BurTech Acquisition Corp. (the “Company”) announced today
that in connection with the special shareholder meeting of the
Company to approve the extension scheduled for December 9th, 2024,
the Company filed a proxy supplement on December 3, 2024.
The supplement amended the proposal to amend BurTech’s
investment management trust agreement, dated as of December 15,
2021, as amended (the “Trust Agreement”), by and between the
Company and Continental Stock Transfer & Trust Company (the
“Trustee”), allowing the Company to extend the Extended
Termination Date from, December 15, 2024 until May 15, 2025, on a
month-to-month basis (each such monthly extension, an “Extension
Period”), by depositing into the Trust Account $0.05 per
non-redeemed share of Class A Common Stock (each an “Extension
Payment”).
As of November 29, 2024, the redemption price per Class A Common
Stock was approximately $11.49 (which is expected to be the same
approximate amount on December 5, 2024, two (2) business days prior
to the scheduled date of the Special Annual Meeting), based on the
aggregate amount on deposit in the Trust Account which was
$49,932,574.13 (including interest), after deducting approximately
$621,274 to pay allowable taxes, and divided by the total number of
issued and outstanding public shares of Class A Common Stock. The
closing price of the Class A Common Stock on Nasdaq on December 2,
2024 was $11.50.
The Company will file a current report on Form 8-K with each
monthly Extension Period, and will contribute the $0.05 per
non-redeemed public share per month to extend the time to complete
the Proposed Business Combination until May 15, 2025 on a
month-to-month basis, commencing on the 15th day of each monthly
Extension Period until the earlier of (x) the date of the special
meeting held in connection with a stockholder vote to approve its
initial business combination; (y) the last Extension Period for
which an Extension Payment is made. The funds will continue to be
held in the Trust Account which will maintain the investment of the
Company’s trust assets in money market investment products.
On December 2, 2024, the Securities and Exchange Commission
(“SEC”) declared effective a registration statement on Form
S-4 relating to the business combination. The special shareholder
meeting of the Company to approve the business combination is
scheduled to be held on December 23, 2024.
Stockholders will have the opportunity to vote on the
Business Combination in a separate special stockholders’ meeting
for that purpose and can redeem their shares of Class A Common
Stock at that time. The special meeting to approve the Business
Combination is scheduled to take place on December 23, 2024,
details of which will follow in a separate press release and in a
definitive proxy statement that will be mailed to all holders of
record of shares of BurTech’s Class A Common Stock at the close of
business on November 12, 2024, the “Record Date”.
The shareholders will be able to redeem their shares in
connection with either the first meeting scheduled for December
9th, 2024 or the second meeting scheduled for December 23,
2024.
The Company’s shares are listed on the Nasdaq Global Market
(“Nasdaq”), under the ticker symbol “BRKH”. The Company is a
blank check company whose business purpose is to effectuate a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses or entities. The Company is in the process of completing
a business combination with Blaize, Inc.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”)
that are based on beliefs and assumptions and on information
currently available to BurTech and Blaize, including statements
regarding Blaize’s business plans and growth strategies, market
opportunities, and financial prospects. In some cases, you can
identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
previously disclosed proposed business combination (the “proposed
transaction”) may not be completed in a timely manner or at all,
which may adversely affect the price of BurTech’s securities; (ii)
the risk that the proposed transaction may not be completed by
BurTech’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if
sought by BurTech; (iii) the failure to satisfy the conditions to
the consummation of the proposed transaction, including the
approval of the proposed transaction by BurTech’s stockholders, the
satisfaction of the minimum aggregate transaction proceeds amount
following redemptions by BurTech’s public stockholders and the
receipt of certain governmental and regulatory approvals; (iv) the
failure to obtain adequate financing to complete the proposed
transaction and to support the future working capital needs of
Blaize and the combined company; (v) the effect of the pendency of
the proposed transaction on Blaize’s business relationships,
performance, and business generally; (vi) risks that the proposed
transaction disrupts current plans of Blaize and potential
difficulties in the retention of Blaize’s employees as a result of
the proposed transaction; (vii) the outcome of any legal
proceedings that may be instituted against BurTech or Blaize
related to the merger agreement and the proposed transaction;
(viii) changes to the proposed structure of the proposed
transaction that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed transaction; (ix) the ability
to maintain the listing of BurTech’s securities on Nasdaq; (x) the
price of BurTech’s securities, including volatility resulting from
changes in the competitive and highly regulated industries in which
Blaize operates, variations in performance across competitors,
changes in laws and regulations affecting Blaize’s business and
changes in the combined capital structure; (xi) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, including the
possibility of cost overruns or unanticipated expenses in
development programs, and the ability to identify and realize
additional opportunities; (xii) the enforceability of Blaize’s
intellectual property, including its patents, and the potential
infringement on the intellectual property rights of others, cyber
security risks or potential breaches of data security; (xiii) the
incurrence of significant expenses to remediate, or damage to
Blaize’s reputation as a result of, any defects in Blaize’s
products; and (xiv) other risks and uncertainties set forth in the
section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in BurTech’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K that are available on the website of the Securities and
Exchange Commission (the “SEC”) at www.sec.gov and other documents
filed, or to be filed with the SEC by BurTech, including the
Registration Statement. The foregoing list of factors is not
exhaustive. There may be additional risks that neither BurTech nor
Blaize presently know or that BurTech or Blaize currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. You should
carefully consider the foregoing factors and the other risks and
uncertainties that will be described in the definitive proxy
statement to be filed by BurTech with the SEC, including those
under “Risk Factors” therein, and other documents filed by BurTech
from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and BurTech and
Blaize assume no obligation and, except as required by law, do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither BurTech nor Blaize gives any assurance that
either BurTech or Blaize will achieve its expectations.
Additional Information and Where to Find It
In connection with the Business Combination, BurTech has filed
with the SEC a Registration Statement on Form S-4 (the
“Registration Statement”), and the Registration Statement was
declared effective on December 2, 2024. BurTech will mail a
definitive proxy statement/prospectus relating to the proposed
transaction to its stockholders. This press release does not
contain all the information that should be considered concerning
the proposed transaction and is not intended to form the basis of
any investment decision or any other decision in respect of the
proposed transaction. BurTech may file other documents regarding
the proposed transaction with the SEC, and BurTech’s stockholders
and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus and the amendments
thereto, the definitive proxy statement/prospectus and the other
documents filed in connection with the proposed transaction, as
these materials will contain important information about Blaize,
BurTech and the proposed transaction. When available, the
definitive proxy statement/prospectus and other relevant materials
for the proposed transaction will be mailed to stockholders of
BurTech as of a record date to be established for voting on the
proposed transaction and the other matters to be voted upon at a
meeting of BurTech’s stockholders to be held to approve the
proposed transaction and such other matters. Such stockholders will
also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
at the SEC’s website at www.sec.gov, or by directing a request to
BurTech Acquisition Corp., 1300 Pennsylvania Avenue, Suite 700, New
York, NY 20006, Attention: Roman Livson, Chief Financial
Officer.
Participants in Solicitation
BurTech, Blaize, and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies from BurTech’s stockholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of BurTech’s
stockholders in connection with the proposed transaction, including
the names of such persons and a description of their respective
interests, is set forth in BurTech’s Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction may be obtained by reading the Registration Statement
regarding the proposed transaction when it becomes available.
Stockholders will be able to obtain copies of the documents
described in this paragraph that are filed with the SEC, once
available, without charge at the SEC’s website at www.sec.gov, or
by directing a request to BurTech Acquisition Corp., 1300
Pennsylvania Avenue, Suite 700, Washington, DC 20006, Attention:
Roman Livson, Chief Financial Officer.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of BurTech or Blaize, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241204003630/en/
Roman Livson BurTech Acquisition Corp. Chief Financial Officer
1300 Pennsylvania Avenue, Suite 700 Washington, DC 20006
roman@burkhan.world
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