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[139]. - Following a stockholder vote on March 10, 2023, approximately $227.8 million was redeemed, leaving 6,630,703 shares of Class A common stock outstanding and approximately $68.0 million in the trust account[140]. - In a subsequent stockholder vote on December 11, 2023, 2,285,040 shares were redeemed, resulting in approximately $24.5 million being removed from the trust account[141]. Merger Agreement - The Company entered into a Merger Agreement on December 22, 2023, to merge with Blaize, Inc., with the Company to be renamed "Blaize Holdings, Inc." upon completion[145]. - 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[146]. - 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[150]. - The closing of the Merger is subject to customary conditions, including shareholder approvals and regulatory clearances[152]. - 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[156]. - The Merger Agreement includes provisions for the parties to obtain necessary approvals from governmental agencies[157]. Financial Performance - 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[174]. - As of March 31, 2024, the company had $148,736 in its restricted cash account and $47,868,795 in investments held in trust, with $3,369,206 representing interest income[176]. - The company generated non-operating income of $628,074 from interest on investments held in the Trust Account for the three months ended March 31, 2024[174]. - For the three months ended March 31, 2023, the company had a net income of $1,574,791, consisting of interest from marketable securities of $3,075,729, offset by operating costs and franchise taxes of $895,810 and provision for income taxes of $605,128[175]. Liquidity and Capital Needs - The company’s liquidity needs up to March 31, 2024, were satisfied through a payment from the sponsor of $25,000 and a loan of $1,500,000 under an unsecured promissory note from the sponsor[177]. - The Company expects to need to raise additional capital through loans or investments to meet working capital needs, with no assurance that financing will be available on acceptable terms[178]. - 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[179]. - The financial statements do not include adjustments related to the recovery of recorded assets or liabilities if the Company cannot continue as a going concern[180]. Internal Controls and Compliance - The Company has identified material weaknesses in internal control over financial reporting, particularly regarding the withdrawal of funds from the Trust Account[196]. - The company’s disclosure controls and procedures were deemed not effective during the period covered by the report[196]. - The company identified material weaknesses in internal control over financial reporting, particularly regarding the withdrawal of funds from the Trust Account and accounting for class A common stock subject to possible redemption as of December 31, 2023[196]. - The company’s ability to accurately report financial results may be adversely affected if it cannot maintain effective internal controls[197]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the internal control[199]. Tax and Regulatory Considerations - The Company may be subject to a 1% excise tax on stock repurchases occurring after December 31, 2023, which could affect cash available for business combinations[202]. - The excise tax is calculated based on the fair market value of shares repurchased, which could impact the cash available for business combinations[203]. Other Considerations - The Company has no long-term debt or significant liabilities, except for a monthly fee of $10,000 to an affiliate for administrative support[182]. - As of March 31, 2024, there are 4,345,663 Class A common stocks subject to possible redemption, presented at redemption value as temporary equity[184]. - The Company has not entered into any off-balance sheet financing arrangements as of March 31, 2024[181]. - The potential common stocks for outstanding warrants to purchase shares were excluded from diluted earnings per share for the three months ended March 31, 2024, due to contingencies not being met[190]. - The company is currently assessing the impact of recently issued accounting standards on its financial position and results of operations[191]. - The company does not anticipate that recently issued accounting standards will have a material effect on its financial statements[193]. - The company has not reported any legal proceedings[201]. - The company is classified as a smaller reporting company and is not required to make certain market risk disclosures[193]. - The management conducted an evaluation of disclosure controls and procedures as of March 31, 2024[196].
Burtech Acquisition Corp.(BRKHU) - 2024 Q1 - Quarterly Report