Item 4. Controls and Procedures
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer (our Chief Executive Officer) and Principal Financial and Accounting Officer (our Chief Financial Officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required or necessary disclosures. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
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In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Prior to the Merger, when preparing the financial statements for the years ended December 31, 2024, BurTech Acquisition Corp. (“BurTech”) identified a material weakness, as discussed below, in internal control over financial reporting. As of December 31, 2024, Blaize, Inc. (“Legacy Blaize”) did not identify any material weaknesses in internal control over financial reporting. As of June 30, 2025, the material weaknesses of the combined entity were remediated by the Company, as described below. As such, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms as of June 30, 2025.
Remediation of Previously Identified Material Weaknesses
Prior to the completion of the Business Combination on January 13, 2025, BurTech identified certain material weaknesses in its internal control over financial reporting. These material weaknesses primarily related to:
(1) the accrual of penalties and interest on excise tax payable; and
(2) the withdrawal of funds from the Trust Account as of December 31, 2024.
Following the completion of the Business Combination, management undertook and completed several remediation actions to address the previously identified material weaknesses. These actions included:
• Hiring additional accounting and finance employees and contractors with appropriate expertise in U.S. GAAP and SEC reporting requirements;
• Implementing Blaize's accounting policies and internal control procedures across the combined entity;
• Enhancing the combined entity's financial close processes to ensure more robust documentation practices; and
• Implementing Blaize's systems and tools to support internal control activities and documentation across the combined entity.
As of June 30, 2025, management has concluded that the material weaknesses identified in BurTech’s internal control over financial reporting have been remediated based on the successful implementation and sustained operation of these enhanced controls for a sufficient period of time across the combined entity and management’s testing of the effectiveness of these implemented controls.
Changes in Internal Control over Financial Reporting
In connection with our ongoing remediation efforts and the continued monitoring and maintenance of our control procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act of 2002, we continue to review, test, and improve the operation of our internal controls. Other than the changes described above relating to our remediation steps, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the six months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.