Burtech Acquisition Corp II-A美股招股说明书(2026-05-26版)

8,000,000Units Burtech Acquisition CorpII is a newly incorporated blank check company incorporated for the purpose ofeffecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similarbusiness combination with one or more businesses or entities, which we refer to throughout this prospectus asour initial business combination. We have not selected any specific business combination target and we havenot, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with anybusiness combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one redeemable warrant. Each warrant entitles the holder thereof to purchaseone ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described in this prospectus.The warrants will become exercisable on the later of 30days after the completion of our initial businesscombination and 12months after this registration statement is declared effective by the Securities and ExchangeCommission (the “warrant exercise date”) and will expire fiveyears after the completion of our initial businesscombination or earlier upon redemption or liquidation (the “warrant expiration date”), as described in thisprospectus.We have also granted the underwriters a 45-day option to purchase up to an additional1,200,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinaryshares upon the completion of our initial business combination at a per share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below calculated as of twobusiness days priorto the consummation of our initial business combination, including interest earned on the funds held in the trustaccount (less taxes payable), divided by the number of then issued and outstanding public shares, subject to thelimitations described herein. Notwithstanding the foregoing redemption rights, if we seek shareholder approvalof our initial business combination and we do not conduct redemptions in connection with our initial businesscombination pursuant to the tender offer rules, our amended and restated memorandum and articles ofassociation will provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of theSecurities ExchangeActof1934, as amended), is restricted from redeeming its shares with respect to more thanan aggregate of 15% of the shares sold in this offering, without our prior consent. We will have 15 months fromthe closing of this offering to consummate an initial business combination, or up to 21 months from the closingof this offering, after two three month extensions, upon the deposit by the Sponsor into the Trust Account of$0.10 per public Class A ordinary share then issued and outstanding, for each three month extension (each an“extension”). In addition, our shareholders can also vote at any time to amend our amended and restatedmemorandum and articles of association to extend the amount of time we will have to complete an initialbusiness combination, in each case as further described herein. There is no limit on the number of times ourshareholders can vote to amend our amended and restated memorandum and articles of association to extend theamount of time we will have to complete an initial business combination, and any such extension may be forany amount of time. We refer to the time period we have to complete an initial business combination, as the“completion window”. If our completion window is extended by an amendment to our amended and restatedmemorandum and articles of association, our shareholders will be entitled to vote on such amendment and toredeem their shares in connection with any such extension. If we have not completed our initial businesscombination within the completion window or we do not otherwise seek shareholder approval to amend ouramended and restated memorandum and articles of association to further extend the time to complete our initialbusiness combination, we will redeem 100% of the public shares at a per share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trustaccount (which interest shall be less taxes payable and less to $100,000 to pay dissolution expenses), divided bythe number of then issued and outstanding public shares, subject to applicable law and certain conditions asfurther described herein.Please see “Redemption of Public Shares and Liquidation if no Initial BusinessCombinati