UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-41139

BURTECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware

85-2708752

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

1300 Pennsylvania Ave NW, Suite 700

Washington, DC 20004

(Address of principal executive offices and zip code)

(202) 600-5757

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant to purchase one share of Class A common stock for $11.50 per share	BRKHU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	BRKH	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	BRKHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12 b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 13, 2024, there were 15,162,663 shares of Class A common stock, par value $0.0001 per share issued and outstanding.

Table of Contents

BURTECH ACQUISITION CORP.

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS

	Condensed consolidated Balance Sheets as of June 30,2024 (Unaudited) and December 31, 2023	2

	Condensed consolidated Statements of Operations for the three and six months ended June 30,2024 and 2023 (Unaudited)	3

	Condensed consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30,2024 and 2023 (Unaudited)	4

	Condensed consolidated Statements of Cash Flows for the six months ended June 30,2024 and 2023 (Unaudited)	5

	Notes to Condensed consolidated Financial Statements (Unaudited)	6

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	37

Item 4.	CONTROLS AND PROCEDURES	38

PART II – OTHER INFORMATION		39

Item 1.	LEGAL PROCEEDINGS	39

Item 1A.	RISK FACTORS	39

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	39

Item 3.	DEFAULTS UPON SENIOR SECURITIES	39

Item 4.	MINE SAFETY DISCLOSURES	39

Item 5.	OTHER INFORMATION	39

Item 6.	EXHIBITS	40

SIGNATURES		41

Table of Contents

PART 1 - FINANCIAL INFORMATION

BURTECH ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2024		December 31, 2023
	(Unaudited)
Assets:
Current assets:
Cash	$	—	$	—
Restricted Cash		26,944		843,313
Due from sponsor		109,118		318,888
Trust Account - Restricted for Redeeming Shareholders		—		24,539,002
Prepaid expenses and other Assets		45,500		—
Total current assets		181,562		25,701,203
Investments held in Trust Account		48,885,820		46,893,175
Total Assets	$	49,067,382	$	72,594,378

Liabilities and Stockholders’ Deficit
Current liabilities:
Accrued expenses	$	2,530,021	$	2,123,846
Franchise tax payable		100,000		35,800
Due to Trust Account		109,118		318,888
Redeemed stock payable to public stockholders		—		24,539,002
Convertible promissory note - related party		1,500,000		810,345
Advances from sponsor		1,059,551		—
Income tax payable		283,838		1,027,644
Derivative Liability - Backstop Subscription Agreement		356,847		—
Excise Tax Payable		2,523,150		2,523,150
Total current liabilities		8,462,525		31,378,675
Deferred underwriting commissions		10,062,500		10,062,500
Total Liabilities		18,525,025		41,441,175

Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 4,345,663 shares at redemption value of approximately $11.19 and $10.81 as of June 30, 2024 and December 31, 2023, respectively		48,638,044		46,991,932
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; 10,817,000 shares issued and outstanding (excluding 4,345,663 shares subject to possible redemption) as of June 30, 2024 and 10,817,000 shares issued and outstanding (excluding 4,345,663 shares subject to possible redemption and 2,285,040 shares to be redeemed) as of December 31, 2023, respectively.		1,082		1,082
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023		—		—
Additional paid-in capital		—		—
Accumulated deficit		(18,096,769)		(15,839,811)
Total Stockholders’ Deficit		(18,095,687)		(15,838,729)
Total Liabilities and Stockholders’ Deficit	$	49,067,382	$	72,594,378

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

BURTECH ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended

Six Months Ended

June 30,

2024

2023

2024

2023

Operating costs

SEC Form 10-Q filed by BurTech Acquisition Corp.