Core Viewpoint - Blaize Holdings, Inc. is merging with BurTech Acquisition Corp., giving the combined entity a pro forma enterprise value of $894 million and expected proceeds of $71 million after expenses [3]. Company Overview - Blaize is a provider of hardware and software solutions for edge AI processing and machine learning across various sectors, including automotive, retail, and healthcare [4]. - Key products include the Blaize Graph Streaming Processor (GSP), Pathfinder P1600 module, and Xplorer Accelerator platforms, designed for low latency and energy efficiency [4]. - The company emphasizes its focus on edge applications, contrasting with larger competitors that offer broader solutions [4]. Market Positioning - The edge AI computing market is projected to grow significantly, with estimates ranging from a CAGR of 13.0% to 48.6% over the next 5-10 years, with a middle estimate of 27.5% from $26.74 billion in 2024 to $186.44 billion by 2032 [5][6]. - Manufacturing and automotive sectors are the largest segments driving this growth, particularly due to the demand for real-time data [5]. - The hardware segment currently holds the largest market share at 45.1%, but software is expected to grow faster at a CAGR of 23.7% from 2023 to 2030 [6]. Competitive Landscape - Blaize faces competition from larger companies like Nvidia, AMD, and Intel, as well as startups focused on edge computing [7]. - The competitive environment includes both established players with broad solutions and niche startups targeting specific edge applications [7]. Management and Investors - The management team has extensive experience from leading semiconductor firms, with the CEO having over 20 years in the industry [8]. - Blaize is backed by notable investors, including Mercedes-Benz and Samsung, which enhances its credibility and market position [8].

IPO and Stockholder Actions - The Company completed its IPO on December 15, 2021, raising approximately $287.5 million from the sale of 28,750,000 units at $10.00 per unit[128]. - Following a stockholder vote on March 10, 2023, approximately $227.8 million was redeemed, resulting in 6,630,703 shares of Class A common stock outstanding[129]. - On December 11, 2023, stockholders redeemed 2,285,040 shares, leading to approximately $24.5 million being removed from the trust account[129]. - The Company has approximately $68.0 million remaining in its trust account after redemptions[129]. Merger Agreement and Business Combination - The Company entered into a Merger Agreement on December 22, 2023, to merge with Blaize, Inc., with Blaize becoming a wholly owned subsidiary[134]. - The Merger Agreement includes provisions for the issuance of up to 6,833,333 shares of Class A common stock to Blaize for aggregate gross proceeds of $25.0 million[135]. - An earnout of up to 16.3 million shares of New Blaize common stock may be issued based on stock price performance over a five-year period[138]. - The closing of the Merger is subject to customary conditions, including shareholder approval and regulatory clearances[140]. - The Company will be renamed "Blaize Holdings, Inc." following the completion of the Merger[134]. - The Merger Agreement includes a provision for the Company to prepare and file a registration statement on Form S-4 to obtain shareholder approval for the Business Combination[145]. - The Merger Agreement allows for the termination by either party if requisite shareholder approvals are not obtained by December 31, 2024[147]. - The Company has agreed to not engage in discussions regarding other Business Combination Proposals during the period leading up to the Closing[148]. - The Company will enter into lock-up agreements restricting the transfer of common stock for 180 days post-Closing[156]. Financial Performance and Position - For the three months ended June 30, 2024, the company reported a net loss of $600,213, with operating costs and franchise taxes amounting to $748,339[164]. - For the six months ended June 30, 2024, the net loss was $610,846, offset by interest from investments held in the Trust Account of $1,253,990[165]. - As of June 30, 2024, the company had $48,885,820 in investments held in trust and $26,944 in its restricted cash account[166]. - The company has $1,500,000 outstanding under a Convertible Promissory Note and $1,059,551 in advances from the sponsor as of June 30, 2024[166]. - The company is less than 7 months from mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[168]. - The company has no off-balance sheet financing arrangements as of June 30, 2024[169]. - The company does not have any long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative support[170]. Internal Controls and Tax Implications - The company has identified material weaknesses in its internal control over financial reporting, which may affect its ability to report financial results accurately[186]. - The company may be subject to a 1% excise tax on stock repurchases after December 31, 2023, as per the Inflation Reduction Act of 2022[191]. - The company may be subject to an excise tax on redemptions or repurchases occurring after December 31, 2023, depending on various factors including fair market value and business combination structure[192]. - The excise tax implications could reduce the cash available for completing business combinations, impacting the company's ability to finalize such transactions[192]. - Recent interim guidance from the IRS indicates that the excise tax should not apply in the event of the company's liquidation, subject to certain exceptions[192]. Operational Status - The Company has not engaged in any operations or generated any revenues to date, with activities focused on organizational tasks and preparing for the Initial Public Offering[163]. - The Trust Amount must be at least $30,000,000; if it falls below this threshold, the Sponsor will purchase shares to cover the difference at a price of $10.00 per share[161]. - The Backstop Subscription Agreement is classified as a liability and will be recorded at fair value, subject to re-measurement until exercised[162]. - The Company incurs expenses related to being a public entity, including legal and financial reporting costs[163].

IPO and Merger Details - The Company completed an IPO of 28,750,000 units at $10.00 per unit, generating proceeds of approximately $8.98 million[230]. - The Company entered into a Merger Agreement with Blaize, where Blaize will become a wholly owned subsidiary, and the Company will be renamed "Blaize Holdings, Inc."[234]. - The Merger Agreement includes an exchange ratio of 77,000,000 shares of the Company Class A common stock for Blaize Common Stock[235]. - The Merger is subject to customary closing conditions, including shareholder approvals and regulatory clearances[239]. - The Company agreed to not engage in any other business combination proposals between the date of the Merger Agreement and the closing[246]. - A private placement of up to $25 million in secured convertible promissory notes for Blaize is planned prior to or concurrently with the closing[248]. - The Sponsor Support Agreement requires the Sponsor to vote in favor of the Merger Agreement and against any competing proposals[250]. - The merger agreement includes provisions for up to 6,833,333 shares of Class A common stock to be issued for aggregate gross proceeds of $25.0 million[265]. - Earnout shares totaling 16.3 million may be issued contingent on the closing stock price of New Blaize common stock exceeding certain thresholds during the earnout period[267]. Financial Performance and Position - For the three months ended March 31, 2024, the company reported a net loss of $10,633, with operating costs and franchise taxes totaling $475,812 and provision for income taxes of $162,895[281]. - As of March 31, 2024, the company had $1,500,000 outstanding under a Convertible Promissory Note and $418,441 in advances from the sponsor[282]. - The company had $148,736 in its restricted cash account and $47,868,795 in investments held in trust as of March 31, 2024, with $3,369,206 representing interest income[292]. - Approximately $227.8 million was removed from the company's trust account to pay holders after 22,119,297 shares were tendered for redemption[261]. - The company generated non-operating income of $3,075,729 from interest on marketable securities held in the trust account for the three months ended March 31, 2023[291]. - The Company is less than 7 months from mandatory liquidation, raising substantial doubt about its ability to continue as a going concern for at least one year from the date of the financial statements[296]. - The Company has no long-term debt or significant liabilities, except for a monthly fee of $10,000 to an affiliate for office space and support[298]. - As of March 31, 2024, there are 4,345,663 Class A common stock subject to possible redemption, presented at redemption value as temporary equity[299]. Operational and Regulatory Considerations - The Company must ensure that cash available in the trust account is equal to or greater than $125 million at the time of closing[242]. - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying a target company for a business combination[289]. - The company must use reasonable best efforts to remain listed as a public company on Nasdaq until the closing of the merger[276]. - The Company has identified material weaknesses in internal control over financial reporting, particularly regarding the withdrawal of funds from the Trust Account[327]. - The Inflation Reduction Act imposes a 1% excise tax on stock repurchases by publicly traded corporations, effective January 1, 2023[332]. Future Capital Needs - The Company expects to need to raise additional capital through loans or investments to meet working capital needs[293]. - If unable to raise additional capital, the Company may need to curtail operations or reduce overhead expenses[293]. Accounting and Share Structure - The Company has not adopted the new accounting standards effective January 1, 2024, and is assessing their potential impact[303]. - The Company has two classes of shares, with earnings and losses shared pro rata between Class A and Class B common stock[302]. - The public and private warrants are classified as equity and recorded as part of additional paid-in capital at issuance[301].

Financial Position - As of September 30, 2023, the Company had $70,796,551 in investments held in the Trust Account, with a working capital deficit of $4,458,673[167]. - As of September 30, 2023, the Company had $358 in its operating bank accounts and $3,494,914 of the amount on deposit in the Trust Account represented interest income[167]. - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[174]. Income and Expenses - For the three months ended September 30, 2023, the Company reported a net income of $3,362, with interest from investments in the Trust Account amounting to $910,391[163]. - For the nine months ended September 30, 2023, the Company achieved a net income of $1,676,925, driven by interest income of $4,809,802[164]. - The Company incurred $2,179,968 in operating costs and franchise taxes for the nine months ended September 30, 2023[164]. IPO and Trust Account Activity - The Company completed its IPO on December 15, 2021, raising $287,500,000 from the sale of 28,750,000 units at $10.00 per unit[157]. - Following a stockholder vote on March 10, 2023, approximately $227.8 million was removed from the Company's trust account due to 22,119,297 shares being tendered for redemption[158]. Future Operations and Capital Needs - The Company has until December 15, 2023, to complete its initial business combination, after which it will cease operations if unsuccessful[159]. - The Company expects to need additional capital to meet its liquidity needs and may not be able to obtain financing on commercially acceptable terms[169]. Accounting Standards and Internal Controls - ASU 2020-06, effective January 1, 2024, simplifies accounting for certain financial instruments and introduces additional disclosures for convertible debt[187]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, with no adoption as of September 30, 2023[187]. - Disclosure controls and procedures were evaluated and deemed effective as of the end of the fiscal quarter ended September 30, 2023[191]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[193].

Financial Performance - The net income for the six months ended June 30, 2023, was $1,673,563, compared to a net loss of $3,600 for the same period in 2022[21]. - Basic and diluted net income per common stock, Class A subject to redemption, was $0.04 for the six months ended June 30, 2023, compared to $0.00 for the same period in 2022[21]. - The company reported a loss from operations of $1,452,265 for the six months ended June 30, 2023, compared to a loss of $346,356 for the same period in 2022[21]. - The provision for income taxes for the six months ended June 30, 2023, was $773,583, compared to $80,676 for the same period in 2022[21]. - For the six-month period ended June 30, 2023, the allocation of net income for Class A common stock was $1,227,883, while Class B common stock had an allocation of $54,778[83]. - The basic and diluted net income per share for Class A and Class B common stock was $0.04 for both classes for the six-month period ended June 30, 2023[83]. - The effective tax rate for the three months ended June 30, 2023, was 63.04%, compared to 46.14% for the same period in 2022[79]. Assets and Liabilities - Total current assets as of June 30, 2023, were $1,398,215, a significant increase from $208,764 as of December 31, 2022[21]. - The company had a total stockholders' deficit of $(13,631,505) as of June 30, 2023[34]. - The Company reported a working capital deficit of $3,567,923 as of June 30, 2023[58]. - The total liabilities as of June 30, 2023, were $15,012,358, compared to $11,359,210 as of December 31, 2022[182]. - The company had an accumulated deficit of $(13,631,505) as of June 30, 2023, compared to $(10,145,752) as of December 31, 2022[184]. - The company had total liabilities and stockholders' deficit of $71,284,374 as of June 30, 2023, down from $296,011,458 as of December 31, 2022[184]. Trust Account and Investments - Investments held in the Trust Account decreased to $69,886,159 from $295,802,694 over the same period[21]. - The Company had $69,886,159 in investments held in the Trust Account as of June 30, 2023, down from $295,802,694 as of December 31, 2022[77]. - Interest income earned on Trust for the six months ended June 30, 2023, was $3,899,411, up from $423,432 in the same period of 2022[21]. - Interest earned on marketable securities held in the Trust Account for the six months ended June 30, 2023, was $3,899,411, a significant increase from $394,047 in the same period of 2022[204]. - The company generated non-operating income primarily from interest dividends on marketable securities held in the Trust Account[202]. IPO and Business Combination - The transaction costs for the IPO amounted to $16,919,619, including $2,875,000 in underwriting commissions and $10,062,500 in deferred underwriting commissions[37]. - The Company completed its IPO on December 15, 2021, issuing 28,750,000 Units at a price of $10.00 per Unit, raising a total of $287,500,000[114]. - The company plans to effect a merger or similar business combination, indicating potential market expansion strategies[7]. - The company entered into a non-binding letter of intent for a potential business combination with CleanBay Renewables Inc. on February 24, 2023[52]. - The company has extended the time to consummate an initial business combination from March 15, 2023, to December 15, 2023[55]. - The company will have only 15 months from the closing of the IPO to complete the initial Business Combination[41]. - The initial anticipated redemption price per public share is $10.15, but there is no guarantee that investors will receive this amount[40]. - The common stock subject to redemption is classified outside of permanent equity due to redemption provisions not solely within the control of the company[156]. - The company will provide public stockholders the opportunity to redeem shares upon the completion of the initial business combination, either through a stockholder meeting or a tender offer[168]. Risks and Concerns - The company is subject to risks associated with being an emerging growth company, which may impact future performance[7]. - The Company cannot predict the likelihood of economic uncertainties impacting its ability to complete an initial business combination[59]. - Management has raised substantial doubt about the Company's ability to continue as a going concern for at least one year from the date the condensed financial statements are issued[70]. - The Company expects to need to raise additional capital through loans or investments to meet its working capital needs[68]. - The Company is less than 7 months from its mandatory liquidation as of the filing date of the Quarterly Report[69]. Shareholder Information - The weighted average shares outstanding of Class A common stock subject to redemption was 29,801,668 as of June 30, 2023[21]. - As of June 30, 2023, there were 6,630,703 Class A common stocks subject to possible redemption, presented at redemption value as temporary equity[91]. - The Company had $99,975 outstanding under a Working Capital Loan as of June 30, 2023, compared to no balance outstanding as of December 31, 2022[67]. - The Company has 9,487,500 shares of Class B common stock issued and outstanding as of June 30, 2023, following a stock split[166]. - The Company is authorized to issue 280,000,000 shares of Class A common stock, with 1,329,500 shares issued or outstanding as of June 30, 2023[138]. - The Company is authorized to issue 20,000,000 shares of Class B common stock, with holders entitled to one vote per share[166]. Miscellaneous - The Company incurred offering costs amounting to $16,919,619 related to the IPO, which included $2,875,000 in underwriting fees and $10,062,500 in deferred underwriting fees[93]. - The Company incurred operating costs and franchise taxes totaling $1,452,265 for the six months ended June 30, 2023[204]. - The Company recognized changes in the redemption value of redeemable common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[92]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[105]. - The fair value of the Company's assets and liabilities approximates the carrying amounts due to their short-term nature[86]. - The Company has not experienced losses on its cash account and believes it is not exposed to significant risks[94]. - The Company has determined that the warrants issued in the IPO are classified as equity and not as liabilities[101]. - The warrants entitle holders to purchase one share of Class A common stock at a price of $11.50 per share, becoming exercisable 30 days after the initial Business Combination[146]. - The fair value of the founder shares was determined to be $8,758,683 or $7.62 per share, based on a 75% probability of a successful business combination and an implied volatility of 4.16%[159]. - The company incurred and paid $60,000 and $112,903 for administrative service fees as of June 30, 2023, and December 31, 2022, respectively[128]. - The Sponsor agreed to loan the Company up to $300,000 for IPO expenses, with no borrowings outstanding as of June 30, 2023[120]. - The Company issued an unsecured convertible promissory note to the Sponsor for $1,500,000 on February 1, 2023, which may be converted into Units at the Sponsor's discretion[130]. - On March 10, 2023, stockholders redeemed 22,119,297 Class A shares for a total of $227,776,035, resulting in a 1% excise tax liability of $2,277,760[124]. - The excise tax payable as of June 30, 2023, is $2,277,760, which was not present as of December 31, 2022[182].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $1,574,791, driven by interest from marketable securities of $3,075,729, offset by operating costs and taxes totaling $1,500,938[174]. - As of March 31, 2023, the company had $1,172,371 in operating bank accounts and $69,431,940 in investments held in the Trust Account, with a working capital deficit of $3,061,468[175]. - Approximately $227.8 million was removed from the company's trust account to pay for the redemption of 22,119,297 shares, resulting in 6,630,703 shares of Class A common stock outstanding[173]. - The company has $2,130,305 of the amount on deposit in the Trust Account representing interest income as of March 31, 2023[175]. Tax and Regulatory Considerations - The company may be subject to a 1% excise tax on stock repurchases occurring after December 31, 2022, as per the Inflation Reduction Act of 2022[238]. Company Status and Risks - The company is an emerging growth company, subject to risks associated with such status[172]. Warrant Information - The company will not be obligated to deliver shares of Class A common stock upon warrant exercise unless a registration statement is effective[182]. - The warrants entitle holders to purchase shares of Class A common stock at a price of $11.50 per share, becoming exercisable 30 days after the initial Business Combination[181]. - The company has no obligation to net cash settle any warrant, and if registration is not effective, the warrants may expire worthless[182]. Internal Controls - The company has not experienced any changes in internal control over financial reporting that materially affect its operations during the most recent fiscal quarter[235].

Financial Performance - For the year ended December 31, 2022, the company reported a net income of $1,673,607, driven by interest from marketable securities of $3,989,294, offset by formation and operating costs of $1,523,929 and income tax provision of $791,758 [98]. - The company has a working capital deficit of $96,188 as of December 31, 2022, raising substantial doubt about its ability to continue as a going concern [122]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence for potential acquisitions [119]. - The company expects to need additional capital to meet its liquidity needs and may not be able to obtain financing on commercially acceptable terms [100]. Investments and Capital Structure - As of December 31, 2022, the company had $295,802,694 in investments held in the Trust Account, which is designated for a Business Combination or to repurchase public shares [121]. - The company completed its IPO on December 15, 2021, raising a total of $8,982,500 from the sale of 28,750,000 units at $10.00 per unit [96]. - The company has no long-term debt or capital lease obligations, with only a monthly fee of $10,000 payable to an affiliate for office space and administrative support [104]. - The company has two classes of shares, Class A and Class B, with earnings and losses shared pro rata between them [131]. Business Development and Strategy - The company is developing a multi-billion dollar pipeline of "Digital Nomad" properties in New York City, in collaboration with WIRED, a Condé Nast company [154]. - The company is currently developing a hotel property that will be a fully tech-enabled live and work destination in New York City [154]. - The company focuses on investing in sectors such as InfraTech, PropTech, FinTech, AI, BioTech, and Alternative Energy, searching for exceptional businesses to invest in [157]. - The company has a focus on reinvesting gains from portfolio investments into companies that promote sustainability [154]. Management and Governance - The Chief Investment Officer has over 20 years of experience in asset management and is responsible for managing a portfolio with over $16 billion in assets under management [142]. - The Chief Marketing Officer has over 30 years of experience in brand creation and marketing for globally recognized brands, including MGM Resorts and American Express [143]. - The Chief Executive Officer has a background in economics and has been involved in various ventures, including a joint venture for power projects in Pakistan [138]. - The company’s Chairman and CEO, Mr. Khan, has over 22 years of experience in various sectors, contributing to the syndication of several billion in equity for projects [179]. Compliance and Internal Controls - The company maintains effective internal control over financial reporting as of December 31, 2022, according to management assessments [149]. - The audit committee is composed of independent directors, ensuring compliance with Nasdaq listing standards [166]. - The company has established clear hiring policies for employees or former employees of the independent registered public accounting firm, in compliance with applicable laws and regulations [167]. - The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm engaged by the company [176]. - The company’s board of directors includes independent directors as defined by Nasdaq listing standards, ensuring compliance with regulatory requirements [175]. - The Audit Committee has a financial expert, Mr. Golden, who qualifies under SEC rules due to his extensive experience in finance and accounting [186]. - The company has a structured approach to reviewing internal control policies and procedures regularly to ensure effectiveness [169]. - The Audit Committee reviews and approves related party transactions as required by SEC regulations [169]. Board of Directors and Governance Practices - The board of directors consists of five members, with a structure that allows for staggered elections every two years [145]. - The board of directors will consider director candidates recommended by stockholders for future elections, ensuring shareholder engagement in governance [190]. - The company has a Code of Ethics in place to guide the conduct of its directors and employees [191]. - The company is focused on implementing and administering incentive compensation equity-based remuneration plans for its executives [187].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $661,883, driven by interest from marketable securities of $1,317,125, offset by formation and operating costs of $402,504 and income tax provision of $252,738 [137]. - For the nine months ended September 30, 2022, the company achieved a net income of $658,283, with interest income from marketable securities totaling $1,740,557, against formation and operating costs of $748,860 and income tax provision of $333,414 [138]. Assets and Investments - As of September 30, 2022, the company had $293,553,956 in investments held in the Trust Account, designated for a Business Combination or to repurchase Public Shares [140]. - The company had $480,348 in its operating bank accounts and working capital of $594,967 as of September 30, 2022 [140]. IPO and Business Combination - The company completed its IPO on December 15, 2021, raising proceeds of $8,982,500 from the sale of 28,750,000 units at $10.00 per unit [133]. - The company has a 15-month period from the IPO closing to complete its initial Business Combination, failing which it will redeem public shares at a cash price based on the Trust Account balance [134]. Debt and Capital Needs - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2022 [153]. - The company expects to need additional capital for operations and may seek loans or investments from sponsors or third parties [142]. Accounting Policies - The company has identified critical accounting policies that may affect reported amounts of assets and liabilities, requiring management estimates [143]. - The company does not anticipate any material effects from recently issued accounting standards that are not yet effective [157].

Financial Performance - The company reported a net income of $93,322 for the three months ended June 30, 2022, driven by interest from marketable securities of $394,047, offset by operating costs of $220,049 and income taxes of $80,676[131]. - For the six months ended June 30, 2022, the company experienced a net loss of $3,600, with total operating costs of $346,356 and income taxes of $80,676, against interest income of $423,432[131]. Assets and Investments - As of June 30, 2022, the company had $292,236,831 in investments held in the Trust Account, designated for a Business Combination or to repurchase public shares[133]. - The company had $621,578 in operating bank accounts and working capital of $715,923 as of June 30, 2022[133]. Initial Public Offering (IPO) - The company completed its IPO on December 15, 2021, raising a total of $8,982,500 from the sale of 28,750,000 units at $10.00 per unit[127]. - The company has a 15-month period from the IPO closing to complete its initial Business Combination, failing which it will redeem public shares at a cash price based on the Trust Account balance[128]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2022[146]. - The company expects to raise additional capital through loans or investments to meet its liquidity needs until a Business Combination is consummated[135]. Accounting Policies - The company has identified critical accounting policies that may affect reported amounts of assets and liabilities, including the treatment of common stock subject to possible redemption[136]. - The company has two classes of shares, with earnings and losses shared pro rata, and potential common stocks from outstanding warrants excluded from diluted earnings per share calculations[145].

Financial Performance - The company reported a net loss of $96,922 for the three months ended March 31, 2022, consisting of $126,308 in formation and operating costs, offset by $29,413 in interest income [134]. Cash and Working Capital - As of March 31, 2022, the company had approximately $927,449 in its operating bank account and working capital of approximately $959,828 [135]. - The company has a borrowing capacity of up to $1,500,000 from its sponsor to support operations over the next year [136]. - As of March 31, 2022, the company had total borrowings of $88,746 under a promissory note [138]. IPO and Transaction Costs - Transaction costs associated with the IPO totaled $16,919,619, including $2,875,000 in underwriting fees and $10,062,500 in deferred underwriting fees [137]. - The company completed its IPO on December 15, 2021, raising a total of $287,500,000 from the issuance of 28,750,000 units at $10.00 per unit [130]. Business Combination and Use of Funds - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination, with remaining proceeds used for working capital [139]. - The company has agreed to pay a monthly fee of $10,000 for office space and administrative support until the completion of its Business Combination [148]. Equity and Debt Structure - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2022 [147]. - The company has 28,750,000 Class A common stock subject to possible redemption, presented at redemption value as temporary equity [144].