November 20, 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. 4 to Registration Statement on Form S-4
           Filed on November 14, 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 November 8,
2024 letter.

Amendment No. 4 to Registration Statement on Form S-4
General

1.     Your disclosures, including in the Letter to the Shareholders and on
pages 35 and 256,
       has been revised to indicate that the new board will not be classified.
However, page
       B-4 of the Third Amended and Restated Certificate of Incorporation of
Blaize
       Holdings, Inc. and page G-5 of the Stockholder's Agreement appear to
indicate that
 November 20, 2024
Page 2

       your board will be classified. Please revise to reconcile your
disclosures, and if you
       will have a classified board, revise your registration statement to
indicate to which
       class each director belongs.
2.     We note your response to our prior Comment 1 and reissue. Please revise
to explain in
       greater, specific detail what services each of Jefferies and KeyBanc has
actually
       rendered in its engagement as "strategic advisor." For example, but not
limited to,
       please provide what "structuring advice" was rendered, as disclosed on
page 35.
       Additionally, file the related agreements as exhibits or provide your
analysis as to why
       you are not required to do so.
3.     We note that you have removed disclosure throughout the registration
statement
       regarding the Stockholders' Agreement. As the Stockholders' Agreement
appears to
       still be an exhibit to the Merger Agreement and will be entered into in
connection
       with the business combination, please return the previous disclosure or
advise as to
       why this disclosure was removed.
Security Ownership of Certain Beneficial Owners and Management, page 277

4.     We note your response to our prior comment 4 and reissue. 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. For example, the
natural persons with
       voting and/or dispositive powers has not been provided for Temasek
Holdings
       (Private) Limited, and Patrick Orlando is not listed in Footnote 5 on
page 281.
Exhibits

5.     The legal opinion you file must opine on each transaction you are
registering and each
       security listed in the fee table. The legal opinion you filed opines
only as to
       223,232,050 shares of common stock of the Company. However, your
registration
       statement indicates you are offering public warrants, shares underlying
the public
       warrants, the issuance of 3,608,670 New Blaize shares upon vesting of
RSUs,
       29,134,886 shares of New Blaize Common Stock upon the exercise of the
New Blaize
       Options, and the resale of 15,559,232 shares of New Blaize Common Stock.
Please
       have counsel revise the legal opinion to opine as to all transactions
and securities
       covered by this registration statement.
       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
 November 20, 2024
Page 3
     Ryan Lynch