BurTech Acquisition Corp. Releases Q2 2024 10-Q Report

BurTech Acquisition Corp., a Delaware-incorporated blank check company focused on effecting a merger or similar business combination, has released its Form 10-Q report for the second quarter of 2024. The report provides a detailed overview of the company's financial performance and operational activities, highlighting key metrics and future outlooks.

Financial Highlights

• Net Income: $98,772 for the three months ended June 30, 2023, driven by interest from marketable securities held in the Trust Account of $823,682, offset by operating costs and franchise taxes of $556,455 and provision for income taxes of $168,455.
• Net Income: $1,673,563 for the six months ended June 30, 2023, primarily due to interest from marketable securities held in the Trust Account of $3,899,411, offset by $1,452,265 in operating costs and franchise taxes and provision for income taxes of $773,583.
• Net Loss: $600,213 for the three months ended June 30, 2024, consisting of $748,339 in operating costs and franchise taxes, change in fair value of backstop agreement of $356,847 and provision for income taxes of $120,943, offset by interest from investments held in the Trust Account of $625,916.
• Net Loss: $610,846 for the six months ended June 30, 2024, which included $1,224,151 in operating costs and franchise taxes, change in fair value of backstop agreement of $356,847 and provision for income taxes of $283,838, offset by interest from investments held in the Trust Account of $1,253,990.

Business Highlights

• Company Overview: BurTech Acquisition Corp is a blank check company incorporated in Delaware, focused on effecting a merger or similar business combination with one or more businesses. The company is classified as an emerging growth company, which subjects it to specific risks associated with such companies.
• IPO and Capital Structure: The company completed its IPO on December 15, 2021, issuing 28,750,000 units at $10.00 per unit. Each unit consists of one Class A common stock and one redeemable warrant. Additionally, a private placement of 898,250 units was consummated with the sponsor.
• Redemption and Trust Account: Significant redemptions occurred during stockholder meetings in March and December 2023, resulting in substantial funds being removed from the trust account. As of the latest update, approximately $68.0 million remains in the trust account.
• Business Combination Efforts: The company is actively pursuing a business combination with Blaize, Inc., as outlined in the Merger Agreement dated December 22, 2023. This merger will result in Blaize becoming a wholly owned subsidiary of the company, which will be renamed Blaize Holdings, Inc.
• Merger Agreement Details: The merger involves complex financial arrangements, including convertible promissory notes and pre-funded warrants to be purchased by Burkhan Capital LLC. The agreement also outlines the issuance of earnout shares contingent on future stock price performance.
• Operational Timeline and Extensions: The company has extended its original liquidation date to December 15, 2023, with provisions to extend further until December 15, 2024, by making monthly deposits into the trust account.
• Future Outlook and Risks: The company faces a mandatory liquidation deadline if unable to complete a business combination within the specified period. Management has expressed concerns about liquidity and going concern issues due to insufficient working capital.
• Backstop Subscription Agreement: A backstop agreement is in place to ensure a minimum trust account balance of $30 million at the time of the business combination closing, with the sponsor committed to purchasing additional shares if necessary.
• Operational Costs and Losses: The company has incurred significant operating costs and franchise taxes, contributing to net losses for the reporting periods. These costs are primarily related to being a public company and pursuing a business combination.
• Critical Accounting Estimates: The company has identified key accounting estimates related to common stock redemption, warrants classification, and derivative liabilities associated with the backstop subscription agreement.

SEC Filing: BurTech Acquisition Corp. Releases Q2 2024 [ NASDAQ:BZAI ] - 10-Q - Aug. 13, 2024