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September 24, 2024
Shahal Khan
Chief Executive Officer
BurTech Acquisition Corp.
1300 Pennsylvania Ave NW, Suite 700
Washington, DC 20004
Dinakar Munagala
Chief Executive Officer
Blaize, Inc.
4659 Golden Foothill Parkway, Suite 206
El Dorado Hills, CA 95762
Re: BurTech Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed on September 9, 2024
File No. 333-280889
Dear Shahal Khan and Dinakar Munagala:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our August 15, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed on September 9,
2024
General
1. We note your response to our prior Comment 4 and reissue in part. Please
disclose, as of
the most recent practicable date, the persons who have direct and
indirect material
interests in the SPAC sponsor, as well as the nature and amount of their
interests. We note
that Big 4 Sponsor LLC holds 42.3% of the membership interest in the
Sponsor. Please
identify the natural persons holding interest in Big 4 Sponsor LLC.
September 24, 2024
Page 2
2. We note your response to our prior Comment 12 and reissue in part.
Please file the non-
redemption agreements as exhibits to your registration statement.
3. Please expand your response to prior comment 65 to clarify where in your
revised fee
table you included all outstanding securities of the SPAC, including
units and shares of
common stock that are currently outstanding.
4. Your revisions in response to prior comment 54 indicate there are no
conflicting fiduciary
duties. Please reconcile with the following disclosure that is repeated
throughout your
document: "the fact that certain of BurTech s directors and officers
presently has fiduciary
or contractual obligations to other entities pursuant to which such
officer or director is
required to present a business combination opportunity to such entity.
BurTech s directors
and officers also may have become aware of business combination
opportunities which
may have been appropriate for presentation to BurTech and the other
entities to which
they owe certain fiduciary or contractual duties. Accordingly, they may
have had conflicts
of interest in determining to which entity a particular business
opportunity should have
been presented."
5. When we request revisions to your document, please ensure your response
and revisions
address each instance in which the disclosure appears in that document.
In addition to the
examples highlighted in our other comments included in this letter,
please reconcile your
revisions on page 9 in response to prior comment 17 that approval of the
proposals is
assured with your continued disclosures on pages 37 and 120 regarding
the need for
additional votes by public shareholders to approve the proposals. In
addition, highlight
clearly and specifically on the cover page that approval of each
proposal is assured.
Cover Page
6. We note your response to our prior Comment 16 and reissue in part.
Please briefly clarify
the relationship of the RT Parties to the SPAC and/or Blaize. If no
prior relationship
exists, state so directly.
Q. Why is BurTech proposing the Business Combination Proposal?, page 9
7. Your disclosure on page 9 indicates that the total outstanding BurTech
Class A Common
Stock and Warrants are as of June 20, 2024. Elsewhere, your disclosure
indicates that the
total outstanding Common Stock and Warrants are as of June 30, 2024.
Please revise this
inconsistency.
Summary of Proxy Statement/Prospectus, page 37
8. We note your response to our prior Comment 24 and reissue. Please revise
the summary
section to briefly describe any material factors that the board
considered in making its
approval determination. Please refer to Item 1604(b)(2) of Regulation
S-K.
Risk Factors
Our engagements with automotive OEMs and Tier-1 suppliers are long-term in
nature and we
will not receive firm purchase order commitments un, page 47
9. We note your response to our prior Comment 26 and reissue in part.
Please revise to
clarify what you mean by engagements with the entities to which
you refer, why you
believe those engagements will result in future revenues, the
extent to which you will
September 24, 2024
Page 3
be reliant on the relationships and the expected timeframe for
recognizing revenues.
Proposal 1 - The Business Combination Proposal
The Business Combination, page 123
10. We note your response to our prior Comment 32 and reissue. Please revise
your
disclosure in this section to describe negotiations relating to material
terms of the
transactions, including but not limited to structure, consideration,
earn-out shares, and
continuing employment or involvement for any persons affiliated with the
SPAC before
the merger. In your revised disclosure, please explain the reasons for
the terms, each
party s position on the issues (including proposals and
counter-proposals), and how you
reached agreement on the final terms. In this regard, we note references
to an increase in
the Base Purchase Price. Also note that this comment applies to
negotiations related to
each of the agreements related to the merger agreement, in addition to
negotiations related
to the merger agreement.
11. We note your response to our prior Comment 33 and reissue in part.
Please discuss both
the benefits and detriments of the business combination transaction and
any related
financing transactions on Blaize.
12. We note your response to prior Comment 37. Please revise your disclosure
to explain in
what capacity Cohen served in the negotiations and what services it
provided. Also revise
to clarify its role in the June 23, 2023 discussion of "the current and
prospective financials
of Blaize and to discuss valuation, structure and other aspects of a
potential business
combination between BurTech and Blaize."
13. We note your revisions in response to prior comment 40. Disclosure on
page 74 indicates
that EF Hutton "was not engaged to provide any financial or
merger-related advisory
services in connection with the Business Combination". However,
disclosure on page 128
appear to indicate that EF Hutton served as financial advisor in
considering Blaize as a
business combination target. Please advise or revise as to this apparent
inconsistency.
14. We reissue prior comment 39 given the continued disclosures regarding
the
projected/prospective financial information of Blaize discussed during
negotiations
related to the business combination. We also note continued disclosures
regarding
"financial advisors." Identify these advisors and explain clearly what
role and activities
they performed.
Interests of Sponsor Related Parties in the Business Combination and Related
Financing, page
134
15. Please expand your response to prior comment 6 to quantify the aggregate
dollar amount
of out-of-pocket expenses for which the Sponsor and its affiliates are
awaiting
reimbursement. Provide similar disclosure for the BurTech's officers and
director, if
material.
Certain Agreements Related to the Business Combination, page 154
16. We note your response to our prior comment 43 and reissue. Please revise
this section to
include disclosure related to the additional agreements.
September 24, 2024
Page 4
Material U.S. Federal Income Tax Considerations for BurTech, Holders of BurTech
Class A
Common Stock and Holders of New Blaize Common Stock, page 155
17. We note your revisions in response to prior comment 44 and your
disclosure on page 163
that "Blaize and BurTech intend the Merger to qualify as a
"reorganization" within the
meaning of Section 368 (a) of the Code." Please revise to clearly state
whether the
transaction will qualify as a reorganization, include an opinion of
counsel covering the
material tax consequences of the business combination, and state that
the disclosure in this
section represents the opinion of counsel. If there is uncertainty
regarding the tax
treatment of the transactions, counsel may (1) issue a should or
more likely than not
opinion to make clear that the opinion is subject to a degree of
uncertainty and (2) explain
why it cannot give a firm opinion. Refer to Section III.C of Staff Legal
Bulletin No. 19.
Please also remove language stating that generally certain tax
consequences will apply
or assuming certain consequences (e.g., assuming that the Business
Combination
constitutes a reorganization). Also please provide summary and risk
factor disclosure. For
further guidance, refer to Item 601(b)(8) of Regulation S-K and our
Staff Legal Bulletin
No. 19.
Management team, page 227
18. Your disclosure added in response to prior comment 51 indicates "certain
of our executive
officers also serve as executive officers" for the SPACs you identify.
Revise to clarify
which of your officers also serve for those other SPACs.
Information About BurTech
Permitted Purchases of Our Securities, page 229
19. Please reconcile your deletions in response to prior comment 29 with
your disclosures
on pages 136 and 229. Also, please confirm our understanding that your
deletions mean
that the persons or entities mentioned in prior comment 29 will not
engage in the
transactions mentioned in that comment.
Business Combination Shares, page 257
20. We note your response to prior comment 57. Please also include shares
issued to holders
of notes.
Security Ownership, page 263
21. As previously requested in our prior comment 59, please revise to
identify the natural
persons who have or share voting and/or dispositive powers over the
shares held by each
entity listed in each table.
Annex A.1 The Merger Agreement, page A-1-i
22. We note your response to our prior Comment 63 and reissue. Please
supplementally provide us a list briefly identifying the contents of all
omitted schedules or
similar supplements to the Merger Agreement, including disclosure
letters related to each
party to the agreement. For example, we note references to a Company
Disclosure Letter
and an Acquiror Disclosure Letter.
September 24, 2024
Page 5
Please contact Charles Eastman at 202-551-3794 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Rajiv Khanna
Ryan Lynch