---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-053068"
form_type: "8-K"
ticker: "BZAI"
cik: "0001871638"
company_name: "Blaize Holdings, Inc."
filed_at: "2024-04-26T23:59:59+00:00"
generated_at: "2026-06-03T06:43:26.378771+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# BurTech and Blaize amend merger terms; $70M note closed; sponsor backstops $30M trust minimum

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-24-053068
- form_type: 8-K
- ticker: BZAI
- cik: 0001871638
- company_name: Blaize Holdings, Inc.
- filed_at: 2024-04-26T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1871638/000110465924053068/0001104659-24-053068-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1871638/000110465924053068/tm2412714d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-053068
- JSON: https://secwatch.observer/filing/0001104659-24-053068.json
- Plain text: https://secwatch.observer/filing/0001104659-24-053068.txt

## Key facts
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871638/000110465924053068/0001104659-24-053068-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871638/000110465924053068/0001104659-24-053068-index.htm
- Material Agreements
  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
  source text: On April 22, 2024, BurTech LP LLC (the " Sponsor ") entered into a backstop subscription agreement (the " Backstop Subscription Agreement ") with BurTech and Blaize
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871638/000110465924053068/0001104659-24-053068-index.htm
- Material Agreements
  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
  source text: 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 ")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871638/000110465924053068/0001104659-24-053068-index.htm
- Material Agreements
  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
  source text: inancing ”) to Ava Investors SA, a société anonyme incorporated under the laws of Switzerland (“ Ava ”, together with its affiliates and their respective transferees,
  evidence_url: https://www.sec.gov/Archives/edgar/data/1871638/000110465924053068/0001104659-24-053068-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.