M&A - BurTech Acquisition Corp.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925049393

Filing Summary: On May 15, 2025, Blaize Holdings, Inc. filed this Schedule 13D/A detailing its merger with BurTech Acquisition Corp., a SPAC. The merger, known as the Business Combination, closed on January 13, 2025, following a series of agreements starting with a Business Combination Agreement dated December 22, 2023. Under the terms of the agreement, holders of Blaize common stock were converted to receive approximately 0.78 shares of Blaize common stock for each share held upon closing. Post-closing, BurTech LP LLC surrendered 2,000,000 shares. The filing indicates that Reporting Persons hold an aggregate ownership of 8.98% of Blaize's common shares, accounting for 9,135,750 shares. In addition to the merger details, the document outlines the formation of various agreements related to registration rights, lock-up periods, and earnout provisions based on stock performance. The Reporting Persons, including Shahal Khan, retain the option to adjust their investment strategies and may take further actions concerning their stakes in Blaize Holdings, Inc.

Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000095017025053870

Filing Summary: Blaize Holdings, Inc., formerly known as BurTech Acquisition Corporation, completed a significant business combination on January 13, 2025, merging with Legacy Blaize, Inc. This transaction fulfilled a previously announced merger agreement intended to integrate operations, technologies, and market reach. Post-merger, Blaize focuses on advanced artificial intelligence solutions, particularly in edge computing, offering high-performance computing capabilities tailored for sectors like mobility and automotive. The merger allowed for a rebranding from BurTech to Blaize Holdings, enhancing its positioning in the market as an AI solutions provider. In the fiscal year reported, the company experienced growth due to rising demand in AI applications, as well as advancements in its product offerings aimed at optimizing efficiency and speed in data processing.

Form Type: NT 10-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000119312525070540

Filing Summary: Blaize Holdings Inc. is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, by the due date of April 1, 2025. This delay is due to the complexities associated with the recent Business Combination between BurTech Acquisition Corp. and Blaize, Inc. completed on January 13, 2025. The integration of Blaize into BurTech has led to challenges in compiling financial data and completing the audited financial statements for BurTech for the previous fiscal year. Blaize Holdings expects to file the Annual Report no later than fifteen days after the original due date.

Form Type: 8-K

Filing Date: 2025-01-29

Corporate Action: Merger

Type: New

Accession Number: 000119312525015650

Filing Summary: On January 29, 2025, Blaize Holdings, Inc. reported the closing of its business combination with BurTech Acquisition Corp. This merger is a significant event for the company. Additionally, the company has announced several strategic partnerships and appointments, including a collaboration with VSBLTY Groupe Technologies Corp. for developing AI-enabled technology and a partnership with alwaysAI to enhance computer vision technology in their products. The company appointed Lane Bess as Chairman of the Board and added two new members, Yoshiaki Fujimori and George de Urioste, to its Board of Directors. Furthermore, the company provided a vision statement for transforming real-world applications through advanced AI model efficiency and edge-based solutions.

Form Type: SCHEDULE 13G

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000095017025007215

Filing Summary: On January 13, 2025, BurTech Acquisition Corp. and Blaize, Inc. completed a business combination, resulting in the formation of a combined company operating under the name Blaize Holdings, Inc. Post-combination, the RT Funds collectively held 5,439,433 shares of Blaize Holdings' common stock, representing 5.35% of the company's shares outstanding as of January 13, 2025. The RT Funds, managed by Rizvi Traverse CI Manager, LLC, included multiple LLCs holding shares individually. By the time of filing the Schedule 13G on January 21, 2025, the shares held by RT Funds had been distributed pro-rata to their investors, leading to no current holdings by the RT Funds. Suhail Rizvi, the manager of both RTCIM and Rizvi Master, is noted as a potential beneficial owner, although he disclaims ownership except for any financial interests. The filing emphasizes that the shares were not acquired with the intent to influence control of the issuer.

Form Type: 8-K

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525008517

Filing Summary: Blaize Holdings, Inc. filed a Form 8-K on January 17, 2025, reporting the consummation of a Business Combination with BurTech Acquisition Corp. as per the Merger Agreement established on December 22, 2023. The agreement underwent several amendments aimed at adjusting the valuation and composition of the Board. The closing of the merger occurred on January 13, 2025, following a special stockholder meeting that approved the Business Combination. Additionally, related financing arrangements were established, including Non-Redemption Agreements guaranteeing investors a return per share and PIPE Investment agreements for the issuance of new shares. The agreements related to stockholder and noteholder lock-up were also concluded, restricting the sale of shares for a specified period post-merger. Collectively, these actions mark a significant transition for Blaize Holdings, solidifying its new governance structure and financing strategies following the merger.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925002906

Filing Summary: BurTech Acquisition Corp. announced that it has been approved to list its common stock and warrants on The Nasdaq Stock Market under the symbols 'BZAI' and 'BZAIW'. The approval follows a special meeting held on December 23, 2024, where stockholders approved proposals for a merger and related transactions. To facilitate this, the company entered into Non-Redemption Agreements with certain stockholders, who agreed not to redeem their shares in exchange for a guaranteed return of $1.50 per Non-Redeemed Share. This arrangement is expected to increase funds retained in the company’s trust account post-business combination. After tendering redemptions of 937,844 shares, approximately $10,863,000.50 will be removed from the trust account, leaving about $36,679,717.31 available, with additional funds designated for escrow pending completion of the Business Combination.

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925001763

Filing Summary: BurTech Acquisition Corp. has entered into a definitive merger agreement with Blaize, Inc. through its wholly owned subsidiary, BurTech Merger Sub Inc. The merger will result in Blaize becoming a wholly owned subsidiary of BurTech. The transaction is part of a business combination and is expected to close after the completion of a PIPE investment, wherein BurTech agreed to issue 1,450,000 shares of common stock to PIPE investors for $10.00 per share. This fundraising initiative aims to secure additional capital for the Company following the merger.

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000110465924132802

Filing Summary: On December 31, 2024, BurTech Acquisition Corp. reported on its merger with Blaize, Inc. under an Agreement and Plan of Merger finalized on December 22, 2023. The merger involves BurTech’s wholly owned subsidiary, BurTech Merger Sub Inc., merging into Blaize, making Blaize a wholly owned subsidiary of BurTech. Following this, a special meeting was held on December 23, 2024, where stockholders approved the merger proposals. Additionally, a Non-Redemption Agreement was entered into, encouraging investors to hold their shares by guaranteeing a return of $1.50 per Non-Redeemed Share. This agreement is designed to enhance the funds remaining in the company’s trust account after the business combination.

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132484

Filing Summary: On December 23, 2024, BurTech Acquisition Corp. held a special meeting in connection with its previously disclosed merger with Blaize, Inc. According to the terms of the merger agreement, BurTech Merger Sub Inc., a subsidiary of BurTech, will merge with Blaize, with Blaize becoming a wholly owned subsidiary of BurTech. The business combination was approved by the stockholders present at the meeting, representing approximately 87.5% of the voting power of BurTech's common stock. Several proposals related to the merger and organizational structure of the new entity, to be named Blaize Holdings, Inc., were also approved, including changes to the charter and bylaws, and the election of directors. The final voting results indicated overwhelming support for the merger and related proposals, with no substantial opposition noted in the voting outcomes.

Form Type: 8-K

Filing Date: 2024-12-16

Corporate Action: Merger

Type: Update

Accession Number: 000110465924128586

Filing Summary: BurTech Acquisition Corp. has called a special meeting of stockholders for December 23, 2024, to seek approval for a merger with Blaize, Inc. Under the Agreement and Plan of Merger dated December 22, 2023, the merger will result in Blaize becoming a wholly owned subsidiary of BurTech. To support this process, BurTech is looking to enter into Non-Redemption Agreements with accredited investors to secure additional funds in its trust account. In exchange for these agreements, stockholders will not exercise their redemption rights and will be entitled to earn New Blaize Earnout Shares if specific trading conditions are met. The document emphasizes that there is no guarantee provided on the terms of these non-redemption incentives.

Form Type: CORRESP

Filing Date: 2024-10-10

Corporate Action: Merger

Type: Update

Accession Number: 000110465924107797

Filing Summary: BurTech Acquisition Corp. submitted a response letter and Amendment No. 2 to its Registration Statement on Form S-4 regarding the business combination with Blaize, Inc. This document acknowledges and responds to comments from the SEC's staff related to the previous Amendment No. 1 filed on September 9, 2024, addressing various concerns including the disclosure of persons with material interests in the SPAC sponsor, the need for filing nonredemption agreements, clarification on SPAC outstanding securities, and resolving fiduciary obligation conflicts. Changes to the document include revisions on the cover page, specific page numbers detailing amendments, and updates to comply with SEC commentary, ensuring thorough disclosure about the merger negotiations, financial considerations, management team roles, and potential tax consequences of the merger. The letter highlights the ongoing commitment to meet SEC requirements and facilitate the review of the merger process.

Form Type: CORRESP

Filing Date: 2024-09-06

Corporate Action: Merger

Type: Update

Accession Number: 000110465924097847

Filing Summary: BurTech Acquisition Corp. has submitted an Amendment No. 1 to their Registration Statement on Form S-4 in response to comments from the SEC, dated August 15, 2024. The amendment addresses inconsistencies in the ownership of Class A and Class B common stock, clarifies the distinction between Founder Shares and Class B shares that were exchanged for Class A shares, and provides updated risk factors regarding the potential for CFIUS review of the business combination. Additional updates include providing details of the controlling persons of the SPAC sponsor, material terms regarding restrictions on the sale of SPAC securities, as well as updates on potential conflicts of interest and material interests in the de-SPAC transaction. The letter also discusses EF Hutton’s waiver of $10.1 million in deferred underwriting commissions to $1.5 million and the adjustments to the terms of convertible notes related to 3,642,836 shares of New Blaize stock. Furthermore, the board has confirmed that approval for the business combination is assured, although it does not require a majority approval from unaffiliated security holders. The document outlines the updated disclosure regarding dilution calculations, tax implications, and the reasons behind the business combination, addressing comments from the SEC to enhance clarity and compliance with regulatory requirements.