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[153]. - 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[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 $68.0 million remaining in its trust account after redemptions[154]. 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 of the Company[160]. - The Merger Agreement includes provisions for the issuance of up to 6,833,333 shares of Class A common stock for aggregate gross proceeds of $25.0 million[161]. - An additional 16.3 million shares may be issued as earnout shares contingent on the closing stock price of New Blaize common stock exceeding certain thresholds during the Earnout 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 consummation of the Business Combination[160]. - The Merger Agreement includes a provision for the aggregate gross proceeds to be equal to or greater than $125,000,000, subject to certain deductions[171]. - The Company and Blaize have agreed to not engage in discussions regarding other business combination proposals during the merger process[175][176]. - The Merger Agreement allows for the termination by either party under specific conditions, including failure to obtain shareholder approvals[174]. - The Company has agreed to support the approval of the Merger Agreement and the Business Combination by its stockholders[180]. 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]. - 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]. - As of September 30, 2024, the company had $49,915,251 in investments held in trust, with $4,633,444 representing interest income[195]. - The company had $1,500,000 outstanding under a Convertible Promissory Note and $2,164,291 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 Regulatory Matters - The Trust Amount must be at least $30,000,000; 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 must use reasonable best efforts to maintain its listing on Nasdaq until the Closing[179]. - The company is currently assessing the impact of ASU 2020-06, effective January 1, 2024, on its financial position and results of operations[215]. - Management does not believe that any recently issued accounting standards will have a material effect on the 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 has two classes of shares, and the potential common stocks for outstanding warrants were excluded from diluted earnings per share due to contingencies not being met[212]. - 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].
Burtech Acquisition Corp.(BRKHU) - 2024 Q3 - Quarterly Report