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 September 30, 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 November 14, 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.

Table of Contents

BURTECH ACQUISITION CORP.

TABLE OF CONTENTS


		Page
PART 1 – FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021	2

	Condensed Statements of Operations for the three months ended September 30, 2022 and 2021, for the nine months ended September 30, 2022, and for the period from March 2, 2021 (inception) through September 30, 2021 (Unaudited)	3

	Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021, and for the period from March 2, 2021 (inception) through September 30, 2021 (Unaudited)	4

	Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from March 2, 2021 (inception) through September 30, 2021 (Unaudited)	5

	Notes to Condensed Financial Statements (Unaudited)	6

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23

Item 4.	CONTROLS AND PROCEDURES	23

PART II – OTHER INFORMATION		24

Item 1.	LEGAL PROCEEDINGS	24

Item 1A.	RISK FACTORS	24

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24

Item 3.	DEFAULTS UPON SENIOR SECURITIES	24

Item 4.	MINE SAFETY DISCLOSURES	24

Item 5.	OTHER INFORMATION	24

Item 6.	EXHIBITS	25

SIGNATURES		26

Table of Contents

PART 1 - FINANCIAL INFORMATION

BURTECH ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)		(Audited)
Assets:
Current assets:
Cash	$	480,348	$	1,539,548
Other Assets		253,740		326,478
Total current assets		734,088		1,866,026
Other Assets, non-current		33,915		61,718
Investments held in Trust Account		293,553,956		291,813,399
Total Assets	$	294,321,959	$	293,741,143

Liabilities and Stockholders’ Deficit
Current liabilities:
Accrued offering costs and expenses	$	139,121	$	548,159
Franchise tax payable		150,000		—
Promissory Note - Related Party		—		144,746
Income Tax Payable		333,414		—
Due to related party		—		7,097
Total current liabilities		622,535		700,002
Deferred underwriting commissions		10,062,500		10,062,500
Total Liabilities		10,685,035		10,762,502

Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 28,750,000 shares at redemption value of $10.19 and $10.15 as of September 30, 2022 and December 31, 2021, respectively		293,056,524		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) as of September 30, 2022 and December 31, 2021		133		133
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding as of September 30, 2022 and December 31, 2021		949		949
Additional paid-in capital		—		—
Accumulated deficit		(9,420,682)		(8,834,941)
Total Stockholders’ Deficit		(9,419,600)		(8,833,859)
Total Liabilities and Stockholders’ Deficit	$	294,321,959	$	293,741,143

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

Table of Contents

BURTECH ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For The
							Period From
							March 2,
							2021
							(Inception)
	Three Months Ended				Nine Months Ended		Through
	September 30,				September 30,		September 30,
	2022		2021		2022		2021
Formation and operating costs	$	280,519	$	—	$	595,928	$	500
Franchise Tax Expense		121,985		—		152,932		—
Loss from operations		(402,504)		—		(748,860)		(500)

Other income:
Interest income earned on Trust		1,317,125		—		1,740,557		—
Total other income		1,317,125		—		1,740,557		—

Income (Loss) before provision for income taxes		914,621		—		991,697		(500)
Provision for income taxes		(252,738)		—		(333,414)		—
Net income (loss)	$	661,883	$	—	$	658,283	$	(500)

Weighted average shares outstanding of Class A common stock subject to redemption, basic and diluted		28,750,000		—		28,750,000		—
Basic and diluted net income per common stock, Class A subject to redemption	$	0.02	$	—	$	0.02	$	—
Weighted average shares outstanding of non-redeemable Class A common stock, basic and diluted		1,329,500		—		1,329,500		—
Basic and diluted net income per common stock, non-redeemable Class A	$	0.02	$	—	$	0.02	$	—
Weighted average shares outstanding of Class B common stock, basic and diluted		9,487,500		8,625,000		9,487,500		5,410,967
Basic and diluted net income (loss) per Class B common stock	$	0.02	$	—	$	0.02	$	—

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

Table of Contents

BURTECH ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	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)
Accretion for common stock subject to redemption amount	—		—	—		—		—		(301,602)		(301,602)
Net income	—		—	—		—		—		93,322		93,322
Balance as of June 30, 2022	1,329,500		133	9,487,500		949		—		(9,140,143)		(9,139,061)
Accretion for common stock subject to redemption amount	—		—	—		—		—		(942,422)		(942,422)
Net income	—		—	—		—		—		661,883		661,883
Balance as of September 30, 2022	1,329,500	$	133	9,487,500	$	949	$	—	$	(9,420,682)	$	(9,419,600)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM MARCH 2, 2021 (INCEPTION)
THROUGH SEPTEMBER 30, 2021


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders'
	Shares		Amount	Shares		Amount	Capital		Deficit		Equity
Balance as of March 2, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Net loss	—		—	—		—		—		—		—
Balance as of March 31, 2021	—		—	—		—		—		—		—
Issuance of Class B Common Stock	—		—	9,487,500		949		24,051		—		25,000
Net loss	—		—	—		—		—		(500)		(500)
Balance as of June 30, 2021	—		—	9,487,500		949		24,051		(500)		24,500
Net loss	—		—	—		—		—		—		—
Balance as of September 30, 2021	—	$	—	9,487,500	$	949	$	24,051	$	(500)	$	24,500

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

Table of Contents

BURTECH ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


			For The Period from
			March 2, 2021
	Nine Months Ended		(Inception)Through
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net income (loss)	$	658,283	$	(500)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(1,740,557)		—
Changes in current assets and liabilities:

SEC Form 10-Q filed by BurTech Acquisition Corp.