BURTECH ACQUISITION CORP. : Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

As approved by its stockholders at the special meeting of stockholders held on March 10, 2023 (the "Special Meeting"), BurTech Acquisition Corp. (the "Company") entered into an amendment to the investment management trust agreement dated as of December 10, 2021, with Continental Stock Transfer & Trust Company (the "Trust Amendment"). Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination until December 15, 2023, with no additional payments to the Company's trust account (the "Extension").

The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Trust Amendment, filed hereto as Exhibit 10.1, and is incorporated by reference herein.

On March 1, 2023, through March 10, 2023, BurTech LP LLC, the sponsor of the Company (the "Sponsor"), entered into agreements ("Non-Redemption Agreements") with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 4,597,648 shares ("Non-Redeemed Shares") of the Company's shares of Class A common stock, par value $0.0001 per share, sold in its initial public offering (the "Class A Shares"), at the Special Meeting. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors and the Sponsor's financial advisor in connection therewith, an aggregate of 1,274,412 of the Company's shares of Class B common stock, par value $0.0001 per share (the "Class B Shares"), held by the Sponsor, immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the Special Meeting.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement previously filed by the Company as Exhibit 10.1 to the Current Report on Form 8-K dated March 1, 2023 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by its stockholders at the Special Meeting held on March 10, 2023, the Company filed an amendment to its second amended and restated certificate of incorporation (the "Charter") with the Delaware Secretary of State (the "Charter Amendment"), (a) giving the Company the right to extend the date by which it has to complete a business combination to December 15, 2023, and (b) to change Section 9.2 (a) of the Charter to modify the net tangible asset requirement to state that the Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 10, 2023, the Company held the Special Meeting. On January 26, 2023, the record date for the Special Meeting, there were 34,429,500 shares of common stock entitled to be voted at the Special Meeting. This includes 28,750,000 shares of Class A Shares, and 9,487,500 Class B Shares (together being the outstanding shares of the Company's common stock, referred to as the "Shares"). At the meeting, 30,034,162 or 78.55% of such Shares were represented in person or by proxy.

The final results for each of the matters submitted to a vote of the Company's stockholders at the Special Meeting are as follows:

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1. Charter Amendment

Stockholders approved the proposal to amend the Company's Charter: (a) giving the Company the right to extend the date by which it has to complete a business combination to December 15, 2023, and (b) to change Section 9.2 (a) of the Charter to modify the net tangible asset requirement to state that the Company will not consummate any business combination unless it (i) has net tangible assets of at least $5,000,001 upon consummation of such Business Combination, or (ii) is otherwise exempt from the provisions of Rule 419 promulgated under the Securities Act of 1933, as amended. Adoption of the Charter Amendment required approval by the affirmative vote of at least 65% of the Company's Shares. The voting results, representing 76.44% of the Company's Shares, were as follows:

   FOR         AGAINST     ABSTAIN     BROKER NON-VOTES
29,228,117     750,000     56,045             0

On March 10, 2023, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.

2. Trust Amendment

Stockholders approved the proposal to amend the Company's investment management trust agreement, dated as of December 10, 2021 by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time to complete a business combination until December 15, 2023, with no additional payments to the Company's trust account. Adoption of the Trust Amendment required approval by the affirmative vote of at least 65% of the Company's Shares. The voting results, representing 76.44% of the Company's Shares, were as follows:

   FOR         AGAINST     ABSTAIN     BROKER NON-VOTES
29,228,117     750,000     56,045             0


Item 8.01. Other Events.

In connection with the stockholders' vote at the Special Meeting of Stockholders held by the Company on March 10, 2023, 22,119,297 shares were tendered for redemption. As a result, approximately $228 million (approximately $10.31 per share) will be removed from the Company's trust account to pay such holders, without taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions, the Company will have 6,630,703 shares of Class A common stock outstanding, and approximately $68 million will remain in the Company's trust account.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits:



Exhibit No.   Description

  3.1           Amendment to the Second Amended and Restated Certificate of
              Incorporation of BurTech Acquisition Corp. dated March 10, 2023
  10.1          Amendment to the investment management trust agreement of December
              10, 2021, between BurTech Acquisition Corp. and Continental Stock
              Transfer & Trust Company dated March 10, 2023
  10.2          Form of Non-Redemption Agreement (incorporated by reference to
              Exhibit 10.1 to the Company's current report on Form 8-K, filed with
              the SEC on March 1, 2023)
104           Cover Page Interactive Data File - the cover page XBRL tags are
              embedded within the Inline XBRL document.




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