3//SEC Filing
Ava Investors SA 3
Accession 0000950170-25-007508
CIK 0001871638other
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 9:31 PM ET
Size
95.4 KB
Accession
0000950170-25-007508
Insider Transaction Report
Form 3
Ava Private Markets S.a r.l.
10% Owner
Holdings
- 17,716,892(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Earnout Rights
Exp: 2030-01-13→ Common Stock (2,390,547 underlying)
Debray Barthelemy
10% Owner
Holdings
- 17,716,892(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Earnout Rights
Exp: 2030-01-13→ Common Stock (2,390,547 underlying)
Mahieu Raphaelle
10% Owner
Holdings
- 17,716,892(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Earnout Rights
Exp: 2030-01-13→ Common Stock (2,390,547 underlying)
Hazan Benjamin
10% Owner
Holdings
- 17,716,892(indirect: See footnotes)
Common Stock
- (indirect: See footnotes)
Earnout Rights
Exp: 2030-01-13→ Common Stock (2,390,547 underlying)
Ava Investors SA
10% Owner
Holdings
- (indirect: See footnotes)
Earnout Rights
Exp: 2030-01-13→ Common Stock (2,390,547 underlying) - 17,716,892(indirect: See footnotes)
Common Stock
Footnotes (3)
- [F1]Represents securities received pursuant to that certain Agreement and Plan of Merger, dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024, the "Merger Agreement"), by and among the Issuer (f/k/a BurTech Acquisition Corp.), BurTech Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Blaize, Inc., a Delaware corporation ("Blaize") and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company, pursuant to which Merger Sub merged with and into Blaize (the "Merger"), with Blaize surviving the Merger as a wholly owned subsidiary of the Issuer, and shares of common stock of Blaize converted into (i) Common Stock of the Issuer, and (ii) the right to receive Earnout Shares (as defined below).
- [F2]Consists of 17,716,892 shares of Common Stock of the Issuer held by Ava Private Markets S.a r.l. ("Ava Private Markets") and affiliates. Ava Investors S.A. is the investment manager of Ava Private Markets and exercises investment power with respect to the securities held by Ava Private Markets. Barthelemy Debray, Raphaelle Mahieu and Benjamin Hazan may be deemed to exercise investment power with respect to the securities. Each of the persons above disclaims any beneficial ownership of the securities, except to the extent of any pecuniary interest therein.
- [F3]Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock (each, an "Earnout Share") upon the satisfaction of certain price thresholds for a period ending on the five-year anniversary of the closing of the Issuer's business combination. Pursuant to an "earnout" provision in the Merger Agreement, the Earnout Shares may be issued in four separate tranches based upon the closing price of one share of the Issuer's Common Stock for any twenty trading days within any thirty consecutive trading day period following the closing of the Issuer's business combination.
Issuer
Blaize Holdings, Inc.
CIK 0001871638
Entity typeother
IncorporatedSwitzerland
Related Parties
1- filerCIK 0002048130
Filing Metadata
- Form type
- 3
- Filed
- Jan 20, 7:00 PM ET
- Accepted
- Jan 21, 9:31 PM ET
- Size
- 95.4 KB