SecProbe.io

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
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 1.

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.
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. 8.

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.
Disclosure on the cover page states that the Burkhan Warrant, upon the conversion of 15.

August 15, 2024
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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
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 29.

August 15, 2024
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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 approv