Correspondence 0001104659-24-097847 from Blaize Holdings, Inc. (BZAI)
Blaize Holdings, Inc.
Date: Sept. 6, 2024 · CIK: 0001871638 · Accession: 0001104659-24-097847
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280889
Referenced dates: August 15, 2024, August 15, 2024
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Attention: Registration Statement on Form S-4 Filed on July 19, 2024 File No. 333-280889 SEC Comment Letter dated August 15,
Dear Ms. Sidwell and Mr. Kruczek:
On behalf of BurTech Acquisition Corp. (“BurTech”, the “Registrant” or the “Company”), we are submitting via EDGAR for review by the Securities and Exchange Commission (the “Commission”) this response letter and the accompanying Amendment No. 1 (including certain exhibits) (“Amendment No. 1”) to the Registrant’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”). This letter and Amendment No. 1 reflect the Registrant’s respectful acknowledgement and response to the comments received from the staff of the Commission (the “Staff”) contained in the Staff’s letter dated August 15, 2024 (the “Comment Letter”), and certain other updated information. For your convenience, the Registrant is providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes from the Registration Statement that was filed on July 19, 2024.
The Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant are shown below each comment. All references to page numbers in the Registrant’s responses are to the page numbers in Amendment No. 1.
Ms. Sidwell and Mr. Kruczek
Securities and Exchange Commission
September 6, 2024
Page 2
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 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.
Response: We have updated the disclosure in Amendment No. 1 to clarify the number of Class A shares and that no Class B shares are outstanding.
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.
Response: We have updated the disclosure in Amendment No. 1 to reflect the Class B shares were exchanged for Class A shares.
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 the United States 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.
Response: We have updated the disclosure in Amendment No. 1 to clarify that the Sponsor is not controlled by a non-U.S. person. Other than HH Sheikh Maktoum, who is a 6.6% member of the Sponsor, no person or entity associated with or otherwise involved in the transaction is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. We have included disclosure of the risk of a CFIUS review and ultimately the consequences of liquidation.
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.
Response: We have updated the disclosure in Amendment No. 1 to identify the controlling persons of the SPAC sponsor and persons who have interests in the sponsor.
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.
Ms. Sidwell and Mr. Kruczek
Securities and Exchange Commission
September 6, 2024
Page 3
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.
Response: We have updated Amendment No. 1 on page 248 to include tabular disclosure of restrictions on sales of SPAC securities.
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.
Response: We have updated Amendment No. 1 to include a section disclosing this information starting on page 144 under “Interests of Sponsor Related Parties in the Business Combination and Related Financing.”
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.
Response: We have updated Amendment No. 1 to include a section disclosing this information starting on page 144 under “Interests of Sponsor Related Parties in the Business Combination and Related Financing.”.
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. 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.
Response: We have included disclosure regarding EF Hutton’s waiver and current relationship with the Company on page 79-80 of Amendment No. 1.
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.
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.
Ms. Sidwell and Mr. Kruczek
Securities and Exchange Commission
September 6, 2024
Page 4
· 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.
Response: We have included the above disclosure regarding EF Hutton’s waiver and current relationship with the Company on page 72 of Amendment No. 1.
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.
Response: The Company has revised the disclosure included in the proxy statement that forms a part of Amendment No. 1 accordingly. We do not believe it is appropriate to include the RT Warrant Shares in any dilution calculations because they would need to be exercised before the closing and will be out of the money through the closing. As a result, they will not be exercised and expire worthless and will not impact dilution.
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.
Response: The Company has revised the disclosure included in the proxy statement that forms a part of Amendment No. 1 and on pages 28 through 29 and 149 through 150. The Burkhan Convertible Notes have been accounted for in the 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.
Response: We have updated the cover page of Amendment No. 1 to state the non-redemption agreements continue to be in effect and have attached a form of the agreement as Exhibit 10.30.
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
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filename1.htm
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, NY 10019-6022 United States
Direct line +1 212-318-3168
Rajiv.Khanna @nortonrosefulbright.com
Tel +1 212 318 3000
Fax +1 212 408 5100
nortonrosefulbright.com
September 6, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Sarah Sidwell
Geoffrey Kruczek
Re:
BurTech Acquisition Corp.
Registration Statement on Form S-4
Filed on July 19, 2024
File No. 333-280889
SEC Comment Letter dated August 15,
2024
Dear Ms. Sidwell and Mr. Kruczek:
On behalf of BurTech Acquisition
Corp. (“BurTech”, the “Registrant” or the “Company”), we are submitting via EDGAR for review by the
Securities and Exchange Commission (the “Commission”) this response letter and the accompanying Amendment No. 1 (including
certain exhibits) (“Amendment No. 1”) to the Registrant’s above-referenced Registration Statement on Form S-4
(the “Registration Statement”). This letter and Amendment No. 1 reflect the Registrant’s respectful acknowledgement
and response to the comments received from the staff of the Commission (the “Staff”) contained in the Staff’s letter
dated August 15, 2024 (the “Comment Letter”), and certain other updated information. For your convenience, the Registrant
is providing to the Staff a supplemental typeset copy of Amendment No. 1 marked to indicate the changes from the Registration Statement
that was filed on July 19, 2024.
The Staff’s comments
as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant are shown
below each comment. All references to page numbers in the Registrant’s responses are to the page numbers in Amendment
No. 1.
Ms. Sidwell and Mr. Kruczek
Securities and Exchange Commission
September 6, 2024
Page 2
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 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.
Response:
We have updated the disclosure in Amendment No. 1 to clarify the number of Class A shares and that no Class B shares are
outstanding.
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.
Response:
We have updated the disclosure in Amendment No. 1 to reflect the Class B shares were exchanged for Class A shares.
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 the United States 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.
Response:
We have updated the disclosure in Amendment No. 1 to clarify that the Sponsor is not controlled by a non-U.S. person. Other than
HH Sheikh Maktoum, who is a 6.6% member of the Sponsor, no person or entity associated with or otherwise involved in the transaction
is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. We have included disclosure of the risk of
a CFIUS review and ultimately the consequences of liquidation.
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.
Response:
We have updated the disclosure in Amendment No. 1 to identify the controlling persons of the SPAC sponsor and persons who have interests
in the sponsor.
Norton Rose Fulbright US LLP is a limited
liability partnership registered under the laws of Texas.
Norton Rose Fulbright
US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South
Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright
Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity,
with certain regulatory information, are available at nortonrosefulbright.com.
Ms. Sidwell and Mr. Kruczek
Securities and Exchange Commission
September 6, 2024
Page 3
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.
Response:
We have updated Amendment No. 1 on page 248 to include tabular disclosure of restrictions on sales of SPAC securities.
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.
Response:
We have updated Amendment No. 1 to include a section disclosing this information starting on page 144 under “Interests
of Sponsor Related Parties in the Business Combination and Related Financing.”
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.
Response:
We have updated Amendment No. 1 to include a section disclosing this information starting on page 144 under “Interests
of Sponsor Related Parties in the Business Combination and Related Financing.”.
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. 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.
Response:
We have included disclosure regarding EF Hutton’s waiver and current relationship with the Company on page 79-80 of Amendment
No. 1.
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.
Norton Rose Fulbright
US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright
US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South
Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright
Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity,
with certain regulatory information, are available at nortonrosefulbright.com.
Ms. Sidwell and Mr. Kruczek
Securities and Exchange Commission
September 6, 2024
Page 4
· 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.
Response:
We have included the above disclosure regarding EF Hutton’s waiver and current relationship with the Company on page 72 of
Amendment No. 1.
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.
Response:
The Company has revised the disclosure included in the proxy statement that forms a part of Amendment No. 1 accordingly. We do not
believe it is appropriate to include the RT Warrant Shares in any dilution calculations because they would need to be exercised
before the closing and will be out of the money through the closing. As a result, they will not be exercised and expire worthless
and will not impact dilution.
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.
Response:
The Company has revised the disclosure included in the proxy statement that forms a part of Amendment No. 1 and on pages 28 through 29
and 149 through 150. The Burkhan Convertible Notes have been accounted for in the 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.
Response:
We have updated the cover page of Amendment No. 1 to state the non-redemption agreements continue to be in effect and have
attached a form of the agreement as Exhibit 10.30.
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