What changed in this filing

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Item 9A. Controls and Procedures

2024-05-07 compared with 2023-04-21 · 394 added, 189 removed, 765 unchanged (43% of the section changed)

3 unchanged sentences

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Accordingly, management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal period ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that during the period covered by this report, our disclosure controls and procedures were not effective due to the inadequate controls for the withdrawal of funds from the Trust Account and inadequate control for the accounting for class a common stock subject to possible redemption.

Material weaknesses, as defined in the SEC regulations, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In light of these material weaknesses, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S.

generally accepted accounting principles.

Management plans to remediate the material weaknesses by enhancing our control process around the withdrawals of funds from the Trust Account.

The elements of our remediation plan can only be accomplished over time, and these initiatives may not ultimately have the intended effects.

Management’s Report on Internal Controls Over Financial Reporting

9 unchanged sentences

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did maintain effective internal control over financial reporting as of December 31, 2022.

Based on our assessments and those criteria, management determined that we did not maintain effective internal controls for the withdrawal of funds from the Trust Account as of December 31, 2023.

Management has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex

accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

255 unchanged sentences

The Class B common stock are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.

As of April 20, 2023, the Company has 6,630,703 shares of Class A Common stock and 9,487,500 shares of Class B common stock, issued and outstanding.

As of April 20, 2023, the Company had 15,162,662 shares of Class A Common stock and one share of Class B common stock, issued and outstanding.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

59 unchanged sentences

Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors prior to, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, the following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of our public offering held in the trust account prior to the completion of our initial business combination:

following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of our public offering held in the trust account prior to the completion of our initial business combination:

● Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses;

11 unchanged sentences

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 8-K for the respective periods and other required filings with the SEC for the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021 totaled $88,045 and $66,015, respectively.

The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 8-K for the respective periods and other required filings with the SEC for the year ended December 31, 2023 and 2022, totaled approximately $124,631 and $134,819, respectively.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

1 unchanged sentence

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

For the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021, we did not pay Marcum any audit-related fees.

We did not pay Marcum for tax return services, planning and tax advice for the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021.

For the year ended December 31, 2023 and 2022, we did not pay Marcum any audit-related fees.

We did not pay Marcum for tax return services, planning and tax advice for the year ended December 31, 2023 and 2022.

All Other Fees .

We did not pay Marcum for any other services for the year ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021.

We did not pay Marcum for any other services for the year ended December 31, 2023 and 2022.

Pre-Approval Policy

6 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Deficit

Consolidated Statements of Cash Flows

Consolidated Notes to Financial Statements

(2) Consolidated Financial Statement Schedules:

2 unchanged sentences

Underwriting Agreement, dated December 10, 2021, by and among the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 filed with the Form 8-K filed by the Registrant on December 16, 2021).

Agreement and Plan of Merger, dated as of December 22, 2023 by and among BurTech Acquisition Corp., BurTech Merger Sub Inc., Blaize, Inc.

and Burkhan Capital LLC filed as Exhibit 2,1 to the Current Report on Form 8-K filed on December 28, 2023.

Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Form 8-K filed by the Registrant on December 16, 2021).

13 unchanged sentences

Private Placement Unit Subscription Agreement, dated December 10, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 filed with the Form 8-K filed by the Registrant on December 10, 2021).

Letter agreement dated April 22, 2024, by and among Blaize, Inc., RT-AI I, LLC and BurTech Acquisition Corp.

filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.1

Letter agreement dated April 22, 2024, by and among Blaize, Inc., AVA Investors SA and BurTech Acquisition Corp.

filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.2

Backstop Subscription Agreement, dated April 22, 2024, by and among BurTech Acquisition Corp., Blaize, Inc.

and BurTech LP LLC.

filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.3

Sponsor Forfeiture Agreement, dated April 22, 2024, by and between BurTech Acquisition Corp.

and BurTech LP LLC.

filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.4

Amendment to Agreement and Plan of Merger, dated April 22, 2024, by and among BurTech Acquisition Corp., BurTech Merger Sub Inc., BurTech Merger Sub Inc.

and Burkhan Capital LLC.

filed with the Form 8-K filed by the Registrant on April 26, 2024 as Exhibit 10.5

Form of Code of Ethics (incorporated by reference to Exhibit 14.1 filed with the Registration Statement on Form S-1 filed by the Registrant on November 19, 2021)

3 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

Inline XBRL Instance Document

8 unchanged sentences

BURTECH ACQUISITION CORP.

April 20, 2023

/s/ Shahal Khan

3 unchanged sentences

Chief Executive Officer and Chairman

April 20, 2023

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer

April 20, 2023

(Principal Accounting and Financial Officer)

/s/ Isaac Chetrit

April 20, 2023

Isaac Chetrit

/s/ Leon Golden

April 20, 2023

/s/ Scott Young

April 20, 2023

/s/ Joseph Porrello

April 20, 2023

Joseph Porrello

BURTECH ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID:

PCAOB ID 688 )

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

Consolidated financial statements:

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations as of December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Deficit as of December 31, 2023 and 2022

Consolidated Statements of Cash Flows as of December 31, 2023 and 2022

Notes to Consolidated financial statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1 unchanged sentence

BurTech Acquisition Corp.

and Subsidiary

Opinion on the Financial Statements

We have audited the accompanying balance sheets of BurTech Acquisition Corp.

(the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the period ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for each of the period ended December 31, 2022 and for the period from March 2, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

We have audited the accompanying consolidated balance sheets of BurTech Acquisition Corp.

and Subsidiary (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2022 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Additionally, the liquidation deadline is within 12 months of the filing date.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before December 15, 2024.

The Company entered into a definitive business combination agreement with a business combination target on December 22, 2023;

however, the completion of this transaction is subject to the approval of the Company’s stockholders among other conditions.

There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to December 15, 2024, if at all.

The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after December 15, 2024, in the event that it is unable to complete a business combination by that date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

10 unchanged sentences

We have served as the Company’s auditor since 2021.

New York , NY

April 20, 2023

BURTECH ACQUISITION CORP.

BALANCE SHEETS

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

Current assets:

Cash and Cash Equivalents

Restricted Cash

Due from sponsor

Trust Account - Restricted for Redeeming Shareholders

Total current assets

Other Assets, non-current

Investments held in Trust Account

1 unchanged sentence

Current liabilities:

Accrued offering costs and expenses

Accrued expenses

Franchise tax payable

Promissory note - related party

Due to Trust Account

Redeemed stock payable to public stockholders

Convertible promissory note - related party

Income tax payable

Due to related party

Excise Tax Payable

Total current liabilities

2 unchanged sentences

Commitments and Contingencies (Note 6)

Class A common stock subject to possible redemption, 28,750,000 shares at redemption value of $ 10.25 and $ 10.15 as of December 31, 2022 and 2021, respectively

Class A common stock subject to possible redemption, 4,345,663 and 28,750,000 shares at redemption value of approximately $ 10.81 and $ 10.25 as of December 31, 2023 and 2022, respectively

Stockholders’ Deficit:

4 unchanged sentences

280,000,000 shares authorized;

1,329,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of December 31, 2022 and 2021

10,817,000 and 1,329,500 shares issued and outstanding (excluding 2,285,040 shares to be redeemed as of December 31, 2023 and excluding 4,345,663 and 28,750,000 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

Class B common stock, $ 0.0001 par value;

20,000,000 shares authorized;

9,487,500 shares issued and outstanding as of December 31, 2022 and 2021

0 and 9,487,500 shares issued and outstanding as of December 31, 2023 and 2022, respectively

Additional paid-in capital

6 unchanged sentences

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

BURTECH ACQUISITION CORP.

STATEMENTS OF OPERATIONS

(Inception) to

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

Formation and operating costs

2 unchanged sentences

( 3,384,810 )

( 1,523,929 )

Interest income earned on Trust

Total other income, net

Income (Loss) before provision for income taxes

Income before provision for income taxes

Provision for income taxes

Net income (loss)

( 1,027,644 )

Weighted average shares outstanding of Class A common stock subject to redemption, basic and diluted

Basic and diluted net income (loss) per common stock, Class A subject to redemption

Basic and diluted net income per common stock, Class A subject to redemption

Weighted average shares outstanding of non-redeemable Class A common stock, basic and diluted

Basic and diluted net income (loss) per common stock, non-redeemable Class A

Basic and diluted net income per common stock, non-redeemable Class A

Weighted average shares outstanding of Class B common stock, basic and diluted

Basic and diluted net income (loss) per Class B common stock

The accompanying notes are an integral part of these financial statements.

Basic and diluted net income per Class B common stock

The accompanying notes are an integral part of these consolidated financial statements.

BURTECH ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM MARCH 2, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

Stockholders’

Balance - March 2, 2021 (Inception)

Class B common stock issued to the Sponsor

Allocated fair value of 28,750,000 Public Warrants net of allocated offering costs

Proceeds of 898,250 Private Placement Units net of allocated offering costs

Recorded the representative shares FV

Additional amount in deposited into trust ($ 10.15 per Unit-$ 10.00 per Unit)

Balance as of December 31, 2021

( 8,834,941 )

3 unchanged sentences

( 2,984,418 )

( 34,482,780 )

Balance as of December 31, 2022

1 unchanged sentence

( 10,144,670 )

Conversion of Class B to Class A Shares

( 9,487,500 )

Stockholder Non-Redemption Agreement

( 8,758,683 )

Excise tax liability arising from redemption of Class A shares

( 2,523,150 )

Accretion for common stock subject to redemption amount

4 unchanged sentences

( 15,838,729 )

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

BURTECH ACQUISITION CORP.

STATEMENT OF CASH FLOWS

For the period from

March 2, 2021

(Inception) to

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

December 31, 2023

1 unchanged sentence

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on cash and marketable securities held in Trust Account

( 5,751,596 )

( 3,989,294 )

Changes in current assets and liabilities:

Accrued offering costs and expenses

Accrued expenses

Franchise tax payable

1 unchanged sentence

Due to related party

Net cash (used in) provided by operating activities

( 1,372,570 )

Cash Flows from Investing Activities:

Purchase of investment held in Trust Account

Net cash used in operating activities

( 2,335,341 )

Net cash used in investing activities

( 1,372,570 )

Cash Flows from Investing Activities:

Investments held in Trust

Cash withdrawn from Trust Account used to pay franchise and income taxes

Restricted Cash

Due from Sponsor

Cash withdrawn from Trust Account in connection with redemptions

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from initial stockholder

Proceeds from initial public offering

Proceeds from private placement

Proceeds from convertible promissory note – Related Party

Payment of note payable-related party

Payment of deferred offering costs

Net cash (used in) provided by financing activities

Net change in cash

Redemptions of Common Stock

( 227,776,035 )

Cash, beginning of the period

Cash, end of the period

Net cash used in financing activities

( 226,965,690 )

Net change in cash and restricted cash

( 1,517,316 )

Cash and restricted cash, beginning of the year

Cash and restricted cash, end of the year

Supplemental disclosure of cash flow information:

Cash paid for income taxes

Supplemental disclosure of non-cash investing and financing activities:

Initial value of Class A common stock subject to possible redemption

Excise tax liability arising from redemption of Class A shares

Accretion of Class A common stock subject to possible redemption

Offering costs paid by Sponsor under promissory note

Re-measurement of class A common stock to redemption value

Deferred underwriting commissions payable charged to additional paid in capital

The accompanying notes are an integral part of these financial statements.

Reconciliation of Cash and Restricted Cash:

Cash – Beginning of Year

Restricted Cash – Beginning of Year

Cash and Restricted Cash – Beginning of Year

Cash – End of Year

Restricted Cash – End of Year

Cash and Restricted Cash – End of Year

The accompanying notes are an integral part of these consolidated financial statements.

BURTECH ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

2 unchanged sentences

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company has one wholly owned inactive subsidiary, Burtech Merger Sub Inc.

(the “Merger Sub”), a Delaware corporation, formed on December 6, 2023.

As of December 31, 2023, the Company had not commenced any operations.

20 unchanged sentences

government treasury obligations.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $ 100,000 of interest that may be used for the Company’s dissolution expenses, the proceeds from the IPO and the sale of the placement units held in the Trust Account will not be released from the Trust Account until the earliest to occur of:

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $ 100,000 of

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

interest that may be used for the Company’s dissolution expenses, the proceeds from the IPO and the sale of the placement units held in the Trust Account will not be released from the Trust Account until the earliest to occur of:

(a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable law.

4 unchanged sentences

The amount in the Trust Account is initially anticipated to be $ 10.15 per public share, however, there is no guarantee that investors will receive $ 10.15 per share upon redemption.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificates of amendment on March 10, 2023 and December 11, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will have only 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination.

The Company initially had only 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination.

The Company has extended the Combination Period in which the Company may complete the Initial Business Combination on March 10, 2023 (see below).

If the Company is unable to complete the initial Business Combination within the Combination Period (and the stockholders have not approved an amendment to the Company’s charter extending this time period), the Company will:

1 unchanged sentence

There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100 % of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame;

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

On February 24, 2023, the Company issued a press release stating that it has entered into a non-binding letter of intent for a potential business combination with CleanBay Renewables Inc., a late-stage enviro-tech company focused on the production of sustainable renewable natural gas, green hydrogen and natural controlled-release fertilizer.

On March 10, 2023, the Company and Sponsor entered into a non-redemption agreements (“Non-Redemption Agreements”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem up to an aggregate of 4,597,648 shares of the Company’s Class A common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders called by the Company (the “Special Meeting”), In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party or third parties up to an aggregate of 1,274,412 shares of the Company’s Class A common stock held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting.

During the Special Meeting the Shareholders approved an extension of time for the Company to consummate an initial business combination from March 15, 2023 to December 15, 2023 (the “Extension”), and to amend the Trust Management Agreement with Continental Stock & Transfer Company, dated as of December 10, 2021.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares.

As a result, approximately $ 227.8 million (approximately $ 10.30 per share) was removed from the Company’s trust account to pay such holders.

Following redemptions, the Company had 6,630,703 shares of Class A common stock outstanding, and approximately $ 68.0 million remained in the Company’s trust account.

On June 30, 2023, the Company’s non-binding letter of intent for a potential business combination with CleanBay Renewables Inc.

Following thorough initial negotiations, the Company has chosen not to pursue the business combination.

On October 11, 2023, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of NASDAQ indicating that it was not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Listing Rule”) for failing to maintain a minimum of 400 Total Holders for continued listing, which is required by the Nasdaq Global Market.

The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market.

The Notice states that the Company has 45 calendar days from the date of the Notice, or until November 27, 2023, to submit a plan to regain compliance with the Listing Rule, and if accepted, Nasdaq may grant the Company up to 180 calendar days from the date of the Notice, or until April 8, 2024, to regain compliance.

BurTech submitted a plan to Nasdaq to regain compliance with the Listing Rule on November 27, 2023.

On April 16, 2024, the Company reported 522 total holders of stock, meeting the minimum 400 total holders requirement for The Nasdaq Global Market as per Listing Rule 5450(a)(2).

The Company has received confirmation of compliance from Staff on April 26, 2024, closing the matter.

On December 11, 2023 (the “Second Special Meeting”), 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 “Second Trust Amendment”).

Pursuant to the Second Trust Amendment, the Company has the right to extend the time to complete a business combination twelve ( 12 ) times, each such extension for an additional one ( 1 ) month period (each an “Extension”), until December 15, 2024, by depositing into the Trust Account the lesser of $ 0.03 per unredeemed share of Class A common stock or $ 150,000 (the “Extension Payment”) for each one-month Extension.

The Company’s stockholders redeemed 2,285,040 shares during the Second Special Meeting.

As a result, approximately $ 24.5 million (approximately $ 10.74 per share) was removed from the Company’s trust account to pay such shareholders.

This amount was removed from the Trust Account on January 5, 2024 to pay such shareholders.

On January 16, 2024, February 9, 2024, March 12, 2024 and April 10, 2024, the Sponsor deposited $ 130,370 on each date into the Trust account to extend the life of the Company from January 15, 2024 to May 15, 2024.

In addition, the Company has agreed that funds held in the Company’s trust account, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions prior to or in connection with the Extension, an initial business combination or the liquidation of the Company.

The Sponsor of the Company will pay the excise tax when it becomes due.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame;

and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

3 unchanged sentences

Liquidity and Going Concern

As of December 31, 2022, the Company had $ 22,232 in its operating bank accounts, $ 295,802,694 in investments held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Public Shares in connection therewith and working capital deficit of $ 96,188 .

As of December 31, 2022, $ 3,989,294 of the amount on deposit in the Trust Account represented interest income.

As of December 31, 2023, the Company had $ 843,313 in its restricted cash account and $ 71,432,177 in investments held in trust.

Restricted cash is held exclusively for payment of current tax liabilities.

The investments held in trust are to be used for Business Combination or to repurchase or redeem its Public shares, which includes $ 24,539,002 restricted to pay its current redemption liability.

As of December 31, 2023, $ 5,751,596 of the amount on deposit in the Trust Account represents interest income.

Our liquidity needs up to December 31, 2023 had been satisfied through a payment from our sponsor of $ 25,000 for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $ 810,345 and the net proceeds from the consummation of the Initial Public Offering held outside of the trust account.

As of December 31, 2022, there were no amounts outstanding under any Working Capital Loans.

As of December 31, 2023, the Company had $ 810,345 outstanding under a Convertible Promissory Note.

As of December 31, 2023, no working capital loans were outstanding.

Until the consummation of a Business Combination, the Company will use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

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The Company is less than 7 months from its mandatory liquidation as of the time of filing this Annual Report on Form 10-K.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition due to insufficient working capital, described above, and mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the financial statements contained in this Annual Report on Form 10-K are issued.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Risks and Uncertainties

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement.

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The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Restricted cash, due from sponsor and trust payable

In accordance with the Trust agreement, the Company is permitted to withdraw funds from the trust account to pay its tax obligations, including income and franchise taxes.

During the year ended December 31, 2023, the Company withdrew $ 1,162,201 from the trust account for the purposes of settling its current tax liabilities.

However, the Company identified that $ 318,888 was erroneously withdrawn from the trust account and used for operating expenses during the year, which is not a permitted use of the trust funds per the trust agreement.

As a result, the Company recorded a receivable due from the sponsor and related payable to the trust for this amount.

The receivable reflects the amount due to be reimbursed to the trust account from the sponsor for the funds used for operating expenses.

The sponsor has committed to reimburse the Company for this amount, ensuring that the trust account will be made whole.

As of December 31, 2023, the balance of this withdrawal is included in restricted cash in the amount of $ 843,313 on the accompanying balance sheet, which represents the amounts withheld from the trust account available exclusively for payment of current tax liabilities.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

2 unchanged sentences

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these financial statements is the determination of fair value of the warrant liabilities.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities.

Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

2 unchanged sentences

As of December 31, 2023 and 2022, the Company had $ 0 and $ 22,232 in cash, respectively, and no cash equivalents.

At December 31, 2023 and 2022, the Company also had $ 843,313 and $ 0 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved to the payment of taxes.

Investments Held in Trust Account

At December 31, 2022 and 2021, the Company had $ 295,802,694 and $ 291,813,399 in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S.

At December 31, 2023 and 2022, the Company had $ 71,432,177 (as of December 31, 2023, $ 24,539,002 of this amount was restricted for redeeming shareholders, which were redeemed in December 2023 and subsequently distributed in January 2024.) and $ 295,802,694 , respectively, in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S.

government securities, cash, or a combination thereof.

8 unchanged sentences

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2022 and 2021, 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

Accordingly, as of December 31, 2023 and 2022, 4,345,663 and 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.

6 unchanged sentences

The Company incurred offering costs amounting to $ 16,919,619 as a result of the IPO (consisting of $ 2,875,000 of underwriting fees, $ 10,062,500 of deferred underwriting fees, $ 3,456,652 fair value of the Class A common stock issued to the underwriters and $ 525,467 of other offering costs).

The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

As of December 31, 2023 and 2022, the Company's deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

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The Company has identified the United States as its only “major” tax jurisdiction.

The Company is subject to income tax examinations by major taxing authorities since inception.

The Company is subject to income taxation by major taxing authorities since inception.

These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) per Common Stock

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Net Income Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock.

1 unchanged sentence

The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive.

As a result, diluted net loss per common stock is the same as basic net loss per common stock for the periods.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:

For The Period from

As a result, diluted net income per common stock is the same as basic net income per common stock for the periods.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:

For the Year Ended

March 2, 2021 (Inception) Through

For the Year Ended

December 31, 2023

4 unchanged sentences

Non-redeemable

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Basic and diluted net income per share:

Allocation of net income

Weighted-average shares outstanding including common stock subject to redemption

Basic and diluted net income (loss) per share

Basic and diluted net income per share

Concentration of Credit Risk

10 unchanged sentences

Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

● Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

16 unchanged sentences

The Company has not adopted this guidance as of December 31, 2023.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected.

The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount.

Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies.

The guidance is effective for fiscal years beginning after December 15, 2022, and

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

interim periods within those fiscal years, with early adoption permitted.

The Company adopted ASU 2016-13 on January 1, 2023.

The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

12 unchanged sentences

As of December 31, 2023 and 2022, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table:

Gross proceeds

Overfunding From Private Placements

Proceeds allocated to Public Warrants

( 18,781,216 )

Class A common stock issuance costs

( 15,701,564 )

Class A common stock subject to possible redemption, January 1, 2022

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2022

( 252,315,037 )

Accretion of carrying value to redemption value

Class A common stock subject to possible redemption, December 31, 2023

As discussed in Note 1, during the year ended December 31, 2023 an excess of $ 318,888 was erroneously withdrawn from the interest earned in the Trust Account for operating expenses.

As of December 31, 2023, the Company recorded a receivable due from the sponsor to reimburse the Trust Account for these funds used for operating expenses.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

PRIVATE PLACEMENT

12 unchanged sentences

The initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of:

(A) six months after the completion of the initial Business Combination and (B)

subsequent to the initial Business Combination, if the reported last sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination.

(A) six months after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, if the reported last sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the initial Business Combination.

Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares (the “Lock-up”).

2 unchanged sentences

Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees.

As of December 31, 2022 and 2021, the Company incurred and paid $ 112,903 and $ 7,097 for the administrative service fees.

Promissory Note — Related Party

The Sponsors agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the IPO.

These loans are non- interest bearing, unsecured and due on demand.

As of December 31, 2022 and 2021, the Company had total of borrowings of $ 0 and $ 144,746 under the promissory note, respectively.

As of the Initial Public Offering date, December 15, 2021, the Company no longer has the ability to utilize the Promissory note.

As of December 31, 2023 and 2022, the Company incurred $ 120,000 and $ 112,903 for the administrative service fees, respectively, of which $ 60,000 and $ 0 are recorded as accrued expenses in the balance sheets, respectively.

Working Capital Loans

2 unchanged sentences

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used for such repayment.

Up to $ 1,500,000 of the Working Capital Loans made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with the initial Business Combination may be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon consummation of the initial Business Combination.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

may be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon consummation of the initial Business Combination.

The units would be identical to the placement units.

1 unchanged sentence

The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

At December 31,2022 and 2021, no such Working Capital Loans were outstanding.

On February 1, 2023, the Company issued an unsecured convertible promissory note to the Sponsor, pursuant to which the Company borrowed $ 1,500,000 from the Sponsor for general corporate purposes.

Such loan may, at the Sponsor’s discretion, be converted into Units of the Company (as defined above), the conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $ 10.00 .

The terms of the Working Capital Shares will be identical to those of the Private Units that were issued to the Sponsor in connection with the Initial Public Offering.

The Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and one or more businesses.

The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Working Capital Loan).

As of December 31, 2023, $ 810,345 in working capital loans were outstanding.

As of December 31, 2022, no working capital loans were outstanding.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to

Rule 415 under the Securities Act.

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

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The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial Business Combination.

In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of the IPO.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of the IPO.

The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110.

3 unchanged sentences

In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

Non-redemption Agreements

The Sponsor entered into Non-Redemption Agreements with various stockholders of the Company (the “Non-Redeeming Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the “Non-Redeemed Shares”) in connection with the Special Meeting held on March 10, 2023, but such stockholders retained their right to require the Company to redeem such Non-Redeemed Shares in connection with the closing of the Business Combination.

The Sponsor has agreed to transfer to such Non-Redeeming Stockholders an aggregate of 1,149,412 the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination.

The Company estimated the aggregate fair value of such 1,149,412 Founder Shares transferrable to the Non-Redeeming Stockholders pursuant to the Non-Redemption Agreement to be $ 8,758,683 or $ 7.62 per share.

The fair value was determined using the probability of a successful Business Combination of 75 %, an implied volatility of 4.16 %, and the value per shares as of the valuation date of $ 10.24 derived from an option pricing model for publicly traded warrants.

Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in such Founder Shares.

The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A.

Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these Non-Redeeming Stockholders not to redeem the Non-Redeemed Shares, with a corresponding charge to additional paid-in capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

Inflation Reduction Act of 2022 (the “IR Act”)

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1% excise tax on certain repurchases of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased.

The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination.

Finally, based on recently issued interim guidance from the Internal Revenue Service and Treasury, subject to certain exceptions, the excise tax should not apply in the event of our liquidation.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

On March 10, 2023, in connection with the Company’s Special Meeting, the Company’s stockholders redeemed 22,119,297 Class A shares of Common Stock for a total of $ 227,776,035 .

On December 11, 2023, in connection with the Company’s Second Special Meeting, the Company’s stockholders redeemed 2,285,040 Class A shares of Common Stock for a total of $ 24,539,002 .

The Company evaluated the current status and probability of completing a Business Combination as of December 31, 2023 and concluded that it is probable that a contingent liability should be recorded.

As of December 31, 2023, the Company recorded $ 2,523,150 of excise tax liability calculated as 1 % of shares redeemed on March 10, 2023 and December 15, 2023.

Merger Agreement

On December 22, 2023, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, 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, solely for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”), pursuant to which Merger Sub will merge 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 direct, wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth therein (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”).

In connection with the consummation of the Business Combination, the Company will be renamed “Blaize Holdings, Inc.” (“New Blaize”).

Company Support Agreement

On December 22, 2023, concurrently with the execution of the Merger Agreement, certain stockholders of Blaize entered into a Company Support Agreement (the “Company Support Agreement”) with the Company and Blaize, pursuant to which such stockholders have agreed to, among other things, (i) support and vote in favor of (a) the approval and adoption of the Merger Agreement and the Business Combination, (b) the conversion of each issued and outstanding share of preferred stock of Blaize into one share of Blaize Common Stock as of immediately prior to the Effective Time, and (c) any other circumstances upon which a consent or other approval with respect to the Merger Agreement and the Business Combination.

Sponsor Support Agreement

On December 22, 2023, concurrently with the execution of the Merger Agreement, the Company and Blaize entered into an agreement (the “Sponsor Support Agreement”) with the Sponsor, pursuant to which, among other things, in connection with the Closing, the Sponsor agreed o (i) vote all its shares of the Company’s Class A common stock in favor of (a) each Transaction Proposal (as defined in the Merger Agreement), including, without limitation, the approval and adoption of the Merger Agreement and the Business Combination, and (b) any other circumstances upon which a consent or other approval with respect to the Merger Agreement and the Business Combination.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize, the Sponsor, certain significant securityholders of Blaize and certain of their respective affiliates will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which New Blaize will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of New Blaize common stock and other equity securities of New Blaize that are held by the parties thereto from time to time on the terms and subject to the conditions set forth therein.

Lock-up Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize will enter into lock-up agreements (the “Lock-up Agreements”) with (i) certain of New Blaize’s directors and officers, (ii) certain stockholders of New Blaize and (iii) Burkhan, in each case, restricting the transfer of New Blaize common stock and any shares of New Blaize common stock issuable upon the exercise or settlement, as applicable, of New Blaize Options or New Blaize RSUs held by it immediately after the Effective Time from and after the Closing.

The restrictions under the Lock-up Agreements begin at the Closing and end on the date that is 180 days after the Closing, or upon the earlier of (x) the last reported sale price of New Blaize common stock reaching $ 12.00 per share (as adjusted for stock splits, stock dividends,

BURTECH ACQUISITION CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Closing and (y) the liquidation of New Blaize.

Stockholders’ Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize will enter into a stockholders’ agreement (the “Stockholders Agreement”), with the Sponsor, Burkhan and certain other controlled affiliates of Burkhan (collectively, the “Stockholder Group”), which will provide, among other things, that so long as the Stockholder Group beneficially owns, in the aggregate, ten percent ( 10 %) or more of the total number of issued and outstanding shares of the New Blaize Common Stock, the Stockholder Group will have the right to designate two out of nine individuals to the Company’s board of directors, subject to step-downs based on ownership of the New Blaize Common Stock as described in the Stockholders’ Agreement.

Amendment to the Merger Agreement

On April 22,2024, the Company entered into an amendment of its Merger Agreement which modified certain terms and conditions as follows:

● The Company entered into an additional letter agreement which modified its convertible note financing and certain lock-up provisions which will exist in the closing of the Company’s Business Combination.

● The Company entered into an additional letter agreement in connection with its convertible note financing subject to funding conditions which will exist in the closing of the Company’s Business Combination.

● The Sponsor and the Company entered into an additional letter agreement, under which the Sponsor agreed to forfeit 2,000,000 Company Shares to be effective immediately prior to the closing of the Business Combination.

● The Merger Agreement Amendment also revised the aggregate reserve size under the Equity Incentive Plan and ESPP to 20 % and the evergreen percentage for the Equity Incentive Plan to 7 % .

● The Company, the Merger Sub, Blaize and Burkhan amended the Agreement and Plan of Merger, amending the original Merger Agreement to make the following adjustments:

Increasing the Base Purchase Price from $ 700 million to $ 767 million.

Acknowledged that the Blaize Note Financing and the Blaize Warrant Financing constitute a Company Financing for all purposes of the Merger Agreement.

Added a new component to the definition of “Base Merger Consideration”, which is the product of (a) the number of shares of the Excluded Company Stock multiplied by (b) the Per Company Share Merger Consideration.

Added a new component to the definition of “Available Acquiror Cash”, which is the amount contributed by the Sponsor pursuant to the Backstop Subscription Agreement and a new definition of “Cash Ratio,” which means the ratio equal to (x) Available Acquiror Cash, divided by (y) the Minimum Cash Amount.

Added a new definition of “Proportionate Shares Number,” which means (a) 325,000 Company Shares multiplied by (b.) the Cash Ratio;

(viii) Added a closing condition for the benefit of Blaize requiring that the sum of the Trust Amount plus the amount of funds received pursuant to the Backstop Subscription Agreement shall be no less than the Backstop Amount.

Additionally, adjustments were made to various definitions and covenants to reflect the funding commitment of the Sponsor pursuant to the Backstop Subscription Agreement and the amounts of certain convertible notes and pre-funded warrants Burkhan, its Affiliates or nominees purchased from the Company.

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Amendment to Underwriting Agreement

On April 26, 2024, the Company and EF Hutton amended the Underwriting Agreement signed on December 10, 2021.

In lieu of the Company paying the full Deferred Underwriting Commission, EF Hutton agreed to accept a $ 1,500,000 cash payment at the Closing of a Business Combination Once this payment is made according to the new terms, the Company’s obligation to deliver the Deferred Underwriting Commission will be fulfilled.

STOCKHOLDERS’ DEFICIT

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Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2022 and 2021, there were 1,329,500 Class A common stock issued or outstanding, excluding 28,750,000 Class A common stock subject to possible redemption.

On December 11, 2023, the Company issued an aggregate of 9,487,495 Class A Shares to the holders of the Company's shares of Class B Shares upon the exchange of an equal number of Class B Shares ("the Exchange").

On December 31, 2023 and 2022, there were 10,817,000 and 1,329,500 shares issued and outstanding (excluding 2,285,040 shares to be redeemed as of December 31, 2023 and excluding 4,345,663 and 28,750,000 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively.

The 9,487,495 Class A Shares issued in connection with the Exchange are subject to the same restrictions as applied to the Class B Shares before the Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares at approximately $ 10.30 per share.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

1 unchanged sentence

On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split.

As of December 31, 2021, there were 9,487,500 shares of Class B common stock issued and outstanding .

Due to the Exchange, on December 11, 2023, the Company converted 9,487,495 Class B Shares to Class A Shares.

As of December 31, 2023 and 2022, there were 0 and 9,487,500 shares of Class B common stock issued and outstanding , respectively

The number of founder shares outstanding was determined so that the founder shares, will represent, on an as-converted basis, 24.81 % of the outstanding shares after the IPO (excluding the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering).

3 unchanged sentences

Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

BURTECH ACQUISITION CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share, subject to adjustment as described herein.

17 unchanged sentences

● If and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

BURTECH ACQUISITION CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

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Income tax provision

As of December 31, 2022 and 2021, the Company had $ 0 and $ 10,178 per prior year financial, of U.S.

BURTECH ACQUISITION CORP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

As of December 31, 2023 and 2022, the Company had $ 0 , respectively, of U.S.

federal operating loss carryovers available to offset future taxable income, which do not expire.

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After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets (liability) and has therefore established a full valuation allowance.

For the period from March 2, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $ 13,837 .

For the year ended December 31, 2023, the change in the valuation allowance was $ 187,264 .

For the year ended December 31, 2022, the change in the valuation allowance was $ 274,031 .

The Company’s effective tax rate was 43.4 % and 32.1 % for the year ended December 31, 2023 and 2022, respectively.

The effective tax rate differs from the statutory tax rate of 21 % due to the valuation allowance on the deferred tax assets and deductibility of penalties on tax obligations.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows:

1 unchanged sentence

State taxes, net of federal tax benefit

Permanent Book/Tax Differences

Transaction Costs

Fines and Penalties

Change in valuation allowance

3 unchanged sentences

FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Quoted Prices In

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

December 31, 2023

Money Market Funds held in Trust Account

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

December 31, 2022

Money Market Funds held in Trust Account

The fair value of Representative Shares were valued with a Probability Weighted Expected Return Model (“PWERM”).

The PWERM factors in the stock price, the timing of the business combination, and the timing of the lapse of the transfer restrictions.

The fair value was the discounted cash flow from the sale of the securities at the time the restrictions terminated.

The expected return was the probability weighted and discounted for lack of marketability.

The key inputs used in the PWERM for the representative shares valuation as of December 31, 2021 were as follows:

Likelihood of business combination

Expected term (years)

Discount rate

BURTECH ACQUISITION CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On March 10, 2023, the Company and Sponsor entered into a non-redemption agreements (“Non-Redemption Agreements”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem up to an aggregate of 4,597,648 shares of the Company’s Class A common stock sold in its initial public offering (“Non-Redeemed Shares”) in connection with the special meeting of the stockholders called by the Company (the “Special Meeting”), In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such third party or third parties up to an aggregate of 1,274,412 shares of the Company’s Class B common stock held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting.

Also during the Special Meeting the Shareholders approved an extension of time for the Company to consummate an initial business combination from March 15, 2023 to December 15, 2023 (the “Extension”), and to amend the Trust Management Agreement with Continental Stock & Transfer Company, dated as of December 10, 2021.

The Company’s stockholders redeemed 22,119,297 shares.

As a result, approximately $ 227.8 million (approximately $ 10.30 per share) was removed from the Company’s trust account to pay such holders.

Following redemptions, the Company will have 6,630,703 shares of Class A common stock outstanding, and approximately $ 68.0 million will remain in the Company’s trust account.

The Sponsor of the Company will pay the excise tax when it becomes due.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the consolidated financial statements.

On January 16, 2024, February 9, 2024, March 12, 2024 and April 10, 2024, as disclosed in Note 1, the Sponsor deposited $ 130,370 on each date into the Trust account to extend the life of the Company from January 15, 2024 to May 15, 2024.

On April 22, 2024, as disclosed in Note 6, the Company amended its Merger Agreement.

On April 26, 2024, as disclosed in Note 6, the Company amended its Underwriting Agreement.

On April 26, 2024, as disclosed in Note 1, the Company received confirmation of compliance from NASDAQ.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures