BurTech Acquisition Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

BRKH filed an 8-K for a material agreement and equity sales - watch for details.

AI Summary

BurTech Acquisition Corp. announced on January 7, 2025, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate activity for BurTech Acquisition Corp., potentially involving new business ventures or financial restructuring that could impact its stock.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce uncertainty and potential dilution.

Key Players & Entities

• BurTech Acquisition Corp. (company) — Registrant
• January 7, 2025 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.0001 — Inc. Class A Common Stock, par value $0.0001 per share BRKH OTC Markets Group, I
• $11.50 — r one share of Class A Common Stock for $11.50 per share BRKHW OTC Markets Group,
• $10.00 — " PIPE Shares ") at a purchase price of $10.00 per share for an aggregate purchase pri
• $14,500,000 — hare for an aggregate purchase price of $14,500,000, in a private placement. The transacti

Filing Documents

• tm252173d1_8k.htm (8-K) — 36KB
• tm252173d1_ex10-1.htm (EX-10.1) — 173KB
• 0001104659-25-001763.txt ( ) — 477KB
• brkh-20250107.xsd (EX-101.SCH) — 4KB
• brkh-20250107_def.xml (EX-101.DEF) — 27KB
• brkh-20250107_lab.xml (EX-101.LAB) — 37KB
• brkh-20250107_pre.xml (EX-101.PRE) — 26KB
• tm252173d1_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on December 22, 2023, BurTech Acquisition Corp. (the " Company " or " BurTech "), BurTech Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (" Merger Sub "), Blaize, Inc., a Delaware corporation (" Blaize "), and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company and affiliate of the Company (" Burkhan "), entered into an Agreement and Plan of Merger (as amended on April 22, 2024, October 24, 2024 and November 21, 2024, and as may be further amended and/or amended and restated, the "Merger Agreement"), pursuant to which Merger Sub will merge (the " Merger ") with and into Blaize, whereupon the separate corporate existence of Merger Sub will cease and Blaize will be the surviving company and continue in existence as a wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth therein (collectively with the other transactions described in the Merger Agreement, the " Business Combination "). From December 31, 2024 through January 6, 2025, BurTech and Blaize entered into subscription agreements (the " PIPE Subscription Agreements ") with certain unaffiliated third-party investors and Burkhan Capital LLC (each, a " PIPE Investor " and collectively, the " PIPE Investors "), pursuant to which, among other things, the Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to subscribe for and purchase 1,450,000 shares of the Company's common stock, par value $0.0001 per share (" PIPE Shares ") at a purchase price of $10.00 per share for an aggregate purchase price of $14,500,000, in a private placement. The transactions contemplated by the PIPE Subscription Agreement (the " PIPE Investment ") are expected to consummate substantially concurrently with the Closing (as defined below). The purpose of the PIPE Investment is to rais

02. Unregistered Sale of Equity

Item 3.02. Unregistered Sale of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

01. Financial

Item 9.01. Financial (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 10.1 Form of PIPE Subscription Agreement by and among BurTech Acquisition Corp., Blaize, Inc. and the undersigned PIPE Investor thereto. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: January 7, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR