BurTech Acquisition Corp
For the period ended Dec 31, 2023. Filed May 7, 2024.
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FY2023 · Filed May 7, 2024
BZAI$0.18-10.4%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
**ITEM 15.**EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
(a)The following documents are filed as part of this Form 10-K:
(1)Consolidated Financial Statements:
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 688) | F-2 |
|---|---|
| Consolidated Balance Sheets | F-3 |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Changes in Stockholders’ Deficit | F-5 |
| Consolidated Statements of Cash Flows | F-6 |
| Consolidated Notes to Financial Statements | F-7 |
(2)Consolidated Financial Statement Schedules:
None.
(3)Exhibits
The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.
| Exhibit No. | Description | |
| | | |
| 1.1 | | Underwriting Agreement, dated December 10, 2021, by and among the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Registrant on December 16, 2021). |
| 2.1 | | Agreement and Plan of Merger, dated as of December 22, 2023 by and among BurTech Acquisition Corp., BurTech Merger Sub Inc., Blaize, Inc. and Burkhan Capital LLC filed as Exhibit 2,1 to the Current Report on Form 8-K filed on December 28, 2023. |
| 3.1 | | Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on December 16, 2021). |
| 3.2 | | Bylaws (incorporated by reference to Exhibit 3.3 filed with the Form S-1/A filed by the Registrant on August 19, 2021). |
| 4.1 | | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Form S-1/A filed by the Registrant on November 19, 2021). |
| 4.2 | | Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Form S-1/A filed by the Registrant on November 19, 2021). |
| 4.3 | | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Form S-1/A filed by the Registrant on November 19, 2021). |
| 4.4 | | Warrant Agreement, dated December 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 filed with the Form 8-K filed by the Registrant on December 16, 2021). |
| 4.5* | | Description of Securities |
| 10.1 | | Promissory Note, dated May 21, 2021, issued to BurTech LP LLC (incorporated by reference to Exhibit 10.2 filed with the Form S-1 filed by the Registrant on August 19, 2021). |
| 10.2 | | Subscription Agreement, dated May 21, 2021, between the Registrant and BurTech Capital Holdings LLC (incorporated by reference to Exhibit 10.5 filed with the Form S-1 filed by the Registrant on August 19, 2021). |
| 10.3 | | Letter Agreement, dated December 10, 2021, by and among the Company, its officers and directors, the Sponsor and certain other stockholders party thereto (incorporated by reference to Exhibit 10.1 filed with the Form 8-K filed by the Registrant on December 16, 2021). |
| 10.4 | | Investment Management Trust Agreement, dated December 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 filed with the Form 8-K filed by the Registrant on December 10, 2021). |
| 10.5 | | Registration Rights Agreement, dated December 10, 2021, by and among the Company, the Sponsor, and certain other stockholders party thereto (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on December 10, 2021). |
| 10.6 | | Administrative Support Agreement, dated December 10, 2021, by and between the Company and BurTech LP, LLC (incorporated by reference to Exhibit 10.4 filed with the Form 8-K filed by the Registrant on J December 10, 2021). |
| 10.7 | | Form of Indemnity Agreement, dated December 10, 2021, by and between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.5 filed with the Form 8-K filed by the Registrant on December 10, 2021). |
| 10.8 | | Private Placement Unit Subscription Agreement, dated December 10, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on December 10, 2021). |
| 10.9 | | Letter agreement dated April 22, 2024, by and among Blaize, Inc., RT-AI I, LLC and BurTech Acquisition Corp. filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.1 |
| 10.10 | | Letter agreement dated April 22, 2024, by and among Blaize, Inc., AVA Investors SA and BurTech Acquisition Corp. filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.2 |
| 10.11 | | Backstop Subscription Agreement, dated April 22, 2024, by and among BurTech Acquisition Corp., Blaize, Inc. and BurTech LP LLC. filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.3 |
| 10.12 | | Sponsor Forfeiture Agreement, dated April 22, 2024, by and between BurTech Acquisition Corp. and BurTech LP LLC. filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.4 |
| 10.13 | | Amendment to Agreement and Plan of Merger, dated April 22, 2024, by and among BurTech Acquisition Corp., BurTech Merger Sub Inc., BurTech Merger Sub Inc. and Burkhan Capital LLC. filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.5 |
| 14.1 | | Form of Code of Ethics (incorporated by reference to Exhibit 14.1 filed with the Registration Statement on Form S-1 filed by the Registrant on November 19, 2021) |
| 31.1* | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32* | | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | | Clawback Policy |
| 101.INS | | Inline XBRL Instance Document |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
|---|---|---|
| | | BURTECH ACQUISITION CORP. |
| | | |
| Dated: May 7, 2024 | By: | /s/ Shahal Khan |
| | Name: | Shahal Khan |
| | Title: | Chief Executive Officer and Chairman |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |||
| Signature | Title | Date | | ||
|---|---|---|---|---|---|
| | | | | | |
| /s/ Shahal Khan | | Chief Executive Officer and Chairman | | May 7, 2024 | |
| Shahal Khan | | (Principal Executive Officer) | | | |
| | | | | | |
| /s/ Roman Livson | | Chief Financial Officer | | May 7, 2024 | |
| Roman Livson | | (Principal Accounting and Financial Officer) | | | |
| | | | | | |
| /s/ Isaac Chetrit | | Director | | May 7, 2024 | |
| Isaac Chetrit | | | | | |
| | | | | | |
| /s/ Leon Golden | | Director | | May 7, 2024 | |
| Leon Golden | | | | | |
| | | | | | |
| /s/ Scott Young | | Director | | May 7, 2024 | |
| Scott Young | | | | | |
| | | | | | |
| /s/ Joseph Porrello | | Director | | May 7, 2024 | |
| Joseph Porrello | | | | | |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 688) | F-2 | |
|---|---|---|
| Consolidated financial statements: | | |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | | F-3 |
| Consolidated Statements of Operations as of December 31, 2023 and 2022 | | F-4 |
| Consolidated Statements of Changes in Stockholders’ Deficit as of December 31, 2023 and 2022 | | F-5 |
| Consolidated Statements of Cash Flows as of December 31, 2023 and 2022 | | F-6 |
| Notes to Consolidated financial statements | | F-7 to F-26 |
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