BurTech Acquisition Corp. Files 8-K with Material Agreement

Ticker: BZAIW · Form: 8-K · Filed: Dec 12, 2024 · CIK: 1871638

Sentiment: neutral

Topics: material-agreement, corporate-action, filing

Related Tickers: BRKH

TL;DR

BRKH filed an 8-K on 12/9/24 for a material agreement & shareholder vote - big moves ahead.

AI Summary

BurTech Acquisition Corp. (BRKH) announced on December 9, 2024, that it entered into a material definitive agreement. The company also filed an 8-K detailing amendments to its articles of incorporation or bylaws and the submission of matters to a vote of security holders. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by BurTech Acquisition Corp., including a material definitive agreement and potential changes to its governing documents or shareholder votes, which could impact its future operations and stock value.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement and potential changes to corporate structure suggest significant upcoming events that could introduce volatility.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by BurTech Acquisition Corp. on December 9, 2024?

The filing does not specify the details of the material definitive agreement, only that one was entered into on December 9, 2024.

What specific amendments were made to BurTech Acquisition Corp.'s articles of incorporation or bylaws?

The filing indicates that amendments were made but does not provide the specific details of these amendments.

What matters were submitted to a vote of BurTech Acquisition Corp.'s security holders?

The filing states that matters were submitted to a vote, but the specific proposals are not detailed in the provided text.

When was the Form 8-K filed with the SEC?

The Form 8-K was filed on December 12, 2024.

What is the SIC code for BurTech Acquisition Corp.?

The Standard Industrial Classification (SIC) code for BurTech Acquisition Corp. is 3674, Semiconductors & Related Devices.

Filing Stats: 1,306 words · 5 min read · ~4 pages · Grade level 11.5 · Accepted 2024-12-12 16:15:34

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement As approved by its stockholders at the special annual meeting of stockholders held on December 09, 2024 (the " Special Annual Meeting "), BurTech Acquisition Corp. (the " Company ") entered into an amendment to the investment management trust agreement dated as of December 10, 2021, with Continental Stock Transfer & Trust Company (the " Trust Amendment "). Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination on a month-to-month basis (each an " Extension "), until May 15, 2025, by depositing into the Trust Account $0.05 per unredeemed share of Class A common stock (the " Extension Payment ") or $205,227.15 per month for each one-month Extension. The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment, filed hereto as Exhibit 10.1, and is incorporated by reference herein.

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by its stockholders at the Special Annual Meeting held on December 09, 2024, the Company filed an amendment to its second amended and restated certificate of incorporation (the " Charter ") with the Delaware Secretary of State (the " Charter Amendment "), to extend the date by which BurTech has to consummate a business combination from December 15, 2024 to May 15, 2025 on a month-to-month basis.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 09, 2024, the Company held the Special Annual Meeting. On November 12, 2024, the record date for the Special Annual Meeting, there were 15,162,663 shares of common stock entitled to be voted at the Special Annual Meeting. This includes 15,162,658 Class A Shares, and 5 Class B Shares (together being the outstanding shares of the Company's common stock, referred to as the " Shares "). At the Special Annual Meeting, 14,231,163 Shares or 93.86% of such Shares were represented in person or by proxy. 2 The final results for each of the matters submitted to a vote of the Company's stockholders at the Special Annual Meeting are as follows: 1. Charter Amendment Stockholders approved the proposal to amend the Company's Charter: to extend the date by which BurTech has to consummate a business combination from December 15, 2024 on a month-to-month basis until May 15, 2025. T he Charter Amendment Proposal must be approved by the affirmative vote of more than 65% of the holders of Common Stock who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Annual Meeting, vote at the Special Annual Meeting. The voting results were as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 13,374,610 114,904 0 0 On December 09, 2024, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1. 2. Trust Amendment Stockholders approved the proposal to amend the Company'sS investment management trust agreement, dated as of December 10, 2021 by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time to complete a business combination on a month-to-month basis until May 15, 2025 by depositing into the Trust Account $0.05 per unredeemed share of Class A common stock or $205,227.15 for each one-mont

01. Other Events

Item 8.01. Other Events. In connection with the stockholders' vote at the Special Annual Meeting of Stockholders held by the Company on December 09, 2024, 241,120 shares were tendered for redemption. As a result, approximately $2,774,657.98 (approximately $10.51 per share) will be removed from the Company's trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 4,104,543 shares of Class A Common Stock and 5 shares of Class B Common Stock, issued and outstanding, and approximately $47,232,510.65 will remain in the Company's trust account. 3

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits (c) Exhibits: Exhibit No. Description 3.1 Amendment 3 to the Second Amended and Restated Certificate of Incorporation of BurTech Acquisition Corp. dated December 09, 2024 10.1 Amendment 3 to the Investment Management Trust Agreement of December 10, 2021, between BurTech Acquisition Corp. and Continental Stock Transfer & Trust Company dated December 09, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BURTECH ACQUISITION CORP. By: /s/ Shahal Khan Name: Shahal Khan Title: Chief Executive Officer Dated: December 12, 2024 5

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