Blaize Holdings, Inc. (BZAI): M&A transaction — Blaize Holdings completes SPAC merger with BurTech, begins trading on Nasdaq

Blaize Holdings, Inc.

Business Combination closed Jan 13, 2025; Legacy Blaize survives as wholly owned subsidiary.
Merger valued Blaize at $767M per April 2024 amendment.
Non-Redemption Agreements brought $33.1M from trust; 2,854,242 shares placed in escrow.
PIPE Investment raised $15.4M via 1,540,300 shares at $10.00 each.
Approximately 34.39% of outstanding common stock subject to 180-day lock-up.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Blaize Holdings, Inc.: Amended and restated bylaws effective as of the closing of the business combination (effective 2025-01-13).

Change: bylaw amendment
Effective: 2025-01-13

Exact text from the filing

and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Blaize Holdings, Inc.: Amended and restated certificate of incorporation effective as of the closing of the business combination (effective 2025-01-13).

Change: charter amendment
Effective: 2025-01-13

Exact text from the filing

On January 13, 2025, in connection with the consummation of the Transactions, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”)

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Blaize Holdings, Inc.: Company ceased to be a shell company as a result of the business combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, the Company ceased to be a shell company.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Blaize Holdings, Inc.: Adopted new Code of Business Ethics and Conduct in connection with the business combination (effective 2025-01-13).

Change: code of ethics
Effective: 2025-01-13

Exact text from the filing

on January 13, 2025, the Board approved and adopted a new Code of Business Ethics and Conduct applicable to all employees, officers and directors of the Company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Blaize Holdings, Inc. underwent a change of control involving BurTech Acquisition Corp. for $767 million (closed 2025-01-13).

Action: change of control
Counterparty: BurTech Acquisition Corp.
Consideration: $767 million
Closing: 2025-01-13

Exact text from the filing

Plan of Merger (the “Merger Agreement Amendment”). The Merger Agreement Amendment amended the original Merger Agreement to increase the valuation of Blaize from $700 million to $767 million. Amendment No. 2 to Merger Agreement On October 24, 2024, BurTech, Merger Sub, Blaize and Burkhan entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Second

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Blaize Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-008517

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