BurTech Acquisition (BRKH) - 2023 Q2 - Quarterly Report

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$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$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].