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BurTech Acquisition (BRKH) - 2024 Q3 - Quarterly Report
BRKHBurTech Acquisition (BRKH)2024-11-08 21:35

IPO and Stockholder Actions - The Company completed its IPO on December 15, 2021, raising approximately 287.5millionfromthesaleof28,750,000unitsat287.5 million from the sale of 28,750,000 units at 10.00 per unit[153]. - Following a stockholder vote on March 10, 2023, approximately 227.8millionwasredeemed,resultingin6,630,703sharesofClassAcommonstockoutstanding[154].−DuringtheSecondSpecialMeetingonDecember11,2023,stockholdersredeemed2,285,040shares,leadingtoapproximately227.8 million was redeemed, resulting in 6,630,703 shares of Class A common stock outstanding[154]. - During the Second Special Meeting on December 11, 2023, stockholders redeemed 2,285,040 shares, leading to approximately 24.5 million being removed from the trust account[155]. - The Company has approximately 68.0millionremaininginitstrustaccountafterredemptions[154].MergerAgreement−TheCompanyenteredintoaMergerAgreementonDecember22,2023,tomergewithBlaize,Inc.,withBlaizebecomingawhollyownedsubsidiaryoftheCompany[160].−TheMergerAgreementincludesprovisionsfortheissuanceofupto6,833,333sharesofClassAcommonstocktoBlaizeforaggregategrossproceedsof68.0 million remaining in its trust account after redemptions[154]. Merger Agreement - The Company entered into a Merger Agreement on December 22, 2023, to merge with Blaize, Inc., with Blaize becoming a wholly owned subsidiary of the Company[160]. - 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[161]. - An additional 16.3 million shares of New Blaize common stock may be issued as earnout shares based on stock price performance over a five-year period[165]. - The Merger is subject to customary closing conditions, including shareholder approval and regulatory clearances[167]. - The Company will be renamed "Blaize Holdings, Inc." following the completion of the Merger[160]. - The Merger Agreement includes a provision for the aggregate gross proceeds to be equal to or greater than 125,000,000,subjecttocertaindeductions[171].−TheMergerAgreementallowsfortheterminationbyeitherpartyifrequisiteshareholderapprovalsarenotobtained[174].−TheCompanyhasagreedtosupportandvoteinfavoroftheMergerAgreementandrelatedproposals[180].−TheCompanyandBlaizehaveagreedtonotengageindiscussionsregardingotherbusinesscombinationproposalsduringthemergerprocess[175][176].FinancialPerformanceandPosition−ForthethreemonthsendedSeptember30,2024,thecompanyreportedanetlossof125,000,000, subject to certain deductions[171]. - The Merger Agreement allows for the termination by either party if requisite shareholder approvals are not obtained[174]. - The Company has agreed to support and vote in favor of the Merger Agreement and related proposals[180]. - The Company and Blaize have agreed to not engage in discussions regarding other business combination proposals during the merger process[175][176]. Financial Performance and Position - For the three months ended September 30, 2024, the company reported a net loss of 875,953, with operating costs and franchise taxes amounting to 1,302,114[191].−FortheninemonthsendedSeptember30,2024,thecompanyhadanetlossof1,302,114[191]. - For the nine months ended September 30, 2024, the company had a net loss of 1,486,799, with total operating costs and franchise taxes of 2,526,265[192].−AsofSeptember30,2024,thecompanyhad2,526,265[192]. - As of September 30, 2024, the company had 49,915,251 in investments held in trust, with 4,633,444representinginterestincome[195].−Thecompanyhad4,633,444 representing interest income[195]. - The company had 1,500,000 outstanding under a Convertible Promissory Note and 2,164,291inadvancesfromthesponsorasofSeptember30,2024[196].−Thecompanyislessthan7monthsfrommandatoryliquidation,raisingsubstantialdoubtaboutitsabilitytocontinueasagoingconcern[198].−Thecompanyhasnooff−balancesheetfinancingarrangementsasofSeptember30,2024[200].−Thecompanydoesnothaveanylong−termdebtorcapitalleaseobligations,onlyamonthlyfeeof2,164,291 in advances from the sponsor as of September 30, 2024[196]. - The company is less than 7 months from mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[198]. - The company has no off-balance sheet financing arrangements as of September 30, 2024[200]. - The company does not have any long-term debt or capital lease obligations, only a monthly fee of 10,000 for administrative support[201]. Accounting and Reporting - The Trust Amount must be at least 30,000,000;ifitfallsbelowthisamount,theSponsorwillpurchasesharestocoverthedifferenceatapriceof30,000,000; if it falls below this amount, the Sponsor will purchase shares to cover the difference at a price of 10.00 per share[188]. - The Backstop Subscription Agreement is classified as a liability and will be recorded at fair value, subject to re-measurement until exercised[189]. - The company accounts for its Backstop Subscription Agreement as a liability, subject to re-measurement at each reporting period[211]. - The company has two classes of shares, with earnings and losses shared pro rata between Class A and Class B common stock[212]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[217]. Operational Status - The Company has not engaged in any operations or generated any revenues to date, with only organizational activities conducted through September 30, 2024[190]. - The Company must use reasonable best efforts to maintain its listing on Nasdaq until the Closing[179]. - The Company will incur expenses related to being a public company, including legal and financial reporting costs[190]. - The company is expected to generate non-operating income from interest dividends on marketable securities held in the Trust Account[190].