BZAI

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended September 30, 2024, for BurTech Acquisition Corp. (filing as BurTech Acquisition Corp., with a planned name change to Blaize Holdings, Inc. upon business combination). The Company is a blank check company (SPAC) incorporated in Delaware, currently in the process of consummating a business combination with Blaize, Inc. The Company has not commenced any operations and generates no operating revenue; its activities are limited to organizational efforts and the search for a target business.

Key Financial Metrics

Material Changes vs. Prior Period

• Net Loss vs. Net Income: The Company reported a net loss of $875,953 for Q3 2024, compared to a net income of $3,362 for Q3 2023. This shift is primarily due to increased operating costs and a loss on the change in fair value of a derivative liability, partially offset by lower interest income from the Trust Account.
• Operating Costs: Operating costs increased by approximately 85% in Q3 2024 ($1.25M) compared to Q3 2023 ($677k), driven by transaction expenses related to the pending merger with Blaize.
• Derivative Liability: A new liability of $446,776 was recorded for the "Backstop Subscription Agreement" entered into in April 2024. This resulted in a non-cash loss of $89,929 in Q3 2024 due to fair value adjustments.
• Trust Account Reduction: Significant redemptions occurred in 2023 and early 2024, reducing the Trust Account balance from approximately $71.4M at year-end 2023 to $49.9M as of September 30, 2024.

Guidance, Outlook, Risks, and Contingencies

• Business Combination: The Company is in the final stages of a merger with Blaize, Inc. The transaction includes a base purchase price of $767 million and potential earn-out shares. The Company expects to be renamed "Blaize Holdings, Inc." upon closing.
• Liquidity and Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company has minimal unrestricted cash ($66,621 restricted for taxes) and relies on sponsor advances ($2.16M) and a convertible note ($1.5M) to fund operations. Additional financing is required to complete the business combination.
• Extension and Liquidation Deadline: The Company has extended its deadline to complete a business combination to November 15, 2024 (via monthly sponsor deposits). However, Nasdaq rules require a business combination within 36 months of the IPO (December 10, 2024). Failure to close by this date will result in immediate suspension and delisting.
• Excise Tax Liability: The Company has recorded a liability of $2.52 million for the 1% excise tax on stock repurchases (redemptions) under the Inflation Reduction Act of 2022.
• Internal Controls: The Company disclosed that its disclosure controls and procedures were not effective as of September 30, 2024, citing material weaknesses in controls over Trust Account withdrawals and accounting for redeemable stock.

Investor Verification Checklist

• Merger Closing Probability: Verify the status of the S-4 registration statement and shareholder approvals required to close the Blaize merger before the November 15, 2024 extension deadline.
• Financing Sufficiency: Confirm whether the Sponsor's Backstop Subscription Agreement (guaranteeing a minimum of $30M in the Trust) and other financing sources are sufficient to meet the $125M cash condition precedent for the merger.
• Delisting Risk: Assess the risk of immediate delisting if the merger is not consummated by December 10, 2024, and the potential impact on liquidity and trading venue (OTC market).
• Internal Control Remediation: Review the Company's plan to remediate the material weaknesses in internal controls over financial reporting identified in the filing.
• Excise Tax Payment: Monitor the Company's ability to pay the $2.52M excise tax liability, which is due by October 31, 2024, to avoid penalties and interest.