SecProbe.io

CORRESP
 1
 filename1.htm

 Document Blaize Holdings, Inc. 4659 Golden Foothill Parkway, Suite 206 El Dorado Hills, CA 95762 January 30, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549   Re:    Blaize Holdings, Inc. Registration Statement on Form S-3 File No. 333-292986 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Blaize Holdings, Inc., respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that it will become effective at 4:00 P.M. Eastern Time on February 3, 2026, or as soon as practicable thereafter. If you have any questions or require additional information, please contact Jonathan Zimmerman of Faegre Drinker Biddle & Reath LLP at (612) 766-8419. Thank you for your assistance and cooperation in this matter.            Very truly yours, BLAIZE HOLDINGS, INC. By: /s/ Harminder Sehmi Harminder Sehmi Chief Financial Officer          cc: Kim Evans, General Counsel, Blaize Holdings, Inc. Jonathan Zimmerman, Faegre Drinker Biddle & Reath LLP Charles Lange, Faegre Drinker Biddle & Reath LLP

January 30, 2026
Dinakar Munagala
Chief Executive Officer
Blaize Holdings, Inc.
4659 Golden Foothill Parkway, Suite 206
El Dorado Hills, CA 95762
Re:Blaize Holdings, Inc.
Registration Statement on Form S-3
Filed January 27, 2026
File No. 333-292986
Dear Dinakar Munagala:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
 1
 filename1.htm

 CORRESP

 Blaize Holdings, Inc.
 4659 Golden Foothill Parkwat, Suite 206
 El Dorado Hills, CA 95762 August 5, 2025
 Via EDGAR Securities and Exchange
Commission Division of Corporation Finance 100 F Street,
N.E. Washington, D.C. 20549

 Re:
 Blaize Holdings, Inc.
 Registration Statement on Form S-1
 Filed July 18, 2025
 File No. 333-288742
 To whom it may concern: Pursuant to Rule 461(a) under the
Securities Act of 1933, as amended, Blaize Holdings, Inc. (the “ Company ”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1
(File No. 333-288742) be accelerated by the Securities and Exchange Commission to 4:05 p.m., Eastern Time, on August 7, 2025 or as soon as practicable thereafter.
 The Company requests that it be notified of such effectiveness by a telephone call to Ryan Maierson of Latham & Watkins LLP at (713) 546-7420 or to Ryan Lynch of Latham & Watkins LLP at (713) 546-7404 and that such effectiveness also be confirmed in writing.

 Sincerely, Blaize Holdings,
Inc.

  

 /s/ Dinakar Munagala

 Name: Dinakar Munagala

 Title: Chief Executive Officer

 cc:
 Harminder Sehmi, Blaize Holdings, Inc.
 Kim Evans, Blaize Holdings, Inc.
 Ryan Maierson, Latham & Watkins LLP
 Ryan Lynch, Latham & Watkins LLP

CORRESP
 1
 filename1.htm

 CORRESP

 811 Main Street, Suite 3700
 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401
 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 July 28, 2025

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 United States Securities and Exchange Commission

 Hamburg

 Silicon Valley

 Division of Corporation Finance

 Hong Kong

 Singapore

 100 F Street, N.E.

 Houston

 Tel Aviv

 Washington, DC 20549-3628

 London

 Tokyo

 Los Angeles

 Washington, D.C.

 Madrid

 Attention:
   Jenny Oshanick
 Jennifer Angelini

 Re:
 Blaize Holdings, Inc.
 Registration Statement on Form S-1
 Filed on July 18, 2025
 File No. 333-288742
 Ladies and Gentlemen: This letter is sent on
behalf of Blaize Holdings, Inc. (the “ Company ”) in response to the comments of the Staff (the “ Staff ”) of the United States Securities and Exchange Commission (the “ Commission ”) communicated in its
letter dated July 25, 2025 (the “ Comment Letter ”) regarding the above-referenced filing. Please note that the
Company today filed with the Commission Amendment No. 1 to the Registration Statement on Form S-1 (the “ Revised Registration Statement ”) reflecting, among other things, the
revisions set forth below. For ease of reference, the headings and numbers of the Company’s responses set forth below correspond to
the headings and numbers in the Comment Letter, and we have set forth below, in italics, the text of the Staff’s comment prior to each of the Company’s responses in the same order as presented in the Comment Letter.
 Form S-1 filed July 18, 2025
 General

 1.
 We note your disclosure that you are seeking to register up to 769,231 shares of common stock that are
issuable to Cantor Fitzgerald (e.g. based on information on the cover page, pages 7, 10 and 122). Please provide your analysis showing how you determined that there was a completed private placement under Section 4(a)(2) of the Securities Act
1933 prior to your attempt to register the resale of the shares. In your analysis, please consider the

 July 28, 2025
 Page
 2

Commission’s guidance set forth in Questions 134.01 and 139.06 of the Securities Act Sections Compliance and Disclosure Interpretations. In addition, please file the Engagement Letter and
Cantor Letter Agreement with Cantor Fitzgerald as exhibits to your registration statement. Finally, we note that the table on page 122 cross-references footnotes (1) – (3), but those do not appear. Please revise to clarify.
 Response:
 The Company respectfully acknowledges the Staff’s comment and has clarified the disclosure on the Cover Page and pages 7, 10 and 122
in Amendment No. 1 to confirm that the 769,231 shares of common stock were issued to Cantor Fitzgerald concurrently with the previous filing of the Original Registration Statement on July 15, 2025. Accordingly, the Company believes it has
completed the private placement under Section 4(a)(2) of the Securities Act of 1933 concurrently with registering such shares for resale and hereby confirms that the Commission’s guidance set forth in Questions 134.01 and 139.06 of
the Securities Act Sections Compliance and Disclosure Interpretations was considered prior to registering such shares for resale and has been complied with. Additionally, the Company has revised the disclosure on page 122 of Amendment
No. 1 to provide the cross-reference footnotes (1)-(4). The Company respectfully notes that the Engagement Letter, dated as of April 11, 2025, by and between the Company and Cantor Fitzgerald (the “Engagement Letter”) and
Cantor Letter Agreement are each references to the same Engagement Letter. Further, the Company respectfully advises the Staff that the Engagement Letter is not required to be filed as an exhibit to the registration statement pursuant to
Item 601 of Regulation S-K. The Engagement Letter is not an underwriting agreement or agreement with a principal underwriter that would be required to be filed pursuant to Item 601(b)(1) of Regulation S-K nor is it material in the Company’s view and therefore is not required to be filed pursuant to Item 601(b)(10)(i) of Regulation S-K. There
is nothing in the Engagement Letter with Cantor Fitzgerald that is material to an understanding of the Company’s business and the Company has included disclosure in Amendment No. 1 of all material terms contained within the Engagement
Letter for the benefit of investors.

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please direct any such requests or questions to Ryan J. Lynch of Latham & Watkins LLP at (713) 546-7404 or ryan.lynch@lw.com.

 Sincerely,

 /s/ Ryan J. Lynch

 Ryan J. Lynch

 cc:
 Via E-mail
 Ryan J. Lynch, Esq. Ryan J.
Maierson, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 25, 2025

Dinakar Munagala
Chief Executive Officer
Blaize Holdings, Inc.
4659 Golden Foothill Parkway, Suite 206
El Dorado Hills, CA 95762

 Re: Blaize Holdings, Inc.
 Registration Statement on Form S-1
 Filed July 18, 2025
 File No. 333-288742
Dear Dinakar Munagala:

 We have conducted a limited review of your registration statement and
have the
following comment.

 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.

Registration Statement on Form S-1
General

1. We note your disclosure that you are seeking to register up to 769,231
shares of
 common stock that are issuable to Cantor Fitzgerald (e.g. based on
information on the
 cover page, pages 7, 10 and 122). Please provide your analysis showing
how you
 determined that there was a completed private placement under Section
4(a)(2) of the
 Securities Act 1933 prior to your attempt to register the resale of the
shares. In your
 analysis, please consider the Commission s guidance set forth in
Questions 134.01
 and 139.06 of the Securities Act Sections Compliance and Disclosure
Interpretations.
 In addition, please file the Engagement Letter and Cantor Letter
Agreement with
 Cantor Fitzgerald as exhibits to your registration statement. Finally,
we note that the
 table on page 122 cross-references footnotes (1) (3), but those do
not appear. Please
 revise to clarify.
 July 25, 2025
Page 2

 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.

 Please contact Jenny O'Shanick at 202-551-8005 or Jennifer Angelini at
202-551-
3047 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Ryan J. Lynch
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 Blaize Holdings, Inc.

4659 Golden Foothill Parkway, Suite 206

El Dorado Hills, California 95762

February 11, 2025

 Via EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Blaize Holdings, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed February 10, 2025

Registration No. 333-284365

To whom it may concern:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Blaize Holdings, Inc. (the “Company”) hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated by the Securities and
Exchange Commission to 4:00 p.m. Washington D.C. time on February 13, 2025, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. Please contact Ryan J. Lynch of
Latham & Watkins LLP, counsel to the Company, at (713) 546-7404, or in his absence, Brian C. Patterson of Latham & Watkins LLP at (415) 395-8848, to
provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 Thank you for your assistance in
this matter.

 * *  * *

 Sincerely,

Blaize Holdings, Inc.

 By:

 /s/ Harminder Sehmi

 Harminder Sehmi

 Chief Financial Officer

cc:
 Dinakar Munagala, Blaize Holdings, Inc.

Ryan J. Lynch, Latham & Watkins LLP

Brian C. Patterson, Latham & Watkins LLP

January 23, 2025
Harminder Sehmi
Chief Financial Officer
Blaize Holdings, Inc.
4659 Golden Foothill Parkway, Suite 206
El Dorado Hills, CA 95762
Re:Blaize Holdings, Inc.
Registration Statement on Form S-1
Filed on January 21, 2025
File No. 333-284365
Dear Harminder Sehmi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

BurTech Acquisition
                             Corp.

1300 Pennsylvania Ave NW, Suite 700

Washington, DC 20004

      Blaize, Inc.

     4659 Golden Foothill Parkway, Suite 206

 El Dorado Hills, CA 95762

December 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Sarah Sidwell, Geoffrey Kruczek

    Re:
    Acceleration Request for BurTech Acquisition
    Corp. and Blaize, Inc.

    Registration Statement on Form S-4

    File No. 333-280889

To Whom It May Concern:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, BurTech Acquisition Corp. and Blaize, Inc. (together, the “Registrants”)
hereby request that the effective date of the Registrants’ Registration Statement on Form S-4, File Number 333-280889 (the
 “Registration Statement”) be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on December 2,
2024, or as soon as practicable thereafter.

Please contact Rajiv
Khanna of Norton Rose Fulbright US LLP via telephone on (212) 318-3168 or via e-mail (Rajiv.Khanna@nortonrosefulbright.com) or Ryan J. Lynch of Latham & Watkins LLP via telephone on (713) 546-7404 or via e-mail (Ryan.Lynch@lw.com), as
soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this
matter.

Thank you for your assistance
with this matter.

Sincerely,

    BurTech Acquisition Corp.

    Blaize, Inc.

    /s/ Shahal Khan

    /s/ Dinakar Munagala

    Shahal Khan

    Dinakar Munagala

    Chief Executive Officer

    Chief Executive Officer

cc:
Sarah Sidwell

Geoffrey Kruczek

Securities and Exchange Commission

Rajiv Khanna

Norton Rose Fulbright US LLP

Ryan J. Lynch

Latham & Watkins LLP

November 26, 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. 5 to Registration Statement on Form S-4
Filed on November 22, 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 20,
2024 letter.
Amendment No. 5 to Registration Statement on Form S-4
General
Please revise your disclosure to reflect the annual shareholders meeting being called
on December 9, 2024 to extend the deadline to consummate a business combination to
May 15, 2025. Please state the date by which, pursuant to your charter, you need 1.

November 26, 2024
Page 2
to complete a business combination before having to liquidate and dissolve the
SPAC.  Also, considering the December 23, 2024 meeting date related to the
transactions in this document, the hypothetical risk presented on page 80 appears to
now involve a near-certain event that will occur.  As such, please revise clearly
throughout, including page 80, to state that the SPAC will be subject to immediate
suspension and delisting because it will not have completed a business combination
within 36 months of its IPO.  Discuss the effects such suspension and delisting may
have on the ability to complete this business combination, such as any termination
rights available.
Annex B, page B-1
2.Please update Annex B to reflect the final form of the Certificate of Incorporation,
consistent with your revisions made in response to prior comment one.
            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

CORRESP
1
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

November 26, 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.
 Amendment No. 5 to Registration Statement on Form S-4
 Filed on November 22, 2024

File No. 333-280889
 SEC Comment Letter dated November 26, 2024

Dear Ms. Sidwell and Mr. Kruczek:

On behalf of BurTech Acquisition
Corp. (“BurTech”, the “Registrant”, or the “Company”) and Blaize, Inc. (the “Co-Registrant”),
we are submitting via EDGAR for review by the Securities and Exchange Commission (the “Commission”) this response letter and
the accompanying Amendment No. 6 (including certain exhibits) (“Amendment No. 6”) to the above-referenced Amendment
No. 5 to Registration Statement on Form S-4 filed by the Registrant and Co-Registrant on November 22, 2024 (the “Registration
Statement”). This letter and Amendment No. 6 reflect the Registrant’s respectful acknowledgement and response to the
comments received from the staff of the Commission (the “Staff”) regarding the Registration Statement contained in the Staff’s
letter dated November 26, 2024 (the “Comment Letter”), and certain other updated information. For your convenience, we
are providing to the Staff a supplemental typeset copy of Amendment No. 6 marked to indicate the changes from the Registration Statement.

The Staff’s comments
as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant and Co-Registrant
are shown below each comment. All references to page numbers in the responses herein are to the page numbers in Amendment No. 6.

Amendment No. 5 to Registration Statement on Form S-4
filed on November 22, 2024

General

 1. Please revise your disclosure to reflect the annual shareholders meeting being called on December 9,
2024 to extend the deadline to consummate a business combination to May 15, 2025. Please state the date by which, pursuant to your
charter, you need to complete a business combination before having to liquidate and dissolve the SPAC. Also, considering the December 23,
2024 meeting date related to the transactions in this document, the hypothetical risk presented on page 80 appears to now involve
a near-certain event that will occur. As such, please revise clearly throughout, including page 80, to state that the SPAC will be
subject to immediate suspension and delisting because it will not have completed a business combination within 36 months of its IPO. Discuss
the effects such suspension and delisting may have on the ability to complete this business combination, such as any termination rights
available.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on the cover page and pages 80, 264 and 269 of
Amendment No. 6 in response to the comment.

Ms. Sidwell and Mr. Kruczek

Securities and Exchange Commission

November 26, 2024

Page 2

Annex B, page B-1

 2. Please update Annex B to reflect the final form of the Certificate of Incorporation, consistent with
your revisions made in response to prior comment one.

Response:
The Company respectfully advises the Staff that it updated Annex B in response to the comment.

* * *

We hope that the foregoing has been helpful to
the Staff’s understanding of the Registrant and Co-Registrant’s disclosure and that the disclosure modifications in Amendment
No. 6 are satisfactory to the Staff. If you have any questions or comments about this letter or need any further information, please
call the undersigned at (212) 318-3168.

    Very Truly Yours

    By:
    /s/ Rajiv Khanna

    Rajiv Khanna

cc: Shahal Khan (BurTech Acquisition Corp.)

Dinakar Munagala (Blaize, Inc.)

  Ryan Lynch (Latham & Watkins LLP)

  Lee McIntyre (Norton Rose Fulbright US LLP)

CORRESP
1
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

November 22, 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.

    Amendment No. 4 to Registration Statement on Form S-4
    Filed on November 14, 2024

    File No. 333-280889

    SEC Comment Letter dated November 20, 2024

Dear Ms. Sidwell and Mr. Kruczek:

On behalf of BurTech Acquisition
Corp. (“BurTech”, the “Registrant”, or the “Company”) and Blaize, Inc. (the “Co-Registrant”),
we are submitting via EDGAR for review by the Securities and Exchange Commission (the “Commission”) this response letter
and the accompanying Amendment No. 5 (including certain exhibits) (“Amendment No. 5”) to the above-referenced Amendment
No. 4 to Registration Statement on Form S-4 filed by the Registrant and Co-Registrant on November 14, 2024 (the “Registration
Statement”). This letter and Amendment No. 5 reflect the Registrant’s respectful acknowledgement and response to the
comments received from the staff of the Commission (the “Staff”) regarding the Registration Statement contained in the Staff’s
letter dated November 20, 2024 (the “Comment Letter”), and certain other updated information. For your convenience,
we are providing to the Staff a supplemental typeset copy of Amendment No. 5 marked to indicate the changes from the Registration
Statement.

The Staff’s comments
as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant and Co-Registrant
are shown below each comment. All references to page numbers in the responses herein are to the page numbers in Amendment No. 5.

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

November 22, 2024

Page 2

Amendment No. 4 to Registration Statement on Form S-4
filed on November 14, 2024

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 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.

Response: The Company respectfully advises the Staff
the new board will not be classified. The Company has accordingly revised the disclosure on pages 39, 144, 157, 195 and the new form of Third Amended and Restated Certificate of Incorporation of Blaize Holdings, Inc., included as Exhibit
A to Annex A-4 of Amendment No. 5
in response to the comment.

 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.

Response: Pursuant to a November 21, 2024 discussion with the Staff of the Securities and Exchange Commission, in response to this comment the Company
respectfully advises the Staff that it has revised the disclosure on pages 38, 142-143, 177-178 and F-126 of Amendment No. 5.

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.

Response: The Company respectfully advises the Staff that the Company entered into an Amendment No. 3 to the Merger Agreement to clarify that the
Stockholders' Agreement will not be entered into at the closing of the Business Combination and the Company has accordingly revised the
disclosure on pages 39 and 143-144 of Amendment No. 5 in response to the comment.

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.

Response: The Company respectfully advises the Staff that it
has revised the disclosure on pages 303-304 and 307-308 of Amendment No. 5 in response to the comment.

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.

Response: The Company respectfully advises the Staff that it
has filed a revised opinion in response to the comment.

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

November 22, 2024

Page 2

* * *

We hope that the foregoing has been helpful to
the Staff’s understanding of the Registrant and Co-Registrant’s disclosure and that the disclosure modifications in Amendment
No. 5 are satisfactory to the Staff. If you have any questions or comments about this letter or need any further information, please
call the undersigned at (212) 318-3168.

    Very Truly Yours

    By:
    /s/
    Rajiv Khanna

    Rajiv Khanna

cc: Shahal Khan (BurTech Acquisition Corp.)

                                                                     Dinakar Munagala (Blaize, Inc.)

  Ryan Lynch (Latham & Watkins LLP)

  Lee McIntyre (Norton Rose Fulbright US LLP)

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.

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
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

CORRESP
1
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

November 13, 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.

    Amendment No. 3 to Registration Statement on Form S-4 Filed on October 30, 2024

    File No. 333-280889

    SEC Comment Letter dated November 8, 2024

Dear Ms. Sidwell and Mr. Kruczek:

On behalf of BurTech Acquisition
Corp. (“BurTech”, the “Registrant”, or the “Company”) and Blaize, Inc. (the “Co-Registrant”),
we are submitting via EDGAR for review by the Securities and Exchange Commission (the “Commission”) this response letter and
the accompanying Amendment No. 4 (including certain exhibits) (“Amendment No. 4”) to the above-referenced Amendment
No. 3 to Registration Statement on Form S-4 filed by the Registrant and Co-Registrant on October 30, 2024 (the “Registration
Statement”). This letter and Amendment No. 4 reflect the Registrant’s respectful acknowledgement and response to the
comments received from the staff of the Commission (the “Staff”) regarding the Registration Statement contained in the Staff’s
letter dated November 8, 2024 (the “Comment Letter”), and certain other updated information. For your convenience, we
are providing to the Staff a supplemental typeset copy of Amendment No. 4 marked to indicate the changes from the Registration Statement.

The Staff’s comments
as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant and Co-Registrant
are shown below each comment. All references to page numbers in the responses herein are to the page numbers in Amendment No. 4.

Amendment No. 3 to Registration Statement on Form S-4
filed on October 30, 2024

General

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

November 13, 2024

Page 2

 1. We note the disclosures added on page 142 regarding the engagements of Jefferies and KeyBanc to
serve as "strategic advisors" in connection with the business combination and that their fees are payable upon closing of the
transaction . Please revise to explain in greater detail the nature of services each has rendered and will render in its engagement as
 "strategic advisor." File the related agreements as exhibits.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages 37, 141, 175 and 176 of Amendment No. 4 in response
to the comment. Further, the Company respectfully advises the Staff that the engagement letters are not required to be filed as exhibits
to the registration statement pursuant to Item 601 of Regulation S-K. The letters are not underwriting agreements or agreements with a
principal underwriter that would be required to be filed pursuant to Item 601(b)(1) of Regulation S-K nor are they material in the Company's
view and therefore are not otherwise required to be filed pursuant to Item 601(b)(10)(i) of Regulation S-K. There is nothing in the engagement
letters with Jefferies and KeyBanc that are material to an understanding of the Company's business and the Company has revised the disclosure
in Amendment No. 4 to include all material terms contained within each engagement letter for the benefit of investors.

Risk Factors

If we do not complete a business combination within 36-month of
our initial public offering,

our securities will be suspended from trading a, page 79

 2. We note your risk factor on pg. 79 regarding the risk of delisting upon issuance of a delisting determination
letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within
36 months of the date of effectiveness of its IPO registration statement. Please revise to disclose the consequences of any such suspension
or delisting, including that you may no longer be attractive as a merger partner if you are no longer listed on an exchange and any potential
impact on your ability to complete an initial business combination.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages 78 and 79 of Amendment No. 4 in response
to the comment.

Material U.S. Federal Income Tax Considerations for BurTech, Holders
of BurTech Class A

Common Stock and Holders of New Blaize Common Stock, page 178

3.
We note that you have provided a "form of" tax opinion as exhibit 8.1. Please file the actual tax opinion, not merely the form.
Additionally, we note your disclosure throughout the registration statement that "Latham & Watkins LLP intends to deliver
an opinion to the effect that... the Merger should qualify as a "reorganization" within the meaning of Section 368 (a) of
the Code." Please update this disclosure throughout the registration statement that Latham & Watkins is delivering a tax
opinion.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages 14, 43, 78 and 186 of Amendment No. 4 in response
to the comment. Exhibit 8.1 has been replaced with the executed tax opinion.

Security Ownership of Certain Beneficial Owners and Management,
page 303

4.
We note your response to our comment 21 in our September 24, 2024 comment letter. 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.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on pages 303, 304 and 307 of Amendment No. 4 in response
to the comment

* * *

We hope that the foregoing has been helpful to
the Staff’s understanding of the Registrant and Co-Registrant’s disclosure and that the disclosure modifications in Amendment
No. 4 are satisfactory to the Staff. If you have any questions or comments about this letter or need any further information, please
call the undersigned at (212) 318-3168.

    Very Truly Yours

    By:
    /s/ Rajiv Khanna

    Rajiv Khanna

    cc:
    Shahal Khan (BurTech Acquisition

 Corp.) Dinakar Munagala (Blaize, Inc.)

    Ryan Lynch (Latham & Watkins LLP)

    Lee McIntyre (Norton Rose Fulbright US LLP)

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.

November 8, 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. 3 to Registration Statement on Form S-4
Filed on October 30, 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 October 23, 2024 letter.
Amendment No. 3 to Form S-4 filed on October 30, 2024
General
We note the disclosures added on page 142 regarding the engagements of Jefferies
and KeyBanc to serve as "strategic advisors" in connection with the business
combination and that their fees are payable upon closing of the transaction .  Please
revise to explain in greater detail the nature of services each has rendered and will 1.

November 8, 2024
Page 2
render in its engagement as "strategic advisor."  File the related agreements as
exhibits.
Risk Factors
If we do not complete a business combination within 36-month of our initial public offering,
our securities will be suspended from trading a, page 79
2.We note your risk factor on pg. 79 regarding the risk of delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to disclose the
consequences of any such suspension or delisting, including that you may no longer
be attractive as a merger partner if you are no longer listed on an exchange and any
potential impact on your ability to complete an initial business combination.
Material U.S. Federal Income Tax Considerations for BurTech, Holders of BurTech Class A
Common Stock and Holders of New Blaize Common Stock, page 178
3.We note that you have provided a "form of" tax opinion as exhibit 8.1. Please file the
actual tax opinion, not merely the form. Additionally, we note your disclosure
throughout the registration statement that "Latham & Watkins LLP intends to deliver
an opinion to the effect that... the Merger should qualify as a "reorganization" within
the meaning of Section 368 (a) of the Code." Please update this disclosure throughout
the registration statement that Latham & Watkins is delivering a tax opinion.
Security Ownership of Certain Beneficial Owners and Management, page 303
4.We note your response to our comment 21 in our September 24, 2024 comment letter.
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.
            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

CORRESP
1
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

October 30, 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.
 Amendment No. 2 to Registration Statement on Form S-4
 Filed on October 11, 2024

File No. 333-280889
 SEC Comment Letter dated October 23, 2024

Dear Ms. Sidwell and Mr. Kruczek:

On behalf of BurTech Acquisition
Corp. (“BurTech”, the “Registrant”, or the “Company”) and Blaize, Inc. (the “Co-Registrant”),
we are submitting via EDGAR for review by the Securities and Exchange Commission (the “Commission”) this response letter and
the accompanying Amendment No. 3 (including certain exhibits) (“Amendment No. 3”) to the above-referenced Amendment
No. 2 to Registration Statement on Form S-4 filed by the Registrant and Co-Registrant on October 11, 2024 (the “Registration
Statement”). This letter and Amendment No. 3 reflect the Registrant’s respectful acknowledgement and response to the
comments received from the staff of the Commission (the “Staff”) regarding the Registration Statement contained in the Staff’s
letter dated October 23, 2024 (the “Comment Letter”), and certain other updated information. For your convenience, we
are providing to the Staff a supplemental typeset copy of Amendment No. 3 marked to indicate the changes from the Registration Statement.

The Staff’s comments
as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of the Registrant and Co-Registrant
are shown below each comment. All references to page numbers in the responses herein are to the page numbers in Amendment No. 3.

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
 October 30, 2024

Page 2

Amendment No. 2 to Registration Statement on Form S-4
filed on October 11, 2024

General

 1. Please disclose recent changes to exchange rules related to the potential immediate delisting
of the combined company's securities in the event of a failure to satisfy exchange listing standards and the related risks to investors.

Response: The Company respectfully advises the Staff that it
has revised the disclosure on pages 79-80 of Amendment No. 3 in response to the comment.

 2. We note your response to our prior comment 51 from our August 15, 2024 letter and reissue. 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 disclosure that Patrick Orlando previously served as
CEO of Digital World Acquisition Corp. Please see Item 1603(a)(3) of Regulation S-K. Also discuss the status of the 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.

Response: The Company respectfully advises the Staff that it
has revised the disclosure on pages 260-261 of Amendment No. 3 in response to the comment.

Proposal 1 - The Business Combination Proposal

The Business Combination, page 137

3. We note your response to our prior comment
14 and reissue in part. Disclosure on pg.137 indicates that the BurTech Board discussed Blaize's projected financial results and disclosure
on pg. 144 suggests that BurTech's Board reviewed "certain high-level figures related to Blaize's core set of current and prospective
customers". Please include the disclosures required by Item 1609 of Regulation S-K.

Response: The Company respectfully
advises the Staff that it has revised the disclosure on pages 138 and 148 of Amendment No. 3 by deleting the references to the
Company board's discussion and review of Blaize's projected financial results and high-level figures related to Blaize's customers.
Upon further review of its records of the business combination, the Company determined that only certain members of the Company's
management team, and not the Company's board, received this information from Blaize. Because this information was subject to a high
level of variability throughout the negotiation of the business combination and relied upon multiple assumptions, the Company's
management team determined the information was not sufficiently reliable and did not share the information with the Company's board.
This information was therefore not a material factor considered by the Company's board in making a determination that the business
combination was advisable and in the best interests of the Company and its equityholders and therefore is not required to be
disclosed pursuant to Item 1606 or Item 1609 of Regulation S-K.

4. We note your response to our prior Comment
10. As previously requested, please revise your disclosure in this section to describe negotiations relating to material terms of the
transactions, including but not limited to structure, consideration and earn-out shares for the sponsor and/or its affiliates. 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. It should be clear from your revisions who proposed what terms, what those terms were
and how and why they evolved during the course of the negotiations. In addition, please revise to discuss the "financial model"
presented by Mr. Schmi and the substance of the "discussion" that ensued.

Response: The Company respectfully advises the Staff that it
has revised the disclosure on pages 137-141 of Amendment No. 3 in response to the comment.

* * *

We hope that the foregoing has been helpful to
the Staff’s understanding of the Registrant and Co-Registrant’s disclosure and that the disclosure modifications in Amendment
No. 3 are satisfactory to the Staff. If you have any questions or comments about this letter or need any further information, please
call the undersigned at (212) 318-3168.

    Very Truly Yours

    By:
    /s/ Rajiv Khanna

    Rajiv Khanna

 cc: Shahal Khan (BurTech Acquisition Corp.)

    Dinakar Munagala (Blaize, Inc.)

    Ryan Lynch (Latham & Watkins LLP)

    Lee McIntyre (Norton Rose Fulbright US LLP)

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.

October 23, 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. 2 to Registration Statement on Form S-4
Filed on October 11, 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 September 24, 2024
letter.
Amendment No. 2 to Form S-4 filed on October 11, 2024
General
1.Please disclose recent changes to exchange rules related to the potential immediate de-
listing of the combined company's securities in the event of a failure to satisfy
exchange listing standards and the related risks to investors.

October 23, 2024
Page 2
2.We note your response to our prior comment 51 from our August 15, 2024 letter and
reissue. 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 disclosure that Patrick Orlando previously
served as CEO of Digital World Acquisition Corp. Please see Item 1603(a)(3) of
Regulation S-K. Also discuss the status of the 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.
Proposal 1 - The Business Combination Proposal
The Business Combination, page 137
3.We note your response to our prior comment 14 and reissue in part. Disclosure on pg.
137 indicates that the BurTech Board discussed Blaize's projected financial results
and disclosure on pg. 144 suggests that BurTech's Board reviewed "certain high-level
figures related to Blaize's core set of current and prospective customers". Please
include the disclosures required by Item 1609 of Regulation S-K.
4.We note your response to our prior Comment 10.  As previously requested, please
revise your disclosure in this section to describe negotiations relating to material terms
of the transactions, including but not limited to structure, consideration and earn-out
shares for the sponsor and/or its affiliates. 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.  It should be
clear from your revisions who proposed what terms, what those terms were and how
and why they evolved during the course of the negotiations.  In addition, please revise
to discuss the "financial model" presented by Mr. Schmi and the substance of the
"discussion" that ensued.
            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

CORRESP
1
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

October 10, 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.

  Amendment No. 1 to Registration Statement on Form S-4

  Filed on September 9, 2024

  File No. 333-280889

  SEC Comment Letter dated September 24, 2024

Dear Ms. Sidwell
and Mr. Kruczek:

On
behalf of BurTech Acquisition Corp. (“BurTech”, the “Registrant”, or the “Company”) and Blaize, Inc.
(the “Co-Registrant”), we are submitting via EDGAR for review by the Securities and Exchange Commission (the “Commission”)
this response letter and the accompanying Amendment No. 2 (including certain exhibits) (“Amendment No. 2”) to the
above-referenced Amendment No. 1 to Registration Statement on Form S-4 filed by the Registrant and Co-Registrant on September 6,
2024 (the “Registration Statement”). This letter and Amendment No. 2 reflect the Registrant’s respectful acknowledgement
and response to the comments received from the staff of the Commission (the “Staff”) regarding the Registration Statement
contained in the Staff’s letter dated September 24, 2024 (the “Comment Letter”), and certain other updated information.
For your convenience, we are providing to the Staff a supplemental typeset copy of Amendment No. 2 marked to indicate the changes
from the Registration Statement.

The
Staff’s comments as reflected in the Comment Letter are reproduced in italics in this letter, and the corresponding responses of
the Registrant and Co-Registrant are shown below each comment. All references to page numbers in the responses herein are to the
page numbers in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-4 filed on September 9, 2024

General

Ms. Sidwell and Mr. Kruczek

Securities and Exchange Commission

October 10,
2024

Page 2

 1. We note your response to our prior Comment 4 and reissue in part. Please 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. We note that Big 4 Sponsor LLC holds 42.3% of the membership interest in the Sponsor. Please identify the natural persons
holding interest in Big 4 Sponsor LLC.

Response:
The Company respectfully advises the Staff that it has revised the disclosure on the cover page and pages 100 and 254 of
Amendment No. 2 in response to the comment.

 2. We note your response to our prior Comment 12 and reissue in part. Please file the nonredemption agreements
as exhibits to your registration statement.

Response:
The Company respectfully advises the Staff that it has revised Item 21 of Amendment No. 2 and the related exhibit in response to
the comment.

 3. Please expand your response to prior comment 65 to clarify where in your revised fee table you included
all outstanding securities of the SPAC, including units and shares of common stock that are currently outstanding.

Response: The Company respectfully advises the Staff that the Company has revised Exhibit 107 of Amendment No. 2 in response to the comment.

 4. Your revisions in response to prior comment 54 indicate there are no conflicting fiduciary duties.
Please reconcile with the following disclosure that is repeated throughout your document: "the fact that certain of BurTech’s
directors and officers presently has fiduciary or contractual obligations to other entities pursuant to which such officer or director
is required to present a business combination opportunity to such entity. BurTech’s directors and officers also may have become
aware of business combination opportunities which may have been appropriate for presentation to BurTech and the other entities to which
they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity
a particular business opportunity should have been presented.

Response:
The Company respectfully advises the Staff that the Company has revised the disclosure on the cover page, pages 41, 96, 130 and 148-149 of Amendment No. 2 in response to the comment.

 5. When we request revisions to your document, please ensure your response and revisions address each
instance in which the disclosure appears in that document. In addition to the examples highlighted in our other comments included in this
letter, please reconcile your revisions on page 9 in response to prior comment 17 that approval of the proposals is assured with
your continued disclosures on pages 37 and 120 regarding the need for additional votes by public shareholders to approve the proposals.
In addition, highlight clearly and specifically on the cover page that approval of each proposal is assured.

Response:
The Company respectfully advises the Staff that it has revised the cover page and pages 40 and 132 of Amendment No. 2 in response
to the comment.

Cover Page

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

October 10,
2024

Page 3

 6. We note your response to our prior Comment 16 and reissue in part. Please briefly clarify the relationship
of the RT Parties to the SPAC and/or Blaize. If no prior relationship exists, state so directly.

Response:
The Company respectfully advises the Staff that Mr. Shahal Khan has had dealings with RT Parties and its affiliates in the past with
respect to joint funding and collaboration on projects unrelated to either the SPAC or Blaize. The Company has revised the disclosure on page [36] of Amendment No. 2 in response to the comment.

Q. Why is BurTech proposing the Business Combination
Proposal?, page 9

 7. Your disclosure on page 9 indicates that the total outstanding BurTech Class A Common Stock
and Warrants are as of June 20, 2024. Elsewhere, your disclosure indicates that the total outstanding Common Stock and Warrants are
as of June 30, 2024. Please revise this inconsistency.

Response:
The Company respectfully advises the Staff that it has revised page 9 of Amendment No. 2 in response to the comment.

Summary of Proxy Statement/Prospectus, page 37

 8. We note your response to our prior Comment 24 and reissue. Please revise the summary section to briefly
describe any material factors that the board considered in making its approval determination. Please refer to Item 1604(b)(2) of
Regulation S-K.

Response:
The Company respectfully advises the Staff it has revised page 40 of Amendment No. 2 in response to the comment.

Risk Factors

Our engagements with automotive OEMs and Tier-1
suppliers are long-term in nature and we will not receive firm purchase order commitments …, page 47

 9. We note your response to our prior Comment 26 and reissue in part. Please 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.

Response:
The Company respectfully advises the Staff that it has revised pages 51 and 52 of Amendment No. 2 in response to the comment.

Proposal 1 – The Business Combination
Proposal

The Business Combination, page 123

 10. We note your response to our prior Comment 32 and reissue. 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.

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

October 10,
2024

Page 4

Response:
The Company respectfully advises the Staff that the Company has revised the disclosure on page 137 of Amendment No. 2 in response to the
comment.

 11. We note your response to our prior Comment 33 and reissue in part. Please discuss both the benefits
and detriments of the business combination transaction and any related financing transactions on Blaize.

Response:
The Company respectfully acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised the disclosure
on pages 139 through 141 of Amendment No. 2 in response.

 12. We note your response to prior Comment 37. Please revise your disclosure to explain in what capacity
Cohen served in the negotiations and what services it provided. Also revise to clarify its role in the June 23, 2023 discussion of
 "the current and prospective financials of Blaize and to discuss valuation, structure and other aspects of a potential business combination
between BurTech and Blaize."

Response:
The Company respectfully advises the Staff that it has revised page 136 of Amendment No. 2 in response to the comment.

 13. We note your revisions in response to prior comment 40. Disclosure on page 74 indicates that EF
Hutton "was not engaged to provide any financial or merger-related advisory services in connection with the Business Combination".
However, disclosure on page 128 appear to indicate that EF Hutton served as financial advisor in considering Blaize as a business
combination target. Please advise or revise as to this apparent inconsistency.

Response:
The Company respectfully advises the Staff that the Company has revised the disclosure on pages 81 and 142 of Amendment No. 2 in
response to the comment.

 14. We reissue prior comment 39 given the continued disclosures regarding the projected/prospective financial
information of Blaize discussed during negotiations related to the business combination. We also note continued disclosures regarding
 "financial advisors." Identify these advisors and explain clearly what role and activities they performed.

Response:
The Company respectfully advises the Staff that the Company has revised the disclosure on pages 18, 88, 136, 142 and 144 of Amendment No.
2 in response to the comment. The Company would further advise the Staff that BurTech's management team received from Blaize several
sets of high-level and speculative revenue ranges related to Blaize's pipeline of core customers, including DENSO and Mercedes-Benz,
which were subject to a high level of variability throughout the negotiation period due to the number of assumptions included
therein. Therefore, BurTech's management did not consider these figures to be sufficiently reliable and did not share them with the BurTech board and therefore, the BurTech board did not rely
on such figures in determining whether to approve entry into the Merger Agreement.

Interests of Sponsor Related Parties in the
Business Combination and Related Financing, page 134

The Business Combination, page 123

 15. Please expand your response to prior comment 6 to quantify the aggregate dollar amount of out-of-pocket
expenses for which the Sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the BurTech's officers and
director, if material.

Response:
The Company respectfully advises the Staff that the Company has revised the disclosure on the cover page and pages 41, 96, 130 and 149
of Amendment No. 2 in response to the comment.

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

October 10,
2024

Page 5

Certain Agreements Related to the Business Combination, page 154

 16. We note your response to our prior comment 43 and reissue. Please revise this section to include disclosure
related to the additional agreements.

Response:
The Company respectfully advises the Staff that it has revised pages 170 through 172 of Amendment No. 2 in response to the comment.

Material U.S. Federal Income Tax Considerations
for BurTech, Holders of BurTech Class A Common Stock and Holders of New Blaize Common Stock, page 155

 17. We note your revisions in response to prior comment 44 and your disclosure on page 163 that "Blaize
and BurTech intend the Merger to qualify as a "reorganization" within the meaning of Section 368 (a) of the Code."
Please revise to clearly state whether the transaction will qualify as a reorganization, include an opinion of counsel covering the material
tax consequences of the business combination, and state that the disclosure in this section represents the opinion of counsel. If there
is uncertainty regarding the tax treatment of the transactions, counsel may (1) issue a “should” or “more likely
than not” opinion to make clear that the opinion is subject to a degree of uncertainty and (2) explain why it cannot give a
firm opinion. Refer to Section III.C of Staff Legal Bulletin No. 19. Please also remove language stating that “generally”
certain tax consequences will apply or assuming certain consequences (e.g., assuming that the Business Combination constitutes a reorganization).
Also please provide summary and risk factor disclosure. For further guidance, refer to Item 601(b)(8) of Regulation S-K and our Staff
Legal Bulletin No. 19.

Response: The Company respectfully advises the Staff that it has revised pages 14, 43, 77-78 and 182-183 of Amendment No. 2 in response to the comment.

Management team, page 227

 18. Your disclosure added in response to prior comment 51 indicates "certain of our executive officers
also serve as executive officers" for the SPACs you identify. Revise to clarify which of your officers also serve for those other
SPACs.

Response: The Company acknowledges the Staff’s com

September 24, 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. 1 to Registration Statement on Form S-4
Filed on September 9, 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 August 15, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed on September 9, 2024
General
1.We note your response to our prior Comment 4 and reissue in part. Please 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. We note
that Big 4 Sponsor LLC holds 42.3% of the membership interest in the Sponsor. Please
identify the natural persons holding interest in Big 4 Sponsor LLC.

September 24, 2024
Page 2
2.We note your response to our prior Comment 12 and reissue in part. Please file the non-
redemption agreements as exhibits to your registration statement.
3.Please expand your response to prior comment 65 to clarify where in your revised fee
table you included all outstanding securities of the SPAC, including units and shares of
common stock that are currently outstanding.
4.Your revisions in response to prior comment 54 indicate there are no conflicting fiduciary
duties.  Please reconcile with the following disclosure that is repeated throughout your
document: "the fact that certain of BurTech’s directors and officers presently has fiduciary
or contractual obligations to other entities pursuant to which such officer or director is
required to present a business combination opportunity to such entity. BurTech’s directors
and officers also may have become aware of business combination opportunities which
may have been appropriate for presentation to BurTech and the other entities to which
they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts
of interest in determining to which entity a particular business opportunity should have
been presented."
5.When we request revisions to your document, please ensure your response and revisions
address each instance in which the disclosure appears in that document.  In addition to the
examples highlighted in our other comments included in this letter, please reconcile your
revisions on page 9 in response to prior comment 17 that approval of the proposals is
assured with your continued disclosures on pages 37 and 120 regarding the need for
additional votes by public shareholders to approve the proposals.  In addition, highlight
clearly and specifically on the cover page that approval of each proposal is assured.
Cover Page
6.We note your response to our prior Comment 16 and reissue in part. Please briefly clarify
the relationship of the RT Parties to the SPAC and/or Blaize. If no prior relationship
exists, state so directly.
Q. Why is BurTech proposing the Business Combination Proposal?, page 9
7.Your disclosure on page 9 indicates that the total outstanding BurTech Class A Common
Stock and Warrants are as of June 20, 2024. Elsewhere, your disclosure indicates that the
total outstanding Common Stock and Warrants are as of June 30, 2024. Please revise this
inconsistency.
Summary of Proxy Statement/Prospectus, page 37
8.We note your response to our prior Comment 24 and reissue. Please revise the summary
section to briefly describe any material factors that the board considered in making its
approval determination. Please refer to Item 1604(b)(2) of Regulation S-K.
Risk Factors
Our engagements with automotive OEMs and Tier-1 suppliers are long-term in nature and we
will not receive firm purchase order commitments un, page 47
We note your response to our prior Comment 26 and reissue in part. Please 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 9.

September 24, 2024
Page 3
be reliant on the relationships and the expected timeframe for recognizing revenues.
Proposal 1 - The Business Combination Proposal
The Business Combination, page 123
10.We note your response to our prior Comment 32 and reissue. 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.
11.We note your response to our prior Comment 33 and reissue in part. Please discuss both
the benefits and detriments of the business combination transaction and any related
financing transactions on Blaize.
12.We note your response to prior Comment 37.  Please revise your disclosure to explain in
what capacity Cohen served in the negotiations and what services it provided.  Also revise
to clarify its role in the June 23, 2023 discussion of "the current and prospective financials
of Blaize and to discuss valuation, structure and other aspects of a potential business
combination between BurTech and Blaize."
13.We note your revisions in response to prior comment 40.  Disclosure on page 74 indicates
that EF Hutton "was not engaged to provide any financial or merger-related advisory
services in connection with the Business Combination". However, disclosure on page 128
appear to indicate that EF Hutton served as financial advisor in considering Blaize as a
business combination target. Please advise or revise as to this apparent inconsistency.
14.We reissue prior comment 39 given the continued disclosures regarding the
projected/prospective financial information of Blaize discussed during negotiations
related to the business combination.  We also note continued disclosures regarding
"financial advisors."  Identify these advisors and explain clearly what role and activities
they performed.
Interests of Sponsor Related Parties in the Business Combination and Related Financing, page
134
15.Please expand your response to prior comment 6 to quantify the aggregate dollar amount
of out-of-pocket expenses for which the Sponsor and its affiliates are awaiting
reimbursement. Provide similar disclosure for the BurTech's officers and director, if
material.
Certain Agreements Related to the Business Combination, page 154
16.We note your response to our prior comment 43 and reissue. Please revise this section to
include disclosure related to the additional agreements.

September 24, 2024
Page 4
Material U.S. Federal Income Tax Considerations for BurTech, Holders of BurTech Class A
Common Stock and Holders of New Blaize Common Stock, page 155
17.We note your revisions in response to prior comment 44 and your disclosure on page 163
that "Blaize and BurTech intend the Merger to qualify as a "reorganization" within the
meaning of Section 368 (a) of the Code." Please revise to clearly state whether the
transaction will qualify as a reorganization, include an opinion of counsel covering the
material tax consequences of the business combination, and state that the disclosure in this
section represents the opinion of counsel. If there is uncertainty regarding the tax
treatment of the transactions, counsel may (1) issue a “should” or “more likely than not”
opinion to make clear that the opinion is subject to a degree of uncertainty and (2) explain
why it cannot give a firm opinion. Refer to Section III.C of Staff Legal Bulletin No. 19.
Please also remove language stating that “generally” certain tax consequences will apply
or assuming certain consequences (e.g., assuming that the Business Combination
constitutes a reorganization). Also please provide summary and risk factor disclosure. For
further guidance, refer to Item 601(b)(8) of Regulation S-K and our Staff Legal Bulletin
No. 19.
Management team, page 227
18.Your disclosure added in response to prior comment 51 indicates "certain of our executive
officers also serve as executive officers" for the SPACs you identify.  Revise to clarify
which of your officers also serve for those other SPACs.
Information About BurTech
Permitted Purchases of Our Securities, page 229
19.Please reconcile your deletions in response to prior comment 29 with your disclosures
on pages 136 and 229.  Also, please confirm our understanding that your deletions mean
that the persons or entities mentioned in prior comment 29 will not engage in the
transactions mentioned in that comment.
Business Combination Shares, page 257
20.We note your response to prior comment 57.  Please also include shares issued to holders
of notes.
Security Ownership, page 263
21.As previously requested in our prior comment 59, 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.
Annex A.1 The Merger Agreement, page A-1-i
22.We note your response to our prior Comment 63 and reissue. 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. For example, we note references to a Company Disclosure Letter
and an Acquiror Disclosure Letter.

September 24, 2024
Page 5
            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

CORRESP
1
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

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
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
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
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 approv

CORRESP
1
filename1.htm

EF Hutton,

division of Benchmark Investments, LLC

590 Madison Avenue, 39th Floor

New York, NY 10022

December 8, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Melanie Singh, Esq.

Re: BurTech Acquisition Corp.

Registration Statement on Form S-1, as amended

File No. 333-258914

Dear Ms. Singh:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
 “Securities Act”), we, as representative of the underwriters of the proposed public offering of securities of BurTech Acquisition
Corp. (the “Company”), hereby join the Company’s request that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on Friday, December 10, 2021, or
as soon thereafter as possible.

Pursuant to Rule 460 under the Securities Act, we, as representative
of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    EF Hutton,

    division of Benchmark Investments, LLC

    By:
    /s/ Sam Fleischman

    Name: Sam Fleischman

    Title: Supervisory Principal

CORRESP
1
filename1.htm

BurTech Acquisition Corp.

1300 Pennsylvania Ave NW, Suite 700

Washington, DC 20004

December 8, 2021

VIA EDGAR & TELECOPY

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:
    BurTech Acquisition Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-258914) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:00 p.m. on December 10, 2021, or as soon thereafter as practicable.

    Very truly yours,

BurTech Acquisition Corp.

    By:
    /s/ Shahal Khan

    Name: Shahal Khan

Title: Chief Executive Officer

CORRESP
1
filename1.htm

    Alex Weniger-Araujo

    Partner

    345 Park Avenue

    New York, NY 10154

Direct	212.407.4063

Main	212.407.4000

Fax	212.407.4990

aweniger@loeb.com

October 13, 2021

Howard Efron

Division of Corporation Finance

Office of Real Estate and Construction

U. S. Securities and Exchange Commission

100 5th Street, N.E.

Washington, DC 20549

 Re: BurTech Acquisition Corp.

Registration Statement on Form S-1

Filed on August 19, 2021

File No. 33-258914

Dear Howard:

On behalf of our client,
BurTech Acquisition Corp, a Delaware company (the “Company”), we submit to the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “SEC”) this letter setting forth the Company’s response to the
comment contained in the Staff’s letter dated September 14, 2021 regarding the Company’s Registration Statement on
Form S-1.

The Staff’s comment is
repeated below in bold and is followed by the Company's response.

Form S-1 filed August 19, 2021

Capitalization, page 79

 1. We note that you are offering 25,000,000 shares of Class A common stock as part of your initial public
offering of units, but only show 23,742,449 shares subject to possible redemption in your Capitalization table. Please tell us how you
considered the guidance in ASC 480-10-S99-3A, which requires securities that are redeemable for cash or other assets to be classified
outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option
of the holder, or (3) upon the occurrence of an event that is not solely within the control of the holder, in concluding that all 25,000,000
shares of common stock were not required to be presented outside of permanent equity and part of shares subject to possible redemption.

RESPONSE:

We respectfully advise the
Staff that Amendment No. 1 to the Registration Statement restates that all 25,000,000 shares of Class A common stock included in the Company’s
units to be sold in the public offering are now presented as temporary equity under the guidance in paragraph 3f of ASC 480-10-S99-3A,
and all 25,000,000 shares of Class A common stock are subject to possible redemption.

    Los Angeles    New York    Chicago    Nashville    Washington, DC    San Francisco    Beijing    Hong Kong    www.loeb.com

    For the United States offices, a
    limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

    Howard Efron

    October 13, 2021

    Page 2

Please contact me if you have any additional comments
or questions regarding the response.

Sincerely,

/s/ Alex Weniger-Araujo

Alex Weniger-Araujo

Partner

United States securities and exchange commission logo
September 14, 2021
Shahal Khan
Chief Executive Officer
BurTech Acquisition Corp.
1300 Pennsylvania Ave NW, Suite 700
Washington, DC 20004
Re:BurTech Acquisition Corp.
Registration Statement on Form S-1
Filed on August 19, 2021
File No. 333-258914
Dear Mr. Khan:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Form S-1 filed August 19, 2021
Capitalization, page 79
1.We note that you are offering 25,000,000 Class A common shares as part of your initial
public offering of units, but only show 23,742,449 Class A common shares subject to
possible redemption in your Capitalization table. Please tell us how you considered the
guidance in ASC 480-10-S99-3A, which requires securities that are redeemable for cash
or other assets to be classified outside of permanent equity if they are redeemable (1) at a
fixed or determinable price on a fixed or determinable date, (2) at the option of the holder,
or (3) upon the occurrence of an event that is not solely within the control of the issuer, in
concluding that all 25,000,000 Class A common shares were not required to be presented
outside of permanent equity and part of shares subject to possible redemption.

 FirstName LastNameShahal Khan
 Comapany NameBurTech Acquisition Corp.
 September 14, 2021 Page 2
 FirstName LastName
Shahal Khan
BurTech Acquisition Corp.
September 14, 2021
Page 2

            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.
            You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related matters.
Please contact Melanie Singh at 202-551-4074 or Brigitte Lippmann at 202-551-3713 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       G. Alex Weniger-Araujo