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 March 31, 2022

☐ 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 12b-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 May 16, 2022, there were 28,750,000 shares of Class A common stock, par value $0.0001 per share, and 9,487,500 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS

	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the three months ended March 31, 2022 (unaudited)	2

	Condensed Statement of Changes in Stockholders’ Deficit for the periods from January 1, 2022 through March 31, 2022 (unaudited)	3

	Condensed Statement of Cash Flows for the period from January 1, 2022 through March 31, 2022 (unaudited)	4

	Notes to Condensed Financial Statements (unaudited)	5

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21

Item 4.	CONTROLS AND PROCEDURES	21

PART II – OTHER INFORMATION		22

Item 1.	LEGAL PROCEEDINGS	22

Item 1A.	RISK FACTORS	22

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	22

Item 3.	DEFAULTS UPON SENIOR SECURITIES	22

Item 4.	MINE SAFETY DISCLOSURES	22

Item 5.	OTHER INFORMATION	22

Item 6.	EXHIBITS	23

SIGNATURES		24


	March 31, 2022		December 31, 2021
	(unaudited)		(audited)
Assets:
Current assets:
Cash	$	927,449	$	1,539,548
Other Assets		264,240		326,478
Total current assets		1,191,689		1,866,026
Other Assets, non-current		141,607		61,718
Investments held in Trust Account		291,842,784		291,813,399
Total assets	$	293,176,080	$	293,741,143

Liabilities and Stockholders’ Deficit
Current liabilities:
Accrued offering costs and expenses	$	136,018	$	548,159
Promissory Note - Related Party		88,746		144,746
Due to related party		7,097		7,097
Total current liabilities		231,861		700,002
Deferred underwriting commissions		10,062,500		10,062,500
Total liabilities		10,294,361		10,762,502

Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 28,750,000 shares at redemption value of $10.15		291,812,500		291,812,500
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; 1,329,500 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption)		133		133
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding		949		949
Additional paid-in capital		—		—
Accumulated deficit		(8,931,863)		(8,834,941)
Total stockholders’ deficit		(8,930,781)		(8,833,859)
Total Liabilities and Stockholders’ Deficit	$	293,176,080	$	293,741,143


	Three Months Ended
	March 31,
	2022
Formation and operating costs	$	126,307
Loss from operations		(126,307)

Other income
Interest income earned on Trust		29,385
Total other income		29,385

Net loss	$	(96,922)

Weighted average shares outstanding of Class A common stock subject to redemption, basic and diluted		28,750,000
Basic and diluted net loss per common stock, Class A subject to redemption	$	(0.00)
Weighted average shares outstanding of non-redeemable Class A common stock, basic and diluted		431,250
Basic and diluted net loss per common stock, non-redeemable Class A	$	(0.00)
Weighted average shares outstanding of Class B common stock, basic and diluted		9,487,500
Basic and diluted net loss per common stock, Class B		(0.00)


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2021	1,329,500	$	133	9,487,500	$	949	$	—	$	(8,834,941)	$	(8,833,859)
Net loss	—		—	—		—		—		(96,922)		(96,922)
Balance as of March 31, 2022	1,329,500	$	133	9,487,500	$	949	$	—	$	(8,931,863)	$	(8,930,781)


	Three Months
	Ended
	March 31, 2022
Cash flows from operating activities:
Net loss	$	(96,922)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(29,385)
Changes in current assets and liabilities:
Other Assets		(17,651)
Accrued offering costs and expenses		(412,141)
Net cash used in operating activities		(556,099)

Cash flows from financing activities:
Payment of promissory note- related party		(56,000)
Net cash used in financing activities		(56,000)

Net Change in Cash		(612,099)
Cash, beginning of the period		1,539,548
Cash — Ending	$	927,449


	For the three-month period ended
	March 31, 2022
	Class A				Class B
	Redeemable		Non-redeemable		Non-redeemable
	common stock		common stock		common stock
Basic and diluted net loss per share:
Numerator:
Allocation of net loss	$	(72,061)	$	(1,081)	$	(23,780)

Denominator:
Weighted-average shares outstanding including common stock subject to redemption		28,750,000		431,250		9,487,500
Basic and diluted net loss per share		(0.00)		(0.00)		(0.00)


Gross proceeds	$	287,500,000
Overfunding From Private Placements		4,312,500
Less:
Proceeds allocated to Public Warrants		(18,781,216)
Class A ordinary shares issuance costs		(15,701,564)
Plus:
Accretion of carrying value to redemption value		34,482,780
Class A ordinary shares subject to possible redemption, March 31, 2022	$	291,812,500


			Quoted Prices In		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
	March 31, 2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and Marketable Securities	$	291,842,784	$	291,842,784	$	—	$	—
	$	291,842,784	$	291,842,784	$	—	$	—


	December 15,
Input	2021
Likelihood of business combination		90	%
Expected term (years)		1.75
Discount rate		0.57	%
Stock Price	$	9.35


Exhibit No.		Description
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	BurTech Acquisition Corp.

Date: May 16, 2022	By:	/s/ Shahal Khan
		Shahal Khan
		Chief Executive Officer (Principal Executive Officer)

Date: May 16, 2022	By:	/s/ Roman Livson
		Roman Livson
		Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by BurTech Acquisition Corp.