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, 2023

☐ 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 August 14, 2023, there were 7,960,203 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 June 30, 2023 (Unaudited) and December 31, 2022	2

	Condensed Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited)	3

	Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2023 and 2022 (Unaudited)	4

	Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited)	5

	Notes to Condensed Financial Statements (Unaudited)	6

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26

Item 4.	CONTROLS AND PROCEDURES	27

PART II – OTHER INFORMATION		28

Item 1.	LEGAL PROCEEDINGS	28

Item 1A.	RISK FACTORS	28

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	28

Item 3.	DEFAULTS UPON SENIOR SECURITIES	28

Item 4.	MINE SAFETY DISCLOSURES	28

Item 5.	OTHER INFORMATION	28

Item 6.	EXHIBITS	29

SIGNATURES		30

Table of Contents

PART 1 - FINANCIAL INFORMATION

BURTECH ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash and Cash Equivalents	$	1,267,928	$	22,232
Other Assets		130,287		186,532
Total current assets		1,398,215		208,764
Investments held in Trust Account		69,886,159		295,802,694
Total Assets	$	71,284,374	$	296,011,458

Liabilities and Stockholders’ Deficit
Current liabilities:
Accrued offering costs and expenses	$	906,782	$	304,952
Franchise tax payable		100,000		200,000
Promissory note - related party		99,975		—
Income tax payable		1,565,341		791,758
Excise Tax Payable		2,277,760		—
Total current liabilities		4,949,858		1,296,710
Deferred underwriting commissions		10,062,500		10,062,500
Total Liabilities		15,012,358		11,359,210

Commitments and Contingencies (Note 6)
Class A common stock subject to possible redemption, 6,630,703 and 28,750,000 shares at redemption value of $10.54 and $10.25 as of June 30, 2023 and December 31, 2022, respectively		69,902,439		294,796,918
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 6,630,703 and 28,750,000 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively		133		133
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued and outstanding as of June 30, 2023 and December 31, 2022		949		949
Additional paid-in capital		—		—
Accumulated deficit		(13,631,505)		(10,145,752)
Total Stockholders’ Deficit		(13,630,423)		(10,144,670)
Total Liabilities and Stockholders’ Deficit	$	71,284,374	$	296,011,458

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

Table of Contents

BURTECH ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Formation and operating costs	$	506,455	$	220,049	$	1,207,994	$	346,356
Franchise Tax Expense		50,000		—		244,271		—
Loss from operations		(556,455)		(220,049)		(1,452,265)		(346,356)

Other income:
Interest income earned on Trust		823,682		394,047		3,899,411		423,432
Total other income		823,682		394,047		3,899,411		423,432

Income before provision for income taxes		267,227		173,998		2,447,146		77,076
Provision for income taxes		(168,455)		(80,676)		(773,583)		(80,676)
Net income (loss)	$	98,772	$	93,322	$	1,673,563	$	(3,600)

Weighted average shares outstanding of Class A common stock subject to redemption, basic and diluted		6,630,703		28,750,000		29,801,668		28,750,000
Basic and diluted net income (loss) per common stock, Class A subject to redemption	$	0.01	$	0.00	$	0.04	$	0.00
Weighted average shares outstanding of non-redeemable Class A common stock, basic and diluted		1,329,500		1,329,500		1,329,500		1,329,500
Basic and diluted net income (loss) per common stock, non-redeemable Class A	$	0.01	$	0.00	$	0.04	$	0.00
Weighted average shares outstanding of Class B common stock, basic and diluted		9,487,500		9,487,500		9,487,500		9,487,500
Basic and diluted net income (loss) per Class B common stock	$	0.01	$	0.00	$	0.04	$	0.00

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

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2023	1,329,500	$	133	9,487,500	$	949	$	—	$	(10,145,752)	$	(10,144,670)
Stockholder Non-Redemption Agreement	—		—	—		—		—		8,758,683		8,758,683
Stockholder Non-Redemption Agreement	—		—	—		—		—		(8,758,683)		(8,758,683)
Excise tax liability arising from redemption of Class A shares	—		—	—		—		—		(2,277,760)		(2,277,760)
Accretion for common stock subject to redemption amount	—		—	—		—		—		(2,276,329)		(2,276,329)
Net income	—		—	—		—		—		1,574,791		1,574,791
Balance as of March 31, 2023	1,329,500	$	133	9,487,500	$	949	$	—	$	(13,125,050)	$	(13,123,968)
Accretion for common stock subject to redemption amount	—		—	—		—		—		(605,227)		(605,227)
Net income	—		—	—		—		—		98,772		98,772
Balance as of June 30, 2023	1,329,500	$	133	9,487,500	$	949	$	—	$	(13,631,505)	$	(13,630,423)

FOR THE THREE AND SIX MONTHS ENDED JUNE 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)

SEC Form 10-Q filed by BurTech Acquisition Corp.