BRKH SEC filings, in plain English
Everything BurTech Acquisition II has filed with the SEC that we hold — 30 filings, newest first, 28 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: 10-Q quarterly report (Form 10-Q) for Burtech Acquisition Corp II for the quarter ended June 30, 2026, filed August 13, 2026. This is the SPAC's first quarterly report after its initial public offering (IPO), which closed on May 26, 2026. The report contains unaudited condensed financial statements and management's discussion and analysis. The SPAC completed its IPO of 8,000,000 units at $10.00 per unit and a concurrent private placement of 252,000 units, placing $80,400,000 ($10.05 per unit) into the trust account. As of June 30, 2026, the trust account balance grew to $80,673,358 including $273,358 of interest income. The sponsor surrendered 8,378,572 Class B shares in two tranches (7,392,858 on April 17 and 985,714 on May 21, 2026), reducing founder shares from 12,321,429 to 3,942,857. The underwriters' over-allotment option expired unexercised on June 5, 2026, causing forfeiture of 514,286 Class B shares, leaving 3,428,571 Class B shares outstanding. The company reported net income of $168,096 for the three months and $153,008 for the six months ended June 30, 2026, driven by trust interest and a $63,000 fair value change in the over-allotment liability. The company also disclosed a going concern qualification, noting that its liquidity condition raises substantial doubt about its ability to continue as a going concern, though management plans to address this through a business combination. Why it matters: The filing confirms the trust account per-share value of approximately $10.08 as of June 30, 2026 (up from $10.05 at IPO due to interest accretion). The redemption deadline is August 26, 2027 (15 months from IPO closing), with two optional 3-month extensions at $0.10 per share each. Sponsor conduct includes significant share surrenders (reducing founder ownership) and forfeiture due to over-allotment expiration. The going concern disclosure highlights the SPAC's reliance on completing a deal within the deadline. No target has been announced, and the company remains in the searching phase.
What changed vs 2026-06-22sponsor loan $118K → $158Ksponsor loans outstanding, trust account, combination deadline +21 moved · 4 with no prior record of ours
- Sponsor loans outstanding
- $118K$158K
- Trust account
- not previously extracted$80.7M
- Combination deadline
- not previously extracted2027-08-26
- Redeemable shares
- not previously extracted8.00M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as the sponsor has advanced $40,004 more.
The clause …“closing of the Initial Public Offering. As of May 26, 2026, the Company had borrowed $ 158,202 under such promissory note, which is still outstanding at June 30, 2026 and due on demand. Borrowings under the promissory note are no”…
The clause “9,500 3,873 Long-term prepaid insurance 15,558 — Cash and marketable securities held in Trust Account 80,673,358 — Deferred offering costs — 61,717 TOTAL ASSETS $ 81,528,416 $ 65,590 LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) Current”…
The clause “NANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED) If the Company has not completed a Business Combination within 15 months from the closing of the Initial Public Offering, or by August 26, 2027, or up to 21 months from the closing of this”…
The clause “26, there were 332,000 Class A ordinary shares issued or outstanding, excluding 8,000,000 shares subject to possible redemption. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares”…
The clause …“acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for one year from issuance of these unaudited condensed financial statements.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report for BurTech Acquisition Corp II (BRKH), executed on August 13, 2026, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. The filing confirms that Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman continue to file jointly regarding their beneficial ownership of BRKH shares, referencing an underlying Statement dated June 30, 2026. No changes are disclosed to the redemption deadline (August 26, 2027), the reported trust value of $10.05 per share, extension parameters, deal search progress, or sponsor conduct. The attachment contains no tender offer mechanics, merger proposals, business combination timelines, proxy notices, or governance amendments. Why it matters: Although administratively routine, the joint filing clarifies the continuing institutional monitoring structure behind BRKH’s stated ‘searching’ phase. As attributed in the document, Hayley Stein signs as Attorney-in-fact for each affiliated fund and the individual administrative manager, confirming centralized execution without introducing strategic pivots, liquidity events, or sponsor departures. Because the text references only pre-existing 13G disclosures dated June 30, 2026, and makes no forward-looking assertions regarding target pipelines, customer concentrations, revenue forecasts, technology roadmaps, partnership formations, or litigation exposure, investors should treat it as a baseline compliance checkpoint. The $10.05 per-share trust baseline and the August 26, 2027 completion window remain unadjusted by this submission, preserving existing redemption and extension calculus.
What changed: Form 8-K Current Report and accompanying press release. Burtech Acquisition Corp II announced that commencing July 14, 2026, holders of units sold in the initial public offering completed on May 21, 2026 may elect to separately trade the underlying securities on The Nasdaq Global Market. Separated Class A ordinary shares will trade under the symbol BRKH, separated warrants under BRKHW, and any units not separated will continue trading under BRKHU. Each unit consists of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant entitling the holder to purchase one Class A ordinary share at $11.50 per share. Holders must direct their brokers to contact Continental Stock Transfer & Trust Company to effect the separation, with no fractional warrants issued. Why it matters: This is a standard post-offering mechanical event that enhances component liquidity without altering trust account structures, redemption mechanics, or the company’s objective to complete a business combination. The filing attributes the underwriting role to D Boral Capital LLC as lead book-running manager for the May 21, 2026 IPO and reiterates the entity’s stated pursuit of targets in retail, lifestyle, hospitality, technology, or real estate markets. Chief Executive Officer Shahal M. Khan signed the report, while press release contact Roman Livson included forward-looking statements cautioning that completion of a transaction involves numerous risks and uncertainties beyond the company’s control, as outlined in the prospectus declared effective May 13, 2026.
What changed: 10-Q quarterly report for Burtech Acquisition Corp II for the quarter ended March 31, 2026, filed June 22, 2026, covering pre-IPO period with subsequent events through June 5, 2026. The company completed its IPO on May 26, 2026, raising $80 million, with a trust account of $80.4 million ($10.05 per share). The sponsor surrendered 7,392,858 founder shares in April and 985,714 in May, reducing holdings to 3,942,857 shares. On June 5, 2026, underwriters forfeited the over-allotment option, triggering a further surrender of 514,286 shares by the sponsor. The company had $0 cash and a $161,731 working capital deficit at March 31, but IPO proceeds post-quarter end provide liquidity. Management still expresses substantial doubt about going concern due to ongoing costs. No business combination target has been identified yet. Why it matters: Confirms trust per-share value at $10.05, deadline of 15 months from IPO (August 26, 2027) with two 3-month extensions available. Sponsor's significant share surrender reduces potential dilution for public shareholders. The going concern warning indicates continued reliance on completing a business combination. Warrant terms and redemption mechanics are standard. The filing provides baseline for tracking future deal progress.
What changed: SEC Form 4 insider ownership and transaction report. According to the Form 4 filing, BurTech Sponsor II LLC, identified as a 10% owner, purchased 220,000 shares in the open market on 2026-05-21, leaving the sponsor with a total of 220,000 shares after the transaction. This acquisition modifies the public float distribution and sponsor concentration but does not amend the currently recorded 2027-08-26 redemption deadline, change the established $10.05 per-share trust value, or trigger any extension vote or business combination timeline. Why it matters: Investors tracking SPAC mechanics should note that this Form 4 disclosure reflects active sponsor capital deployment during the SEARCHING phase, which typically influences secondary trading dynamics and signals internal conviction prior to a target announcement. The filing contains no operational disclosures: it makes no claims about prospective customer relationships, revenue forecasts, addressable market size, technology development, partnership structures, litigation status, or personnel appointments. All numerical data, dates, and entity designations derive exclusively from the Form 4 transaction log submitted to the SEC.
What changed: SEC Form 4 insider ownership report documenting a disclosed open-market purchase by BurTech Acquisition Corp II director and CFO Livson Roman. Per the filing, on 2026-05-26, Livson Roman acquired 220,000 shares through the open market, bringing total reported holdings to 220,000 shares. The document classifies Roman as a director, CFO, and 10% owner. Why it matters: This Form 4 directly impacts investor monitoring of sponsor conduct and insider capital allocation relative to the SEARCHING status and 2027-08-26 redemption deadline. The acquisition demonstrates fresh secondary-market purchasing by a named executive, which redistributes existing public float without modifying the trust balance, extending the search period, or signaling a definitive agreement. The filing makes no claims regarding target pipelines, revenue projections, market sizing, technology development, strategic alliances, personnel changes beyond the reporting individual, or litigation matters; it strictly catalogs the stated share purchase. All numerical disclosures and role designations derive exclusively from the submitted Form 4.
What changed: Form 4 — insider ownership report. This document is a Form 4 — insider ownership report. According to the filing, Khan Shahal (identified as director, CEO, and 10% owner) conducted an open-market purchase on 2026-05-21 acquiring exactly 220,000 shares, leaving him with a reported post-transaction holding of 220,000 shares. Bearing on SPAC mechanics, the submission reports no activity impacting the redemption calendar, the $10.05 per-share trust figure, extension voting, or business combination progress. Regarding other substance, the document contains no disclosures about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the reporting individual’s executive titles. Why it matters: The transaction provides a verifiable marker of sponsor conduct and internal capital deployment during the SEARCHING phase, tracking leadership conviction independent of proxy materials. Because the Form 4 alters none of the stated economic parameters—specifically the 2027-08-26 deadline or the $10.05 trust baseline—it carries minimal structural weight for redemption schedules or trust valuations, though it remains operationally relevant for monitoring executive behavior ahead of a potential deSPAC event.
What changed: A Schedule 13D/A amendment package centered on Exhibit 99.1, a Joint Filing Agreement executed on June 9 2026 by Burtech Sponsor II LLC (via Managing Member Shahal Khan), Shahal Khan, and Roman Livson. The filing introduces a procedural arrangement permitting the three named parties to file a single Statement of Beneficial Ownership under Rule 13d-1(f) and Rule 13D-1(K)(1). It contains no beneficial ownership percentages, acquisition prices, purpose clauses, or transaction schedules. Regarding SPAC mechanics, the document reports zero adjustments to redemption windows, trust account disbursement conditions, extension voting procedures, target search timelines, or sponsor fiduciary duties. No contractual amendments affecting shareholder exit economics were adopted. The text contains no monetary figures, share counts, or calendar deadlines. Why it matters: Investors monitoring BRKH should recognize that this exhibit signals the named affiliates have formally synchronized their regulatory reporting obligations as of June 9 2026, but it delivers no actionable intelligence on deal timelines or shareholder liquidity events. Because the document omits Section 5 purpose statements, purchase/sale tables, and economic terms, it does not impact the search calendar, trust valuation mechanics, or default liquidation triggers established in the underlying registration statement. The sole substantive update is the administrative alignment of three filers, with no changes to the capital structure or strategic roadmap attributed to the sponsors or management team.
What changed: Schedule 13G beneficial ownership report identifying Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd. as the reporting persons. The provided excerpt lists only the filer names and filing type; it omits all core schedule fields including shares beneficially owned, percentage of class, sole or shared voting and disposal power, source or nature of funds, and amendment or execution dates. Because those fields are absent, the excerpt contains no update to the two thousand twenty seven August twenty six deadline, the ten point zero five trust per share valuation, extension procedures, target-selection progress, or sponsor conduct benchmarks. Why it matters: A Schedule 13G normally signals passive institutional positioning, fund restructuring, or accumulated exposure rather than a control shift, but without the attached data tables investors cannot determine whether the Sculptor affiliates hold a position above the statutory five percent reporting line, reduced prior holdings, or disclosed a plan to influence management ahead of a business combination. The lack of numerical disclosure means the filing offers no immediate traction on redemption pricing, extension votes, or deal timelines, though subsequent amendments from these entities would serve as a measurable gauge of institutional attention during the SEARCHING phase.
What changed: This document is a Current Report on Form 8-K confirming the consummation of BurTech Acquisition Corp II’s initial public offering and concurrent private placement, accompanied by an attached audited balance sheet and comprehensive financial statement notes. According to the registrant, the IPO closed on May 26, 2026, with 8,000,000 units sold at $10.00 per unit generating $80,000,000 in gross proceeds, followed immediately by a private placement of 252,000 units at $10.00 per unit for $2,520,000 (purchased by 222,000 units from Burtech Sponsor II LLC and 30,000 units from an institutional investor). As a result, the filing discloses that $80,400,000 was deposited into the trust account, establishing a recorded redemption value of $10.05 per share. Management states the combination window runs for 15 months from May 26, 2026, extending to August 26, 2027, with mechanisms allowing two additional three-month extensions funded by sponsor deposits of $0.10 per public share per extension. Regarding sponsor conduct, the company notes a monthly $15,000 administrative fee payable to the sponsor, a drawn promissory note of $158,202 due July 31, 2026, and sponsor waivers of redemption rights on founder shares alongside commitments to vote those shares in favor of a business combination. The underwriters retain an unexercised 45-day over-allotment option for 1,200,000 additional units, and warrant terms specify an $11.50 exercise price with an $18.00 per-share redemption trigger defined across any 20 trading days within a 30-trading day period. Why it matters: The explicit trust value of $10.05 per share and fixed timeline mean investors face a definitive execution horizon before liquidation triggers, requiring close monitoring of sponsor extension contributions. Auditor WithumSmith+Brown, PC issues a going concern opinion in the attached financial statements, citing insufficient cash of $898,623 and working capital of $588,675 to sustain operations for one year without external financing. Company disclosures reveal transaction costs totaled $1,386,506 (comprising an $800,000 cash underwriting fee and $586,506 in other offering costs), directly reducing operating liquidity. The sponsor reduced its founder share holdings by surrendering 7,392,858 shares on April 17, 2026, and 985,714 shares on May 21, 2026, leaving 3,942,857 outstanding, up to 514,286 subject to forfeiture if the over-allotment option lapses. Financial statement notes detail that public warrants carry a modeled fair value of $2,246,400 ($0.2808 per warrant) utilizing a Monte Carlo Simulation Model with 8.8% volatility and a 4.05% risk-free rate, while the over-allotment option liability is valued at $63,000 via Black-Scholes inputs (1.67% volatility, 0.12 years term, 3.70% risk-free rate). Management warns that geopolitical headwinds, including the Russia-Ukraine conflict, Middle East instability, U.S.-China trade tensions, sanctions, export controls, tariffs, and global health epidemics, could materially hinder acquisition completion. Furthermore, the company discloses that officers and directors waive indemnification for third-party claims against trust funds, and the sponsor’s indemnification obligations are acknowledged as potentially uncompensated since the sponsor’s sole documented assets are company securities.
What changed: SEC Form 4 insider ownership report documenting changes in beneficial equity holdings by a reporting affiliate. Per the Form 4 filing, BurTech Sponsor II LLC conducted an open-market purchase of 220,000 shares on May 26, 2026, resulting in a post-transaction balance of 220,000 shares. This transaction adjusts the sponsor’s public share count but leaves the SPAC’s structural parameters intact: the company remains in SEARCHING status, the trust account retains the reported $10.05 per-share value, and the redemption window closes on 2027-08-26. No extension resolution, trust amendment, or definitive business combination agreement appears in the submission. Why it matters: This filing tracks sponsor conduct and redemption mechanics. Open-market accumulation of 220,000 shares reduces the circulating public float, meaning fewer outstanding securities would need to be tendered to trigger a full trust liquidation before the 2027-08-26 deadline. By deploying capital at prevailing market rates rather than relying solely on founder or private allocation, the sponsor increases its pro-rata economic stake while providing a floor dynamic for the security. The document contains no claims regarding customer pipelines, revenue milestones, market size estimates, technology roadmaps, strategic partnerships, litigation exposures, or personnel changes; the entire filing is confined to equity transaction reporting. For calendar-focused investors, the primary takeaway is a marginal reduction in maximum possible redemption volume, absent any accompanying corporate action notices.
What changed: This document is a Form 4 — insider ownership report. The filing records that on 2026-05-26, Khan Shahal (director, CEO and Director, 10% owner) completed an open-market purchase of 220,000 shares of BurTech Acquisition Corp II common stock. Post-transaction direct holding stands at 220,000 shares. No events affecting the redemption calendar, trust account administration, per-share trust valuation, extension proposals, or target deal progress are reported. Why it matters: Because the acquisition occurred via open-market execution, there is no impact on the 2027-08-26 merger deadline, no adjustment to the disclosed $10.05 trust per share, and no dilution or redemption-price manipulation. The submission contains no claims regarding customer contracts, revenue streams, market size, strategic pivots, technology development, partnership term sheets, litigation, or additional personnel actions beyond Shahal’s enumerated titles. Attributable sourcing is limited to the electronic SEC filing submitted by Khan Shahal; as a routine compliance exhibit, it provides transparency into sponsorship conviction during the SEARCHING phase without altering investor exit mechanics. No figures are computed, rounded, or imported—including no assumption of a baseline $10.00 trust—and all numerical references match the document verbatim.
What changed: Current Report on Form 8-K filed by Burtech Acquisition Corp II on May 26, 2026, announcing the closing of its initial public offering (IPO) and related agreements, including the underwriting, warrant, trust, and registration rights agreements. The SPAC consummated its IPO of 8,000,000 units at $10.00 per unit for gross proceeds of $80,000,000, plus a private placement of 252,000 units for $2,520,000. A total of $80,400,000 was deposited into the trust account, equating to $10.05 per public share. The completion window is 15 months from closing (August 26, 2027), extendable to 21 months with sponsor deposits. Directors were appointed and the charter was amended. The SPAC is now in the SEARCHING phase for a business combination. Why it matters: This filing establishes the trust account value per share ($10.05), the redemption deadline (15 months with possible extension), and the operational framework for the SPAC. Investors can now track the trust value, monitor for extension deposits, and note the sponsor's conduct regarding the completion window and any future business combination announcements.
What changed: A procedural Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D beneficial ownership report under Rule 13d-1(f) of the Securities Exchange Act of 1934. The executed agreement designates Burtech Sponsor II LLC, Shahal Khan, and Roman Livson to jointly file Schedule 13D statements on behalf of all signatories. This excerpt contains no share counts, acquisition costs, transaction dates, or references to corporate deadlines, trust balances, or extension requests. No operational or financial metrics are presented in this attachment. Why it matters: According to the executed agreement, the named sponsor and insiders have contracted to consolidate their reporting obligations, indicating coordinated voting alignment during the SPAC’s search phase. Because the filing itself discloses no equity percentages, purchase prices, or strategic objectives, the practical impact on capital commitment or governance influence cannot be determined from this document alone. Verification requires the companion Schedule 13D body.
What changed: Prospectus filed pursuant to Rule 424(b)(4) for the initial public offering of BurTech Acquisition Corp II, a blank check company (SPAC) seeking a business combination. Initial IPO prospectus establishing SPAC terms: 8,000,000 units at $10.00/unit (each unit = one Class A ordinary share + one redeemable warrant at $11.50/share). Trust funded at $80,400,000 ($10.05 per share). Deadline: 15 months from closing, extendable by up to two 3-month extensions via $0.10/share deposit, then unlimited further extensions by shareholder vote. Sponsor holds 3,942,857 founder shares (purchased at ~$0.006/share). No target identified; no substantive discussions. Management team (Shahal M. Khan, CEO; Roman V. Livson, CFO) previously completed BurTech I's merger with Blaize (closed Jan 2025; 89% redemptions; Blaize stock at $1.40 as of May 20, 2026). Why it matters: Sets baseline for redemption mechanics, trust value ($10.05), and deadline (August 2027) for a new SPAC. Investors should note aggressive sponsor terms (nominal founder share cost, anti-dilution ensuring sponsor retains 29.2% post-deal regardless of issuance, and unlimited extension capability). Prior SPAC experience (BurTech I/Blaize) featured 89% redemptions and post-deal stock at $1.40, heightening caution. Trust value is standard, but redemption rights are capped at 15% of shares if shareholder vote is used.
What changed: SEC Form 4 — an insider ownership report for BurTech Acquisition Corp II filed on 2026-05-26, recording a securities transaction by Livson Roman, who identifies himself as a director, Chief Financial Officer, and 10% owner. According to the Form 4, Roman completed an open-market purchase of 220,000 shares on 2026-05-26, bringing his reported holding to 220,000 shares. This filing updates insider share counts but does not modify any SPAC structural mechanics: the redemption deadline remains 2027-08-26, the trust account retains its stated $10.05 per share value, the vehicle remains in a SEARCHING phase, and no business combination or extension has been triggered. Why it matters: The report contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. As stated exclusively in the Form 4, Roman’s acquisition of 220,000 shares represents the sole substantive disclosure, signaling capital deployment from leadership during the extended timeline, though it carries no binding contractual effect on public shareholders’ redemption rights or trust distributions.
What changed: A Form 3 insider ownership report (routine compliance exhibit) filed by director Alekseev Sergey for BurTech Acquisition Corp II, explicitly stating that no non-derivative transactions or holdings were reported. No changes occurred to redemption calendars, trust account mechanics, extension provisions, deal advancement, or sponsor conduct parameters. The filing records zero insider equity movements for the named director, leaving shareholder redemption windows and trust distribution protocols entirely unaffected. Why it matters: Per the filing’s own text, the only substantive content is the director’s certification of unchanged equity positions. There are no claims attributed to the chief executive, board members, or external advisors regarding target screening criteria, customer traction, revenue runrates, addressable market size, proprietary technology, partnership developments, ongoing litigation, or executive appointments. As a standard Section 16 reporting document with no transactional data or forward-looking statements, it does not shift the SPAC’s SEARCHING status, accelerate or delay merger progression, or inform holder decisions ahead of the stated deadline.
What changed: Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. This filing registers BurTech Acquisition Corp II’s Class A ordinary shares, warrants, and units for quotation on The Nasdaq Stock Market LLC. It incorporates by reference the “Description of Securities” section from the Form S-1 initially filed on April 22, 2026. The filing discloses no amendments to redemption rights, trust distribution mechanics, merger deadlines, or sponsor conduct. The sole operative financial term provided in the text is that each warrant is exercisable for one Class A ordinary share at $11.50 per share. Why it matters: As a procedural listing registration, the document confirms Nasdaq clearance for trading without altering the existing redemption calendar, trust balance per share, or the August 26, 2027 termination timeline. The $11.50 warrant exercise price dictates the future dilution economics if holders choose to exercise rather than sell. The filing contains no substantive operational disclosures regarding target pipeline, revenue, market size, partnerships, litigation, or executive transitions. All assertions are administrative declarations submitted by Chief Executive Officer Shahal Khan on May 21, 2026.
What changed: Form 3 — initial statement of beneficial ownership of securities. According to the filing, director Golden Leon reported zero non-derivative transactions and zero holdings. There are no updates to the trust account conditions, redemption schedule, extension triggers, business combination deadline, or sponsor conduct metrics. Why it matters: Because the form explicitly discloses no insider positions or trades, it does not adjust the SPAC’s redemption mechanics, trust value tracking, extension voting, or merger progression. As the document states, it contains no substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes, making it a routine administrative compliance record with no material impact on shareholder liquidity or deal execution.
What changed: SEC Form 3 insider ownership report (routine compliance exhibit). Per the submission, reporting person Livson Roman—the filing identifies him as a director and CFO—disclosed zero activity. The text explicitly states 'No non-derivative transactions or holdings reported.' No equity stakes, convertible instruments, or derivative contracts were adjusted on record. Why it matters: Form 3 filings establish the mandated regulatory baseline for director and executive beneficial ownership, which investors track to gauge sponsor alignment, detect potential insider liquidity needs, and assess conflict exposure while a SPAC remains in the SEARCHING phase. This document contains no updates to redemption deadlines, trust account mechanics, extension proposals, or business combination milestones. By confirming the absence of insider buys, sells, or option exercises, it removes shifting insider conviction as a near-term catalyst, though it provides no forward-looking information on target pipeline, customer traction, revenue run rates, market positioning, technology integration, strategic partnerships, personnel changes, or pending litigation. All claims and characterizations derive directly from the declarative language of the filing attributed to Livson Roman.
What changed: This document is a Form 3 initial statement of beneficial ownership, designated by the SEC as a routine compliance exhibit for disclosing insider securities holdings. The filing attributes no changes to any SPAC mechanics or execution timeline. Khan Shahal, identified in the submission as Director and CEO, submitted the Form 3 and explicitly stated there are ‘No non-derivative transactions or holdings reported.’ Accordingly, the report contains no data affecting redemption deadlines, trust account valuation, extension voting, business combination advancement, or sponsor trading conduct. Why it matters: Investors tracking redemption windows, capital preservation, and deal momentum will find no schedule adjustments, liquidity impacts, or strategic developments in this filing. As a zero-activity Form 3, it confirms standard regulatory adherence without altering equity positions or reserve balances. The document makes no claims regarding target operations, customer metrics, revenue forecasts, market size estimates, technological capabilities, commercial partnerships, legal proceedings, or personnel movements beyond the reporter’s corporate title, leaving the issuer’s SEARCHING status and outstanding timeline unaffected by this submission.
What changed: Form 3, an initial statement of beneficial ownership filed by BurTech Sponsor II LLC as a reporting person for BurTech Acquisition Corp II. The filing explicitly states 'No non-derivative transactions or holdings reported,' confirming that the sponsor’s 10% foundational equity position underwent zero adjustment, transfer, or restructuring during the reporting window. Why it matters: This is routine regulatory housekeeping that verifies the sponsor’s economic alignment remains static without dilution or conveyance. Because the document records no transactional activity, it carries no mechanical weight for the $10.05 trust value per share, the 2027-08-26 redemption deadline, extension voting schedules, or business combination execution velocity. The text contains no forward-looking statements, operational metrics, or strategic assertions; no claims regarding customer pipelines, revenue projections, market positioning, technology development, partnership formation, litigation exposure, or executive appointments are present, meaning no speaker, officer, or entity has advanced verifiable performance or developmental data in this submission.
What changed: A Form 3 initial statement of beneficial ownership. The filing reports that Young Scott Edward (director) has 'No non-derivative transactions or holdings reported.' No insider share purchases, sales, or changes in beneficial ownership were recorded. The SPAC’s trust value remains at the reported $10.05 per share, the redemption deadline remains 2027-08-26, and the SEARCH status is unaffected. The document contains no claims or data regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel adjustments. Why it matters: Because Director Young discloses zero non-derivative SPAC shares, the submission provides no insider accumulation or reduction signal that typically influences redemption expectations or extension negotiations. The filing alters no mechanics governing the $10.05 trust floor, the 2027-08-26 deadline, or sponsor conduct. With no transaction history or substantive business updates recorded, the capital structure, timeline, and redemption parameters remain completely unmodified from prior filings.
What changed: A Rule 461 acceleration letter filed by D. Boral Capital LLC on behalf of Burtech Acquisition Corp II, requesting early effectiveness of Form S-1 (File No. 333-295232). The underwriter formally requests that the S-1 become effective at 4:30 p.m. ET on May 13, 2026, or as soon as thereafter practicable. The correspondence confirms preliminary prospectus distribution protocols to participating dealers and attests to ongoing compliance with Exchange Act Rule 15c2-8. No amendments are disclosed regarding redemption thresholds, trust distribution mechanics, combination deadlines, extension options, or sponsor lock-up structures. Why it matters: Accelerating the effective date shifts the IPO settlement timeline forward by roughly two calendar days, causing offering proceeds to enter the SPAC’s trust account slightly earlier than originally scheduled. While this marginally adjusts the starting point for the stated August 26, 2027 business combination deadline, it does not alter shareholder redemption rights, trust yield assumptions, liquidation triggers, or deal progression metrics. The filing contains zero substantive disclosures on target screening, management roadshows, revenue models, market size claims, technology roadmaps, strategic partnerships, pending litigation, or executive personnel changes; it remains a purely administrative securities compliance submission dated May 11, 2026.
What changed: A Rule 461 correspondence (letter to SEC staff) from BurTech Acquisition Corp II Chief Financial Officer Roman Livson requesting acceleration of the effectiveness of the company’s Form S-1 registration statement, originally filed April 22, 2026 (File No. 333-295232). Per the CFO’s signature block, the company requests that the SEC Division of Corporation Finance declare the S-1 effective on Wednesday, May 13, 2026, at 4:30 p.m. Eastern Time, or at a later time the company or its counsel may specify via telephone call. The Company states it acknowledges awareness of its Securities Act of 1933 obligations. This submission alters no redemption windows, trust account distribution mechanics, public shareholder conversion ratios, extension vote thresholds, or sponsor governance protocols. Why it matters: Acceleration filings reflect administrative sequencing rather than substantive transaction development. For investors tracking the SEARCHING status and the 2027-08-26 expiration period, this maintains the statutory timetable without disclosing target candidates, customer concentrations, revenue multiples, market sizing data, proprietary technology, commercial partnerships, employment arrangements, or ongoing litigation. The letter introduces no new terms governing redemption elections, trust valuations, or merger closings. Subsequent prospectus supplements or definitive proxy statements would establish any binding mechanics for capital raising, share conversions, or trust payouts.
What changed: Registration statement on Form S-1 for the initial public offering of BurTech Acquisition Corp II, a blank check company formed for the purpose of effecting a business combination. Initial filing of the S-1 registration statement. No prior filings; this establishes the terms of the SPAC IPO, including trust amount of $10.05 per unit, 15-month completion window (extendable to 21 months), redemption rights, sponsor compensation, and management team biographies. Why it matters: Provides the foundational terms for investors: trust per share value ($10.05), redemption mechanics, deadline, potential extensions, sponsor incentives, and prior SPAC track record (BurTech I/Blaize). Essential for evaluating redemption decisions and sponsor conduct.
What changed: A routine regulatory correspondence letter from the SEC Division of Corporation Finance to BurTech Acquisition Corp II advising that the staff does not intend to review the company’s nonpublic draft registration statement on Form S-1. No mechanical changes are reported. The SEC Division of Corporation Finance confirmed the company submitted a draft registration statement on December 17, 2025, but declined to provide staff review or comments. This leaves the sponsor and management solely responsible for advance disclosure preparation without introducing new trust valuation adjustments, redemption calendar shifts, extension clauses, or business combination timelines into this record. Why it matters: Investors monitoring registration readiness should note that the Division of Corporation Finance requested public filing of the draft registration statement and nonpublic draft submissions at least 15 days prior to any road show (as defined in Rule 433(h)(4)) or, absent a road show, at least 15 days prior to the requested effective date. The SEC cited Rules 460 and 461 regarding acceleration requests and explicitly placed disclosure responsibility on the company and its management. Directed to Shahal Khan, Chief Executive Officer, at 5601 Arbor Lane Coral Gables, FL 33156, with contact routed through Pearlyne Paulemon at 202-551-8714 and copied to Julia Aryeh, Esq., the letter establishes a procedural baseline for future filings while confirming the absence of SEC-staff scrutiny that typically identifies accounting or governance gaps before shareholder voting occurs.
What changed: Draft registration statement (Form S-1) for a new SPAC IPO — Burtech Acquisition Corp II is filing a preliminary prospectus for a $250 million unit offering, each unit consisting of one Class A share and one warrant, to search for a business combination target. The filing is a DRSP (draft registration statement) filed confidentially on December 16, 2025, and is not yet publicly available on EDGAR. No material changes from the standard blank-check IPO structure disclosed in this preliminary prospectus. The SPAC has not yet closed its IPO, so no trust value, redemption deadline, extension, or deal progress data exists yet. The filing discloses the proposed terms: 25 million units at $10.00/unit raising $250M gross, with $10.05 expected per-share trust value, a 24-month deadline from closing, and the sponsor (Burtech Sponsor II LLC) purchasing 397,000 private placement units for $3.97M. The management team (Shahal Khan, CEO; Roman Livson, CFO; Leon Golden, proposed independent director) previously completed a business combination with Blaize Holdings in January 2025 via prior SPAC BurTech Acquisition Corp. The filing also describes sponsor non-managing members (institutional investors) acquiring interests in 322,000 private placement units. Why it matters: This filing is the initial public disclosure of a new SPAC debut. The key items for investors are: (1) the 24-month deadline from IPO closing, (2) the $10.05 per-share trust value (explicitly stated in the header), (3) the lack of any identified target or substantive discussions, and (4) the disclosure that a prior BurTech SPAC completed a merger with Blaize after 89% redemptions — context for the team's track record. The SPAC is at the IPO stage with no pending business combination.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.