M&A: Blaize, Inc.

Form Type: CORRESP

Filing Date: 2024-12-02

Corporate Action: Merger

Type: New

Accession Number: 000110465924124407

Comments: BurTech Acquisition Corp. and Blaize, Inc. submitted a request for an acceleration of the effective date for their Registration Statement on Form S-4, which is related to their upcoming merger. The filing requests that the Registration Statement, under File Number 333-280889, become effective at 5:00 p.m. Eastern Time on December 2, 2024, or as soon as practicable thereafter. The correspondence is directed to the SEC's Division of Corporation Finance, and contact information for representatives from Norton Rose Fulbright US LLP and Latham & Watkins LLP is provided for further inquiries regarding the effective date of the Registration Statement.

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Additional details:

Registration Statement File Number: 333-280889


Effective Date Request Time: 5:00 p.m. Eastern Time


Contact Person 1 Name: Rajiv Khanna


Contact Person 1 Firm: Norton Rose Fulbright US LLP


Contact Person 1 Phone: (212) 318-3168


Contact Person 1 Email: [email protected]


Contact Person 2 Name: Ryan J. Lynch


Contact Person 2 Firm: Latham & Watkins LLP


Contact Person 2 Phone: (713) 546-7404


Contact Person 2 Email: [email protected]


Ceo 1 Name: Shahal Khan


Ceo 1 Title: Chief Executive Officer


Ceo 2 Name: Dinakar Munagala


Ceo 2 Title: Chief Executive Officer


Form Type: CORRESP

Filing Date: 2024-11-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465924122029

Comments: This document is a response letter submitted by Norton Rose Fulbright US LLP on behalf of BurTech Acquisition Corp. and Blaize, Inc. regarding the Amendment No. 5 to the Registration Statement on Form S-4. The amendment addresses comments from the SEC's staff regarding various disclosures, including clarifications about the classification of the new board, details on the services provided by Jefferies and KeyBanc as strategic advisors, and the Stockholders' Agreement. The letter emphasizes the revisions made to reconcile the disclosures about the board classification, the services rendered by financial advisors, and other related information necessary for the ongoing business combination process. The document expresses hope that the revisions will meet the SEC's satisfaction to move forward with the registration process.

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Additional details:

Page Number: 35

Board Classification: new board will not be classified


Page Number: 38

Services Rendered: structuring advice


Page Number: 39

Stockholders Agreement Disclosure Status: will not be entered into at the closing of the Business Combination


Page Number: 277

Natural Persons Identification: voting and/or dispositive powers over shares held


Page Number: 5

Legal Opinion Coverage: must opine on all transactions and securities covered by the registration statement


Form Type: CORRESP

Filing Date: 2024-11-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465924117933

Comments: On November 13, 2024, Blaize, Inc. submitted a response letter and Amendment No. 4 to the Securities and Exchange Commission regarding BurTech Acquisition Corp.'s registration statement relating to a business combination. The document addresses comments received from the SEC on a previous amendment, detailing changes made in response to the SEC's feedback. It highlights engagements with Jefferies and KeyBanc as strategic advisors, discusses tax opinions related to the merger qualifying as a reorganization under Section 368(a), and updates on risk factors concerning the company's ability to complete the merger. Additionally, it emphasizes the importance of maintaining listing status on the Nasdaq and the revisions made to disclosures throughout the amendments to enhance transparency about corporate governance and ownership structure.

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Additional details:

Page Number: 142

Engagement Details: Engagements of Jefferies and KeyBanc to serve as strategic advisors with detailed descriptions added.


Page Number: 178

Tax Opinion: The actual tax opinion has replaced the previous form in the exhibits.


Page Number: 303

Security Ownership Changes: Revisions to identify natural persons with voting and/or dispositive powers over shares held by entities.