Current Report Filing (8-k)
21 April 2023 - 12:03PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): April 20, 2023
BURTECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41139 |
|
86-2708752 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
3529 Porter St,
Washington, DC 20016
(Address of principal executive offices, including
zip code)
(202)
600-5757
Registrant’s telephone number, including
area code:
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
BRKHU |
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The Nasdaq Stock Market, LLC |
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| Class A Common Stock, par value $0.0001 per share |
|
BRKH |
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The Nasdaq Stock Market, LLC |
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| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share |
|
BRKHW |
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The Nasdaq Stock Market, LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
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.
Item 3.01 Notice of Delisting
or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 19,
2023, BurTech Acquisition Corp., a Delaware corporation (the “Company”) received a notification letter (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of
the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2022 (the “10-K”)
with the Securities and Exchange Commission (the “SEC”), the Company was not in compliance with the requirements for
continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”).
The notification
letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Notice states
that the Company has 60 calendar days from the date of the Notice, or June 20, 2023, to submit a plan to regain compliance with the Listing
Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from
the prescribed due date of the 10-K, or October 16, 2023, to file the 10-K to regain compliance.
On April
20, 2023 the Company filed its 10-K to regain compliance with the Listing Rule.
Item 7.01 Regulation FD Disclosure.
A press release, dated April 20, 2023,
disclosing the Company’s receipt of the Notice referenced above is attached hereto as Exhibit 99.1.
The information
furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing
of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking
Statements
This Current
Report on Form 8-K includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate”, “estimate”,
“expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”,
“will”, “should”, “can have”, “likely” and similar expressions are used to identify forward-looking
statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding
future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements
address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially
from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the Company’s
ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with
Listing Rule, the Company’s ability to become current with its reports with the SEC, and the risk that the completion and filing
of the 10-K will take longer than expected. For additional information about factors that could cause actual results to differ materially
from those described in the forward-looking statements, please refer to the Company’s filings with the SEC. The Company undertakes
no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise,
except to the extent required by applicable laws.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BURTECH ACQUISITION CORP. |
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By: |
/s/ Shahal Khan |
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Name: |
Shahal Khan |
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Title: |
Chief Executive Officer |
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| Dated: April 20, 2023 |
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