares upon the business combination; the warrants are derivative securities tied to the SPAC transaction mechanics. As a 10% owner and sponsor entity (not an individual officer), these transactions represent institutional/sponsor positioning rather than executive buys or sales.