UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2022
BURTECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41139 | 86-2708752 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1300 Pennsylvania Ave NW, Suite 700
Washington, DC 20004
(Address of principal executive offices, including zip code)
(202) 600-5757
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Common Stock and one Redeemable Warrant | BRKHU | The Nasdaq Stock Market, LLC | ||
| Common Stock, par value $0.0001 per share | BRKH | The Nasdaq Stock Market, LLC | ||
| Warrants, each exercisable for one share of Common Stock for $11.50 per share | BRKHW | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On January 31, 2022, BurTech Acquistion Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) and warrants (the “Warrants”) included in the Units commencing on or about January 31, 2022. Each Unit consists of one share of Common Stock and one redeemable Warrant. Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per whole share (subject to adjustment). Any Units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BRKHU”, and the Common Stock and Warrants will separately trade on Nasdaq under the symbols “BRKH” and “BRKHW”, respectively. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Common Stock and Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 31, 2022. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BURTECH ACQUISITION CORP. | |||
| By: | /s/ Shahal Khan | ||
Name: Title:
|
Shahal Khan |
| |
Date: January 31, 2022
| Exhibit 99.1 |
BurTech Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing
New York, NY – January 31, 2022 – BurTech Acquisition Corp. (the “Company”) announced today commencing January 31, 2022, holders of the units sold in the Company’s initial public offering completed on December 15, 2021, may elect to separately trade the shares of Class A common stock and warrants included in such units on The Nasdaq Capital Market (“Nasdaq”).
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A common stock and warrants that are separated will trade on Nasdaq under the symbols “BRKH" and "BRKHW," respectively. Those units not separated will continue to trade on Nasdaq under the symbol “BRKHU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants. Once the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on Nasdaq under the symbols “BRKH” and “BRKHW” respectively.
The units were initially offered by the Company in an underwritten offering by EF Hutton, division of Benchmark Investments LLC, 590 Madison Ave., 39th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@efhuttongroup.com or telephone at (212) 404-7002.
EF Hutton acted as sole book-running manager of the offering. A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on December 10, 2021. The offering was made only by means of a prospectus, copies of which may be obtained through the SEC's website at www.sec.gov.
The Company is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company has not selected a business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. The Company intends to focus its search for a target business in the retail, lifestyle, hospitality, technology, or real estate markets. The Company is led by its Chief Executive Officer, Shahal Khan.
Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements," including with respect to the Company's initial public offering and the anticipated use of the net proceeds thereof. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and final prospectus for the offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
BurTech Acquisition Corp
1300 Pennsylvania Avenue NW, Suite 700
Washington, DC 20004
Camille Chetrit
Investor Relations
investors@burtechacq.us
(908) 530-8928