Blaize Holdings Reports Material Definitive Agreement & Acquisition

TL;DR

Blaize Holdings (BLZ) filed an 8-K detailing a material definitive agreement, acquisition completion, and change of control. Big moves happening.

AI Summary

Blaize Holdings, Inc. filed an 8-K on January 17, 2025, reporting several material events. These include the entry into a material definitive agreement, completion of an acquisition or disposition of assets, unregistered sales of equity securities, and changes in control. The filing also notes changes in the registrant's certifying accountant and potential modifications to security holder rights.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions and changes in control, which could impact the company's structure, operations, and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves multiple significant corporate events like acquisitions and changes in control, which inherently carry higher risk and uncertainty.

Key Players & Entities

• Blaize Holdings, Inc. (company) — Filer
• BurTech Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share BZAI The Nasdaq Stock Mar
• $11.50 — of Common stock at an exercise price of $11.50 per share BZAIW The Nasdaq Stock Ma
• $700 million — o increase the valuation of Blaize from $700 million to $767 million. Amendment No. 2 to Me
• $767 million — aluation of Blaize from $700 million to $767 million. Amendment No. 2 to Merger Agreement
• $1.50 — that each Investor receives a return of $1.50 per Non-Redeemed Share whether Investor
• $33.1 million — Continental transferred an aggregate of $33.1 million from BurTech's trust account into a new
• $13.57 — e of such sale or exercise is less than $13.57 per share (the "Put Price Per Share").
• $11.57 — rket, Blaize is entitled to receive (i) $11.57 from the funds escrow account if the sa
• $13.00 — hares of Common Stock trade at or above $13.00 per share for twenty (20) trading days
• $10.00 — Shares") at a price per share equal to $10.00 (the "PIPE Investment"). The PIPE Subsc
• $13,000,000 — rrowed an aggregate principal amount of $13,000,000 from Bess Ventures in exchange for 500,
• $25,000,000 — from its 2 investors in an amount of $25,000,000. Following the due date of March 31, 20
• $14.8 m — der the Bess 2024 Note is approximately $14.8 million, and no payments or interest or p
• $13.0 m — in an aggregate principal amount up to $13.0 million, (ii) any securities issued upon
• $13.0 million — (with an aggregate principal amount of $13.0 million) are secured by all of the Sponsor's ri

Filing Documents

• d903961d8k.htm (8-K) — 289KB
• d903961dex31.htm (EX-3.1) — 36KB
• d903961dex32.htm (EX-3.2) — 193KB
• d903961dex101.htm (EX-10.1) — 150KB
• d903961dex103.htm (EX-10.3) — 76KB
• d903961dex104.htm (EX-10.4) — 109KB
• d903961dex105.htm (EX-10.5) — 101KB
• d903961dex106.htm (EX-10.6) — 87KB
• d903961dex107.htm (EX-10.7) — 56KB
• d903961dex108.htm (EX-10.8) — 55KB
• d903961dex1011.htm (EX-10.11) — 136KB
• d903961dex1012.htm (EX-10.12) — 86KB
• d903961dex1013.htm (EX-10.13) — 40KB
• d903961dex1014.htm (EX-10.14) — 74KB
• d903961dex1015.htm (EX-10.15) — 18KB
• d903961dex1016.htm (EX-10.16) — 33KB
• d903961dex1017.htm (EX-10.17) — 32KB
• d903961dex1018.htm (EX-10.18) — 13KB
• d903961dex1019.htm (EX-10.19) — 12KB
• d903961dex1020.htm (EX-10.20) — 13KB
• d903961dex1021.htm (EX-10.21) — 12KB
• d903961dex1022.htm (EX-10.22) — 56KB
• d903961dex141.htm (EX-14.1) — 20KB
• d903961dex161.htm (EX-16.1) — 2KB
• d903961dex211.htm (EX-21.1) — 2KB
• d903961dex991.htm (EX-99.1) — 578KB
• d903961dex992.htm (EX-99.2) — 348KB
• d903961dex993.htm (EX-99.3) — 11KB
• d903961dex994.htm (EX-99.4) — 13KB
• g903961g0117120311329.jpg (GRAPHIC) — 3KB
• 0001193125-25-008517.txt ( ) — 3355KB
• bzai-20250113.xsd (EX-101.SCH) — 3KB
• bzai-20250113_def.xml (EX-101.DEF) — 16KB
• bzai-20250113_lab.xml (EX-101.LAB) — 27KB
• bzai-20250113_pre.xml (EX-101.PRE) — 17KB
• d903961d8k_htm.xml (XML) — 8KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 17, 2025 ( January 13, 2025 ) Blaize Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41139 86-2708752 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 4659 Golden Foothill Parkway , Suite 206 El Dorado Hills , California 95762 (Address of principal executive offices) (Zip Code) ( 916 ) 347-0050 Registrant's telephone number, including area code BurTech Acquisition Corp. 1300 Pennsylvania Ave NW , Suite 700 Washington , DC 20004 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0001 per share BZAI The Nasdaq Stock Market Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share BZAIW The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. INTRODUCTORY NOTE Unless the context otherwise requires, "we," "us," "our," "Blaize" and the "Company" refer to Blaize Holdings, Inc., a Delaware corporation (f/k/a BurTech Acquisition Corp., a Delaware corporation), and its consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to "BurTech" refer to BurTech Acquisition Corp., a Delaware corporation, prior to the Closing. All references herein to the "Board" refer to the board of directors of the Company. Terms used in this Current Report on Form 8-K (this "Report") but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus (as defined below) in the section entitled "Frequently Used Terms" beginning on page 2 thereof, and such definitions are incorporated herein by reference. Item1.01. Entry into a Material Definitive Agreement. Business Combination As disclosed under the sections entitled "Proposal No. 1—The Business Combination Proposal," "The Business Combination" and "The Merger Agreement" beginning on pages 137, 137 and 161, respectively, of the proxy statement/prospectus (the "Proxy Statement/Prospectus") filed with the Securities and Exchange Commission (the "SEC") by BurTech on December 2, 2024, BurTech entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024), with BurTech Merger Sub, Inc., a direct, wholly owned subsidiary of BurTech ("Merger Sub"), Blaize, Inc. ("Legacy Blaize"), and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company and affiliate of BurTech ("Burkhan"). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Blaize, with Legacy Blaize surviving the merger as a wholly owned subsidiary of BurTech (the "Business Combination" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"). Amendment No. 1 to Merger Agreement On April 22, 2024, BurTech, Merger Sub, Blaize and Burkhan entered into an Amendment to Agreement and Plan of Merger (the "Merger Agreement Amendment"). The Merger Agreement Amendment amended the original Merger Agreement to increase the valuation of Blaize from $700 million to $767 million. Amendment No. 2 to Merger Agreement On October 24, 2024, BurTech, Merger Sub, Blaize and Burkhan entered into an Amendment No. 2 to Agreement and Plan of Merger (the "Second Amendment to Merger Agreement"). The Second Amendment to Merger Agreement amended

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View this 8-K filing on SEC EDGAR