DEF 14A of Blaize Holdings, Inc.
Filed Nov 14, 20240001104659-24-118923
What interests do the Company’s directors and officers have in the approval of the Charter Amendment Proposal and the Trust Amendment Proposal?
What interests do the Company’s directors and officers have in the approval of the Charter Amendment Proposal and the Trust Amendment Proposal? The Company’s directors, officers and their affiliates have interests in the Charter Amendment Proposal and the Trust Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, but are not limited to, beneficial ownership of insider shares and rights that will become worthless if the Charter Amendment Proposal and the Trust Amendment Proposal are not approved. See the section entitled “Interests of the Company’s Directors and Officers.” Q.
Interests of the Company’s Directors and Officers
Interests of the Company’s Directors and Officers When you consider the recommendation of our board, you should keep in mind that the Company’s initial stockholders, sponsor, officers, directors and advisors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things: • the fact that the Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Initial Business Combination; • the fact that if the Initial Business Combination is not approved, in accordance with our Charter, the 9,487,500 Founder Shares held by our sponsor, our officers and directors, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 898,250 Private Placement Shares included in the private units that were acquired simultaneously with the IPO in the private placement for an aggregate purchase price of $8,982,500 which includes the 93,750 Private Placement Shares acquired in connection with the exercise of the overallotment option for an aggregate purchase price of $937,500. Irrespective of existing lock-up agreements that impose restrictions on the transfer of the Founder Shares and Private Placement Shares, such Founder Shares and Private Placement Shares had an aggregate market value of approximately $118 million based on the last sale price of $11.40, on Nasdaq on November 12, 2024; • if we are unable to complete a business combination and distribute the proceeds held in trust to our public stockholders, our sponsor has agreed (subject to certain exceptions) that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.15 per share by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us; • all rights specified in the Company’s Charter relating to the right of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated from monetary liability with respect to prior acts or omissions, will continue after a business combination. If the Initial Business Combination is not approved and the Company liquidates, the Company will not be able to perform its obligations to its officers and directors under those provisions; and our sponsor, officers, directors, initial stockholders or their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. However, if the Company fails to consummate the Initial Business Combination, they will not have any claim against the trust account for reimbursement. Accordingly, the Company will most likely not be able to reimburse these expenses if the Initial Business Combination is not completed. As of November 12, 2024 no out-of-pocket expenses are owed to BurTech’s officers, directors and Sponsor. Additionally, if the Charter Amendment Proposal and the Trust Amendment Proposal are approved, the Extension is implemented and the Company consummates the Business Combination, the officers and directors may have additional interests that would be described in the proxy statement for such transaction.
Interests of the Company’s Directors and Officers
Interests of the Company’s Directors and Officers When you consider the recommendation of our board, you should also keep in mind that BurTech’s Sponsor, initial stockholders, officers and directors have interests in the proposals and the business combination that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things: • BurTech’s Sponsor has a fiduciary obligation to its members and Shahal Khan, (BurTech’s Chief Executive Officer and Director) is the controlling member of our Sponsor. Roman Livson our Chief Financial Officer is also a member of our Sponsor. Each of Mr. Khan and Mr. Livson has a fiduciary obligation to both BurTech and the Sponsor, and may have a conflict of interest when voting. If the Business Combination is not completed, BurTech will be required to dissolve and liquidate. In such event, the 9,487,500 Founder Shares which were acquired prior to the IPO and 898,250 Private Placement Shares included in the private placement units acquired in the private placement simultaneously with the closing of the IPO currently held by the initial stockholders, will be worthless because such holders have agreed to waive their rights to any liquidation distributions. The Founder Shares were purchased for an aggregate purchase price of $25,000. The Founder Shares and the Private Placement Shares had an aggregate market value of approximately $118 million, based on the closing price of $11.40 per share of BurTech’s Class A common stock on the Nasdaq Global Market as of November 12, 2024. Because of these interests, BurTech’s initial stockholders could benefit from the completion of a business combination that is not favorable to its public stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate. For example, if the share price of the BurTech Common Stock declined to $5.00 per share after the close of the business combination, BurTech’s public stockholder that purchased shares in the initial public offering, would have a loss of $5.00 per share, while BurTech’s initial stockholders would have a gain of $4.13 per share because it acquired the Founder Shares for a nominal amount. In other words, BurTech’s initial stockholders can earn a positive rate of return on their investment even if public stockholders experience a negative rate of return in the post-combination company. BurTech’s sponsor is BurTech LP, LLC (“Sponsor”), and its managing member is Shahal Khan. If the Business Combination is not completed, the Sponsor will lose an aggregate of approximately $10.1 million, with the potential value of approximately $118 million comprised of the following: • approximately $118 million (based on the closing price of $11.40 per share of BurTech Class A common stock on the Nasdaq Global Market as of November 12, 2024) for the 9,487,500 Founder Shares and the 898,250 Private Placement Shares that were included in the units sold in the private placement simultaneously with the IPO, that the Sponsor holds; • the $10,000 monthly administrative fee under the administrative support agreement pursuant to which BurTech may delay payment of the same until the consummation of a business combination. To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the Special Annual Meeting (or December 05, 2024). You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights. As of November 12, 2024, there was approximately $50.3 million in the Trust Account. If the Charter Amendment Proposal and the Trust Amendment Proposal are approved and the Extension Termination Date is extended to May 15, 2025, the redemption price per share at the meeting for the Initial Business combination or the Company’s subsequent liquidation will be calculated after taking into account any interest earned and after the deduction of allowable taxes. The closing price of the Company’s common stock on November 12, 2024 was $11.40. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. If the Charter Amendment Proposal, the Trust Amendment Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal are not approved and we do not consummate a business combination by December 15, 2024, as contemplated by our IPO prospectus and in accordance with our Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares of Class A common stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us (net of taxes payable), divided by the number of then outstanding public shares of Class A common stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the Trust Account with respect to our rights that were included in the units purchased in the public offering, which will be worthless in the event of our winding up. In the event of a liquidation, our sponsor, the Representative, our officers and directors and our other initial stockholders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares, the Representative Shares or the Private Placement Shares. Subject to the foregoing, the affirmative vote of at least 65% of the Company’s outstanding common stock, including the Founder Shares, the Private Placement Shares and the Representative Shares, will be required to approve the Charter Amendment Proposal and the Trust Amendment Proposal. The approval of the Charter Amendment Proposal and the Trust Amendment Proposal are essential to the implementation of our board’s plan to extend the date by which we must consummate our initial business combination. Therefore, our board will abandon and not implement the Charter Amendment Proposal unless our stockholders approve the Charter Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the Charter Amendment Proposal and the Trust Amendment Proposal, our board will retain the right to abandon and not implement the Charter Amendment Proposal or the Trust Amendment Proposal at any time without any further action by our stockholders.
Interests of the Company’s Directors and Officers
Our board has fixed the close of business on November 12, 2024 as the date for determining the Company stockholders entitled to receive notice of and vote at the Special Annual Meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Special Annual Meeting or any adjournment thereof. You are not being asked to vote on any business combination at this time. If the Charter Amendment Proposal and the Trust Amendment Proposal are implemented and you do not elect to redeem your public shares of Class A common stock now, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares of Class A common stock into a pro rata portion of the Trust Account in the event a business combination is approved and completed or the Company has not consummated a business combination by the Extended Termination Date. The Company’s board of directors recommends that you vote “FOR” the Charter Amendment Proposal.