IPO and Mergers - 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[121]. - The company entered into a Merger Agreement on December 22, 2023, to merge with Blaize, Inc., with Blaize becoming a wholly owned subsidiary[127]. - The Merger Agreement includes provisions for the issuance of up to 16.3 million earnout shares based on the closing stock price of New Blaize common stock exceeding certain thresholds[131]. - The company must ensure that the cash available in the trust account is equal to or greater than $125 million at the time of closing the merger[135]. - The company raised $25 million through the issuance of convertible promissory notes and a pre-funded warrant as part of the merger transaction[128]. - The company will be renamed "Blaize Holdings, Inc." following the completion of the merger[127]. - The Merger Agreement is subject to customary closing conditions, including shareholder approval and regulatory approvals[133]. Financial Performance - For the year ended December 31, 2023, the company reported a net income of $1,339,142, consisting of interest from investments held in the Trust Account of $5,751,596, offset by operating costs of $3,384,810 and income taxes of $1,027,644[151]. - The company had a net income of $1,673,607 for the year ended December 31, 2022, with interest from marketable securities of $3,989,294[152]. - The company incurred operating costs of $3,384,810 for the year ended December 31, 2023, compared to $1,523,929 for the year ended December 31, 2022[151][152]. - The company generated non-operating income in the form of interest dividends on marketable securities held in the Trust Account[150]. Cash and Investments - As of December 31, 2023, the company had $71,432,177 in investments held in trust, with $24,539,002 restricted for current redemption liability[153]. - The company had $843,313 in its restricted cash account as of December 31, 2023, held exclusively for current tax liabilities[153]. - The company had $810,345 outstanding under a Convertible Promissory Note as of December 31, 2023[154]. - The company expects to need to raise additional capital through loans or investments to meet its liquidity needs[155]. Going Concern and Liquidation - The company is less than 7 months from its mandatory liquidation as of the filing date, raising substantial doubt about its ability to continue as a going concern for at least one year[156]. - As of December 31, 2023, there are 4,345,663 Class A common stocks subject to possible redemption, classified as temporary equity[161]. Internal Controls and Compliance - The company has identified material weaknesses in internal controls over financial reporting, particularly regarding fund withdrawals from the Trust Account[173]. - Management plans to enhance control processes to address identified material weaknesses over time[174]. - The company has not adopted the new accounting standards ASU 2020-06 as of December 31, 2023, and is assessing its potential impact[168]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected its effectiveness[179]. Share Structure and Financial Instruments - The company has two classes of shares, with earnings and losses shared pro rata between Class A and Class B common stock[167]. - The company does not participate in off-balance sheet financing arrangements or have any special purpose entities[158]. - The company has not issued any derivative instruments to hedge exposures to cash flow, market, or foreign currency risks[163]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[170].
Burtech Acquisition Corp.(BRKHU) - 2023 Q4 - Annual Report