Financial Position - As of September 30, 2023, the Company had $70,796,551 in investments held in the Trust Account, with a working capital deficit of $4,458,673[167]. - As of September 30, 2023, the Company had $358 in its operating bank accounts and $3,494,914 of the amount on deposit in the Trust Account represented interest income[167]. - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2023[174]. Income and Expenses - For the three months ended September 30, 2023, the Company reported a net income of $3,362, with interest from investments in the Trust Account amounting to $910,391[163]. - For the nine months ended September 30, 2023, the Company achieved a net income of $1,676,925, driven by interest income of $4,809,802[164]. - The Company incurred $2,179,968 in operating costs and franchise taxes for the nine months ended September 30, 2023[164]. IPO and Trust Account Activity - The Company completed its IPO on December 15, 2021, raising $287,500,000 from the sale of 28,750,000 units at $10.00 per unit[157]. - Following a stockholder vote on March 10, 2023, approximately $227.8 million was removed from the Company's trust account due to 22,119,297 shares being tendered for redemption[158]. Future Operations and Capital Needs - The Company has until December 15, 2023, to complete its initial business combination, after which it will cease operations if unsuccessful[159]. - The Company expects to need additional capital to meet its liquidity needs and may not be able to obtain financing on commercially acceptable terms[169]. Accounting Standards and Internal Controls - ASU 2020-06, effective January 1, 2024, simplifies accounting for certain financial instruments and introduces additional disclosures for convertible debt[187]. - The company is currently assessing the impact of ASU 2020-06 on its financial position, results of operations, or cash flows, with no adoption as of September 30, 2023[187]. - Disclosure controls and procedures were evaluated and deemed effective as of the end of the fiscal quarter ended September 30, 2023[191]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the company's internal control[193].

Financial Performance - The net income for the six months ended June 30, 2023, was $1,673,563, compared to a net loss of $3,600 for the same period in 2022[21]. - Basic and diluted net income per common stock, Class A subject to redemption, was $0.04 for the six months ended June 30, 2023, compared to $0.00 for the same period in 2022[21]. - The company reported a loss from operations of $1,452,265 for the six months ended June 30, 2023, compared to a loss of $346,356 for the same period in 2022[21]. - The provision for income taxes for the six months ended June 30, 2023, was $773,583, compared to $80,676 for the same period in 2022[21]. - For the six-month period ended June 30, 2023, the allocation of net income for Class A common stock was $1,227,883, while Class B common stock had an allocation of $54,778[83]. - The basic and diluted net income per share for Class A and Class B common stock was $0.04 for both classes for the six-month period ended June 30, 2023[83]. - The effective tax rate for the three months ended June 30, 2023, was 63.04%, compared to 46.14% for the same period in 2022[79]. Assets and Liabilities - Total current assets as of June 30, 2023, were $1,398,215, a significant increase from $208,764 as of December 31, 2022[21]. - The company had a total stockholders' deficit of $(13,631,505) as of June 30, 2023[34]. - The Company reported a working capital deficit of $3,567,923 as of June 30, 2023[58]. - The total liabilities as of June 30, 2023, were $15,012,358, compared to $11,359,210 as of December 31, 2022[182]. - The company had an accumulated deficit of $(13,631,505) as of June 30, 2023, compared to $(10,145,752) as of December 31, 2022[184]. - The company had total liabilities and stockholders' deficit of $71,284,374 as of June 30, 2023, down from $296,011,458 as of December 31, 2022[184]. Trust Account and Investments - Investments held in the Trust Account decreased to $69,886,159 from $295,802,694 over the same period[21]. - The Company had $69,886,159 in investments held in the Trust Account as of June 30, 2023, down from $295,802,694 as of December 31, 2022[77]. - Interest income earned on Trust for the six months ended June 30, 2023, was $3,899,411, up from $423,432 in the same period of 2022[21]. - Interest earned on marketable securities held in the Trust Account for the six months ended June 30, 2023, was $3,899,411, a significant increase from $394,047 in the same period of 2022[204]. - The company generated non-operating income primarily from interest dividends on marketable securities held in the Trust Account[202]. IPO and Business Combination - The transaction costs for the IPO amounted to $16,919,619, including $2,875,000 in underwriting commissions and $10,062,500 in deferred underwriting commissions[37]. - The Company completed its IPO on December 15, 2021, issuing 28,750,000 Units at a price of $10.00 per Unit, raising a total of $287,500,000[114]. - The company plans to effect a merger or similar business combination, indicating potential market expansion strategies[7]. - The company entered into a non-binding letter of intent for a potential business combination with CleanBay Renewables Inc. on February 24, 2023[52]. - The company has extended the time to consummate an initial business combination from March 15, 2023, to December 15, 2023[55]. - The company will have only 15 months from the closing of the IPO to complete the initial Business Combination[41]. - The initial anticipated redemption price per public share is $10.15, but there is no guarantee that investors will receive this amount[40]. - The common stock subject to redemption is classified outside of permanent equity due to redemption provisions not solely within the control of the company[156]. - The company will provide public stockholders the opportunity to redeem shares upon the completion of the initial business combination, either through a stockholder meeting or a tender offer[168]. Risks and Concerns - The company is subject to risks associated with being an emerging growth company, which may impact future performance[7]. - The Company cannot predict the likelihood of economic uncertainties impacting its ability to complete an initial business combination[59]. - Management has raised substantial doubt about the Company's ability to continue as a going concern for at least one year from the date the condensed financial statements are issued[70]. - The Company expects to need to raise additional capital through loans or investments to meet its working capital needs[68]. - The Company is less than 7 months from its mandatory liquidation as of the filing date of the Quarterly Report[69]. Shareholder Information - The weighted average shares outstanding of Class A common stock subject to redemption was 29,801,668 as of June 30, 2023[21]. - As of June 30, 2023, there were 6,630,703 Class A common stocks subject to possible redemption, presented at redemption value as temporary equity[91]. - The Company had $99,975 outstanding under a Working Capital Loan as of June 30, 2023, compared to no balance outstanding as of December 31, 2022[67]. - The Company has 9,487,500 shares of Class B common stock issued and outstanding as of June 30, 2023, following a stock split[166]. - The Company is authorized to issue 280,000,000 shares of Class A common stock, with 1,329,500 shares issued or outstanding as of June 30, 2023[138]. - The Company is authorized to issue 20,000,000 shares of Class B common stock, with holders entitled to one vote per share[166]. Miscellaneous - The Company incurred offering costs amounting to $16,919,619 related to the IPO, which included $2,875,000 in underwriting fees and $10,062,500 in deferred underwriting fees[93]. - The Company incurred operating costs and franchise taxes totaling $1,452,265 for the six months ended June 30, 2023[204]. - The Company recognized changes in the redemption value of redeemable common stock immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[92]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[105]. - The fair value of the Company's assets and liabilities approximates the carrying amounts due to their short-term nature[86]. - The Company has not experienced losses on its cash account and believes it is not exposed to significant risks[94]. - The Company has determined that the warrants issued in the IPO are classified as equity and not as liabilities[101]. - The warrants entitle holders to purchase one share of Class A common stock at a price of $11.50 per share, becoming exercisable 30 days after the initial Business Combination[146]. - The fair value of the founder shares was determined to be $8,758,683 or $7.62 per share, based on a 75% probability of a successful business combination and an implied volatility of 4.16%[159]. - The company incurred and paid $60,000 and $112,903 for administrative service fees as of June 30, 2023, and December 31, 2022, respectively[128]. - The Sponsor agreed to loan the Company up to $300,000 for IPO expenses, with no borrowings outstanding as of June 30, 2023[120]. - The Company issued an unsecured convertible promissory note to the Sponsor for $1,500,000 on February 1, 2023, which may be converted into Units at the Sponsor's discretion[130]. - On March 10, 2023, stockholders redeemed 22,119,297 Class A shares for a total of $227,776,035, resulting in a 1% excise tax liability of $2,277,760[124]. - The excise tax payable as of June 30, 2023, is $2,277,760, which was not present as of December 31, 2022[182].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $1,574,791, driven by interest from marketable securities of $3,075,729, offset by operating costs and taxes totaling $1,500,938[174]. - As of March 31, 2023, the company had $1,172,371 in operating bank accounts and $69,431,940 in investments held in the Trust Account, with a working capital deficit of $3,061,468[175]. - Approximately $227.8 million was removed from the company's trust account to pay for the redemption of 22,119,297 shares, resulting in 6,630,703 shares of Class A common stock outstanding[173]. - The company has $2,130,305 of the amount on deposit in the Trust Account representing interest income as of March 31, 2023[175]. Tax and Regulatory Considerations - The company may be subject to a 1% excise tax on stock repurchases occurring after December 31, 2022, as per the Inflation Reduction Act of 2022[238]. Company Status and Risks - The company is an emerging growth company, subject to risks associated with such status[172]. Warrant Information - The company will not be obligated to deliver shares of Class A common stock upon warrant exercise unless a registration statement is effective[182]. - The warrants entitle holders to purchase shares of Class A common stock at a price of $11.50 per share, becoming exercisable 30 days after the initial Business Combination[181]. - The company has no obligation to net cash settle any warrant, and if registration is not effective, the warrants may expire worthless[182]. Internal Controls - The company has not experienced any changes in internal control over financial reporting that materially affect its operations during the most recent fiscal quarter[235].

Management's Report on Internal Controls Over Financial Reporting ITEM 9B. OTHER INFORMATION The following table sets forth information about our directors and executive officers. Roman V. Livson is our Chief Financial Officer. Since February 2021, Mr. Livson has been the Chief Financial Officer of Burkhan World, a family office investment company. Mr. Livson is also the Managing Member of BurTech LP, LLC, our Sponsor. Since July 2014, Mr. Livson has been serving as the Chief Compliance Officer at Katalyst ...

Table of Contents 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) | --- | --- | |------------- ...

Table of Contents 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, 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) | --- | --- | --- | |------------ ...

Table of Contents 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) | --- | --- | |----------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ¨ TRANSITION REPORT UNDER 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) | --- | --- | --- | |---------- ...