Blaize, Inc. a provider of purpose-built, AI-enabled edge computing solutions, announced today that it has entered into a definitive agreement to combine with BurTech Acquisition Corp. (“BurTech”) (NASDAQ: BRKH), a publicly traded special purpose acquisition company. Upon closing of the proposed transaction, Blaize will become a publicly traded company and is expected to be listed on Nasdaq under a new ticker symbol. The proposed transaction values Blaize at a pro forma enterprise value of $894 million.

Blaize Overview

Blaize is a provider of full-stack, AI-enabled computing solutions across diverse and expanding markets, encompassing automotive, mobility, retail, security, industrial automation, healthcare and others that represent a collective total addressable market in excess of $70 billion. Blaize’s proprietary, purpose-built, full-stack programable processor architecture and low-code/no-code software platform solutions are designed to enable enterprises to rapidly harness the power of AI at the periphery of the network and in the data center and deliver real-time insights and decision-making capabilities with speed and efficiency.

This efficient processor architecture is designed to address the inherent challenges of edge AI processing, providing high-performance computing at low power consumption, minimal latency and high efficiency. The Blaize architecture includes its software suite composed of Blaize® AI Studio® and Blaize® Picasso® SDK (Software Development Kit), providing customers with a user-friendly and flexible means to swiftly develop and deploy applications at a highly optimized total cost of ownership (“TCO”).

Management Comments

BurTech Quote: CEO and Chairman of BurTech Shahal Khan, commented, “Today marks the beginning of an extraordinary journey as BurTech agrees to combine with Blaize. The potential in the field of edge AI is immense, and this partnership positions the combined company for success. We are honored to have garnered strong backing from visionary investors, a testament to the revenue and growth potential in our journey. Our confidence in Blaize's management team is unwavering, and together, we are poised to be a leading player in a bright and transformative future in the world of edge AI. We are eager to pioneer the path ahead."

Blaize Quote: Commenting on this merger, CEO and co-founder of Blaize, Dinakar Munagala stated, "This combination with BurTech is a landmark event for Blaize. It positions us perfectly to tackle the exciting challenges and global opportunities in AI computing and processors. We are grateful for the support of our long-term investors and the commitment from BurTech. This enables us to rapidly deploy our proprietary AI solutions across multiple geographies and play a prominent role in shaping the future of sustainable AI innovation.”

Transaction Overview

Under the terms of the merger agreement, Blaize will merge with and into a wholly owned Delaware subsidiary of BurTech that was formed for the purpose of the proposed transaction (the “Merger”), with Blaize surviving the Merger as a direct wholly owned subsidiary of BurTech. At the effective time of the Merger, stockholders of Blaize immediately prior to the effective time of the Merger will receive shares of BurTech common stock based on an implied pro forma enterprise value of approximately $894 million at a price of $10.00 per share.

The proposed transaction is expected to deliver minimum proceeds of approximately $71 million (prior to payment of expenses), including approximately $46 million cash from BurTech’s trust account (assuming no further redemptions by BurTech’s stockholders) and a $25 million committed investment from Burkhan Capital, LLC, an affiliate of BurTech, in the form of convertible notes and warrants of Blaize.

In addition, 16.3 million shares of common stock of BurTech may be issued as earnout shares after the closing of the proposed transaction, in accordance with the schedule set forth in the merger agreement. The earnout shares are to be issued to shareholders of Blaize and Burkhan Capital LLC contingent, in each case, on meeting certain stock price thresholds.

In connection with the consummation of the proposed transaction, BurTech will be renamed “Blaize Holdings, Inc.”

The proposed transaction, which has been unanimously approved by the board of directors of each of BurTech and Blaize, is expected to close in the second quarter of 2024, subject to approval by BurTech’s and Blaize’s stockholders, and the satisfaction of other customary closing conditions, including the effectiveness of a registration statement on Form S-4 (the “Registration Statement”), which will contain a proxy statement/prospectus, and other regulatory approvals. Additional information about the proposed transaction, including a copy of the merger, will be filed by BurTech in a Current Report on Form 8-K with the SEC that will be available at www.sec.gov.

Advisors

Norton Rose Fulbright US LLP is acting as U. S. legal counsel to BurTech. Cohen & Company Capital Markets is acting as exclusive financial advisor, lead capital markets advisor and private placement agent to Blaize. Latham & Watkins LLP is acting as legal counsel to Blaize. Blueshirt Capital Advisors is also serving as an investor relations advisor to Blaize.

 

Source:businesswire.com

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