SecProbe.io

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
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 1.

November 20, 2024
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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
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Ryan Lynch