UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 15, 2023 (
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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Item 1.01 Entry into a Material Definitive Agreement
As approved by its stockholders at the special meeting of stockholders held on December 11, 2023 (the “Special Meeting”), BurTech Acquisition Corp. (the “Company”) entered into an amendment to the investment management trust agreement dated as of December 10, 2021, with Continental Stock Transfer & Trust Company (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination twelve (12) times, each such extension for an additional one (1) month period (each an “Extension”), until December 15, 2024, by depositing into the Trust Account the lesser of $0.03 per unredeemed share of Class A common stock or $150,000 (the “Extension Payment”) for each one-month Extension.
The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment, filed hereto as Exhibit 10.1, and is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
On December 11, 2023, the Company issued an aggregate of 9,487,495 shares of Class A common stock, par value $0.0001 per share (“Class A Shares”) to the holders of the Company’s shares of Class B common stock, par value $0.0001 per share (“Class B Shares”) upon the exchange of an equal number of Class B Shares (the “Exchange”). The 9,487,495 Class A Shares issued in connection with the Exchange are subject to the same restrictions as applied to the Class B Shares before the Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering. The issuance of Class A Shares upon the Exchange has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Special Meeting held on December 11, 2023, the Company filed an amendment to its second amended and restated certificate of incorporation (the “Charter”) with the Delaware Secretary of State (the “Charter Amendment”), to (a) extend the date by which BurTech has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period from December 15, 2023 to December 15, 2024; and (b) change Section 4.3 (b)(i) of the Charter to allow the holders of shares of Class B Shares to convert their shares of Class B common stock to Class A Shares at the option of the holder.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 11, 2023, the Company held the Special Meeting. On November 16, 2023, the record date for the Special Meeting, there were 17,447,703 shares of common stock entitled to be voted at the Special Meeting. This includes 7,960,203 Class A Shares, and 9,487,500 Class B Shares (together being the outstanding shares of the Company’s common stock, referred to as the “Shares”). At the meeting, 16,072,458 Shares or 91% of such Shares were represented in person or by proxy.
The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
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| 1. | Charter Amendment |
Stockholders approved the proposal to amend the Company’s Charter: to (a) extend the date by which BurTech has to consummate a business combination up to twelve (12) times, each such extension for an additional one (1) month period from December 15, 2023 to December 15, 2024; and (b) change Section 4.3 (b)(i) of the Charter to allow the holders of shares of Class B Shares to convert their Class B Shares to Class A Shares at the option of the holder. The voting results, representing 89.97% of the Company’s Shares, were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| 15,697,478 | 374,980 | 0 | 0 |
On December 11, 2023, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.
| 2. | Trust Amendment |
Stockholders approved the proposal to amend the Company’s investment management trust agreement, dated as of December 10, 2021 by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time to complete a business combination twelve (12) times, each such Extension for an additional one (1) month period until December 15, 2024, by depositing into the Trust Account the lesser of $0.03 per unredeemed share of Class A common stock or $150,000 for each one-month Extension. Adoption of the Trust Amendment required approval by the affirmative vote of at least 65% of the Company’s Shares. The voting results, representing 89.97% of the Company’s Shares, were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| 15,697,378 | 374,980 | 100 | 0 |
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 11, 2023, 2,285,040 shares were tendered for redemption. As a result, approximately $24.4 million (approximately $10.70 per share) will be removed from the Company’s trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date.
On December 11, 2023, the Company issued an aggregate of 9,487,495 Class A Shares, to the holders of the Company’s Class B Shares, upon the exchange of an equal number of Class B Shares (the “Exchange”). The 9,487,495 Class A Shares issued in connection with the Exchange are subject to the same restrictions as applied to the Class B Shares before the Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering.
Following redemptions and the Exchange, the Company will have 15,162,662 shares of Class A Common Stock and one share of Class B Common Stock, issued and outstanding.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amendment to the Second Amended and Restated Certificate of Incorporation of BurTech Acquisition Corp. dated December 11, 2023 | |
| 10.1 | Amendment to the investment management trust agreement of December 10, 2021, between BurTech Acquisition Corp. and Continental Stock Transfer & Trust Company dated December 11, 2023 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BURTECH ACQUISITION CORP. | |||
| By: | /s/ Shahal Khan | ||
| Name: | Shahal Khan | ||
| Title: | Chief Executive Officer | ||
| Dated: December 15, 2023 | |||
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Exhibit 3.1
SECOND AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF BURTECH ACQUISITION CORP.
December 11, 2023
BurTech Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “BurTech Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 02, 2021. The Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 19, 2021. The Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on December 13, 2021 (the “Second Amended and Restated Certificate”).
2. On March 10, 2023, the Corporation filed an amendment to the Second Amended and Restated Certificate with the Secretary of State of Delaware.
3. This Second Amendment to the Second Amended and Restated Certificate amends the Second Amended and Restated Certificate.
4. This Amendment to the Second Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
5. The text of Paragraph 9.1(b) of Article NINE is hereby amended and restated to read in full as follows:
“9.1 (b). Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes (less up to $100,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination;
(ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by December 15, 2023 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (or such a later date pursuant to the extension set forth under Section 9.1(c) the “Deadline Date”), unless the Company extends the time to complete the Business Combination after the Deadline Date on a month-to-month basis until December 15, 2024, with one- month extension payments of the lesser of $0.03 per unredeemed share of Class A Common Stock or $150,000 for each one-month extension (each an “Extension”), and if it has not completed the Business Combination within such period with each Extension (as applicable, the “Last Date”) (for example, if during the last month Extension, the Company does not deposit the lesser of $0.03 per unredeemed share of Class A Common Stock or $150,000 into the Trust Account by the last day of the last one-month Extension, then the Last Date shall be the last day of the last paid Extension); or (iii) the redemption of shares in connection with a stockholder vote to amend any provisions of this Second Amended and Restated Certificate, as amended (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders”.
6. The text of Paragraph 9.3 (b)(i) of Article NINE is hereby amended and restated to read in full as follows:
“ Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial Conversion Ratio”) automatically on the closing of the Business Combination, or at any time at the option of the holder.”
IN WITNESS WHEREOF, BurTech Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
BURTECH ACQUISITION CORP.
| By: | /s/ Shahal Khan |
Name: Shahal Khan
Exhibit 10.1
AMENDMENT NO. 2
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 2 (this “Amendment”), dated as of December 11, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between BurTech Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement on December 10, 2021 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;
WHEREAS, at a Special Meeting of the Company held on December 11, 2023, the Company’s stockholders approved (i) a proposal to amend the Company’s second amended and restated certificate of incorporation (the “2nd A&R COI”) giving the Company the right to extend the date by which it has to consummate a business combination up to twelve (12) times for an additional one-month period each time, until December 15, 2024; a (ii) a proposal to amend the Trust Agreement requiring the Company to deposit the lesser of $0.03 per unredeemed share of Class A Common Stock or $150,000 into the Trust Account for each one-month extension from December 15, 2023 until December 15, 2024 (or up to an aggregate of $1,800,000 for the total twelve-month period); and
NOW THEREFORE, IT IS AGREED:
1. Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer and Chief Financial Officer and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (i) the 15-month anniversary of the closing of the IPO (“Closing”) or, (ii) in the event that the Company extended the time to complete the Business Combination until December 15, 2024 on a month-to-month basis ( each an “Extension”) by depositing the lesser of $0.03 per unredeemed share of Class A Common Stock or $150,000 into the Trust Account for each one-month Extension, but has not completed the Business Combination within such one month Extension (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date. For example, if during the last month Extension, the Company does not deposit the lesser of $0.03 per unredeemed share of Class A Common Stock or $150,000 into the Trust Account by the last day of such one-month Extension, then the Last Date shall be the last day of the last paid Extension.”
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | |||
| By: | /s/ Francis Wolf | ||
| Name: | Francis Wolf | ||
| Title: | Vice President | ||
| BURTECH ACQUISITION CORP. | |||
| By: | /s/ Shahal Khan | ||
| Name: | Shahal Khan | ||
| Title: | Chief Executive Officer | ||