BurTech Acquisition Corp. extends deadline to Dec 15, 2023 after 22.1M shares redeemed for $228M

As approved by its stockholders at the Special Meeting held on March 10, 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 ”), (a) giving the Company the right to extend the date by which it has to complete a business combination to December 15, 2023, and (b) to change Section 9.2 (a) of the Charter to modify the net tangible asset requirement to state that the Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.

As approved by its stockholders at the special meeting of stockholders held on March 10, 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 ”).

On March 1, 2023, through March 10, 2023, BurTech LP LLC, the sponsor of the Company (the “ Sponsor ”), entered into agreements (“ Non-Redemption Agreements ”) with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 4,597,648 shares (“ Non-Redeemed Shares ”) of the Company’s shares of Class A common stock, par value $0.0001 per share, sold in its initial public offering (the “ Class A Shares ”), at the Special Meeting.

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 until December 15, 2023, with no additional payments to the Company’s trust account.

Stockholders approved the proposal to amend the Company’s Charter: (a) giving the Company the right to extend the date by which it has to complete a business combination to December 15, 2023, and (b) to change Section 9.2 (a) of the Charter to modify the net tangible asset requirement to state that the Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.