BurTech Acquisition (BRKH) - 2023 Q4 - Annual Report

Financial Performance - The company had a net income of $1,673,607 for the year ended December 31, 2022, consisting of interest from marketable securities of$3,989,294, offset by formation and operating costs of $1,523,929 and provision for income taxes of$791,758 [545]. Capital Structure and Financing - Following the stockholders' vote on March 10, 2023, approximately $227.8 million was removed from the trust account to pay holders, resulting in 6,630,703 shares of Class A common stock outstanding and approximately$68.0 million remaining in the trust account [528]. - The company expects to raise additional capital through loans or investments to meet working capital needs, but there is no assurance that new financing will be available on commercially acceptable terms [546]. - 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 [548]. Merger and Acquisition - The merger agreement includes provisions for the issuance of up to 3,750,000 Earnout Shares to Blaize shareholders if the closing stock price of New Blaize common stock reaches$12.50 per share for 20 trading days within any 30 consecutive trading day period [533]. - The merger agreement is subject to several closing conditions, including shareholder approval and effectiveness of the registration statement on Form S-4 [534]. - The company will cease operations and redeem public shares if it cannot complete the initial business combination within the Combination Period, with no redemption rights for warrants [530]. - The company plans to use funds not held in the trust account for identifying and evaluating acquisition candidates and performing due diligence [546]. Governance and Internal Controls - The stockholders' agreement will allow the Stockholder Group to designate two out of nine individuals to the board of directors as long as they own 10% or more of the total shares of New Blaize Common Stock [543]. - The company has identified material weaknesses in its internal controls related to the withdrawal of funds from the trust account and accounting for Class A common stock subject to possible redemption [36].