- Blaize is a provider of full-stack artificial intelligence
(“AI”) solutions for automotive and edge computing in multiple
large and rapidly growing markets.
- Blaize has previously raised $224 million from strategic
investors that include DENSO, Mercedes Benz, Magna and Samsung,
financial investors such as Franklin Templeton, GGV and Bess
Ventures, and globally-renowned operators such as Dado Banatao,
Jürgen Hambrecht, Roland Berger, and Kurt Lauk.
- The proposed transaction values Blaize at a pro forma
enterprise value of $894 million.
- Expected to deliver minimum proceeds of $70 million, prior to
payment of expenses, to the combined company to accelerate Blaize’s
full-stack edge-AI product roadmap and support Blaize’s execution
of significant business opportunities.
- Blaize has a strong customer pipeline across multiple
industries, underwritten by several joint development agreements,
including a long-term joint development agreement with a leading
automotive Tier-1 supplier, and a multi-phase master services
agreement with a leading German automotive original equipment
manufacturer (“OEM”) to deliver AI acceleration.
Blaize, Inc. (“Blaize”), 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.
About BurTech Acquisition Corp.
BurTech Acquisition Corp. (NASDAQ: BRKH) is a special purpose
acquisition company dedicated to partnering with exceptional
businesses and providing them with the resources and expertise to
excel in the public market. With a focus on delivering long-term
value to stockholders and supporting innovative companies, BurTech
Acquisition Corp. is committed to creating success stories in
technology industries. With steadfast stockholders, a robust
financial footing, and an unyielding commitment to innovation,
BurTech Acquisition Corp. is a visionary force in the technology
world.
About Blaize
Blaize has developed a suite of purpose-built, full-stack
programmable processor architecture, and low-code/no-code software
platform that enables AI processing solutions for high performance
computing in multiple large and rapidly growing markets. Its
proprietary, purpose-built solutions are designed to enable
enterprises to 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 union of breakthrough hardware and software
technologies—each optimizing the other—are designed to deliver a
complete end-to-end market-proven solution powered by:
- Blaize® Graph Streaming Processor (GSP®)—a fully programmable,
next-generation AI accelerator processor designed for edge and data
centers and to deliver efficient compute, reduced latency and
bandwidth, and available in multiple form factors.
- Blaize® AI Studio®—an intuitive, low-code/no-code development
environment that is intended to simplify the creation and
deployment of AI models at the edge, empowering developers and data
scientists to build and optimize AI applications efficiently,
bringing AI-powered solutions to market quickly.
- Blaize® Picasso® SDK—a graph-native and open software
environment that is designed to accelerate the entire AI
application development cycle and build and optimize complete AI
applications running on GSP silicon.
Blaize is dedicated to delivering a market-proven complete
end-to-end solution that provides superior performance and TCO
compared to graphics processing unit (GPU) and application-specific
integrated circuit (ASIC) alternatives. Blaize has established a
comprehensive partner ecosystem that delivers turn-key solutions
based on and complementing its technologies, such as cloud service
providers, independent software vendors, aggregators, industrial
personal computer vendors and others. Blaize has raised $224
million from strategic investors such as DENSO, Mercedes Benz,
Magna, and Samsung, financial investors such as Franklin Templeton,
GGV and Bess Ventures, and globally-renowned operators such as Dado
Banatao, Jürgen Hambrecht, Roland Berger, and Kurt Lauk.
Headquartered in El Dorado Hills (CA), Blaize has more than 200
employees worldwide with teams in San Jose (CA), Cary (NC) and
subsidiaries in Hyderabad (India) and Leeds and Kings Langley
(UK).
Cautionary Statement Regarding Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”)
that are based on beliefs and assumptions and on information
currently available to BurTech and Blaize. In some cases, you can
identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
proposed transaction may not be completed in a timely manner or at
all, which may adversely affect the price of BurTech’s securities;
(ii) the risk that the proposed transaction may not be completed by
BurTech’s business combination deadline and the potential failure
to obtain an extension of the business combination deadline if
sought by BurTech; (iii) the failure to satisfy the conditions to
the consummation of the proposed transaction, including the
approval of the proposed transaction by BurTech’s stockholders, the
satisfaction of the minimum aggregate transaction proceeds amount
following redemptions by BurTech’s public stockholders and the
receipt of certain governmental and regulatory approvals; (iv) the
failure to obtain financing to complete the proposed transaction
and to support the future working capital needs of Blaize and the
combined company; (v) the effect of the announcement or pendency of
the proposed transaction on Blaize’s business relationships,
performance, and business generally; (vi) risks that the proposed
transaction disrupts current plans of Blaize and potential
difficulties in the retention of Blaize employees as a result of
the proposed transaction; (vii) the outcome of any legal
proceedings that may be instituted against BurTech or Blaize
related to the merger agreement and the proposed transaction ;
(viii) changes to the proposed structure of the proposed
transaction that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the proposed transaction; (ix) the ability
to maintain the listing of BurTech’s securities on Nasdaq; (x) the
price of BurTech’s securities, including volatility resulting from
changes in the competitive and highly regulated industries in which
Blaize operates, variations in performance across competitors,
changes in laws and regulations affecting Blaize’s business and
changes in the combined capital structure; (xi) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, including the
possibility of cost overruns or unanticipated expenses in
development programs, and the ability to identify and realize
additional opportunities; (xii) the enforceability of Blaize’s
intellectual property, including its patents, and the potential
infringement on the intellectual property rights of others, cyber
security risks or potential breaches of data security; (xiii) the
incurrence of significant expenses to remediate, or damage to
Blaize’s reputation as a result of, any defects in Blaize’s
products; and (xiv) other risks and uncertainties set forth in the
section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in BurTech’s Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K that are available on the website of the Securities and
Exchange Commission (the “SEC”) at www.sec.gov and other documents
filed, or to be filed with the SEC by BurTech, including the
Registration Statement. The foregoing list of factors is not
exhaustive. There may be additional risks that neither BurTech nor
Blaize presently know or that BurTech or Blaize currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. You should
carefully consider the foregoing factors and the other risks and
uncertainties that will be described in the definitive proxy
statement to be filed by BurTech with the SEC, including those
under “Risk Factors” therein, and other documents filed by BurTech
from time to time with the SEC. These filings identify and address
other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and BurTech and
Blaize assume no obligation and, except as required by law, do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither BurTech nor Blaize gives any assurance that
either BurTech or Blaize will achieve its expectations.
Additional Information and Where to Find It
In connection with the proposed transaction, BurTech intends to
file with the SEC the Registration Statement, and after the
Registration Statement is declared effective, BurTech will mail a
definitive proxy statement/prospectus relating to the proposed
transaction to its stockholders. This press release does not
contain all the information that should be considered concerning
the proposed transaction and is not intended to form the basis of
any investment decision or any other decision in respect of the
proposed transaction. BurTech may file other documents regarding
the proposed transaction with the SEC, and BurTech’s stockholders
and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus and the amendments
thereto, the definitive proxy statement/prospectus and the other
documents filed in connection with the proposed transaction, as
these materials will contain important information about Blaize,
BurTech and the proposed transaction. When available, the
definitive proxy statement/prospectus and other relevant materials
for the proposed transaction will be mailed to stockholders of
BurTech as of a record date to be established for voting on the
proposed transaction and the other matters to be voted upon at a
meeting of BurTech’s stockholders to be held to approve the
proposed transaction and such other matters. Such stockholders will
also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
at the SEC’s website at www.sec.gov, or by directing a request to
BurTech Acquisition Corp., 1300 Pennsylvania Avenue, Suite 700, New
York, NY 20006, Attention: Roman Livson, Chief Financial
Officer.
Participants in Solicitation
BurTech, Blaize, and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies from BurTech’s stockholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of BurTech’s
stockholders in connection with the proposed transaction, including
the names of such persons and a description of their respective
interests, is set forth in BurTech’s Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Additional information regarding the interests of those persons and
other persons who may be deemed participants in the proposed
transaction may be obtained by reading the Registration Statement
regarding the proposed transaction when it becomes available.
Stockholders will be able to obtain copies of the documents
described in this paragraph that are filed with the SEC, once
available, without charge at the SEC’s website at www.sec.gov, or
by directing a request to BurTech Acquisition Corp., 1300
Pennsylvania Avenue, Suite 700, New York, NY 20006, Attention:
Roman Livson, Chief Financial Officer.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of BurTech or Blaize, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231221926402/en/
For Blaize Investors Mark Roberts Blueshirt Capital
Advisors ir@Blaize.com
For BurTech Acquisition Corporation Roman Livson Chief
Financial Officer 1300 Pennsylvania Avenue, Suite 700 Washington,
DC 20006 investors@burtechacq.us
BurTech Acquisition (NASDAQ:BRKH)
過去 株価チャート
から 11 2024 まで 12 2024
BurTech Acquisition (NASDAQ:BRKH)
過去 株価チャート
から 12 2023 まで 12 2024
