UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ 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 Blaize Holdings, Inc. (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of incorporation or o ...

Financial Performance - Net revenue for fiscal year 2024 decreased to $1.6 million from $3.9 million in the prior year, primarily due to the completion of Phase I of a multi-year program with a major European automotive OEM[5]. - Net loss for fiscal year 2024 was $61.2 million, a 30% decrease from the net loss of $87.6 million in the prior year, with financing charges and fair value adjustments of $14.5 million included[5]. - Adjusted EBITDA loss for fiscal year 2024 was $43.3 million, compared to $30.3 million for fiscal year 2023[5]. - Total revenue for the year ended December 31, 2024, was $1,554,000, a decrease of 59.7% compared to $3,856,000 in 2023[24]. - Net loss for 2024 was $61,195,000, compared to a net loss of $87,589,000 in 2023, representing a 30.2% improvement[24]. - The company reported a loss from operations of $47,635,000 in 2024, compared to a loss of $38,528,000 in 2023[24]. - The company incurred total costs and expenses of $49,189,000 in 2024, an increase of 15.5% from $42,384,000 in 2023[24]. Cash and Assets - As of December 31, 2024, Blaize's cash and cash equivalents were $50.2 million[5]. - Cash and cash equivalents at the end of 2024 were $50,237,000, significantly up from $3,213,000 at the end of 2023[26]. - Total current assets increased to $73,690,000 in 2024, compared to $13,049,000 in 2023, marking a growth of 465.5%[22]. - Cash flows used in operating activities were $53,532,000 in 2024, compared to $27,955,000 in 2023, indicating a higher cash burn rate[26]. Future Guidance - For Q1 2025, total revenue is guided at $0.9 million, while fiscal year 2025 revenue guidance ranges from $19 million to $50 million[7]. - Adjusted EBITDA loss for fiscal year 2025 is projected to be between $70 million and $75 million[7]. Partnerships and Market Interest - Blaize has established partnerships with KAIST, alwaysAI, VSBLTY, and Turbo Federal to enhance AI edge computing applications and secure contracts with the U.S. Department of Defense[9]. - The company is experiencing strong market interest in AI at the edge, particularly in sectors such as Smart Cities, defense, and automotive[6]. Corporate Developments - Blaize's business combination with BurTech Acquisition Corp. was completed in January 2025, positioning the company for expanded customer engagement[3]. - Blaize has raised over $330 million from strategic and financial investors, enhancing its financial stability and growth potential[10]. Expenses and Liabilities - Research and development expenses increased to $25,094,000 in 2024, up 38.5% from $18,115,000 in 2023[24]. - Total liabilities rose to $190,979,000 in 2024, up from $71,852,000 in 2023, an increase of 165.5%[22]. - The weighted-average shares used in computing net loss per share increased to 17,476,105 in 2024 from 4,213,244 in 2023[24].

Core Insights - The completion of the business combination between BurTech Acquisition Corp. and Blaize, Inc. marks a significant milestone for Blaize, which will now operate as Blaize Holdings, Inc. and trade under the ticker symbols "BZAI" and "BZAIW" on Nasdaq [1] - Blaize has a strong pipeline with over $400 million in prospective customer engagements expected in 2025, indicating robust market demand for its AI-enabled edge computing solutions [2] - The merger is expected to enhance Blaize's capabilities in AI-powered edge computing, which is characterized by low power consumption, low latency, and cost-effectiveness, positioning the company for growth across various sectors [3] Company Overview - BurTech is a special-purpose acquisition company focused on partnering with innovative businesses to provide resources and expertise for success in public markets, emphasizing long-term value creation [5] - Blaize specializes in AI processing solutions with a full-stack programmable processor architecture and low-code/no-code software platform, aimed at high-performance computing at the network's edge and in data centers [6] - Blaize has raised over $330 million from strategic and financial investors, including notable companies like DENSO, Mercedes-Benz AG, and Samsung, showcasing strong investor confidence [6]

IPO and Stockholder Actions - The Company completed its IPO on December 15, 2021, raising approximately $287.5 million from the sale of 28,750,000 units at $10.00 per unit[153]. - Following a stockholder vote on March 10, 2023, approximately $227.8 million was redeemed, resulting in 6,630,703 shares of Class A common stock outstanding[154]. - During the Second Special Meeting on December 11, 2023, stockholders redeemed 2,285,040 shares, leading to approximately $24.5 million being removed from the trust account[155]. - The Company has approximately $68.0 million remaining in its trust account after redemptions[154]. Merger Agreement - The Company entered into a Merger Agreement on December 22, 2023, to merge with Blaize, Inc., with Blaize becoming a wholly owned subsidiary of the Company[160]. - The Merger Agreement includes provisions for the issuance of up to 6,833,333 shares of Class A common stock to Blaize for aggregate gross proceeds of $25.0 million[161]. - An additional 16.3 million shares of New Blaize common stock may be issued as earnout shares based on stock price performance over a five-year period[165]. - The Merger is subject to customary closing conditions, including shareholder approval and regulatory clearances[167]. - The Company will be renamed "Blaize Holdings, Inc." following the completion of the Merger[160]. - The Merger Agreement includes a provision for the aggregate gross proceeds to be equal to or greater than $125,000,000, subject to certain deductions[171]. - The Merger Agreement allows for the termination by either party if requisite shareholder approvals are not obtained[174]. - The Company has agreed to support and vote in favor of the Merger Agreement and related proposals[180]. - The Company and Blaize have agreed to not engage in discussions regarding other business combination proposals during the merger process[175][176]. Financial Performance and Position - For the three months ended September 30, 2024, the company reported a net loss of $875,953, with operating costs and franchise taxes amounting to $1,302,114[191]. - For the nine months ended September 30, 2024, the company had a net loss of $1,486,799, with total operating costs and franchise taxes of $2,526,265[192]. - As of September 30, 2024, the company had $49,915,251 in investments held in trust, with $4,633,444 representing interest income[195]. - The company had $1,500,000 outstanding under a Convertible Promissory Note and $2,164,291 in advances from the sponsor as of September 30, 2024[196]. - The company is less than 7 months from mandatory liquidation, raising substantial doubt about its ability to continue as a going concern[198]. - The company has no off-balance sheet financing arrangements as of September 30, 2024[200]. - The company does not have any long-term debt or capital lease obligations, only a monthly fee of $10,000 for administrative support[201]. Accounting and Reporting - The Trust Amount must be at least $30,000,000; if it falls below this amount, the Sponsor will purchase shares to cover the difference at a price of $10.00 per share[188]. - The Backstop Subscription Agreement is classified as a liability and will be recorded at fair value, subject to re-measurement until exercised[189]. - The company accounts for its Backstop Subscription Agreement as a liability, subject to re-measurement at each reporting period[211]. - The company has two classes of shares, with earnings and losses shared pro rata between Class A and Class B common stock[212]. - The company does not believe that any recently issued accounting standards will have a material effect on its financial statements[217]. Operational Status - The Company has not engaged in any operations or generated any revenues to date, with only organizational activities conducted through September 30, 2024[190]. - The Company must use reasonable best efforts to maintain its listing on Nasdaq until the Closing[179]. - The Company will incur expenses related to being a public company, including legal and financial reporting costs[190]. - The company is expected to generate non-operating income from interest dividends on marketable securities held in the Trust Account[190].

Core Viewpoint - Blaize Holdings, Inc. is merging with BurTech Acquisition Corp., giving the combined entity a pro forma enterprise value of $894 million and expected proceeds of $71 million after expenses [3]. Company Overview - Blaize is a provider of hardware and software solutions for edge AI processing and machine learning across various sectors, including automotive, retail, and healthcare [4]. - Key products include the Blaize Graph Streaming Processor (GSP), Pathfinder P1600 module, and Xplorer Accelerator platforms, designed for low latency and energy efficiency [4]. - The company emphasizes its focus on edge applications, contrasting with larger competitors that offer broader solutions [4]. Market Positioning - The edge AI computing market is projected to grow significantly, with estimates ranging from a CAGR of 13.0% to 48.6% over the next 5-10 years, with a middle estimate of 27.5% from $26.74 billion in 2024 to $186.44 billion by 2032 [5][6]. - Manufacturing and automotive sectors are the largest segments driving this growth, particularly due to the demand for real-time data [5]. - The hardware segment currently holds the largest market share at 45.1%, but software is expected to grow faster at a CAGR of 23.7% from 2023 to 2030 [6]. Competitive Landscape - Blaize faces competition from larger companies like Nvidia, AMD, and Intel, as well as startups focused on edge computing [7]. - The competitive environment includes both established players with broad solutions and niche startups targeting specific edge applications [7]. Management and Investors - The management team has extensive experience from leading semiconductor firms, with the CEO having over 20 years in the industry [8]. - Blaize is backed by notable investors, including Mercedes-Benz and Samsung, which enhances its credibility and market position [8].

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, 2024 ☐ 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) | --- | --- | --- | |------------ ...

IPO and Merger Details - The Company completed an IPO of 28,750,000 units at $10.00 per unit, generating proceeds of approximately $8.98 million[230]. - The Company entered into a Merger Agreement with Blaize, where Blaize will become a wholly owned subsidiary, and the Company will be renamed "Blaize Holdings, Inc."[234]. - The Merger Agreement includes an exchange ratio of 77,000,000 shares of the Company Class A common stock for Blaize Common Stock[235]. - The Merger is subject to customary closing conditions, including shareholder approvals and regulatory clearances[239]. - The Company agreed to not engage in any other business combination proposals between the date of the Merger Agreement and the closing[246]. - A private placement of up to $25 million in secured convertible promissory notes for Blaize is planned prior to or concurrently with the closing[248]. - The Sponsor Support Agreement requires the Sponsor to vote in favor of the Merger Agreement and against any competing proposals[250]. - The merger agreement includes provisions for up to 6,833,333 shares of Class A common stock to be issued for aggregate gross proceeds of $25.0 million[265]. - Earnout shares totaling 16.3 million may be issued contingent on the closing stock price of New Blaize common stock exceeding certain thresholds during the earnout period[267]. Financial Performance and Position - For the three months ended March 31, 2024, the company reported a net loss of $10,633, with operating costs and franchise taxes totaling $475,812 and provision for income taxes of $162,895[281]. - As of March 31, 2024, the company had $1,500,000 outstanding under a Convertible Promissory Note and $418,441 in advances from the sponsor[282]. - The company had $148,736 in its restricted cash account and $47,868,795 in investments held in trust as of March 31, 2024, with $3,369,206 representing interest income[292]. - Approximately $227.8 million was removed from the company's trust account to pay holders after 22,119,297 shares were tendered for redemption[261]. - The company generated non-operating income of $3,075,729 from interest on marketable securities held in the trust account for the three months ended March 31, 2023[291]. - The Company is less than 7 months from mandatory liquidation, raising substantial doubt about its ability to continue as a going concern for at least one year from the date of the financial statements[296]. - The Company has no long-term debt or significant liabilities, except for a monthly fee of $10,000 to an affiliate for office space and support[298]. - As of March 31, 2024, there are 4,345,663 Class A common stock subject to possible redemption, presented at redemption value as temporary equity[299]. Operational and Regulatory Considerations - The Company must ensure that cash available in the trust account is equal to or greater than $125 million at the time of closing[242]. - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying a target company for a business combination[289]. - The company must use reasonable best efforts to remain listed as a public company on Nasdaq until the closing of the merger[276]. - The Company has identified material weaknesses in internal control over financial reporting, particularly regarding the withdrawal of funds from the Trust Account[327]. - The Inflation Reduction Act imposes a 1% excise tax on stock repurchases by publicly traded corporations, effective January 1, 2023[332]. Future Capital Needs - The Company expects to need to raise additional capital through loans or investments to meet working capital needs[293]. - If unable to raise additional capital, the Company may need to curtail operations or reduce overhead expenses[293]. Accounting and Share Structure - The Company has not adopted the new accounting standards effective January 1, 2024, and is assessing their potential impact[303]. - The Company has two classes of shares, with earnings and losses shared pro rata between Class A and Class B common stock[302]. - The public and private warrants are classified as equity and recorded as part of additional paid-in capital at issuance[301].

Financial Performance - The company had a net income of $1,673,607 for the year ended December 31, 2022, consisting of interest from marketable securities of $3,989,294, offset by formation and operating costs of $1,523,929 and provision for income taxes of $791,758 [545]. Capital Structure and Financing - Following the stockholders' vote on March 10, 2023, approximately $227.8 million was removed from the trust account to pay holders, resulting in 6,630,703 shares of Class A common stock outstanding and approximately $68.0 million remaining in the trust account [528]. - The company expects to raise additional capital through loans or investments to meet working capital needs, but there is no assurance that new financing will be available on commercially acceptable terms [546]. - The company has no long-term debt or capital lease obligations, with only a monthly fee of $10,000 payable to an affiliate for office space and administrative support [548]. Merger and Acquisition - The merger agreement includes provisions for the issuance of up to 3,750,000 Earnout Shares to Blaize shareholders if the closing stock price of New Blaize common stock reaches $12.50 per share for 20 trading days within any 30 consecutive trading day period [533]. - The merger agreement is subject to several closing conditions, including shareholder approval and effectiveness of the registration statement on Form S-4 [534]. - The company will cease operations and redeem public shares if it cannot complete the initial business combination within the Combination Period, with no redemption rights for warrants [530]. - The company plans to use funds not held in the trust account for identifying and evaluating acquisition candidates and performing due diligence [546]. Governance and Internal Controls - The stockholders' agreement will allow the Stockholder Group to designate two out of nine individuals to the board of directors as long as they own 10% or more of the total shares of New Blaize Common Stock [543]. - The company has identified material weaknesses in its internal controls related to the withdrawal of funds from the trust account and accounting for Class A common stock subject to possible redemption [36].

Table of Contents BRKHU The Nasdaq Stock Market LLC Class A Common Stock, par value $0.0001 per share BRKH The Nasdaq Stock Market LLC Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share BRKHW The Nasdaq Stock Market LLC 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, 2023 ☐ TRANSITION REPORT PURSUANT T ...

The following table presents information about the Company's assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. | --- | --- | --- | --- | --- | --- | --- | --- | |-------------------------------------------------------------|-------|-----------------------|-----------------------------------------------------|--------------- ...