IPO and Merger Details - The Company completed an IPO of 28,750,000 units at $10.00 per unit, generating proceeds of approximately $8.98 million[230]. - The Company entered into a Merger Agreement with Blaize, where Blaize will become a wholly owned subsidiary, and the Company will be renamed "Blaize Holdings, Inc."[234]. - The Merger Agreement includes an exchange ratio of 77,000,000 shares of the Company Class A common stock for Blaize Common Stock[235]. - The Merger is subject to customary closing conditions, including shareholder approvals and regulatory clearances[239]. - The Company agreed to not engage in any other business combination proposals between the date of the Merger Agreement and the closing[246]. - A private placement of up to $25 million in secured convertible promissory notes for Blaize is planned prior to or concurrently with the closing[248]. - The Sponsor Support Agreement requires the Sponsor to vote in favor of the Merger Agreement and against any competing proposals[250]. - The merger agreement includes provisions for up to 6,833,333 shares of Class A common stock to be issued for aggregate gross proceeds of $25.0 million[265]. - Earnout shares totaling 16.3 million may be issued contingent on the closing stock price of New Blaize common stock exceeding certain thresholds during the earnout period[267]. Financial Performance and Position - 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[281]. - As of March 31, 2024, the company had $1,500,000 outstanding under a Convertible Promissory Note and $418,441 in advances from the sponsor[282]. - The company had $148,736 in its restricted cash account and $47,868,795 in investments held in trust as of March 31, 2024, with $3,369,206 representing interest income[292]. - Approximately $227.8 million was removed from the company's trust account to pay holders after 22,119,297 shares were tendered for redemption[261]. - The company generated non-operating income of $3,075,729 from interest on marketable securities held in the trust account for the three months ended March 31, 2023[291]. - 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[296]. - The Company has no long-term debt or significant liabilities, except for a monthly fee of $10,000 to an affiliate for office space and support[298]. - As of March 31, 2024, there are 4,345,663 Class A common stock subject to possible redemption, presented at redemption value as temporary equity[299]. Operational and Regulatory Considerations - The Company must ensure that cash available in the trust account is equal to or greater than $125 million at the time of closing[242]. - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying a target company for a business combination[289]. - The company must use reasonable best efforts to remain listed as a public company on Nasdaq until the closing of the merger[276]. - The Company has identified material weaknesses in internal control over financial reporting, particularly regarding the withdrawal of funds from the Trust Account[327]. - The Inflation Reduction Act imposes a 1% excise tax on stock repurchases by publicly traded corporations, effective January 1, 2023[332]. Future Capital Needs - The Company expects to need to raise additional capital through loans or investments to meet working capital needs[293]. - If unable to raise additional capital, the Company may need to curtail operations or reduce overhead expenses[293]. Accounting and Share Structure - The Company has not adopted the new accounting standards effective January 1, 2024, and is assessing their potential impact[303]. - The Company has two classes of shares, with earnings and losses shared pro rata between Class A and Class B common stock[302]. - The public and private warrants are classified as equity and recorded as part of additional paid-in capital at issuance[301].
BurTech Acquisition (BRKH) - 2024 Q1 - Quarterly Report