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August 15, 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.
Registration Statement on Form S-4
Filed on July 19, 2024
File No. 333-280889
Dear Shahal Khan and Dinakar Munagala:
We have reviewed your 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.
Form S-4 filed July 19, 2024
General
1. We note inconsistencies of the current amount of BurTech Class A common
stock and
Class B common stock currently owned and outstanding throughout the
registration
statement. For example, disclosure on the cover page indicates that the
Sponsor currently
holds 9,487,500 shares of BurTech Class A Common Stock, but disclosure
on page 29
indicates the Sponsor holds 10,385,750 shares of BurTech Class A Common
Stock;
additionally, disclosure on page 12 indicates 15,162,663 shares of
BurTech Class A
Common Stock outstanding and no shares of BurTech Class B Common Stock
August 15, 2024
Page 2
outstanding, but other disclosures indicate that the Sponsor is
committed to vote all of its
shares of Class B stock in favor of the proposals.
2. You define the Founder Shares as "outstanding shares of BurTech Class A
Common
Stock originally issued to the Sponsor" (page 4), however your
disclosure appears to
indicate that the Founder Shares are Class B Common Stock (page 215).
Please advise or
revise to fix this inconsistency throughout the registration statement.
3. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by,
has any members who are, or has substantial ties with, a non-U.S.
person. Please also
tell us whether anyone or any entity associated with or otherwise
involved in the
transaction, is, is controlled by, has any members who are, or has
substantial ties with, a
non-U.S. person. Also revise your filing to include risk factor
disclosure that addresses
how this fact could impact your ability to complete your initial
business combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a target company should the transaction be
subject to review
by a U.S. government entity, such as the Committee on Foreign Investment
in the United
States (CFIUS), or ultimately prohibited. Further, disclose that the
time necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the
losses of the investment
opportunity in a target company, any price appreciation in the combined
company, and
the warrants, which would expire worthless.
4. Please identify the controlling persons of the SPAC sponsor. 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.
Please refer to Item
1603(a)(7) of Regulation S-K.
5. Please provide in tabular format the material terms of any agreements
regarding
restrictions on whether the SPAC sponsor and its affiliates may sell
securities of the
SPAC. Please refer to Item 1603(a)(9) of Regulation S-K.
6. We note references to a section titled "The Business Combination
Proposal Interests of
BurTech Directors and Officers in the Business Combination" throughout
the registration
statement, however this section does not appear in the filing. Please
describe any actual or
potential material conflict of interest of the SPAC sponsor, its
affiliates, the SPAC's
officers, directors or promoters and the unaffiliated security holders
of the SPAC. Please
refer to Item 1603(b) of Regulation S-K. List each actual or potential
source of conflict
individually, describe how the conflict of interest may result and
quantify the interest.
7. Disclose any material interests in the de-SPAC transaction or any
related financing
transaction: held by the SPAC sponsor or the special purpose acquisition
company's
officers or directors, including fiduciary or contractual obligations to
other entities as well
as any interest in, or affiliation with, the target company; or held by
the target company's
officers or directors that consist of any interest in, or affiliation
with, the SPAC sponsor or
the special purpose acquisition company. Please refer to Item 1605(d) of
Regulation S-K.
8. We understand that EF Hutton, the lead underwriter in your SPAC IPO,
intends to waive
$10.1 million of their deferred underwriting commissions that would
otherwise be due to
it upon the closing of the business combination, and will accept $1.5
million instead.
August 15, 2024
Page 3
Please disclose how this waiver was obtained, why the waiver was agreed
to, and clarify
the SPAC s current relationship with EF Hutton. Please also file as an
exhibit the
amendment to the underwriting agreement mentioned on page F-91.
9. Disclose whether EF Hutton provided you with any reasons for the fee
waiver. If there
was no dialogue and you did not seek out the reasons why EF Hutton was
waiving
deferred fees, despite already completing their services, please
indicate so in your
registration statement. Further, revise the risk factor disclosure to
explicitly clarify:
EF Hutton has performed all their obligations to obtain the fee and
therefore is
gratuitously waiving the right to be compensated.
its withdrawal indicates it does not want to be associated with the
disclosure or
underlying business analysis related to the transaction.
the unusual nature of such a fee waiver and impact on evaluation of
the transaction.
caution that investors should not place any reliance on the fact
that EF Hutton has
previously been involved.
the material impact, if any, of agreement provisions that survive
the fee waiver.
10. You disclose in connection with the business combination warrants that
were issued to
the RT Parties. Please provide the terms of the warrants and the number
of shares for
which the warrants are eligible to be exchanged. Please include the RT
Warrant Shares in
any dilution calculations.
11. You disclose that in connection with the business combination,
convertible notes issued to
Burkhan will be converted in exchange for 3,642,836 shares of New Blaize
stock. Please
revise to clarify the terms of the convertible notes that would lead to
the issuance of these
shares. Please include the Burkhan Convertible Notes in any dilution
calculations.
12. If the March 10, 2023 non-redemption agreements continue to be in
effect, revise to state
so directly and file the agreement as an exhibit.
Cover Page
13. State the amount of the compensation received or to be received by
BurTech LP, its
affiliates, and promoters in connection with the de-SPAC transaction or
any related
financing transaction; the amount of securities issued or to be issued
by the SPAC to
BurTech LP, its affiliates, and promoters and the price paid or to be
paid for such
securities in connection with the de-SPAC transaction or any related
financing
transaction; and whether this compensation and securities issuance may
result in a
material dilution of the equity interests of non-redeeming shareholders
who hold the
securities until the consummation of the de-SPAC transaction. Provide a
cross-reference,
highlighted by prominent type or in another manner, to the locations of
related disclosures
in the prospectus. In this regard, we note the Burkhan Earnout Shares,
Burkhan Warrant
and Burkhan Convertible Notes have not been included on the disclosure
on the Cover
Page.
14. Please provide a cross-reference to the related conflict of interest
disclosure required by
Item 1604(a)(4) of Regulation S-K.
15. Disclosure on the cover page states that the Burkhan Warrant, upon the
conversion of
August 15, 2024
Page 4
Blaize Common Stock at the Effective Time, would result in up to
2,000,000 shares of
BurTech Class A common stock. Please advise as to whether this
conversion should be to
New Blaize common stock, rather than BurTech Class A common stock.
16. In light of your disclosure that Burkhan Capital is a party to the
merger agreement, please
briefly clarify the relationship of Burkhan Capital to the SPAC and/or
Blaize. Provide
similar clarifying disclosure for each other entity you introduce on the
cover page, such as
the RT Parties. If no prior relationship exists, state so directly.
17. If approval of each of the proposals included in your document is
assured, as indicated by
your disclosure in the last paragraph on page 8, revise to highlight
that for investors.
Q.What vote is required to approve the proposals presented at the special
meeting?, page 8
18. State whether or not the de-SPAC transaction is structured so that
approval of at least a
majority of unaffiliated security holders of BurTech is required. Please
refer to Item
1606(c) of Regulation S-K. Add any appropriate risk factors if the
transaction is not
structured in a way that such approval is required and/or if approval of
the transaction is
already assured as a result of the number of shares held by the sponsor
and its affiliates
relative the number outstanding.
Q.What are the U.S. federal income tax consequences of exercising my redemption
rights?, page
13
19. Please revise to expand this question and answer to address the federal
income tax
consequences of the de-SPAC transaction to BurTech, Blaize and their
respective security
holders. In this regard, we note the current tax discussion is focused
on BurTech and only
its security holders. Additionally, please revise the prospectus
throughout accordingly.
Refer to Item 1605(b)(6) of Regulation S-K.
Summary of the Proxy Statement/Prospectus, page 21
20. Please revise to include the Dilution Table and related disclosures as
required
by Item 1604(c) of Regulation S-K.
21. Please provide in tabular format in your summary, the terms and amount
of the
compensation received by BurTech LP, its affiliates and promoters in
connection with the
business combination. Ensure your disclosures addresses each aspect of
Item 1604(b)(4)
of Regulation S-K. Also ensure that your disclosure explains clearly how
each entity or
person who will receive compensation is affiliated with the sponsor and
why they will
receive the compensation you disclose.
22. Please provide a brief description in the prospectus summary of the
material terms of
material financing transactions that have occurred or will occur in
connection with the
consummation of the de-SPAC transaction, the anticipated use of proceeds
from these
financing transactions, and the dilutive impact, if any, of these
financing transactions on
non-redeeming shareholders. Refer to Item 1604(b)(5) of Regulation S-K.
In this regard,
we note that the prospectus summary does not address all of the material
financing
transactions since the IPO that are identified in the letter to
stockholders.
23. Please include a brief description of the background of the business
combination. Refer to
Item 1604(b)(1) of Regulation S-K.
August 15, 2024
Page 5
BurTech Board's Reasons for the Approval of the Business Combination, page 30
24. We note your statement on page 118 that the board of BurTech Acquisition
Corp. has
determined that the business combination is in the best interest of its
shareholders. Please
revise the summary section to describe any material factors that the
board considered in
making this determination. Refer to Item 1604(b)(2) of Regulation S-K.
Interests of BurTech Directors and Officers in the Business Combination, page
30
25. Please provide a brief summary of the actual or potential sources of
conflicts of interest
between the Sponsor, officers, directors, affiliates or promotors of the
SPAC, target
company officers and directors, and the unaffiliated security holders.
Please refer to Item
1604(b)(3) of Regulation S-K.
Our engagements, page 38
26. Please complete the bracketed drafting language included here. Also
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 be reliant
on the relationships and the expected timeframe for recognizing
revenues.
Risk Factors
We depend on timely supply of materials sourced from a limited number of
suppliers, and are
directly impacted by unexpected delays or proble, page 41
27. We note your disclosure on page 41 and 50 that Blaize is "highly
dependent on third-party
manufacturers" for critical manufacturing steps. We also note your
disclosure on page
168. Please expand your disclosure to describe the material terms of you
manufacturing
and related arrangements with respect to each of these third parties.
File material
manufacturing agreements as exhibits to the registration statement.
Clarify the location(s)
where your products are produced, and describe how you ensure quality
control.
Our President and Chief Executive Officer has control over key decision making
as a result of his
control of a majority of our common stock., page 65
28. We note your risk factor indicating that your president will
beneficially own
approximately 75% of the voting power of New Blaize's outstanding common
stock. Please tell us whether you will be deemed to be a controlled
company under the
Nasdaq listing rules. If so, please additionally disclose on the
prospectus cover, the
summary and elsewhere (i) the percent voting power that the controlling
stockholder will
hold after completion of the offering; (ii) the corporate governance
exemptions that will
be available to you; and (iii) whether you intend to take advantage of
these exemptions.
Also ensure your statements here regarding the post-transaction
ownership are consistent
with your disclosures beginning on page 239 and the tables you included
in your
disclosure, like on the cover page and on page 26.
Our Sponsor, directors, officers, advisors and their affiliates may elect to
purchase Public Shares
or Public Warrants, which may influence , page 71
29. We note your disclosure that the SPAC sponsor, directors, officers,
advisors or
affiliates may purchase Public Shares or Public Warrants in the
open market and vote
August 15, 2024
Page 6
the securities in favor of approval of the business combination
transaction. Please provide
your analysis on how such potential purchases would comply with Rule
14e-5.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Financial Information for
Other
Material Events, page 94
30. We note your disclosure of $99.2 million in notes and warrants issued to
the Final Closing
Lenders. Please clarify if this transaction has been completed or
disclose what elements,
if any, are contingent on completion of the merger. We note the
disclosure that upon
issuance of the notes, Blaize will reflect the cash received as a
convertible note obligation,
offset by the amount of the proceeds allocated to the aforementioned
warrants.
The Business Combination, page 111
31. State whether or not a majority of the directors (or members of similar
governing body)
who are not employees of BurTech has retained an unaffiliated
representative to act solely
on behalf of unaffiliated security holders for purposes of negotiating
the terms of the de-
SPAC transaction and/or preparing a report concerning the approval of
the de-SPAC
transaction. Please refer to Item 1606(d) of Regulation S-K.
32. 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.
33. Please revise your disclosure here or elsewhere as appropriate to
discuss both the benefits
and detriments of the business combination transaction and any related
financing
transactions on BurTech and Blaize. The benefits and detriments of the
de-SPAC
transaction and any related financing transactions must be quantified to
the extent
practicable. Refer to Item 1605(c) of Regulation S-K.
34. Please revise this section to expand the discussion of BurTech's and
Blaize's reasons for
engaging in the business combination and whether either entity
considered other
transactions, such as Blaize conducting a traditional IPO, in lieu of a
de-SPAC. In
addition, discuss the reasons for the timing of the merger for the
parties. Refer to Item
1605(b)(3).
35. The first paragraph repeats the fourth paragraph. Please revise to
eliminate duplication.
36. Clarify who introduced Blaize to BurTech on June 12, 2023.
37. Clarify in what capacity Cohen served in the negotiations, what services
it provided and
which party retained it; we note vague references on page 114 to third
party financial
advisors. We also note the disclosure on page 112 that it was involved
in discussions
regarding Blaize's prospective financials and valuation of the
transaction and on page 114
that BurTech's Board "received and reviewed presentations from, and
discussed with,
August 15, 2024
Page 7
Burtech s third party financial and legal advisors regarding the
transaction structure,
material terms of the Business Combination and various aspects of the
due diligence."
Clarify the nature of the discussions about the prospective financials
and valuation and the
positions of each party and Cohen. Also clarify the nature of the
"presentations" to which
you refer, what information was included, when those presentations
occurred and who
was present.
BurTech Board's Reasons for the Approval of the Business Combination, page 114
38. Expand to describe the "research on comparable companies and
transactions" in the
second bullet, who performed that research and how the research
conducted compared to
this transaction and led the Board to recommend approval of the business
combination.
Provide similar disclosure regarding the "quality of earnings analysis"
in the fifth bullet.
Include all underlying data.
39. Considering your disclosure in this section and in the section beginning
on page 111, it
appears you are required to provide the disclosures required by Item
1607 of Regulation
S-K. Please revise to include that information. Likewise, in light of
your disclosures in
those sections regarding the consideration of projected/prospective
financial information
of Blaize, it appears you are also required to include the disclosures
required by Item 1609
of Regulation S-K. Please also revise to include that information.
40. Refer to the ninth bullet. Identify the "financial advisors," what
"feedback" they received,
when they received it, who were the "investors," what information the
investors were
provided and how the "feedback" relates to the Board's recommendation.
Blaize Board's Reasons for the Approval of the Business Combination, page 118
41. The first paragraph on page 119 refers to negative factors, but no such
factors are listed.
Please revise or advise.
Conditions to Closing of the Merger Agreement
Blaize Conditions, page 136
42. We note the requirement that the Available Acquiror Cash shall be no
less than
$125,000,000. Please clarify how this condition will be satisfied under
the various
redemption scenarios, as we note per the cash balances in the financial
statement as of
March 31, 2024, there does not appear to be sufficient cash on hand to
meet this condition
and is only able to be met under the "no redemptions" scenario.
Certain Agreements Related to the Business Combination, page 137
43. This section includes disclosure related to three agreements, but your
disclosure elsewhere
describes numerous other agreements that appear to be related to the
business
combination. Please revise to discuss those agreements.
Material U.S. Federal Income Tax Considerations, page 138
44. Please revise this section to discuss the material tax consequences of
the business
combination to each company's securityholders and the companies. In this
regard, the
merger agreement indicates that the parties intend for the restructuring
and the merger to
be tax free under 368(a) of the Internal Revenue Code. Please also refer
to Section III of
August 15, 2024
Page 8
Staff Legal Bulletin No. 19 and the exhibit required by Item 601(b)(8)
of Regulation S-K.
Additionally include summary and risk factor disclosure and revise your
Questions and
Answers section to briefly address the tax consequences.
Proposals No. 3, page 146
45. We note the change on page 236 regarding the increased threshold for
removing directors
and the change on page 237 regarding the ability of shareholders to call
special meetings.
Please tell us why those changes are not included here as advisory
proposals.
Information about Blaize, page 161
46. Considering Blaize's operational history, please clarify why it is
"uniquely" and "strongly"
positioned in the markets it intends to serve.
Information About Blaize
Manufacturing, page 168
47. Please revise your disclosure to identify the raw materials upon which
Blaize's business,
including your third-party manufacturers, is dependent. Please also
include an applicable
risk factor. In this regard, we note your disclosure about your
dependence on Samsung
Foundry to manufacture your system-on-chip AI accelerators and on Plexus
for mass
production of your products.
Government Regulation, page 169
48. We note disclosure regarding the importance of artificial intelligence
(AI) to your
business. Please revise your business section to more fully discuss the
current state of AI
and the potential obstacles to broad-based AI adoption. In addition,
more fully discuss the
current state of AI regulation within the United States and your other
markets.
Blaize Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three months ended March 31, 2024 compared to the three months ended March 31,
2023
Revenue, page 181
49. We note your disclosure that Revenue decreased by 61% or $0.8 million
from a total of
$1.4 million for the three months ended March 31, 2023 compared to
approximately $0.6
million for the three months ended March 31, 2024. You further disclose
that "the
decrease in revenue was primarily attributable to us approaching the end
of our multi-year
license and development contract with a strategic investor, partially
offset by a new
license and development arrangement entered into with a separate
strategic investor
during the three months ended March 31, 2024." When more than one factor
is
responsible for the change in an income statement line item, please
revise to quantify each
of the contributing factors, including any offsetting amounts. Refer to
Item 303(b) of Regulation S-K.
Certain Relationships and Related Person Transactions -- Blaize, page 195
50. We note the repeated references to transactions involving amounts
"greater than
$120,000." Revise to disclose the specific dollar amount involved.
August 15, 2024
Page 9
Information About BurTech, page 204
51. Please update your disclosure to describe the experience of BurTech LP,
its affiliates and
promotors in organizing special purpose acquisition companies and the
extent to which
BurTech LP, its affiliates, and the promoters are involved in other
special purpose
acquisition companies. For example, in BurTech Acquisition Corp.'s S-1
(File Number
333-258914), we note references to other affiliated SPACs. Please see
Item 1603(a)(3) of
Regulation S-K. Also discuss the status of other SPACs; for example, the
status of any
business combination or liquidation, whether they are still seeking a
target, prior
extensions of business combination deadlines and related amounts of
redemptions.
52. Please describe the general character of the Sponsor's business. Please
refer to
Item 1603(a)(2) of Regulation S-K.
53. Describe the material roles and responsibilities of the SPAC sponsor,
its affiliates, and
any promoters in directing and managing the special purpose acquisition
company's
activities. Please see Item 1603(a)(4) of Regulation S-K.
54. Briefly describe the fiduciary duties of each officer and director of
the SPAC to other
companies to which they have fiduciary duties. See item 1603(c) of
Regulation S-K.
55. Describe any agreement, arrangement, or understanding between the SPAC
sponsor and
the special purpose acquisition company, its officers, directors, or
affiliates with respect to
determining whether to proceed with a de-SPAC transaction. Please refer
to Item
1603(a)(5).
Exclusive Forum of Certain Actions, page 228
56. If this provision does not apply to claims under the Exchange Act, as
indicated by the risk
factor on page 78, please revise here to disclose that scope limitation.
Business Combination Shares, page 233
57. Please tell us why this paragraph only addresses BurTech's affiliates.
Security Ownership, page 239
58. Refer to (iii) in the first paragraph and tell us which table or
narrative disclosure in this
section discloses the post-transaction ownership of New Blaize.
59. The first table has footnotes next to the names listed, but the notes do
not appear after the
table. Please revise or advise. Also, 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.
Where You Can Find More Information, page 244
60. We note your disclosure that "[a]ll information contained in this proxy
statement/prospectus relating to BurTech has been supplied by BurTech,"
and "all ...
information relating to Blaize has been supplied by Blaize" and that
"[i]nformation
provided by one entity does not constitute any representation, estimate
or projection of the
other entity." Because these statements could be read as disclaimers of
your responsibility
for the disclosure in your filing, please revise to remove any
implication that BurTech or
Blaize disclaim responsibility for any of the disclosures contained in
the registration
August 15, 2024
Page 10
statement.
Article VIII Joint Covenants
Section 8.9 Fairness Opinion, page A-1-64
61. It appears that the Company will be obtaining a fairness opinion from a
reputable
independent investment banking firm or other independent financial
advisory firm. Please
note, the new SPAC rules require summary disclosures including, but not
limited to: the
procedures followed; the findings and recommendations; the bases for and
methods of
arriving at such findings and recommendations; and instructions received
from the special
purpose acquisition company. Refer to Item 1607(b)(6) of Regulation S-K.
Notes to the Consolidated Financial Statements
Related Party Transactions and Balances, page F-38
62. We note your disclosure that during the year ended December 31, 2023,
the Company
recognized revenues of approximately $3.8 million, or nearly 100%, from
sales to two
minority stockholders. Please reconcile this disclosure with your
related disclosure of
Concentration of Credit Risk on page F-51 where you state, "As of
December 31, 2023,
two customers accounted for approximately 46% and 29% of the Company s
accounts
receivable."
Annex A.1 The Merger Agreement, page A-1-i
63. 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.
Exhibits
64. Please file material contracts required by Item 601(b)(10) of Regulation
S-K as exhibits to
your registration statement. In this regard, we note references to an
Amended and
Restated Note Purchase Agreement, secured promissory notes, Security
Agreement,
Intellectual Property Security Agreement.
65. Considering the applications of Rule 145a of Regulation S-K, please
include all
outstanding securities of BurTech Acquisition Corp. in the Fee Table and
pay the related
fee. Also tell us where in the fee table you included the earn-out
shares mentioned in your
disclosure.
66. When you complete the blanks on page 217, please also file the consents
required by Rule
438 of Regulation C.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
August 15, 2024
Page 11
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