Burtech Acquisition Corp II-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-43311 Burtech Acquisition Corp II(Exact Name of Registrant as Specified in Its Charter) (Issuer’s telephone number) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of June 22, 2026, there were 8,332,000 Class A ordinary shares, $0.0001 par value and 3,428,571 Class B ordinary shares, $0.0001par value, issued and outstanding. BURTECH ACQUISITION CORP IIFORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Interim Financial StatementsCondensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)2Condensed Statement of Changes in Shareholder’s Deficit for the Three Months Ended March 31, 2026 (Unaudited)3Condensed Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3. Quantitative and Qualitative Disclosures About Market Risk22Item 4. Controls and Procedures22Part II. Other InformationItem 1. Legal Proceedings23Item 1A. Risk Factors23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds23Item 3. Defaults Upon Senior Securities23Item 4. Mine Safety Disclosures23Item 5. Other Information23Item 6. Exhibits24Part III. Signatures25 PART I - FINANCIAL INFORMATION BURTECH ACQUISITION CORP IICONDENSED BALANCE SHEETS Current LiabilitiesAccrued expenses$13,913$31,650Accrued offering costs32,99826,700Promissory note – related party118,19837,420Total Current Liabilities165,10995,770Total Liabilities165,10995,770 Shareholder’s DeficitPreference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as ofMarch 31, 2026 and December 31, 2025——ClassA ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstandingas of March 31, 2026 and December 31, 2025——Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,942,857 shares issuedand outstanding as of March 31, 2026 and December 31, 2025(1)(2)394394Additional paid-in capital24,60624,606Accumulated deficit(70,268)(55,180)Total Shareholder’s Deficit(45,268)(30,180)TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT$119,841$65,590 (1)Includes an aggregate of up to 514,286 ClassB ordinary shares subject to forfeiture if the over-allotment option is not exercised infull or in part by the underwriter (see Note7). Subsequently, on June 5, 2026, the underwriters forfeited their over-allotmentoption to purchase up to an additional 1,200,000 Units. As a result of the over-allotment option forfeiture by the underwriters,514,286 Class B ordinary shares of the Company were surrendered by the Sponsor, and such surrendered shares were cancelled bythe Company (see Note 5).(2)On April 17, 2026, the Sponsor surrendered 7,392,858 Class B ordinary shares for no consideration. On May 21, 2026, the Sponsor further surrendered 985,714 Class B ordinary shares for no consideration, whereby the Sponsor now holds 3,942,857Class B ordinary shares. All share and per share data have been retrospectively presented. The accompanying notes are an integral part of the unaudited condensed financial s