As filed with the Securities and Exchange Commission on October 10, 2024.

Registration Statement No. 333-280889​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

Form S-4

1300 Pennsylvania Ave NW, Suite 700
Washington, DC 20004
Telephone: (202) 600-5757

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Registrant and Co-Registrant:

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 10, 2024

BURTECH ACQUISITION CORP.

1300 PENNSYLVANIA AVE NW, SUITE 700
WASHINGTON, DC 20004

NOTICE OF
SPECIAL MEETING
TO BE HELD ON [•], 2024

Dear BurTech Acquisition Corp. Stockholders:

You are cordially invited to attend the special meeting in lieu of the 2024 annual meeting of the stockholders (the “special meeting”) of BurTech Acquisition Corp., a Delaware corporation (“BurTech”) to be held at [•] Eastern Time, on [•], 2024. The special meeting will be conducted exclusively over the Internet by means of a live video webcast, which can be accessed by visiting https://​[•]. BurTech is a Delaware blank check company established for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On December 22, 2023, BurTech Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of BurTech (“Merger Sub”), Blaize, Inc., a Delaware corporation (“Blaize”), and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company and affiliate of BurTech (“Burkhan”), entered into an Agreement and Plan of Merger (as amended on April 22, 2024 and as may be further amended and/or amended and restated, the “Merger Agreement”), pursuant to which Merger Sub will merge (the “Merger”) with and into Blaize, whereupon the separate corporate existence of Merger Sub will cease and Blaize will be the surviving company and continue in existence as a wholly owned subsidiary of BurTech, on the terms and subject to the conditions set forth therein (collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, BurTech will be renamed “Blaize Holdings, Inc.” The combined company after the Business Combination is referred to in the proxy statement/​prospectus as “New Blaize.”

BurTech’s Class A common stock (the “BurTech Class A Common Stock”), units (the “BurTech Units”) and public warrants (the “Public Warrants”) are currently listed on the Nasdaq Global Market under the symbols “BRKH,” “BRKHU,” and “BRKHW,” respectively. At the effective time of the Business Combination (the “Effective Time”), (i) each share of Blaize common stock, par value $0.00001 per share (the “Blaize Common Stock”) issued and outstanding immediately prior to the Effective Time (but excluding any (x) shares of Blaize Common Stock subject to Blaize RSUs and Blaize Option, (y) shares of Blaize Common Stock held by Blaize as treasury stock, and (z) shares the holders of which perfect rights of appraisal under Delaware law) will be cancelled and converted into the right to receive a number of shares of BurTech Class A Common Stock (rounded up to the nearest whole share) equal to the quotient obtained by dividing (a) the Company Base Merger Consideration, by (b) 88,282,090 shares of Blaize Common Stock, or the Aggregate Company Shares (the “Exchange Ratio”), (ii) each Blaize Option that is outstanding and unexercised immediately prior to the Effective Time shall automatically be converted into an option to purchase shares of Common Stock of New Blaize (“New Blaize Common Stock”) as set forth in the Merger Agreement, and (iii) each award of Blaize RSUs that is outstanding and unsettled immediately prior to the Effective Time shall automatically be converted into an award of restricted stock units relating to shares of New Blaize Common Stock as set forth in the Merger Agreement. BurTech intends to apply to list the shares of New Blaize Common Stock and the public warrants of New Blaize (“New Blaize Public Warrants”) on the Nasdaq Global Market under the symbols “BAIZ,” and “BAIZ.W,” respectively, upon the closing of the Business Combination.

In addition to the base merger consideration, Blaize stockholders and holders of Blaize Options and Blaize RSUs will also receive up to an aggregate of 15,000,000 shares of New Blaize Common Stock (the “Company Earnout Shares”), and Burkhan will also receive up to an aggregate of 2,600,000 shares of New Blaize Common Stock (the “Burkhan Earnout Shares” and together with the Company Earnout Shares, the “Earnout Shares”) in four equal installments. The Earnout Shares will be issued to Blaize stockholders, holders of Blaize Options and holders of Blaize RSUs and Burkhan upon occurrence of certain triggering events (based on the achievement of certain price targets of New Blaize Common Stock following the Closing and, with respect to Company Earnout Shares issued in respect of Blaize Options and Blaize RSUs, subject to the applicable holder’s continued service through the date of issuance). In the event such triggering events are not met within the five-year period following the Closing, the Earnout Shares will be cancelled. In the event of a change in control of New Blaize or Blaize after the Closing, the Blaize stockholders, holders of Blaize Options and holders of Blaize RSUs and Burkhan shall each be entitled to all of the then remaining Earnout Shares that have not been previously issued to the Blaize stockholders, holders of Blaize Options and holders of

Blaize RSUs or Burkhan, as applicable, assuming that all Triggering Events have occurred. Concurrently with the execution of the Merger Agreement, Blaize also issued to Burkhan a pre-funded warrant to purchase shares of Blaize Common Stock (as amended and/or restated from time to time, the “Burkhan Warrant”). Pursuant to the Burkhan Warrant, Burkhan is entitled to purchase up to a number of shares of Blaize Common Stock, that, following the conversion of Blaize Common Stock at the Effective Time pursuant to the Merger Agreement, would result in up to 2,000,000 shares of New Blaize Common Stock for an aggregate exercise price of $20,000 and a purchase price of $20,000.

BurTech LP LLC, a Delaware limited liability company (the “Sponsor”), and BurTech’s officers and directors have agreed to (a) vote all of their shares of BurTech Class A Common Stock in favor of the Business Combination, and (b) certain restrictions on their shares of BurTech Class A Common Stock.

In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of BurTech’s officers and directors may, but are not obligated to, loan BurTech funds as may be required (“Working Capital Loans”). If BurTech completes an initial business combination, BurTech would repay the Working Capital Loans out of the proceeds of the Trust Account released to BurTech. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, BurTech may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units, at a price of $10.00 per unit, upon consummation of the initial business combination. The units would be identical to the Private Placement Units that the Sponsor purchased on December 15, 2021. As of June 30, 2024, there was $1,500,000 in Working Capital Loans outstanding. In addition to the working capital loans the Sponsor made several cash advances to BurTech which as of June 30, 2024 totaled $1,059,551.

On May 21, 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000. On September 24, 2021, BurTech issued 862,500 shares of Class B common stock, par value $0.0001 per share (the “BurTech Class B Common Stock”), in connection with a 1.1 stock split, resulting in an aggregate of 9,487,500 shares of BurTech Class B Common Stock outstanding, or approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 24.81% of the outstanding shares upon completion of the IPO (excluding the shares of Class A common stock issued to EF Hutton, division of Benchmark Investments, LLC (the “Representative”) or its designees, the Private Placement Units and securities underlying the Private Placement Units and assuming the initial stockholders do not purchase units in the IPO). As of June 30, 2024, the Sponsor owned 10,385,750 shares of BurTech Class A Common Stock.

On May 21, 2021, the Sponsor issued an unsecured promissory note to BurTech (the “IPO Promissory Note”), pursuant to which BurTech may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the IPO. The outstanding balance under the IPO Promissory Note of $144,746 was repaid in several installments by June 30, 2022.

In March 2023, the Company and Sponsor entered into non-redemption agreements (“Non-Redemption Agreements”) with various unaffiliated third parties in exchange for such 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 held on March 10, 2023 (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 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, BurTech held a special meeting of stockholders (“Extension Meeting”) pursuant to which its stockholders approved an amendment (the “Charter Extension Amendment”) to BurTech’s second amended and restated certificate of incorporation (as amended, the “Certificate of Incorporation of Blaize”) giving BurTech the right to extend the date by which it has to complete an initial business combination from March 15, 2023 to December 15, 2023.

On December 11, 2023, BurTech held a special meeting of stockholders pursuant to which its stockholders approved an amendment to BurTech’s second amended and restated certificate of incorporation (the “Second Charter Extension Amendment”) and investment management trust agreement giving BurTech the right to extend the date by which it has to complete an initial business combination from December 15, 2023 to December 15, 2024, by depositing into the Trust Account the lesser of $0.03 per unredeemed share of BurTech Class A Common Stock for each one-month Extension. BurTech’s second amended and restated certificate of incorporation was further amended to allow the holders of shares of BurTech Class B Common Stock to convert their shares of BurTech Class B Common Stock to BurTech Class A Common Stock on a one-for-one basis at the option of the holder. On December 11, 2023, BurTech issued an aggregate of 9,487,495 shares of BurTech Class A Common Stock, to

the holders of BurTech Class B Common Stock, upon the exchange of an equal number of Class B Shares (the “Exchange”). The 9,487,495 shares of BurTech Class A Common Stock issued in connection with the Exchange are subject to the same restrictions as applied to BurTech Class B Common Stock 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 the IPO. Following the Exchange, no shares of BurTech Class B Common Stock remain outstanding.

From August 2023 through February 2024, Blaize issued six secured convertible promissory notes to the Sponsor pursuant to which the Sponsor loaned Blaize an aggregate principal amount of $16,500,000 (each, a “Burkhan Convertible Note” and collectively, the “Burkhan Convertible Notes”). Each of the Burkhan Convertible Notes was issued pursuant to that certain Amended and Restated Note Purchase Agreement dated April 22, 2024, among Blaize and certain investors (as amended and/or restated from time to time, the “Note Purchase Agreement” or “NPA”). In addition, from April 2024 through June 2024, Blaize issued secured convertible promissory notes with aggregate principal amounts of approximately $96.8 million to RT-AI I, LLC, a Delaware limited liability company (“RT-AI I”), and certain of its affiliates (collectively, the “RT Parties”) pursuant to the Note Purchase Agreement (the “RT Note Financing”) (each, a “RT Convertible Note” and collectively, the “RT Convertible Notes”). Each of the RT Convertible Notes under the Note Purchase Agreement bears an interest of 10% compounded annually. The outstanding principal and unpaid accrued interest of the Burkhan Convertible Notes and the RT Convertible Notes will be repayable upon demand by the holders of a majority in interest of the aggregate outstanding principal amount of all notes issued under the Note Purchase Agreement (the “Requisite Noteholders”) (which must include certain noteholders) after the earliest to occur of (i) the consummation of any “Liquidation Event” as defined in the Certificate of Incorporation of Blaize (a “Corporate Transaction”), (ii) an event of default under the Note Purchase Agreement, or (iii) December 31, 2025. The obligations due under the Burkhan Convertible Notes and RT Convertible Notes are secured by an Amended and Restated Security Agreement, dated April 22, 2024, and executed by Blaize in favor of the lender parties thereto. The Burkhan Convertible Notes, RT Convertible Notes and the Note Purchase Agreement provide that the notes may be converted as follows:

1.

Automatically upon the first closing of the next sale by Blaize of certain securities of Blaize for the principal purpose of raising capital ( a “Next Equity Financing”) assuming a Corporate Transaction, Maturity Conversion or SPAC Conversion (each as defined below) or repayment has not occurred, into a number of shares, as set forth below, equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on each Burkhan Convertible Note or RT Convertible Note by the applicable conversion price, as set forth below (a “Next Equity Financing Conversion”). Next Equity Financing is defined as the next sale of Blaize’s equity securities or other securities issued in connection with Senior Indebtedness (as defined therein), following the date of the Note Purchase Agreement for the purpose of raising capital.

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a.

The issuance of shares pursuant to the conversion of each Burkhan Convertible Note and RT Convertible Note in connection with a Next Equity Financing shall be subject to the same terms and conditions applicable to the equity securities sold in the Next Equity Financing, except that (A) the per share liquidation preference shall be equal to the conversion price, (B) the initial conversion price for purposes of price-based anti-dilution protection will equal the conversion price, (C) the basis for any dividend rights will be based on the conversion price, and (D) such shares will rank senior to the other equity securities existing at the time of the applicable conversion with respect to liquidation preference.

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b.

The conversion price for the Burkhan Convertible Notes and RT Convertible Notes in connection with a Next Equity Financing is defined as the lesser of 80% of the per share issue price of the equity securities sold in the Next Equity Financing or a calculated per share value based on a defined valuation cap and fully-diluted capital.

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2.

If the Next Equity Financing Conversion, Corporate Transaction, SPAC Conversion or repayment of the outstanding principal and unpaid accrued interest has not occurred on or before the maturity date, the principal and unpaid accrued interest of each Burkhan Convertible Note and RT Convertible Note shall, at the written election of the Requisite Noteholders (which must include certain noteholders), pursuant to mutually agreed-upon terms, be automatically converted (the “Maturity Conversion”) into a class of equity shares subject to mutual agreement between the Lenders under the Note Purchase Agreement and Blaize, provided that the conversion price shall not be based on a valuation in excess of the defined valuation cap.

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3.

If the Next Equity Financing Conversion, Corporate Transaction or repayment of the outstanding principal and unpaid accrued interest has not occurred prior to a SPAC Transaction, the principal and unpaid accrued interest of each Burkhan Convertible Note and RT Convertible Note shall automatically convert (a “SPAC Conversion”) into a number of shares of common stock equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on each Burkhan Convertible Note and RT Convertible Note by the applicable conversion price.

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a.

For any Burkhan Convertible Notes or RT Convertible Notes purchased before April 22, 2024, the conversion price in this SPAC Conversion is the lesser of 80% of the SPAC price per share or a calculated per share value based on a defined valuation cap and fully-diluted capital immediately prior to the SPAC transaction.

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b.

For any Burkhan Convertible Notes or RT Convertible Notes purchased after April 22, 2024, the conversion price in this SPAC Conversion is a price per share that would entitle the holder to receive a number of shares of BurTech Class A common stock equal to the outstanding principal and unpaid accrued interest on such Burkhan Convertible Notes or RT Convertible Notes divided by five.

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4.

In the event of a Corporate Transaction, the Burkhan Convertible Notes and RT Convertible Notes shall be repaid at the closing of the Corporate Transaction as follows: An amount equal to the then accrued but unpaid interest plus one and a half (1.5) times the then outstanding principal.

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(1)

Assumes that interest accruing on the Burkhan Convertible Notes and RT Convertible Notes is through October 8, 2024, the estimated date of the closing of the Business Combination.

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(2)

Assumes all convertible notes are converted and warrants are exercised prior to or concurrently with the closing of the Business Combination.

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In connection with the RT Note Financing, Blaize issued warrants to the RT Parties (such warrants, the “RT Warrants”) and the Sponsor (such warrants, the “Sponsor Warrants” and, together with the RT Warrants, the “Warrants”) pursuant to the Note Purchase Agreement. The Warrants are exercisable upon the earliest to occur of a Next Equity Financing Conversion, Maturity Conversion, SPAC Conversion or Corporate Transaction and expire five years from issuance. The number of warrant shares issuable upon exercise is equal to the quotient obtained by dividing (i) 10% of the original principal amount of the corresponding note by (ii) (y) with respect to a Next Equity Financing Conversion, Maturity Conversion, or a SPAC Conversion, the Exercise Price (as defined herein) or (z) with respect to a Corporate Transaction, a per share price equal to the value of the consideration payable to the holder of each share of common stock of the Company. The Exercise price is defined as follows:

1.

With respect to a Next Equity Financing Conversion, the per share issue price paid by new money investors for the equity securities in the Next Equity Financing;

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2.

With respect to a Maturity Conversion, a per share price mutually agreed upon by the Company and the Requisite Noteholders;

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3.

With respect to a SPAC Conversion, $11.50 per share; and

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4.

With respect to a Corporate Transaction, the Corporate Transaction Exercise Price (as defined in the Note Purchase Agreement).

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Immediately prior to closing of the Business Combination, (i) the RT Warrants will be exercisable for 841,501 shares of Blaize Common Stock, which will be exchanged for approximately 797,927 shares of New Blaize Common Stock, based on the

current Exchange Ratio and (ii) the Sponsor Warrants will be exercisable for 143,475 shares of Blaize Common Stock, which will be exchanged for approximately 136,046 shares of New Blaize Common Stock, based on the current Exchange Ratio.

In connection with the RT Note Financing, the Company entered into a letter agreement (as amended, supplemented and/or restated from time to time, the “RT Letter Agreement”) among Blaize, RT Parties and Burtech. Under the RT Letter Agreement, it is agreed that the RT Parties and their transferees or distributees will not be required to execute any lock-up or similar agreement restricting transfer or disposition of all shares of Blaize Common Stock issuable upon the conversion of the notes (the “RT Conversion Shares”), all shares of Blaize Common Stock issuable upon the exercise of the warrants issued to the RT Parties (the “RT Warrant Shares”), all securities of New Blaize to be issued on account of the RT Conversion Shares and the RT Warrant Shares pursuant to the Business Combination, and other securities of Blaize or New Blaize owned by the RT Parties (collectively, the “RT Registrable Securities”). Additionally, any securities of New Blaize issued on account of the RT Conversion Shares and the RT Warrant Shares pursuant to the Business Combination are being registered pursuant to this registration statement, and the RT Registrable Securities will be promptly registered on a registration statement on Form S-1 covering the resale of the RT Registrable Securities following the Business Combination.

In connection with the RT Note Financing and a concurrent issuance of pre-funded warrants (the “Blaize Warrant Financing”) to Ava Investors SA, a société anonyme incorporated under the laws of Switzerland (“Ava”, together with its affiliates and their respective transferees, the “Ava Parties”), on April 22, 2024, BurTech consented to a letter agreement (as amended and/or restated from time to time, the “Ava Letter Agreement”) between Blaize and Ava. Under the Ava Letter Agreement, it is agreed that the parties shall, within 14 days of the Ava Letter Agreement, agree on a form of registration rights agreement to be entered into and become effective at the closing of the Business Combination, providing for the registration of the resale of all securities of New Blaize to be issued on account of the Blaize Shares issuable upon the exercise of the pre-funded warrants pursuant to the Business Combination, and other securities of Blaize or New Blaize owned by the Ava Parties. The Ava Parties, along with their transferees or distributees, will not be required to enter into a lock-up or similar restrictive agreement in connection with the Business Combination.

In connection with a distribution of certain warrants received as part of the Blaize Warrant Financing (the “Ava RM Warrant Transfer”) to Rizvi Master LLC, an affiliate of the RT Parties (“Rizvi Master”), Rizvi Master and Ava entered into a Warrant Assignment and Transfer Agreement dated May 30, 2024 (as amended and/or restated from time to time, the “Ava RM Warrant Transfer Agreement”), pursuant to which Ava agreed to transfer and assign all of Ava’s right, title and interest in and to a warrant for 2,000,000 shares of BurTech Class A Common Stock to Rizvi Master in accordance with the Ava RM Warrant Transfer Agreement. On or around May 30, 2024, Ava transferred and assigned all of Ava’s right, title and interest in and to a warrant for 2,000,000 shares of BurTech Class A Common Stock to Rizvi Master. Rizvi Master will not be required to enter into a lock-up or similar restrictive agreement in connection with the Business Combination.

In connection with a distribution of certain promissory notes and warrants received as part of the RT Note Financing (the “RT Note and Warrant Transfer”) to Ava Private Markets Sarl, an affiliate of Ava (“Ava PM”), and Rizvi Traverse CI Holder, LLC, an affiliate of the RT Parties (“RT CI Holder”), Blaize, RT-AI I, Ava PM and RT CI Holder entered into a letter agreement dated October 9, 2024 (as amended and/or restated from time to time, the “RT Distribution Letter Agreement”), pursuant to which Blaize shall cause (i) the cancellation of certain secured convertible promissory notes in aggregate principal amounts of approximately $75.1 million previously issued pursuant to the RT Note Financing and the corresponding warrants thereof and (ii) the reissuance of such cancelled secured convertible promissory notes and corresponding warrants in the name of Ava PM and RT CI Holder, in accordance with the RT Distribution Letter Agreement. On or around October 9, 2024, Blaize completed the RT Note and Warrant Transfer. Ava PM and RT CI Holder each agreed to be bound by and party to the Note Purchase Agreement and the Ava Letter Agreement, each as may be modified or amended from time to time. Ava PM and RT CI Holder, along with their respective transferees or distributees, will not be required to enter into a lock-up or similar restrictive agreement in connection with the Business Combination.

On April 22, 2024, the Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with BurTech and Blaize. Pursuant to the Backstop Subscription Agreement, in the event that the amount of cash in BurTech’s trust account following redemptions and before payment of expenses (the “Trust Amount”) is less than $30,000,000 (the “Backstop Amount”), the Sponsor shall purchase, prior to or substantially concurrently with the closing of the Business Combination, a number of shares of BurTech Class A Common Stock equal to the quotient of (a) the difference of (x) $30,000,000 minus (y) the Trust Amount divided by (b) $10.00, at a per share purchase price of $10.00 per share.

On April 22, 2024, the Sponsor and BurTech entered into a letter agreement (the “Sponsor Forfeiture Agreement”). Under this agreement, conditioned upon the occurrence of the closing of the Business Combination, Sponsor agreed to forfeit 2,000,000 BurTech Shares to be effective immediately prior to the closing of the Business Combination.

On April 26, 2024, BurTech and the Representative entered into an amendment to the Underwriting Agreement, pursuant to that certain Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement Dated December 10 2021 (the “Underwriting Agreement Amendment”). The Underwriting Agreement Amendment provides, among other things, that in

lieu of BurTech tendering the full amount of the deferred underwriting commission of $10,062,500, the Representative accepts cash of an aggregate sum of $1,500,000, payable at the Closing, in full and final payment and satisfaction of the deferred underwriting commission (the “Cash Payment”). Upon delivery of the Cash Payment in accordance with terms of the Underwriting Agreement Amendment, any obligations pursuant to the Underwriting Agreement for BurTech to deliver the deferred underwriting commission to the Representative shall be automatically discharged and satisfied.

The following summarizes the pro forma ownership of New Blaize Common Stock immediately following the Business Combination under three redemption scenarios: no additional redemptions, 50% redemptions, and maximum redemptions.

(1)

Assumes that the BurTech Public Stockholders holding the outstanding shares of BurTech’s Redeemable Class A Common Stock will not exercise their redemption rights with respect to the outstanding 4,345,663 shares of BurTech’s Redeemable Class A Common Stock under the assumed no redemptions scenario, assumes that the BurTech Public Stockholders will exercise their redemption rights to redeem 2,172,832 shares with respect to the outstanding 4,345,663 shares of BurTech’s Redeemable Class A Common Stock under the assumed 50% redemptions scenario and assumes that the BurTech Public Stockholders will exercise their redemption rights to redeem all of the outstanding 4,345,663 shares of BurTech’s Redeemable Class A Common Stock under the assumed maximum redemptions scenario. Actual BurTech Redeemable Class A Common Stock redeemed in connection with the Business Combination may vary from the amounts presented above, accordingly the ownership percentages set forth above will also vary.

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(2)

The number of shares held by the Blaize Stockholders is comprised of (i) the exchange of the 17,473,582 issued and outstanding Blaize Common Stock for 16,566,654 shares of New Blaize Common Stock, which gives effect to 1,208 shares that have been converted back to Series Seed Shadow Preferred Stock since June 30, 2024 (ii) the settlement of Blaize Convertible Notes (excluding Burkhan Convertible Notes and Final Closing Lender Convertible Notes) in exchange for the issuance of 5,590,350 shares of New Blaize Common Stock, (iii) the conversion and net exercise of Blaize Warrants to 1,027,930 shares of New Blaize Common Stock, and (iv) the conversion of Blaize Redeemable Convertible Preferred Stock for 42,196,753 shares of New Blaize Common Stock based on the Exchange Ratio of approximately 0.95 shares of New Blaize Common Stock for one (1) share of Blaize Common Stock or common stock equivalent upon the Closing of the Business Combination.

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The number of shares held by the Blaize Stockholders does not include (i) 3,641,638 shares of New Blaize Common Stock that are issued related to the conversion of the Burkhan Notes or (ii) 20,681,681 shares of New Blaize Common Stock held by the Blaize Final Closing Lenders.

(3)

The number of shares held by the BurTech Public Stockholders gives effect to (i) the assumed no redemptions scenario that assumes no BurTech Public Stockholders exercise redemption rights with respect to the outstanding 4,345,663 shares of BurTech’s Redeemable Class A Common Stock, (ii) the assumed 50% redemptions scenario that assumed BurTech Public Stockholders exercise their redemption rights for 2,172,832 shares with respect to the outstanding 4,345,663 shares of BurTech’s Redeemable Class A Common Stock, and (iii) the assumed maximum redemptions scenario that assumes BurTech Public Stockholders exercise their redemption rights for all of the outstanding 4,345,663 shares of BurTech’s Redeemable Class A Common Stock.

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(4)

The number of shares held by the Sponsor and related parties is determined by adding (i) the Sponsor’s holdings of 10,385,750 BurTech’s Redeemable Class A Common Stock at June 30, 2024, as reduced by 2,000,000 of BurTech’s Redeemable Class A Common Stock that are to be forfeited as part of the Sponsor Forfeiture Agreement, (ii) 2,000,000 shares that are issued associated with Burkhan Warrants, and (iii) 3,641,638 shares issued upon conversion of the Burkhan Convertible Notes. The number of shares held by the Sponsor and related parties under the 50% redemptions scenario assumes 606,560 shares are issued as part of the Backstop Agreement and the max redemptions scenario assumes 3,000,000 shares are issued as part of the Backstop Agreement.

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(5)

Final Closing Lender shares is determined by adding (i) 4,500,000 of New Blaize Common Stock issued upon net exercise of the warrants issued pursuant to the Blaize Warrant Financing and (ii) 20,681,681 of New Blaize Common Stock issued upon conversion of the Final Closing Lender Notes.

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(6)

Represents ownership in New Blaize Common Stock, attributable to existing holdings in BurTech Class A Common Stock that is held by underwriters associated with BurTech’s initial public offering.

​

The actual results will be within the parameters described by the three scenarios above. However, there can be no assurance regarding which scenario will be closest to the actual results.

Stockholders will experience additional dilution to the extent New Blaize issues additional shares of New Blaize Common Stock after the closing of the Business Combination. The table above excludes (a) 29,648,250 shares of New Blaize Common Stock that will be issuable upon the exercise of the 898,250 Private Placement Warrants and 28,750,000 public warrants; (b) 17,600,000 shares of New Blaize Common Stock that will be issuable related to the Earnout Shares if the related triggering events are achieved; (c) shares of New Blaize Common Stock that will initially be available for issuance under the Equity Incentive Plan and ESPP Plan.

For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 1 — The Business Combination Proposal — Ownership of New Blaize After the Closing.”

Compensation Received by the Sponsor and its Affiliates

BurTech’s sponsor is BurTech LP LLC, a Delaware limited liability company formed by BurTech’s management team, consisting of Shahal Khan, Patrick Orlando and Roman Livson. Shahal Khan is the Senior Managing Member and the controlling person of the Sponsor and currently holds 49% of the outstanding membership interest in the Sponsor and Big 4 Sponsor LLC currently holds 42.3% of the outstanding membership interest in the Sponsor. Big 4 Sponsor LLC is beneficially owned by Patrick Orlando. In addition, HH Sheikh Maktoum currently holds 6.6% of the outstanding membership interest in the Sponsor. The Sponsor currently holds 10,385,750 shares of BurTech Class A Common Stock, consisting of 9,487,500 shares of BurTech Class A Common Stock issued to the Sponsor upon the exchange of an equal number of Founder Shares and 898,250 shares of BurTech Class A Common Stock acquired in the private placement conducted in connection with the IPO. At Closing, 2,000,000 BurTech Class A Common Stock shall be forfeited as part of the Sponsor Forfeiture Agreement and upon the completion of the Business Combination, Sponsor and its affiliates shall hold a total of 14,027,388 shares of New Blaize Common Stock, including 2,000,000 shares that are issued associated with Burkhan Warrants, and 3,642,836 shares issued upon conversion of the Burkhan Convertible Notes.

At Closing, pursuant to the Merger Agreement, New Blaize will use cash from the trust account to pay BurTech transaction expenses and to reimburse or pay Sponsor for any outstanding loans or other obligations of BurTech or New Blaize to Sponsor. BurTech currently estimates that the total amount payable for BurTech transaction expenses and any outstanding loans or other obligations of BurTech to Sponsor is approximately $9.3 million, inclusive of the $1,500,000 principal balance under the Working Capital Loans, as of July 15, 2024. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units, at a price of $10.00 per unit, upon consummation of the initial business combination. The units would be identical to the Private Placement Units that the Sponsor purchased on December 15, 2021.

From August 2023 through February 2024, Blaize issued six secured convertible promissory notes to the Sponsor pursuant to which the Sponsor loaned Blaize an aggregate principal amount of $16,500,000. Each of the notes was issued pursuant to that certain Amended and Restated Note Purchase Agreement dated April 22, 2024, among Blaize and certain investors (as amended and/or restated from time to time, the “Note Purchase Agreement”). Each of the notes under the Note Purchase Agreement bears an interest of 10% compounded annually. The outstanding principal and unpaid accrued interest of the notes will be repaid or converted into equity securities of Blaize on the earliest to occur of (i) the first closing of the next sale by Blaize of certain securities of Blaize for the principal purpose of raising capital, (ii) the closing of a business combination involving Blaize and a public traded special purpose acquisition company, (iii) the closing of certain liquidation events provided in the Certificate of Incorporation of Blaize, or (iv) December 31, 2025. The obligations due under the notes are secured by a Security Agreement and Intellectual Property Security Agreement, each dated July 3, 2023, and executed by Blaize in favor of the lender parties thereto. Each purchaser of convertible promissory notes pursuant to the Note Purchase Agreement received a warrant to purchase certain equity securities of Blaize.

Concurrently with the execution of the Merger Agreement, Blaize also issued to Burkhan, an affiliate of BurTech and the Sponsor a pre-funded warrant to purchase shares of Blaize Common Stock (as amended and/or restated from time to time, the “Burkhan Warrant”). Pursuant to the Burkhan Warrant, Burkhan is entitled to purchase up to a number of shares of Blaize Common Stock, that, following the conversion of Blaize Common Stock at the Effective Time pursuant to the Merger Agreement, would result in up to 2,000,000 shares of New Blaze Common Stock for an aggregate exercise price of $20,000 and a purchase price of $20,000.

The retention of shares by Sponsor and its affiliates, the reimbursements payable to Sponsor and the New Blaze Common Stock issuable to the Sponsor and its affiliates upon the conversion or exercise of the convertible promissory notes and the

Burkhan Warrant at Closing will not result in a material dilution of the equity interests of non-redeeming BurTech Shareholders. See “Proposal 1 — The Business Combination Proposal — Ownership of New Blaize After the Closing.”

The compensation of Burtech LP LLC and its limited partners is in the form of residual Sponsor and Private Placement Shares and Private Placement Warrants.

At the time of the BurTech’s IPO, Burtech LP LLC provided $8,982,500 of risk capital to BurTech In consideration of contributing the risk capital, Burtech LP LLC received 10,385,750 founder and private placement shares. In addition, Burtech LP LLC has further invested $16,500,000 into convertible notes of Blaize. The principal and interest of the accrued notes will convert into 3,400,000 additional Class A shares of BurTech. BurTech does not believe that the issuance of these shares is materially dilutive to non-redeeming shareholders who hold the securities until the consummation of the de-SPAC transaction, as the issuance is backed by funds that were contributed into Blaize to back up its balance sheet and to accelerate the execution of its business plan.

that is printed on your proxy card to enter the special meeting. BurTech recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. Please note that you will not be able to attend the special meeting in person.

The Sponsor has agreed, pursuant to the terms of the Sponsor Support Agreement, to vote all its shares of BurTech Class A Common Stock in favor of each of the proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals), including the approval and adoption of the Merger Agreement and the Business Combination. As a result of such agreement, we do not need the affirmative vote of any of the holders of the remaining shares of BurTech Class A Common Stock held by the Public Stockholders as of the record date to approve any of the proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals).

As described in the accompanying proxy statement/prospectus, certain stockholders of Blaize are parties to a support agreement with BurTech whereby such stockholders agreed to vote all of their shares of Blaize Common Stock in favor of approving the Business Combination.

After careful consideration, the BurTech board of directors (the “BurTech Board”) has unanimously approved the Merger Agreement and the other proposals described in the accompanying proxy statement/prospectus, and the BurTech Board has determined that it is advisable to consummate the Business Combination. The BurTech Board recommends that you vote “FOR” the proposals described in the accompanying proxy statement/prospectus (including each of the sub-proposals).

BurTech is providing the accompanying proxy statement/prospectus and proxy card to you in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. Your vote is very important. If you are a registered stockholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting.

More information about BurTech, Blaize and the Business Combination is contained in the accompanying proxy statement/​prospectus. BurTech and Blaize urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, you should carefully consider the matters discussed under “Risk Factors” beginning on page 50 of the accompanying proxy statement/prospectus.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE BURTECH REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO BURTECH’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE VIRTUAL SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

[•], 2024

   

Shahal Khan
Chief Executive Officer and Chairman

The accompanying proxy statement/prospectus is dated [•], 2024 and is first being mailed to the stockholders of BurTech on or about [•], 2024.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

BURTECH ACQUISITION CORP.
1300 PENNSYLVANIA AVE NW, SUITE 700
WASHINGTON, DC 20004

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2024

To the Stockholders of BurTech Acquisition Corp.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of BurTech Acquisition Corp., a Delaware corporation (“BurTech,” “we,” “our” or “us”), will be held on [•], 2024, at [•], Eastern time, via live webcast at the following address: https://​[•]. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. BurTech recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts. Please note that you will not be able to attend the special meeting in person. You are cordially invited to attend the special meeting, which will be held for the following purposes:

•

Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 22, 2023 (as amended on April 22, 2024 and as may be further amended and/or amended and restated, the “Merger Agreement”), by and among BurTech, BurTech Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BurTech (“Merger Sub”), Blaize, Inc., a Delaware corporation (“Blaize”) and 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 (the “Merger”), with Blaize surviving the Merger as a wholly owned subsidiary of BurTech and approve the Merger and the other transactions contemplated by the Merger Agreement (the “Business Combination” and such proposal, the “Business Combination Proposal”). The Merger Agreement and the Amendment to Merger Agreement are attached to the accompanying proxy statement/prospectus as Annex A-1 and Annex A-2 (“Proposal No. 1”).

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•

Proposal No. 2 — The “Organizational Documents Proposal” — to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the proposed Third Amended and Restated Certificate of Incorporation (the “Proposed Charter”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, and the proposed Amended and Restated Bylaws, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Proposed Bylaws”), of New Blaize as the post-Business Combination company, which, if approved, would take effect substantially concurrently with the Effective Time (“Proposal No. 2”).

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•

Proposals No. 3 — The “Advisory Organizational Documents Proposals” — to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws, which are being presented separately in accordance with the U.S. Securities and Exchange Commission (“SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as four sub-proposals (collectively, “Proposals No. 3”):

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•

Proposal No. 3A — to increase the authorized shares to (i) 600,000,000 shares of common stock, par value $0.0001 per share of New Blaize (“New Blaize Common Stock”) to and increase the authorized shares of preferred stock to 20,000,000 shares of preferred stock, par value $0.0001 per share (“New Blaize Preferred Stock”) (“Proposal No. 3A”);

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•

Proposal No. 3B — to require an affirmative vote of 662∕3% of the voting power of all then-outstanding shares of New Blaize Common Stock to alter, amend, or repeal ARTICLES IV, V, VI, VII, VIII, IX and X of the Proposed Charter (“Proposal No. 3B”);

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•

Proposal No. 3C — to require an affirmative vote of 662∕3% of the voting power of all then-outstanding shares of New Blaize Common Stock to alter, amend, or repeal the Proposed Bylaws (as defined in the accompanying proxy statement/prospectus) (“Proposal No. 3C”);

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•

Proposal No. 3D — to approve and adopt the Proposed Charter to eliminate certain provisions related to BurTech’s status as a blank check company, including changing BurTech’s name from “BurTech Acquisition Corp.” to “Blaize Holdings, Inc.” and to remove the requirement to

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dissolve BurTech and allow it to continue as a corporate entity with perpetual existence following consummation of the Business Combination, which the board of directors of BurTech (the “BurTech Board”) believes are necessary to adequately address the needs of BurTech immediately following the consummation of the Business Combination (“Proposal No. 3D”);

•

Proposal No. 3E — to require an affirmative vote of 662∕3% of the voting power of all then outstanding shares of New Blaize Common Stock to remove any individual director or the entire board of directors (“Proposal No. 3E”);

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•

Proposal No. 3F — to approve and adopt the Proposed Charter the Proposed Bylaws to provide that special meetings of the stockholders may be called only by or at the direction of the Board of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer, or the President (“Proposal No. 3F”).

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•

Proposal No. 4 — The “Election of Directors Proposal” — to consider and vote upon a proposal to elect, effective at the Closing (as defined in the accompanying proxy statement/prospectus), nine (9) directors to serve staggered terms on the New Blaize Board (as defined in the accompanying proxy statement/prospectus) until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified (“Proposal No. 4”);

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•

Proposal No. 5 — The “Equity Incentive Plan Proposal” — to consider and vote upon a proposal to approve and adopt the Blaize Holdings, Inc. 2024 Incentive Award Plan (the “Incentive Award Plan”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex D (“Proposal No. 5”);

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•

Proposal No. 6 — The “Employee Stock Purchase Plan Proposal” — to consider and vote upon a proposal to approve and adopt the Blaize Holdings, Inc. 2024 Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (“Proposal No. 6”);

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•

Proposal No. 7 — The “Nasdaq Proposal” — to consider and vote upon a proposal by ordinary resolution to approve, to consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of The Nasdaq Stock Market LLC, the issuance of shares of BurTech Class A Common Stock pursuant to the Merger Agreement (as defined in this the accompanying proxy statement/prospectus) in connection with the Business Combination (“Proposal No. 7”); and

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•

Proposal No. 8 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

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These items of business are described in the attached proxy statement/prospectus. We encourage you to read the attached proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION ENTITLED “RISK FACTORS.”

Only holders of record of shares of BurTech’s Class A Common Stock at the close of business on [•], 2024 (the “Record Date”) are entitled to notice of the special meeting and to vote at the special meeting and any adjournments or postponements of the special meeting. A complete list of our stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting. During the special meeting, stockholders will also be able to view the list of our stockholders of record entitled to vote at the special meeting by logging into the webcast.

Pursuant to our Existing Charter (as defined in the accompanying proxy statement/prospectus), we are providing the holders of shares of BurTech Class A Common Stock originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the Closing, shares of BurTech Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount then on deposit (as of two business days prior to the Closing)

 

 

in the trust account (the “Trust Account” or “trust account”) that holds the proceeds (including interest not previously released to BurTech to pay its taxes) from the IPO and a concurrent private placement of warrants to our Sponsor.

In March 2023, the Company and Sponsor entered into non-redemption agreements (“Non-Redemption Agreements”) with various unaffiliated third parties in exchange for such 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 held on March 10, 2023. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to transfer to such 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.

In connection with the Public Stockholders’ vote at the special meeting of stockholders held by BurTech on March 10, 2023, 22,119,297 shares were tendered for redemption. As a result, approximately $227.8 million (approximately $10.30 per share redeemed) was removed from BurTech’s trust account to pay such holders. Following redemptions, BurTech had 6,630,703 shares of Class A Common Stock outstanding, and approximately $68.0 million remained in BurTech’s trust account. In conjunction with the above redemptions, the Public Stockholders also voted on extending the original liquidation from March 15, 2023 to December 15, 2024, extending the life of BurTech to complete an initial business combination.

In connection with the Public Stockholders’ vote at the special meeting of stockholders held by BurTech on December 11, 2023, 2,285,040 shares were tendered for redemption. As a result, approximately $24.5 million (approximately $10.74 per share redeemed) was removed from BurTech’s trust account to pay such holders. Following redemptions, as of June 30, 2024, BurTech had 15,162,663 shares of Class A Common Stock outstanding, including 4,345,663 redeemable and 10,817,000 non-redeemable, and approximately $48.9 million remained in BurTech’s trust account as of June 30, 2024. In conjunction with the above redemptions, the Public Stockholders also voted on extending the original liquidation from December 15, 2023 to December 15, 2024, extending the life of BurTech to complete an initial business combination.

Funds held in BurTech’s trust account, including any interest, will not be used to pay for any excise tax liabilities with respect to any future redemptions prior to or in connection with any extension, an initial business combination or the liquidation of BurTech.

For illustrative purposes, based on the funds held in the Trust Account as of June 30, 2024 of approximately $48.9 million, the estimated per share redemption price would have been approximately $11.25. Public Stockholders may elect to redeem their shares whether or not they are holders as of the Record Date and whether or not they vote for the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of BurTech Class A Common Stock sold in the IPO. Holders of BurTech’s outstanding warrants sold in the IPO, which are exercisable for shares of BurTech Class A Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. Our Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of BurTech Class A Common Stock they may hold. As of June 30, 2024, our Sponsor, and officers and directors collectively owned approximately 68.5% of our issued and outstanding shares of BurTech Class A Common Stock. Our Sponsor, officers and directors have agreed to vote any shares of BurTech Class A Common Stock owned by them in favor of the Business Combination.

We may not consummate the Business Combination unless each of the Business Combination Proposal, Organizational Documents Proposal, Election of Directors Proposal, Equity Incentive Plan Proposal and Employee Stock Purchase Plan Proposal and Nasdaq Proposal (collectively, the “Required Proposals”) are approved at the special meeting. The Advisory Organizational Documents Proposals, are all conditioned on

 

 

the approval of the Business Combination Proposal, Nasdaq Proposal, Election of Directors Proposal, Equity Incentive Plan Proposal and Employee Stock Purchase Plan Proposal and the Organizational Documents Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

The BurTech Board has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Organizational Documents Proposal, “FOR” each of the Advisory Organizational Documents Proposals, “FOR” the Election of Directors Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” the Nasdaq Proposal and “FOR” the Adjournment Proposal (if necessary).

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, [•], at [•]; banks and brokers can call collect at [•].

 

 

 

 

ii

 

MARKET AND INDUSTRY DATA

Certain information contained in this proxy statement/prospectus relates to or is based on studies, publications, surveys and other data obtained from third-party sources and our own internal estimates and research. While we are not aware of any misstatements regarding such third-party information and data presented in this proxy statement/prospectus, such information and data involves risks and uncertainties and is subject to change based on various factors, including, potentially, those discussed under the section entitled “Risk Factors” starting on page [•] of this proxy statement/prospectus. Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Finally, while we believe our own internal estimates and research are reliable, and are not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Notwithstanding anything in this proxy statement/prospectus to the contrary, we are responsible for all disclosures in this proxy statement/prospectus.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by BurTech (File No. 333-280889) (the “Registration Statement”), constitutes a prospectus of BurTech under Section 5 of the Securities Act, with respect to the shares of BurTech Class A Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting of BurTech stockholders at which BurTech stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

BurTech files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read BurTech’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact us by telephone or in writing:

BurTech Acquisition Corp.
Address: 1300 Pennsylvania Ave NW, Suite 700, Washington, DC 20004

Telephone: (202) 600-5757

You may also obtain these documents by requesting them in writing or by telephone from our proxy solicitor at:

[•]

If you are a stockholder of BurTech and would like to request documents, please do so by [•], 2024 to receive them before the special meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

You may also obtain additional information about BurTech from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

 

1

 

If you intend to seek redemption of your Public Shares (as defined in the accompanying proxy statement/​prospectus), you will need to send a letter demanding redemption and deliver your shares electronically to our transfer agent at least two business days prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” in the section entitled “Questions and Answers About the Business Combination.” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: spacredemptions@continentalstock.com

FREQUENTLY USED TERMS

In this document:

•

“Adjournment Proposal” means a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

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•

“Advisory Organizational Documents Proposals” means the separate proposals for amendments to the Existing Charter, which are reflected in the Proposed Charter, the full text of which is attached to this proxy statement/prospectus as Annex B.

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•

“Aggregate Company Shares” means, without duplication, (i) the sum of the number of shares of Blaize Common Stock that are (a) issued and outstanding immediately prior to the Effective Time (for the avoidance of doubt, after giving effect to the Blaize Security Conversion and the Warrant Event but excluding (w) any shares of Burkhan Company Stock), (x) any shares of Blaize Common Stock issued upon exercise of warrants to purchase shares of Blaize Common Stock issued by Blaize on or after April 22, 2024, (y) any shares of Blaize Common Stock issued upon conversion of convertible notes issued by Blaize on or after April 22, 2024 (together with the shares of Blaize Common Stock in clause (x), the “Excluded Company Stock”)) and (z) any shares of Blaize Common Stock to be cancelled pursuant to Section 3.2(d) of the Merger Agreement (as amended) and (b) issuable upon the exercise or settlement of Blaize Awards (in each case, whether or not vested or currently exercisable) that are outstanding immediately prior to the Effective Time minus (ii) a number of shares of Blaize Common Stock equal to the quotient of (x) the Aggregate Option Exercise Price divided by (y) the Per Company Share Merger Consideration.

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•

“Aggregate Option Exercise Price” means the sum of the aggregate cash exercise prices of all Blaize Options (in each case, whether or not vested or currently exercisable) that are outstanding as of immediately prior to the Effective Time.

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•

“Amendment to Merger Agreement” means that certain Amendment to Agreement and Plan of Merger, dated as of April 22, 2024, by and among BurTech, Merger Sub, Blaize and solely for purposes of Section 3.1 and Section 3.5 thereto, Burkhan.

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•

“Available Acquiror Cash” means, without duplication, (i) the Trust Amount, plus (ii) the proceeds of any Private Placement Investment actually received by BurTech prior to or substantially concurrently with the Closing (provided, that, for the avoidance of doubt, Available Acquiror Cash shall exclude any financing proceeds that are subject to any conditions that have not been duly satisfied, waived or achieved prior to the Closing (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof)), plus (iii) the aggregate gross proceeds of $5,000,000 received by Blaize pursuant to that certain Note Purchase Agreement, dated as of July 3, 2023, by and among Blaize and the lenders party thereto, plus (iv) any and all proceeds from financings received by Blaize after the date hereof and prior to or substantially concurrently with the Closing (including, for the avoidance of doubt, the aggregate gross proceeds received by Blaize from the issuance of the Burkhan Convertible Notes and the Burkhan Warrants), plus (v) the amount contributed by or on behalf of Sponsor pursuant to the Backstop Agreement, minus (vi) the

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2

 

amount required to pay all transaction expenses of BurTech (including, for the avoidance of doubt, any deferred underwriting commissions and BurTech Extension Expenses) and all transaction expenses of Blaize.

•

“Base Merger Consideration” means the aggregate number of shares of BurTech Class A Common Stock equal to (a) the quotient (such quotient, the “Company Base Merger Consideration”) obtained by dividing (i) the sum of (x) the Base Purchase Price, plus (y) $70,000,000, by (ii) $10.00, plus (b) the product of (i) the number of shares of Burkhan Company Stock multiplied by (ii) the Exchange Ratio, plus (c) the product of (i) the number of shares of Excluded Company Stock multiplied by (ii) the Exchange Ratio.

​

•

“Base Purchase Price” means an amount equal to $767,000,000.

​

•

“Blaize” means Blaize, Inc., a Delaware corporation, prior to the Business Combination, which will be renamed Blaize Holdings, Inc.

​

•

“Blaize Awards” means Blaize Options and Blaize RSUs.

​

•

“Blaize Board” means Blaize’s board of directors prior to the Business Combination.

​

•

“Blaize Business Combination Proposal” means the proposal to the Blaize stockholders to consider and vote upon the proposal to approve the adoption of the Merger Agreement and the Business Combination.

​

•

“Blaize Capital Stock” means Blaize Common Stock and Blaize Preferred Stock.

​

•

“Blaize Common Stock” means the shares of common stock of Blaize, par value $0.00001 per share.

​

•

“Blaize Preferred Stock” means collectively, the Series Seed Shadow Preferred Stock, Series A Shadow Preferred Stock, Series B Shadow Preferred Stock, Series C Shadow Preferred Stock, Series D Shadow Stock and the Senior Series D Shadow Stock.

​

•

“Blaize Option” means an option to purchase shares of Blaize Common Stock granted under Blaize’s Amended and Restated 2011 Stock Plan.

​

•

“Blaize RSU” means a restricted stock unit relating to shares of Blaize Common Stock granted under Blaize’s Amended and Restated 2011 Stock Plan.

​

•

“Blaize Warrant” means each outstanding warrant to purchase equity securities of Blaize.

​

•

“Broker non-vote” means the failure of a BurTech stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

​

•

“Burkhan” means Burkhan Capital LLC.

​

•

“Burkhan Convertible Notes” means those certain convertible promissory notes pursuant to that certain Note Purchase Agreement, dated as of July 3, 2023, by and among Burkhan and/or its affiliates and/or nominees, on the one hand, Blaize on the other hand, and the lenders party thereto.

​

•

“BurTech” means BurTech Acquisition Corp., a Delaware corporation.

​

•

“BurTech Board” means BurTech’s board of directors prior to the Business Combination.

​

•

“BurTech Board Recommendations” means the recommendation of the BurTech Board to the BurTech stockholders that they approve and adopt the Merger Agreement and all other transactions contemplated thereby, approve the Merger and approve the proposals contained in this proxy statement/prospectus.

​

•

“BurTech Class A Common Stock” means BurTech’s Class A common stock, par value $0.0001 per share.

​

•

“BurTech Class B Common Stock” means BurTech’s Class B common stock, par value $0.0001 per share.

​

•

“BurTech Common Stock” means BurTech Class A Common Stock and BurTech Class B Common Stock, collectively.

​

 

3

 

•

“BurTech Proposals” means the proposals to be voted on at the special meeting of BurTech stockholders as described in this proxy statement/prospectus.

​

•

“BurTech Unit” means one share of BurTech Class A Common Stock and one redeemable BurTech Warrant.

​

•

“BurTech Warrant Agreement” means the Warrant Agreement, dated as of December 10, 2021, by and between BurTech and Continental Stock Transfer & Trust Company, governing the outstanding BurTech Warrants.

​

•

“BurTech Warrants” means the Private Placement Warrants and the Public Warrants issued under the BurTech Warrant Agreement, with each whole warrant exercisable for one share of BurTech Class A Common Stock at an exercise price of $11.50.

​

•

“Business Combination” means the transactions described in the Merger Agreement.

​

•

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

​

•

“Business Days” means any day other than Saturday, Sunday or a day on which banks are closed in New York City, New York.

​

•

“Closing” means the consummation of the Business Combination.

​

•

“Closing Date” means the date on which the Closing occurs.

​

•

“Closing Price” means, for each Trading Day, the closing price (based on such Trading Day) of shares of BurTech Common Stock on the Trading Market, as reported on Nasdaq.com.

​

•

“Code” means the Internal Revenue Code of 1986, as amended.

​

•

“Code of Conduct” means the Code of Business Conduct and Ethics to be adopted by the New Blaize Board and applicable to all of New Blaize’s employees, executive officers and directors.

​

•

“Effective Time” means the time of filing of a certificate of merger with the Secretary of State of the State of Delaware upon consummation of the Merger or such later time as may be agreed by the parties to the Merger Agreement and specified in such certificate of merger.

​

•

“Election of Directors Proposal” means the proposal to elect, effective at the Closing, [•] directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.

​

•

“Employee Stock Purchase Plan Proposal” means the proposal to approve and adopt the employee stock purchase plan established to be effective upon the consummation of the Business Combination.

​

•

“Equity Incentive Plan Proposal” means the proposal to approve and adopt the incentive equity plan established to be effective upon the consummation of the Business Combination.

​

•

“Excess Shares” means the Public Shares held in excess of 15% of the total Public Shares issued which any individual public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), that exceeds 15% of the total Public Shares issued by BurTech; such Excess Shares will be restricted from seeking redemption rights without BurTech’s prior consents.

​

•

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

​

•

“Existing Bylaws” means BurTech’s Bylaws.

​

•

“Existing Charter” means BurTech’s Second Amended and Restated Certificate of Incorporation, dated as of December 13, 2021, as amended on March 10, 2023 and December 11, 2023.

​

•

“Founder Shares” means the shares of BurTech Class B Common Stock originally issued to the Sponsor, which were exchanged into an equal number of shares of BurTech Class A Common Stock on December 11, 2023.

​

 

4

 

•

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

​

•

“Investment Company Act” means the Investment Company Act of 1940, as amended.

​

•

“IPO” means BurTech’s initial public offering of BurTech Units, consummated on December 15, 2021.

​

•

“IPO Promissory Note” means an unsecured promissory note the Sponsor issued to BurTech on May 21, 2021, pursuant to which BurTech may borrow up to an aggregate principal amount of $300,000.

​

•

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 22, 2023, as may be amended from time to time, by and among BurTech, Merger Sub, Blaize and Burkhan (for the limited purposes set forth therein).

​

•

“Merger Consideration” means the number of shares of BurTech Class A Common Stock issuable to the Blaize stockholders and Burkhan or its Affiliates or nominees.

​

•

“Nasdaq Proposal” means the proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of shares of BurTech Class A Common Stock pursuant to the Merger Agreement.

​

•

“New Acquiror Board” means [•].

​

•

“New Blaize” means BurTech immediately following the consummation of the Business Combination and approval of the Proposed Charter.

​

•

“New Blaize Board” means New Blaize’s board of directors following the consummation of the Business Combination and the election of directors pursuant to the Election of Directors Proposal.

​

•

“New Blaize Common Stock” means, following the consummation of the Business Combination and approval of the Proposed Charter, New Blaize’s common stock, par value $0.0001 per share, as authorized under the Proposed Charter.

​

•

“Organizational Documents Proposal” means the proposal to be considered at the special meeting to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the Proposed Charter and Proposed Bylaws of New Blaize as the post-Business Combination company, which, if approved, would take effect substantially concurrently with the Effective Time.

​

•

“Per Company Share Merger Consideration” means that number of shares of BurTech Class A Common Stock equal to the quotient obtained by dividing (a) the Company Base Merger Consideration, by (b) the Aggregate Company Shares.

​

•

“Permitted Withdrawals” means the withdrawals BurTech is allowed to take from the Trust Account for taxes payable, and in the event of the dissolution of BurTech, up to $100,000 of interest to pay dissolution expenses.

​

•

“PIPE” means a private investment in a public equity.

​

•

“Preferred Stock” means BurTech Preferred stock, par value $0.0001 per share.

​

•

“Private Placement” means the sale of the Private Placement Units that occurred simultaneously with the completion of the IPO.

​

•

“Private Placement Investment” means any private placement of shares of BurTech Class A Common Stock or securities exercisable or convertible into shares of BurTech Class A Common Stock, or

​

 

5

 

any other form of investment in or financing of (either directly or indirectly) BurTech, that is consummated in connection with the transactions subject to and in accordance with the terms of the Merger Agreement.

•

“Private Placement Units” means the units sold in the Private Placement to our Sponsor, consisting of BurTech Class A Common Stock and one redeemable warrant to purchase shares of BurTech Class A Common Stock, that occurred simultaneously with the completion of the IPO.

​

•

“Private Placement Warrants” means the redeemable warrants included in the Private Placement Units sold in the Private Placement to our Sponsor, each whole warrant of which is exercisable for one share of BurTech Class A Common Stock, in accordance with its terms.

​

•

“Proposed Bylaws” means the proposed Amended and Restated Bylaws of BurTech, the full text of which is attached to this proxy statement/prospectus as Annex C.

​

•

“Proposed Charter” means the proposed Third Amended and Restated Certificate of Incorporation of BurTech, the full text of which is attached to this proxy statement/prospectus as Annex B.

​

•

“Public Shares” means shares of BurTech Class A Common Stock issued as part of the units sold in the IPO.

​

•

“Public Stockholders” means the holders of shares of BurTech Class A Common Stock.

​

•

“Public Warrants” means the redeemable warrants included in the BurTech Units sold in the IPO, each whole warrant of which is exercisable for one share of BurTech Class A Common Stock, in accordance with its terms.

​

•

“Record Date” means [•], 2024, the record date for the special meeting of BurTech stockholders as described in this proxy statement/prospectus.

​

•

“Requisite Approval” means the written consent or affirmative vote of (i) the holders of a majority of the outstanding shares of Blaize Common Stock and Blaize Preferred Stock, voting together as a single class on an as-converted basis, (ii) the holders of a majority of the outstanding shares of Blaize Preferred Stock, voting together as a single class on an as-converted basis, (iii) the holders of a majority of the outstanding shares of Blaize’s Series C Shadow Preferred Stock, voting together as a separate class, and (iv) the holders of a majority of the outstanding shares of Blaize’s Series D Shadow Stock and Senior Series D Shadow Stock, voting together as a single class on an as-converted basis, in each case, pursuant to the terms and subject to the conditions of the Blaize’s governing documents and applicable law.

​

•

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

​

•

“SEC” means the U.S. Securities and Exchange Commission.

​

•

“Securities Act” means the U.S. Securities Act of 1933, as amended.

​

•

“Sponsor” means BurTech LP LLC, a Delaware limited liability company.

​

•

“Sponsor Support Agreement” means that Sponsor Support Agreement, dated as of December 22, 2023, by and among BurTech, Blaize, and the Sponsor.

​

•

“Company Support Agreement” means that Company Support Agreement, dated as of December 22, 2023, by and among BurTech, Blaize and certain of Blaize’s stockholders.

​

•

“Trading Market” means the stock market on which shares of BurTech Common Stock shall be trading at the time of determination of the Closing Price.

​

•

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Warrants.

​

•

“Underwriting Agreement” means the Underwriting Agreement, dated December 10, 2021, by and among BurTech Acquisition Corp. and EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters, entered into in connection with the IPO, as amended by that certain Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement dated April 26, 2024.

​

 

6

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of BurTech stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to BurTech and Blaize stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers about the Special Meeting of BurTech’s Stockholders and the Related Proposals

Q.   Why am I receiving this proxy statement/prospectus?

A.

BurTech has entered into the Merger Agreement with Blaize and the other parties thereto 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 wholly owned subsidiary of BurTech. A copy of the Merger Agreement and the Amendment to Merger Agreement are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively.

​

BurTech stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the adoption of the Merger Agreement and the Business Combination, among other proposals.

BurTech Units, BurTech Class A Common Stock and the Public Warrants are currently listed on the Nasdaq Global Market, under the symbols “BRKHU,” “BRKH,” and “BRKHW,” respectively. BurTech has applied to continue the listing of New Blaize Common Stock and Public Warrants on the Nasdaq Global Market under the symbol “BAIZ” and “BAIZ.W” upon the Closing. At the Closing, each BurTech Unit will separate into its components consisting of one share of BurTech Class A Common Stock and one redeemable Public Warrant, and therefore there will be no Nasdaq listing of the BurTech Units following the consummation of the Business Combination.

The Sponsor and BurTech’s officers and directors have agreed to (a) vote all of their shares of BurTech Class A Common Stock in favor of the Business Combination, and (b) certain restrictions on their shares of BurTech Common Stock.

Immediately prior to the Effective Time, the Blaize Security Conversion, the Warrant Event and the Burkhan Conversion Event shall have been consummated.

At the Closing, as a result of the Business Combination, (i) each outstanding share of Blaize Common Stock (excluding (x) shares of Blaize Common Stock subject to Blaize RSUs and Blaize Options, (y) shares of Blaize Common Stock held by Blaize as treasury stock, and (z) shares the holders of which perfect rights of appraisal under Delaware law) will be cancelled and automatically converted into the right to receive a number of shares of BurTech Class A Common Stock equal to the quotient obtained by dividing (a) the Company Base Merger Consideration, by (b) the Aggregate Company Shares (the “Exchange Ratio”), (ii) each Blaize Option that is outstanding and unexercised immediately prior to the Effective Time shall automatically be converted into an option to purchase shares of New Blaize Common Stock as set forth in the Merger Agreement, and (iii) each award of Blaize RSUs that is outstanding and unsettled immediately prior to the Effective Time shall automatically be converted into an award of restricted stock units relating to shares of New Blaize Common Stock as set forth in the Merger Agreement.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of BurTech with respect to the BurTech Class A Common Stock issuable in connection with the Business Combination.

Q.   What matters will stockholders consider at the special meeting?

A.

The Business Combination Proposal — a proposal to approve the adoption of the Merger Agreement and the Business Combination.

​

 

7

 

The Organizational Documents Proposal — a proposal to approve and adopt, upon consummation of the Business Combination, the Proposed Charter and the Proposed Bylaws.

The Advisory Organizational Documents Proposals — four proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter and the Proposed Bylaws.

The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of New Blaize at the Closing.

The Equity Incentive Plan Proposal — a proposal to approve and adopt the incentive equity plan of New Blaize, established to be effective upon the Closing of the Business Combination.

The Employee Stock Purchase Plan Proposal — a proposal to approve and adopt the employee stock purchase plan of New Blaize, established to be effective upon the Closing of the Business Combination.

The Nasdaq Proposal — a proposal to approve, for purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of BurTech Class A Common Stock pursuant to the Merger Agreement in connection with the Business Combination.

The Adjournment Proposal — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.

Q.   What vote is required to approve the proposals presented at the special meeting?

A.

The approval of the Organizational Documents Proposal requires the affirmative vote (in person or by proxy) of the majority of the issued and outstanding shares of each of the BurTech Class A Common Stock and BurTech Class B Common Stock, voting separately, as well as the vote of a majority of the issued and outstanding shares of BurTech Class A Common Stock and BurTech Class B Common Stock, voting together as a single class. Accordingly, a BurTech stockholder’s failure to vote by proxy or to vote in person online at the special meeting, an abstention from voting or a broker non-vote will have the same effect as a vote against the Organizational Documents Proposals.

​

The approval of the Business Combination Proposal, the Advisory Organizational Documents Proposals, Equity Incentive Plan Proposal, Employee Stock Purchase Plan Proposal, Nasdaq Proposal and Adjournment Proposal require the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of BurTech Common Stock, voting together as a single class, that are cast thereon at the special meeting. Accordingly, a BurTech stockholder’s failure to vote by proxy or to vote in person online at the special meeting, an abstention from voting or a broker non-vote will have no effect on the outcome of any vote on these Proposals.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the shares of BurTech Common Stock, voting together as a single class, that are cast thereon at the special meeting. Accordingly, a BurTech stockholder’s failure to vote by proxy or to vote in person online at the special meeting, an abstention from voting or a broker non-vote will have no effect on the outcome of any vote on the Election of Directors Proposal.

Pursuant to the Merger Agreement, the Business Combination is conditioned upon the approval of the requisite number of shares of BurTech to approve and adopt the Merger Agreement and the Business Combination and to approve the other proposals as described in this proxy statement/prospectus. The Business Combination is not structured in a way so that approval of at least a majority of unaffiliated BurTech stockholders is required.

In accordance with the Sponsor Support Agreement, entered into concurrently with the execution of the Merger Agreement, holders of 10,385,750 shares of BurTech Class A Common Stock (or 68.5% of the outstanding shares of BurTech Common Stock as of June 30, 2024) have agreed to vote in favor of each of the proposals, subject to certain customary conditions. As a result of such agreement, we do

 

8

 

not need the affirmative vote of any of the holders of the remaining shares of BurTech Class A Common Stock held by the Public Stockholders as of the record date to approve the Organizational Documents Proposal, each of the Advisory Organizational Documents Proposals, Business Combination Proposal, Equity Incentive Plan Proposal, Employee Stock Purchase Plan Proposal, Nasdaq Proposal, Adjournment Proposal and each director nominee pursuant to the Election of Directors Proposal.

Q.   Are any of the proposals conditioned on one another?

A.

The Organizational Documents Proposal, Advisory Organizational Documents Proposals, Election of Directors Proposal, Equity Incentive Plan Proposal and Employee Stock Purchase Plan Proposal are all conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal. The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal is conditioned on the approval of the Nasdaq Proposal and the Organizational Documents Proposal. The Adjournment Proposal does not require the approval of any other proposal to be effective.

​

It is important for you to note that in the event that the Business Combination Proposal is not approved, then BurTech will not consummate the Business Combination. If BurTech does not consummate the Business Combination and fails to complete an initial business combination by December 15, 2024 (the “Extension Deadline”), then BurTech will be required to dissolve and liquidate.

Q.   What will happen upon the consummation of the Business Combination?

A.

On the Closing Date, Merger Sub will be merged with and into Blaize, with Blaize surviving the Merger as a wholly owned subsidiary of BurTech. The Merger will have the effects specified under Delaware law. At the Closing, as a result of the Business Combination, (i) each outstanding share of Blaize Common Stock (excluding (x) shares of Blaize Common Stock subject to Blaize RSUs and Blaize Options, (y) shares of Blaize Common Stock held by Blaize as treasury stock, and (z) shares the holders of which perfect rights of appraisal under Delaware law) will be cancelled and automatically converted into the right to receive a number of shares of BurTech Class A Common Stock equal to the Exchange Ratio, (ii) each Blaize Option that is outstanding and unexercised immediately prior to the Effective Time shall automatically be converted into an option to purchase shares of New Blaize Common Stock as set forth in the Merger Agreement, and (iii) each award of Blaize RSUs that is outstanding and unsettled immediately prior to the Effective Time shall automatically be converted into an award of restricted stock units relating to shares of New Blaize Common Stock as set forth in the Merger Agreement. Following the consummation of the Business Combination and upon effectiveness of the Proposed Charter, all outstanding shares of BurTech Class A Common Stock will be reclassified as shares of New Blaize Common Stock on a one-to-one basis.

​

Q.   Why is BurTech proposing the Business Combination Proposal?

A.

BurTech was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. BurTech is not limited to any particular industry or sector.

​

BurTech received net proceeds of $291,812,500 from its IPO (including from the exercise by the underwriters of their over-allotment option) and sale of the Private Placement Units, which was placed into the Trust Account immediately following the IPO. In accordance with the Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question “What happens to the funds held in the Trust Account upon consummation of the Business Combination?” below.

As of June 30, 2024, there were 15,162,663 shares of BurTech Class A Common Stock issued and outstanding. In addition, as of June 30, 2024, there were 29,648,250 BurTech Warrants issued and outstanding, consisting of 28,750,000 Public Warrants and 898,250 Private Placement Warrants. Each whole BurTech Warrant entitles the holder thereof to purchase one share of BurTech Class A Common Stock at a price of $11.50 per share. The BurTech Warrants will become exercisable 30 days after the

 

9

 

completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation.

Under the Existing Charter, BurTech must provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of BurTech’s initial business combination in conjunction with a stockholder vote.

Q.   Who is Blaize?

A.

Blaize is an innovative semiconductor and software technology company dedicated to revolutionizing the world of AI. Blaize provides artificial intelligence (“AI”) accelerated computing solutions for the edge. Blaize’s mission is to enable enterprises to harness the power of AI at the edge, delivering real-time insights and decision-making capabilities with compelling speed and efficiency. With Blaize’s innovative hardware and software solutions, Blaize believes that they are at the forefront of transforming industries and unlocking new possibilities in an increasingly connected and data-driven world.

​

Q.   What equity stake will current BurTech stockholders and Blaize stockholders have in New Blaize?

A.

It is anticipated that, upon the completion of the Business Combination, the ownership of New Blaize will be as follows:

​

•

current Blaize stockholders, including all current note holders, except for the Final Closing Lenders, will own 65,381,686 shares of New Blaize Common Stock, representing 59.8% of the total shares outstanding under the no redemption scenario, 60.7% of the total shares outstanding under the 50% of maximum redemption scenario and 60.5% of the total shares outstanding under the maximum redemption scenario;

​

•

Under the no redemption scenario, current BurTech Public Stockholders will own 4,345,663 shares of New Blaize Common Stock, representing 4.0% of the total shares outstanding, under the 50% of maximum redemption scenario, current BurTech stockholders will own 2,172,832 shares of New Blaize Common Stock, representing 2.0% of the total shares outstanding and under the maximum redemption scenario, current BurTech stockholders will own no shares of New Blaize Common Stock, representing 0.0% of the total shares outstanding; and

​

•

affiliates of our Sponsor and related parties will own 14,027,388 shares of New Blaize Common Stock, representing 12.8% of the total shares outstanding under the no redemption scenario, 14,538,096 shares of New Blaize Common Stock, representing 13.5% of the total shares outstanding under the 50% of maximum redemption scenario, and 17,027,388 shares of New Blaize Common Stock representing 15.8% of the total shares outstanding under the maximum redemption scenario; and

​

•

the Final Closing Lenders will own 25,181,681 shares of New Blaize Common Stock, representing 23.0% of the total shares outstanding under the no redemption scenario, 23.4% of the total shares outstanding under the 50% of maximum redemption scenario and 23.3% of the total shares outstanding under the maximum redemption scenario.

​

The numbers of shares and percentage interests set forth above (i) reflect different redemption scenarios laid out below, (ii) assumes an Exchange Ratio equal to 0.948, and (iii) are calculated based on the capitalization of Blaize and BurTech as of [•], 2024.

No redemption scenario:   This presentation assumes that no Public Stockholders exercise redemption rights with respect to their Public Shares.

50% of maximum redemption scenario:   This presentation assumes that half of the current Public Stockholders holding approximately 50% of the Public Shares exercise redemption rights with respect to their Public Shares. This scenario assumes that 2,172,832 Public Shares are redeemed for an aggregate redemption payment of approximately $24.4 million. This 50% of maximum redemption scenario assumes 50% of the maximum redemption as defined below.

Maximum redemption scenario:   This presentation assumes that the Public Stockholders holding approximately 100% of the current Public Shares exercise redemption rights with respect to their Public

 

10

 

Shares. This scenario assumes that 4,345,663 Public Shares are redeemed for an aggregate redemption payment of approximately $48.9 million. This maximum redemption scenario is based on a minimum cash condition of $125 million at the Closing of the Business Combination, consisting of Trust Account funds, certain private placement and financing proceeds and the amount contributed by or on behalf of the Sponsor pursuant to the Backstop Agreement, less transaction expenses and the aggregate amount of cash proceeds that will be required to satisfy the redemption of the Public Shares (the “Minimum Cash Condition”).

For the ownership percentages presented above, the ownership percentages with respect to New Blaize do not take into account (i) the issuance of any additional shares upon the closing of the Business Combination under the Incentive Award Plan or ESPP, (ii) any exercise of Public Warrants or Private Placement Warrants to purchase New Blaize Common Stock that will be outstanding immediately following the Effective Time, or (iii) any shares of New Blaize Common Stock covered by Blaize Awards that will be held by current equityholders of Blaize immediately following the Effective Time. The presentation set forth above also does not give effect to any performance vesting provisions applicable to any of the BurTech Class B Common Stock. The numbers of shares and percentage interests set forth above have been presented for illustrative purposes only and do not necessarily reflect what New Blaize’s share ownership will be upon completion of the Business Combination. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Q.   Who will be the officers and directors of BurTech if the Business Combination is consummated?

A.

Immediately following the consummation of the Business Combination, the New Blaize Board will be comprised of nine members, including two individuals to be designated by Blaize, two individuals to be designated by the Sponsor, and five individuals will be independent directors, designated by Blaize. Blaize agrees to consult, in good faith, with BurTech regarding the determination of the independent directors. Immediately following the consummation of the Business Combination, we expect that the executive officers of New Blaize will be: Dinakar Munagala (Chief Executive Officer), Harminder Sehmi (Chief Financial Officer) and Dmitry Zakharchenko (Vice President of R&D and Product Development).

​

Q.   What conditions must be satisfied to complete the Business Combination?

A.

There are a number of closing conditions in the Merger Agreement, including that BurTech’s stockholders have approved and adopted the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to Closing of the Merger Agreement.”

​

Q.   What happens if I sell my shares of BurTech Class A Common Stock before the special meeting?

A.

The Record Date for the special meeting will be earlier than the date the Business Combination is expected to be completed. If you transfer your shares of BurTech Class A Common Stock after the Record Date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting.

​

Q.   Do Blaize’s stockholders need to approve the Business Combination?

​

A.

Yes. Shortly following the execution of the Merger Agreement, Blaize and the holders of Blaize Capital Stock holding a majority of the shares of Blaize Common Stock and Blaize Preferred Stock (on an as converted to Blaize Common Stock basis) outstanding as of the date of the Merger Agreement entered into the Company Support Agreement, pursuant to which, among other things and subject to the terms and conditions therein, such Blaize stockholders agreed to vote or provide their written consent with respect to all Blaize Common Stock beneficially owned by such stockholders in favor of adoption and approval of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement, including the Business Combination, and, among other things, not to (a) transfer any of their Blaize Common Stock (or enter into any arrangement with respect thereto) or (b) enter into any agreement, or amend or modify any existing agreement, that would restrict, limit or interfere with

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11

 

the Company Support Agreement. Collectively, as of June 30, 2024, the Blaize stockholders who had previously entered into the Company Support Agreement held approximately [•]% of the outstanding shares of Blaize Capital Stock. For further information, please see the section entitled “Certain Agreements Related to the Business Combination — Company Support Agreement.”

Q.

May BurTech or BurTech’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

​

A.

On April 22, 2024, the Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with BurTech and Blaize. Pursuant to the Backstop Subscription Agreement, in the event that the amount of cash in BurTech’s trust account following redemptions and before payment of expenses (the “Trust Amount”) is less than $30,000,000, the Sponsor shall purchase, prior to or substantially concurrently with the closing of the Business Combination, a number of shares of BurTech Class A Common Stock equal to the quotient of (a) the difference of (x) $30,000,000 minus (y) the Trust Amount divided by (b) $10.00, at a per share purchase price of $10.00 per share. In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor and the BurTech Board, officers, advisors or their affiliates may further, without the prior written consent of Blaize, privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed for a per share pro rata portion of the Trust Account. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Sponsor or BurTech’s directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to BurTech for use in the Business Combination.

​

Q.   How many votes do I have at the special meeting?

A.

BurTech’s stockholders are entitled to one vote at the special meeting for each share of BurTech Class A Common Stock or BurTech Class B Common Stock held of record as of the Record Date. As of the close of business on the Record Date, there were 15,162,663 shares of BurTech Class A Common Stock outstanding and no shares of BurTech Class B Common Stock outstanding.

​

Q.   What interests do BurTech’s current officers and directors have in the Business Combination?

A.

The BurTech Board and executive officers may have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. The BurTech Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in making their recommendation that you vote in favor of the approval of the Business Combination and the transactions contemplated thereby. These interests were considered by the BurTech Board when it approved the Business Combination. For further information, please see the section entitled “The Business Combination —  Interests of Sponsor Related Parties in the Business Combination and Related Financing.”

​

Q.   What happens if the Business Combination Proposal is not approved?

A.

If the Business Combination Proposal is not approved and BurTech does not consummate the Business Combination and fails to complete an initial business combination by the Extension Deadline or amend its Existing Charter to extend the date by which BurTech must consummate an initial business combination, then BurTech will be required to dissolve and liquidate the Trust Account.

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12

 

Q.   Do I have redemption rights?

A.

If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to your pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO, as of two business days prior to the consummation of the Business Combination, including interest not previously released to BurTech to pay its taxes, upon the consummation of the Business Combination. The per share amount BurTech will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions BurTech will pay to the underwriters of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. Our Sponsor has agreed to waive its redemption rights with respect to their shares of BurTech Class A Common Stock and any Public Shares that it may have acquired during or after the IPO in connection with the completion of BurTech’s initial business combination. The shares of BurTech Class A Common Stock will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $48.9 million on June 30, 2024, the estimated per share redemption price would have been approximately $11.25. This is greater than the $10.00 IPO price of BurTech Units. Additionally, Public Shares properly tendered for redemption will only be redeemed if the business Combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of Permitted Withdrawals) in connection with the liquidation of the Trust Account. If the Business Combination is not consummated, BurTech may enter into an alternative business combination and close such transaction by the Extension Deadline.

​

Q.   Is there a limit on the number of shares I may redeem?

A.

A Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Stockholder who holds less than 15% of the Public Shares may redeem all of the Public Shares held by him or her for cash.

​

Q.   Will how I vote affect my ability to exercise redemption rights?

A.

No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid Trading Market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

​

Q.   How do I exercise my redemption rights?

A.

In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on [•], 2024 (two business days before the special meeting), (i) submit a written request to BurTech’s transfer agent that BurTech redeem your Public Shares for cash and (ii) deliver your stock to BurTech’s transfer agent physically or electronically through The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, BurTech’s transfer agent, is listed under the question “Who can help answer my questions?” below. BurTech requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

​

A physical stock certificate will not be needed if your stock is delivered to BurTech’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and BurTech’s transfer agent will need to act to facilitate the request. It is BurTech’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because BurTech does not have any control over this process or over

 

13

 

the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with BurTech’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to BurTech’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that BurTech’s transfer agent return the shares (physically or electronically). You may make such request by contacting BurTech’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q.   What are the U.S. federal income tax consequences of exercising my redemption rights?

A.

We expect that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations for BurTech, Holders of BurTech Class A Common Stock and Holders of New Blaize Common Stock”) that exercises its redemption rights to receive cash from the trust account in exchange for its shares of Class A Common Stock will generally be treated as selling such shares of Class A Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of shares of Class A Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants) prior to and following the redemption. For a more detailed discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Material U.S. Federal Income Tax Considerations for BurTech, Holders of BurTech Class A Common Stock and Holders of New Blaize Common Stock — U.S. Federal Income Tax Considerations of a Redemption of BurTech Public Shares.”

​

Q. What are the U.S. federal income tax consequences of the Merger?

​

A.

Blaize and BurTech intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, Latham & Watkins LLP intends to deliver an opinion to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of each of Blaize and BurTech to complete the Merger, however, are not conditioned on the receipt of any such opinion.

​

If the Merger qualifies as a reorganization, then BurTech, holders of BurTech Common Stock, Blaize and holders of Blaize Common Stock should not recognize gain or loss as a result of the exchange, pursuant to the Merger, of Blaize Common Stock for shares of New Blaize Common Stock and the Earnout Right (as defined in “Material U.S. Federal Income Tax Consequences of the Merger to Blaize and Holders of Blaize Common Stock”) other than income, if any, with respect to imputed interest. For a more detailed discussion of the U.S. federal income tax consequences of the Merger, see “Material U.S. Federal Income Tax Considerations for BurTech, Holders of BurTech Class A Common Stock and Holders of New Blaize Common Stock — Tax Considerations of the Merger” and “Material U.S. Federal Income Tax Consequences of the Merger to Blaize and Holders of Blaize Common Stock.”

Q.

How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any Public Warrant holders post-initial business combination?

​

A.

The Public Warrants are identical to the Private Placement Warrants in material terms and provisions, except that the Private Placement Warrants cannot be transferred, assigned or sold until 30 days after the initial business combination (except in limited circumstances). Pursuant to the Underwriting Agreement, the Sponsor and its permitted transferees agreed not to transfer, assign or sell any of the Private Placement Warrants, including the BurTech Class A Common Stock issuable upon exercise of the warrants, until 30 days after the Business Combination.

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14

 

Following the Business Combination, we may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless. We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Public Warrant, provided that the last reported sales price of BurTech Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the BurTech Class A Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to those shares of BurTech Class A Common Stock is available throughout the 30-day redemption period. If and when the Public Warrants become redeemable by us, we may not exercise our redemption right if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. At our election, any such exercise may be required to be on a cashless basis, which would lessen the dilutive effect of a warrant redemption.

Historical trading prices for shares of BurTech Class A Common Stock have varied between a low of approximately $[•] per share on [•] to a high of approximately $[•] per share on [•], but [have not] approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the Public Warrants would become redeemable). In the event that BurTech elects to redeem all of the redeemable warrants as described above, BurTech will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.

Q.

If I hold BurTech Warrants, can I exercise redemption rights with respect to my warrants?

​

A.

No. There are no redemption rights with respect to the BurTech Warrants.

​

Q.

Do I have appraisal rights if I object to the proposed Business Combination?

​

A.

No. There are no appraisal rights available to holders of shares of BurTech Common Stock or BurTech Warrants in connection with the Business Combination under the DGCL.

​

Q.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

​

A.

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) BurTech stockholders who properly exercise their redemption rights and (ii) expenses incurred by Blaize and BurTech in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of New Blaize following the Business Combination.

​

Q.

What happens if a substantial number of stockholders vote in favor of the Business Combination Proposal and exercise redemption rights?

​

A.

Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights and are not required to vote in any way to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shares are substantially reduced as a result of redemptions by Public

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15

 

Stockholders (however, pursuant to the Existing Charter, BurTech must have at least $5,000,001 of net tangible assets upon consummation of the Business Combination). Also, with fewer Public Shares and Public Stockholders, the Trading Markets for BurTech Class A Common Stock following the closing of the Business Combination may be less liquid than the market for BurTech Class A Common Stock was prior to the Business Combination and New Blaize may not be able to meet the listing standards of a national securities exchange, including Nasdaq. In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New Blaize’s business will be reduced and New Blaize may not be able to achieve its business plans. In addition, without additional funds from a PIPE transaction in connection with the closing of the Business Combination, it is possible that a maximum redemption scenario would result in a cash deficit, in which event the parties would need to find additional sources of funding in order for the Business Combination to become effective.

The table below presents the Trust Account value per share to a Public Stockholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share includes the per share cost of the deferred underwriting commission of $1,500,000.

(1)

This scenario assumes that an additional 4,345,663 shares of BurTech Class A Common Stock are redeemed in connection with the Business Combination for an aggregate payment of $48.9 million from the Trust Account based on an approximate redemption price of $11.25 per share (based on the aggregate amount on deposit in the Trust Account as of June 30, 2024). This scenario reflects the maximum number of shares that could be redeemed while satisfying the condition that BurTech have at least $5,000,001 net tangible assets after redemptions pursuant to the Existing Charter.

​

(2)

The redemptions and deferred underwriting commissions exceed the amount held in Trust Account. Furthermore, to the extent that holders of shares of BurTech Class A Common Stock redeem their shares in connection with the Business Combination, their Public Warrants will remain issued and outstanding notwithstanding the redemption of their shares of BurTech Class A Common Stock. The Sponsor holds an aggregate of 898,250 Private Placement Warrants. Following the consummation of the Business Combination, all of BurTech’s outstanding warrants will become warrants to acquire shares of New Blaize Common Stock on the same terms as BurTech’s currently outstanding warrants.

​

For information on the relative ownership levels of holders of outstanding shares of New Blaize Common Stock following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of shares of New Blaize Common Stock following the Business Combination under varying redemption scenarios, see the section entitled “The Business Combination — Ownership of New Blaize After the Closing.”

 

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Q.

What happens if the Business Combination is not consummated?

​

A.

There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

​

If, as a result of the termination of the Merger Agreement or otherwise, BurTech is unable to complete a business combination by the Extension Deadline, the Existing Charter provides that BurTech will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to BurTech to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the BurTech Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to BurTech’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the BurTech Warrants, which will expire worthless if BurTech fails to complete a business combination by the Extension Deadline. See the sections entitled “Risk Factors — BurTech may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate, in which case the Public Stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and the Public Warrants will expire worthless” and “Risk Factors — BurTech stockholders may be held liable for claims by third parties against BurTech to the extent of distributions received by them upon redemption of their shares.” Our Sponsor has waived any right to any liquidation distribution with respect to the BurTech Class A Common Stock.

Q.

When is the Business Combination expected to be completed?

​

A.

It is currently anticipated that the Business Combination will be consummated promptly following the special meeting, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

​

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Merger Agreement — Conditions to Closing of the Merger Agreement.”

Q.

Are there risks of going public through the Business Combination rather than a traditional underwritten initial public offering?

​

A.

Yes. BurTech intends to apply to list the New Blaize Stock and warrants on Nasdaq, but the Business Combination is different from a traditional underwritten initial public offering. Among other things, there is no independent third-party underwriter selling the shares of New Blaize Common Stock, and, accordingly, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Blaize pursued an underwritten initial public offering. Before entering into the Merger Agreement, BurTech and Blaize performed a due diligence review of each other’s business, operations and disclosure. However, in a typical initial public offering, the underwriters of the offering conduct independent due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability under Section 11 of the Securities Act to private investors for any material misstatements or omissions in the registration statement. Due diligence reviews typically include an independent investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents, assessment of significant risks of the business operations, and independent analysis of the plan of business and any underlying financial assumptions. The lack of an independent due diligence review and investigation means that you must rely on the information included in this proxy statement/prospectus. Further, while

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17

 

potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any such material misstatements or omissions, there are no third-party underwriters of New Blaize Common Stock that will be issued pursuant to the Business Combination, and therefore no corresponding right of action is available to investors in the Business Combination against any such third parties, including any financial advisors of Blaize and BurTech, for any material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing Date, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of New Blaize Common Stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of New Blaize Common Stock or helping to stabilize, maintain or affect the public price of New Blaize Common Stock following the Closing Date. Moreover, we will not engage in, and have not and will not, directly or indirectly, request any financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with New Blaize Common Stock that will be outstanding immediately following the Closing Date. All of these differences from an underwritten public offering of Blaize’s securities could result in a more volatile price for New Blaize Common Stock following the Closing Date.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-closing trading of New Blaize Common Stock on Nasdaq. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to New Blaize Common Stock or sufficient demand among potential investors immediately after the Closing Date, which could result in a more volatile price for New Blaize Common Stock.

In addition, our initial stockholders, including our Sponsor, have interests in the Business Combination that are different from or are in addition to our stockholders and that would not be present in an underwritten public offering of Blaize’s securities. Such interests may have influenced our Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. These actual or potential conflicts of interest are, to the extent material, described in the section entitled “Proposal No. 1 — The Business Combination Proposal —  Interests of Sponsor Related Parties in the Business Combination and Related Financing” and “Proposal No. 1 — The Business Combination Proposal — Interests of Blaize Directors and Executive Officers in the Business Combination” beginning on page 121 of this proxy statement/prospectus.

Accordingly, as an investor in the Business Combination, you may be exposed to increased risk when compared to investing in a traditional underwritten initial public offering.

Q.

What do I need to do now?

​

A.

You are urged to carefully read and consider the information contained in this proxy statement/​prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

​

Q.

When and where is the special meeting?

​

A.

The special meeting will take place on [•], 2024, at [•]:00 [•].m. Eastern Time and conducted exclusively

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18

 

over the Internet by means of a live video webcast, or such other date, time and place to which such meeting may be adjourned or postponed, for the purposes set forth in the accompanying notice. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. You may attend the live video webcast of the meeting by accessing the web portal located at [•] and following the instructions set forth on your proxy card. Stockholders participating in the meeting will be able to listen only and will not be able to speak during the webcast. However, in order to maintain the interactive nature of the meeting, virtual attendees will be able to: vote via the web portal during the meeting webcast; and submit questions or comments to BurTech’s directors and officers during the meeting via the meeting webcast. Stockholders may submit questions or comments during the meeting through the webcast by typing in the “Submit a question” box.

Q.

Who may vote?

​

A.

Only holders of record of BurTech Common Stock as of the close of business on the Record Date may vote. Please see the section entitled “Special Meeting of BurTech Stockholders — Record Date and Voting” for further information.

​

Q.

How do I vote?

​

A.

You may vote with respect to the applicable proposals in person online at the special meeting, by internet, by phone, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you choose to vote by internet, visit http://www.[•], 24 hours a day, seven days a week, until 11:59 p.m., Eastern time, on [•], 2024 (have your proxy card in hand when you visit the website). If you choose to vote by phone, call toll-free (within the U.S. or Canada) 1-[•] (have your proxy card in hand when you call). If you choose to participate in the special meeting, you can vote your shares electronically during the special meeting via live webcast by visiting [•]. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. BurTech recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts.

​

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting in person online. However, since you are not the stockholder of record, you may not vote your shares in person online at the special meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to Continental Stock Transfer & Trust Company (“CST”) at proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued [a 12-digit meeting control number] that will allow them to register to attend and participate in the special meeting. Beneficial owners who wish to attend the special meeting in person online should contact CST no later than [•], 2024 to obtain this information.

Q.

Are there risks associated with the Business Combination that I should consider in deciding how to vote?

​

A.

Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Merger Agreement that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page [•] of this proxy statement/prospectus.

​

Q.

What will happen if I abstain from voting or fail to instruct my bank, brokerage firm or nominee to vote at the special meeting?

​

A.

At the special meeting, BurTech will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against the Organizational Documents Proposal, and will have no effect on any of the other proposals.

​

 

19

 

Q.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

​

A.

Signed and dated proxies received by BurTech without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

​

Q.

How can I attend the special meeting?

​

A.

You may attend the special meeting and vote your shares in person online during the special meeting via live webcast by visiting https://[•]. As a registered stockholder, you received a proxy card from CST, which contains instructions on how to attend the special meeting in person online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the special meeting. If you do not have your 12-digit meeting control number, contact CST at [917-262-2373] or e-mail CST at [proxy@continentalstock.com]. Please note that you will not be able to physically attend the special meeting in person, but may attend the special meeting in person online by following the instructions below.

​

You can pre-register to attend the special meeting in person online starting [•], 2024. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the special meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the special meeting. BurTech recommends that you log in at least 15 minutes before the special meeting to ensure you are logged in when the special meeting starts.

If your shares are held in “street name,” you may attend the special meeting. You will need to contact CST at the number or email address above, to receive a 12-digit meeting control number and gain access to the special meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the special meeting for processing your 12-digit meeting control number.

If you do not have Internet capabilities, you can listen only to the special meeting by dialing [•], when prompted enter the pin # [•]. This is listening only; you will not be able to vote or enter questions during the special meeting.

Q.

Do I need to attend the special meeting in person online to vote my shares?

​

A.

No. You are invited to attend the special meeting in person online to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting in person online to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. BurTech encourages you to vote as soon as possible after carefully reading this proxy statement/​prospectus.

​

Q.

If I am not going to attend the special meeting in person online, should I return my proxy card instead?

​

A.

Yes. After carefully reading and considering the information contained in this proxy statement/​prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

​

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

​

A.

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the BurTech Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting. Your bank, broker, or other nominee can

​

 

20

 

vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination unless the holder of these shares properly follows the procedures for redemption described in this proxy statement/prospectus with respect to these shares.

Q.

May I change my vote after I have mailed my signed proxy card?

​

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to BurTech’s Secretary at the address listed below prior to the vote at the special meeting, or attend the special meeting and vote in person online. You also may revoke your proxy by sending a notice of revocation to BurTech’s Secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

​

Q.

What should I do if I receive more than one set of voting materials?

​

A.

You may receive more than one set of voting materials, including multiple copies of this proxy statement/​prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

​

Q.

What is the quorum requirement for the special meeting?

​

A.

A quorum will be present at the special meeting if a majority of the BurTech Common Stock outstanding and entitled to vote at the special meeting is represented in person online or by proxy. Based on the number of shares outstanding and entitled to vote as of the Record Date, [•] shares of BurTech Common Stock will be required to be present at the special meeting to achieve a quorum.

​

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person online at the special meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present in person online at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

Q.

What happens to the BurTech Warrants I hold if I vote my shares of BurTech Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

​

A.

Properly exercising your redemption rights as a BurTech stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your BurTech Warrants, and if BurTech does not otherwise consummate an initial business combination by the Extension Deadline or obtain the approval of BurTech stockholders to extend the deadline for BurTech to consummate an initial business combination, BurTech will be required to dissolve and liquidate, and your BurTech Warrants will expire worthless.

​

Q.

Following the Business Combination, will BurTech securities continue to trade on a stock exchange?

​

A.

Yes. We anticipate that, following the Business Combination, New Blaize Common Stock and Public Warrants will continue trading on Nasdaq under the new symbols “BAIZ” and “BAIZ.W,” respectively. The BurTech Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

​

Q.

How does the Sponsor intend to vote on the proposals?

​

A.

Our Sponsor, directors and officers have agreed to vote any shares of BurTech Common Stock owned

​

 

21

 

by them in favor of the Business Combination, including their shares of BurTech Class A Common Stock and any Public Shares purchased after our IPO (including in open market and privately negotiated transactions). As of the Record Date, our Sponsor, and certain current and former officers and directors beneficially own an aggregate of [•]% of the outstanding shares of BurTech Common Stock.

Q.

Who will solicit and pay the cost of soliciting proxies?

​

A.

BurTech will pay the cost of soliciting proxies for the special meeting. BurTech has engaged [•] (“[•]”) to assist in the solicitation of proxies for the special meeting. BurTech has agreed to pay [•] a fee of up to $[•] in connection with the Business Combination. BurTech will reimburse [•] for reasonable out-of-pocket expenses and will indemnify [•] and its affiliates against certain claims, liabilities, losses, damages and expenses. BurTech will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. BurTech’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

​

Q.

Who can help answer my questions?

​

A.

If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:

​

[Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com]

You may also contact BurTech at:
BurTech Acquisition Corp.
1300 Pennsylvania Ave NW, Suite 700
Washington, DC 20004
Attention: [•]
E-mail: [•]

To obtain timely delivery, BurTech’s stockholders and warrant holders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about BurTech from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to BurTech’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: spacredemptions@continentalstock.com

 

22

 

 

24

 

25

 

​

26

 

27

 

​

​

​

Assuming No Redemptions(1)

​

​

Assuming 50% Redemptions(1)

​

​

Assuming Maximum Redemptions(1)

​

​

​

​

Number of Shares

​

​

Percentage Ownership

​

​

Number of Shares

​

​

Percentage Ownership

​

​

Number of Shares

​

​

Percentage Ownership

​

Blaize Stockholders(2)

​

​

​

​

65,381,686

​

​

​

​

​

59.8%

​

​

​

​

​

65,381,686

​

​

​

​

​

60.7%

​

​

​

​

​

65,381,686

​

​

​

​

​

60.5%

​

​

BurTech Public Stockholders(3)

​

​

​

​

4,345,663

​

​

​

​

​

4.0%

​

​

​

​

​

2,172,832

​

​

​

​

​

2.0%

​

​

​

​

​

—

​

​

​

​

​

0.0%

​

​

Sponsor and related parties(4)

​

​

​

​

14,027,388

​

​

​

​

​

12.8%

​

​

​

​

​

14,538,096

​

​

​

​

​

13.5%

​

​

​

​

​

17,027,388

​

​

​

​

​

15.8%

​

​

Final Closing Lenders(5)

​

​

​

​

25,181,681

​

​

​

​

​

23.0%

​

​

​

​

​

25,181,681

​

​

​

​

​

23.4%

​

​

​

​

​

25,181,681

​

​

​

​

​

23.3%

​

​

Other(6)

​

​

​

​

431,250

​

​

​

​

​

0.4%

​

​

​

​

​

431,250

​

​

​

​

​

0.4%

​

​

​

​

​

431,250

​

​

​

​

​

0.4%

​

​

Total shares at Closing

​

​

​

​

109,367,668

​

​

​

​

​

100.0%

​

​

​

​

​

107,750,545

​

​

​

​

​

100.0%

​

​

​

​

​

108,022,005

​

​

​

​

​

100.0%

​

​

​

​

28

 

Dilution

Dilution per share to the original investors in BurTech is determined by subtracting pro forma as adjusted net tangible book value per share after the Business Combination from the initial public offering price per share paid by original investors in BurTech as set forth as follows under the three redemption scenarios:

​

​

​

Assuming No Redemptions

​

​

Assuming 50% Redemptions

​

​

Assuming Maximum Redemptions

​

Initial public offering price per share of Burtech

​

​

​

$

10.00

​

​

​

​

$

10.00

​

​

​

​

$

10.00

​

​

Pro forma net tangible book value per share as of June 30, 2024, as adjusted(1)

​

​

​

​

0.07

​

​

​

​

​

(0.10)

​

​

​

​

​

(0.10)

​

​

Difference between initial public offering price of BurTech and pro forma net tangible book value per share, as adjusted

​

​

​

$

9.93

​

​

​

​

$

9.90

​

​

​

​

$

9.90

​

​

​

(1)

Calculation of Pro Forma net tangible book value is as follows:

​

​

Pro forma net tangible book value of New Blaize at June 30, 2024(2)

​

​

​

​

8,012

​

​

​

​

​

(10,874)

​

​

​

​

​

(10,874)

​

​

​

Pro forma outstanding shares of New Blaize

​

​

​

​

109,367,668

​

​

​

​

​

107,750,545

​

​

​

​

​

108,022,005

​

​

​

Pro forma net tangible book value per share as of June 30, 2024, as adjusted

​

​

​

$

0.07

​

​

​

​

$

(0.10)

​

​

​

​

$

(0.10)

​

​

29

 

​

​

​

Assuming No Redemptions

​

​

Assuming 50% Redemptions

​

​

Assuming Maximum Redemptions

​

New Blaize Stock Options and RSUs

​

​

​

​

20,088,700

​

​

​

​

​

20,088,700

​

​

​

​

​

20,088,700

​

​

Earnout Shares

​

​

​

​

17,600,000

​

​

​

​

​

17,600,000

​

​

​

​

​

17,600,000

​

​

Public Warrants

​

​

​

​

28,750,000

​

​

​

​

​

28,750,000

​

​

​

​

​

28,750,000

​

​

Private Warrants

​

​

​

​

898,250

​

​

​

​

​

898,250

​

​

​

​

​

898,250

​

​

Total

​

​

​

​

67,336,950

​

​

​

​

​

67,336,950

​

​

​

​

​

67,336,950

​

​

30

 

31

 

32

 

33

 

34

 

Underwriting Agreement Amendment

On April 26, 2024, BurTech and the Representative entered into an amendment to the Underwriting Agreement, pursuant to that certain Satisfaction and Discharge of Indebtedness Pursuant to Underwriting Agreement Dated December 10 2021 (the “Underwriting Agreement Amendment”). The Underwriting Agreement Amendment provides, among other things, that in lieu of BurTech tendering the full amount of the deferred underwriting commission of $10,062,500, the Representative accepts cash of an aggregate sum of $1,500,000, payable at the Closing, in full and final payment and satisfaction of the deferred underwriting commission (the “Cash Payment”). Upon delivery of the Cash Payment in accordance with terms of the Underwriting Agreement Amendment, any obligations pursuant to the Underwriting Agreement for BurTech to deliver the deferred underwriting commission to the Representative shall be automatically discharged and satisfied.

Summary of Material Financing Transactions

In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of BurTech’s officers and directors may, but are not obligated to, loan BurTech funds as may be required (“Working Capital Loans”). If BurTech completes an initial business combination, BurTech would repay the Working Capital Loans out of the proceeds of the Trust Account released to BurTech. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an initial business combination does not close, BurTech may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units, at a price of $10.00 per unit, upon consummation of the initial business combination. The units would be identical to the Private Placement Units that the Sponsor purchased on December 15, 2021. As of June 30, 2024, there was $1,500,000 in Working Capital Loans outstanding. In addition to the working capital loans the Sponsor made several cash advances to BurTech which as of June 30, 2024 totaled $1,059,551.

On May 21, 2021, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000. On September 24, 2021, BurTech issued 862,500 shares of Class B common stock, par value $0.0001 per share (the “BurTech Class B Common Stock”), in connection with a 1.1 stock split, resulting in an aggregate of 9,487,500 shares of BurTech Class B Common Stock outstanding, or approximately $0.003 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 24.81% of the outstanding shares upon completion of the IPO (excluding the shares of Class A common stock issued to EF Hutton, division of Benchmark Investments, LLC (the “Representative”) or its designees, the Private Placement Units and securities underlying the Private Placement Units and assuming the initial stockholders do not purchase units in the IPO). As of June 30, 2024, the Sponsor owned 10,385,750 shares of BurTech Class A Common Stock.

On May 21, 2021, the Sponsor issued an unsecured promissory note to BurTech (the “IPO Promissory Note”), pursuant to which BurTech may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the IPO. The outstanding balance under the IPO Promissory Note of $144,746 was repaid in several installments by June 30, 2022.

From August 2023 through February 2024, Blaize issued six secured convertible promissory notes to the Sponsor pursuant to which the Sponsor loaned Blaize an aggregate principal amount of $16,500,000. Each of the notes was issued pursuant to that certain Amended and Restated Note Purchase Agreement dated April 22, 2024, among Blaize and certain investors (as amended and/or restated from time to time, the “Note Purchase Agreement”). From April 2024 through June 2024, Blaize issued secured convertible

35

 

36

 

37

 

38

 

39

 

​

40

 

Compensation Received by the Sponsor

Set forth below is a summary of the terms and amount of the compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by BurTech to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.

​	​	​	Interest in Securities	​	​	Other Compensation	​
Sponsor	​	​	The Sponsor currently holds 10,385,750 shares of BurTech Class A Common Stock, consisting of 9,487,500 shares of BurTech Class A Common Stock issued to the Sponsor upon the exchange of an equal number of Founder Shares and 898,250 shares of BurTech Class A Common Stock acquired in the private placement conducted in connection with the IPO. At Closing, 2,000,000 BurTech Class A Common Stock shall be forfeited as part of the Sponsor Forfeiture Agreement and upon the completion of the Business Combination, Sponsor shall hold a total of 12,027,388 shares of New Blaize Common Stock, including 3,642,836 shares issued upon conversion of the Burkhan Convertible Notes pursuant to which the Sponsor loaned Blaize an aggregate principal amount of $16,500,000.	​	​	At Closing, pursuant to the Merger Agreement, New Blaize will use cash from the trust account to pay BurTech transaction expenses and to reimburse or pay Sponsor or its affiliates for any outstanding loans or other obligations of BurTech or New Blaize to Sponsor or its affiliates. BurTech currently estimates that the total amount payable for BurTech transaction expenses and any outstanding loans or other obligations of BurTech to Sponsor is approximately $9.3 million, inclusive of the $1,500,000 principal balance under the Working Capital Loans, as of July 15, 2024. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units, at a price of $10.00 per unit, upon consummation of the initial business combination. The units would be identical to the Private Placement Units that the Sponsor purchased on December 15, 2021.	​
Burkhan	​	​	Concurrently with the execution of the Merger Agreement, Blaize also issued to Burkhan, an affiliate of BurTech and the Sponsor a pre-funded warrant to purchase shares of	​	​	​	​

41

 

​	​	​	Interest in Securities	​	​	Other Compensation	​
​	​	​	Blaize Common Stock (as amended and/or restated from time to time, the “Burkhan Warrant”). Pursuant to the Burkhan Warrant, Burkhan is entitled to purchase up to a number of shares of Blaize Common Stock, that, following the conversion of Blaize Common Stock at the Effective Time pursuant to the Merger Agreement, would result in up to 2,000,000 shares of New Blaze Common Stock for an aggregate exercise price of $20,000 and a purchase price of $20,000.	​	​	​	​

U.S. Federal Income Tax Considerations for Holders of BurTech Class A Common Stock Exercising Redemption Rights

As described more fully herein, a holder of Class A Common Stock that exercises its redemption rights to receive cash in exchange for such shares may be treated as selling its Class A Common Stock in a taxable sale or exchange resulting in the recognition of gain or loss. There may be certain circumstances in which the redemption may be treated as a distribution of an amount equal to the redemption proceeds, for U.S. federal income tax purposes, depending on the amount of our stock that a holder owns or is deemed to own by attribution (including through the ownership of warrants).

Please see the section entitled “Material U.S. Federal Income Tax Considerations for BurTech, Holders of BurTech Class A Common Stock and Holders of New Blaize Common Stock — U.S. Federal Income Tax Considerations of a Redemption of BurTech Public Shares” for additional information. You are urged to consult your tax advisors regarding the tax considerations of exercising your redemption rights.

U.S. Federal Income Tax Consequences of the Merger

Blaize and BurTech intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, Latham & Watkins LLP intends to deliver an opinion to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The

42

 

Summary of Risk Factors

In evaluating the Business Combination and the proposals to be considered and voted on at the special meeting of BurTech stockholders, you should carefully read this proxy statement/prospectus, including the annexes, and especially review and consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Blaize’s business and industry, BurTech, and the Business Combination are summarized below.

Risks Related to Blaize’s Business

•

We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability.

​

•

Our relationships with automotive OEMs (as defined below) and Tier-1 suppliers are long-term in nature and we will not receive legally binding purchase order commitments until we deliver our auto-grade chip.

​

​

43

 

​

44

 

​

45

 

UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF BURTECH AND BLAIZE

The following table sets forth the historical per share information of BurTech and Blaize, on a standalone basis, and the unaudited pro forma condensed combined per share information after giving effect to the Merger Agreement and the reverse recapitalization, assuming no redemptions, assuming 50% redemptions, or assuming maximum redemptions. The unaudited pro forma condensed combined net loss per share information for the fiscal year ended December 31, 2023 and for the six months ended June 30, 2024 presented as if the Business Combination had occurred on January 1, 2023. The unaudited pro forma book value per share information is presented as if the Business Combination occurred on June 30, 2024. The information provided in the table below is unaudited.

The historical per share information of BurTech was derived from the audited historical consolidated statement of operations of BurTech for the fiscal year ended December 31, 2023 and the unaudited condensed historical consolidated statement of operations for the six months ended June 30, 2024. The historical per share information of Blaize was derived from the audited historical consolidated statement of operations of Blaize for the fiscal year ended December 31, 2023 and the unaudited condensed historical consolidated statement of operations for the six months ended June 30, 2024. This information is only a summary and should be read in conjunction with BurTech’s and Blaize’ unaudited and audited historical financial statements and related notes, the sections entitled “BurTech Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Blaize Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this joint proxy statement/consent solicitation statement/prospectus.

The unaudited pro forma condensed combined per share information of BurTech and Blaize is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this joint proxy statement/consent solicitation statement/​prospectus and the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information,” and “Proposal No. 1 — The Business Combination Proposal.”

The unaudited pro forma condensed combined net loss per share information below does not purport to represent the net loss per share information which would have occurred had BurTech and Blaize been combined during the periods presented.

 

46

 

 

47