8-K
filed April 26, 2024, 7:59 PM ET
ticker BZAI
CIK 0001871638
other material
confidence high
sentiment positive
materiality 0.75
BurTech and Blaize amend merger terms; $70M note closed; sponsor backstops $30M trust minimum
Blaize Holdings, Inc.
- RT-AI funded $70M of $125M convertible note financing; up to $55M additional by May 9, 2024.
- Base purchase price in merger agreement increased from $700M to $767M.
- Sponsor BurTech LP LLC backstops trust to at least $30M; buys shares at $10 if redemptions shortfall.
- Sponsor agrees to forfeit 2,000,000 BurTech shares effective immediately prior to closing.
- RT-AI and Ava investors granted exemption from lock-up; resale registration on Form S-1 after close.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Blaize Holdings, Inc. entered into RT Letter Agreement with RT-AI I, LLC valued at Convertible note financing of up to $125.0 million; $70.0 million funded as of April 22, 2024 (effective 2024-04-22).
- Action
- entry
- Counterparty
- RT-AI I, LLC
- Value
- Convertible note financing of up to $125.0 million; $70.0 million funded as of April 22, 2024
- Effective
- 2024-04-22
Exact text from the filing
on April 22, 2024, of which $70.0 million were funded to Blaize as of such date, BurTech consented to a letter agreement (the " RT Letter Agreement ") between Blaize and RT-AI I, LLC
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Blaize Holdings, Inc. entered into Sponsor Forfeiture Agreement with BurTech LP LLC valued at Sponsor agreed to forfeit 2,000,000 BurTech Shares (effective 2024-04-22).
- Action
- entry
- Counterparty
- BurTech LP LLC
- Value
- Sponsor agreed to forfeit 2,000,000 BurTech Shares
- Effective
- 2024-04-22
Exact text from the filing
Backstop Subscription Agreement On April 22, 2024, BurTech LP LLC (the “ Sponsor ”) entered into a backstop subscription agreement (the “ Backstop Subscription Agreement ”) with BurTech and Blaize.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Blaize Holdings, Inc. entered into Backstop Subscription Agreement with BurTech LP LLC valued at Sponsor shall purchase BurTech Shares if Trust Amount less than $30,000,000 (effective 2024-04-22).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- BurTech LP LLC
- Value
- Sponsor shall purchase BurTech Shares if Trust Amount less than $30,000,000
- Effective
- 2024-04-22
Exact text from the filing
On April 22, 2024, BurTech LP LLC (the " Sponsor ") entered into a backstop subscription agreement (the " Backstop Subscription Agreement ") with BurTech and Blaize
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Blaize Holdings, Inc. amended Merger Agreement Amendment with BurTech, BurTech Merger Sub Inc., Blaize, Burkhan valued at Increased Base Purchase Price from $700 million to $767 million; revised definitions (effective 2024-04-22).
- Action
- amendment
- Agreement
- merger
- Counterparty
- BurTech, BurTech Merger Sub Inc., Blaize, Burkhan
- Value
- Increased Base Purchase Price from $700 million to $767 million; revised definitions
- Effective
- 2024-04-22
Exact text from the filing
On April 22, 2024, BurTech, BurTech Merger Sub Inc., Blaize and Burkhan entered into an Amendment to Agreement and Plan of Merger (the " Merger Agreement Amendment ")
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Blaize Holdings, Inc. entered into Ava Letter Agreement with Ava Investors SA valued at Concurrent issuance of pre-funded warrants (effective 2024-04-22).
- Action
- entry
- Counterparty
- Ava Investors SA
- Value
- Concurrent issuance of pre-funded warrants
- Effective
- 2024-04-22
Exact text from the filing
inancing ”) to Ava Investors SA, a société anonyme incorporated under the laws of Switzerland (“ Ava ”, together with its affiliates and their respective transferees,
View on SEC.gov
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