Revenue Growth - For the three months ended September 30, 2025, total revenue increased 1,419% to $11.9 million, compared to $0.8 million for the same period in 2024, primarily due to hardware sales to a new customer[232] - For the nine months ended September 30, 2025, total revenue increased 857% to $14.9 million, compared to $1.6 million for the same period in 2024, driven by hardware sales of $10.4 million in Q3 2025[234] Cost of Revenue - Cost of revenue for the three months ended September 30, 2025, increased by 2,020% to $10.1 million, compared to $0.5 million for the same period in 2024, primarily due to higher hardware costs[243] - Cost of revenue for the nine months ended September 30, 2025, increased by 980% to $11.2 million, compared to $1.0 million for the same period in 2024, driven by higher hardware costs[244] Research and Development (R&D) Expenses - R&D expenses for the three months ended September 30, 2025, increased by $3.9 million, or 67%, to $9.7 million compared to $5.8 million for the same period in 2024[245] - For the nine months ended September 30, 2025, R&D expenses rose by $16.6 million, or 106%, reaching $32.4 million, up from $15.8 million in 2024[246] Selling, General and Administrative (SG&A) Expenses - SG&A expenses for the three months ended September 30, 2025, increased by $8.8 million, or 158%, to $14.3 million compared to $5.5 million for the same period in 2024[247] - For the nine months ended September 30, 2025, SG&A expenses increased by $25.7 million, or 177%, to $40.2 million, up from $14.5 million in 2024[248] Net Loss - The net loss for the three months ended September 30, 2025, was $26.3 million, compared to a net loss of $25.6 million in 2024, representing a 3% increase[255] - For the nine months ended September 30, 2025, the net loss was $203.6 million, a 274% increase from a net loss of $54.5 million in 2024[255] Cash Flow - Cash used in operating activities for the nine months ended September 30, 2025, was $57.3 million, compared to $35.8 million in 2024[269] - Cash provided by financing activities for the nine months ended September 30, 2025, was $31.8 million, down from $102.4 million in 2024[269] - Net cash used in operating activities increased to $57.3 million for the nine months ended September 30, 2025, compared to $35.8 million for the same period in 2024, primarily due to a $149.1 million increase in net loss[270] - Cash used in investing activities was $0.7 million for the nine months ended September 30, 2025, down from $1.2 million in 2024[271] - Net cash provided by financing activities was $31.8 million for the nine months ended September 30, 2025, compared to $102.4 million in 2024, with significant contributions from a $20.0 million Committed Equity Facility and $15.9 million from Merger and PIPE financing[272] Equity and Financing - The company entered into a $50.0 million common stock purchase agreement to accelerate commercialization of its South Asia smart infrastructure contract and invest in next-generation chip development[226] - The company raised approximately $30.0 million through a securities purchase agreement, intending to use the net proceeds for general corporate and working capital purposes[227] - The company entered into a Committed Equity Facility allowing the sale of up to $50 million of newly issued shares, with $20 million net proceeds from 5,673,734 shares sold as of September 30, 2025[265] Partnerships and Initiatives - As of September 30, 2025, there were 53 proof-of-concept initiatives in progress with potential customers[229] - As of September 30, 2025, the company had 42 partners working to integrate its products and services into their offerings[230] - As of September 30, 2025, the company confirmed 26 design wins with partners or customers[231] Company Classification and Accounting - The company is classified as an emerging growth company (EGC) under the JOBS Act, allowing it to delay compliance with certain accounting standards until it no longer qualifies as an EGC[275] - The company has elected to utilize smaller reporting company (SRC) status, which is available as long as annual revenues remain below $100.0 million and public float is less than $700.0 million[278] - The accounting for the Merger was treated as a reverse recapitalization, with no goodwill or intangible assets recognized, and net assets stated at historical cost[283] Tax and Valuation - The company’s deferred tax asset balance is subject to a full valuation allowance, with management's projections of future taxable income being a significant factor in this assessment[287] - The valuation of financial instruments, including the Committed Equity Facility and earnout shares, involves complex estimates and assumptions, impacting the company's financial results[296]

Exhibit 99.1 Blaize Announces $30 Million Private Placement Led by Polar Asset Management Partners; Announces Preliminary Results for Third Quarter 2025 Investment fuels growth and reinforces confidence in Blaize's edge AI strategy to power global AI infrastructure The Company expects that the proceeds of the PIPE, together with amounts already raised under the Company's Committed Equity Facility with B. Riley and anticipated receipts from customers, are expected to fund the core operations of the Company, ...

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q%20Filing%20Information) [Registrant Information](index=1&type=section&id=Registrant%20Information) Identifies Blaize Holdings, Inc. as the registrant, detailing incorporation state, executive offices, and listed securities - Registrant: **Blaize Holdings, Inc.**, incorporated in **Delaware**, with principal executive offices in **El Dorado Hills, CA**[2](index=2&type=chunk) Securities Registered on The Nasdaq Stock Market | Title of each class | Trading symbols | Name of each exchange on which registered | | :------------------ | :-------------- | :---------------------------------------- | | Common stock, par value $0.0001 per share | BZAI | The Nasdaq Stock Market | | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | BZAIW | The Nasdaq Stock Market | [Securities and Filer Status](index=1&type=section&id=Securities%20and%20Filer%20Status) Confirms SEC filing compliance and identifies filer status as Non-accelerated, Smaller reporting, and Emerging growth company - The Registrant has filed **all required reports** under Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days[3](index=3&type=chunk) Filer Status Classification | Filer Status | | | :---------------------- | :--- | | Large accelerated filer | ☐ | | Accelerated filer | ☐ | | Non-accelerated filer | ☒ | | Smaller reporting company | ☒ | | Emerging growth company | ☒ | - As of August 6, 2025, the registrant had **102,620,190 shares of common stock**, $0.0001 par value per share, outstanding[4](index=4&type=chunk) [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Disclosure](index=3&type=section&id=Forward-Looking%20Statements%20Disclosure) Advises on forward-looking statements, cautions on material differences due to risks, and disclaims obligation to update - Forward-looking statements relate to **future events or performance**, including business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans, and funding adequacy[8](index=8&type=chunk) - Actual outcomes may **differ materially** from expectations due to **known and unknown risks**, trends, uncertainties, and factors beyond the company's control, including changes in business conditions, market, financial, political, and legal conditions, and risks related to the Business Combination[9](index=9&type=chunk)[10](index=10&type=chunk) - The company undertakes **no obligation to update or revise** any forward-looking statements, except as required under applicable securities laws[10](index=10&type=chunk)[11](index=11&type=chunk) [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Presents unaudited condensed consolidated financial statements, including balance sheets, operations, equity, cash flows, and detailed financial notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased from **$80.5 million** to **$53.8 million**, while total liabilities significantly decreased from **$191.0 million** to **$58.6 million** due to conversions Condensed Consolidated Balance Sheets (Amounts in thousands) | (Amounts in thousands) | As of June 30, 2025 | As of December 31, 2024 | | :--------------------- | :------------------ | :---------------------- | | Cash and cash equivalents | $28,588 | $50,237 | | Total current assets | $47,413 | $73,690 | | Total assets | $53,828 | $80,516 | | Total current liabilities | $39,612 | $188,143 | | Total liabilities | $58,638 | $190,979 | | Total stockholders' deficit | $(4,810) | $(110,463) | - A **significant decrease in total liabilities** is observed, primarily due to the conversion of warrant liabilities (**$14.7 million** to $0) and convertible notes (**$148.6 million** to $0) into common stock[15](index=15&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Total revenue substantially increased, but operating and other expenses also rose significantly, resulting in a higher net loss driven by fair value changes and merger costs Condensed Consolidated Statements of Operations (Amounts in thousands) | (Amounts in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenue | $1,982 | $223 | $2,989 | $772 | | Total operating expenses | $23,865 | $11,358 | $62,893 | $20,044 | | Loss from operations | $(21,883) | $(11,135) | $(59,904) | $(19,272) | | Total other expense, net | $(7,667) | $(887) | $(117,245) | $(9,331) | | Net loss | $(29,589) | $(12,153) | $(177,350) | $(28,896) | | Net loss per share - basic and diluted | $(0.28) | $(0.89) | $(1.80) | $(2.12) | - **Net loss significantly increased** for the six months ended June 30, 2025, to **$177.4 million**, primarily due to a **$165.7 million** change in fair value of convertible notes and **$60.3 million** change in fair value of warrant liabilities, partially offset by a **$109.3 million** income from change in fair value of earnout share liabilities[17](index=17&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Accumulated deficit significantly reduced from **$(110.5) million** to **$(4.8) million**, primarily due to convertible notes and warrant conversions into common stock Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Amounts in thousands) | (Amounts in thousands) | As of December 31, 2024 | As of June 30, 2025 | | :--------------------- | :---------------------- | :------------------ | | Common stock | $5 | $10 | | Additional paid-in capital | $318,783 | $610,335 | | Accumulated deficit | $(429,251) | $(606,601) | | Total stockholders' deficit | $(110,463) | $(4,810) | - The conversion of convertible notes added **$314.3 million** to additional paid-in capital, and net exercise of warrants added **$75.1 million**, significantly impacting the equity structure[19](index=19&type=chunk) - The company recorded a **net loss of $(177.4) million** for the six months ended June 30, 2025, which increased the accumulated deficit[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash, cash equivalents, and restricted cash decreased by **$21.6 million**, a shift from a **$84.2 million** increase, due to higher operating cash use and lower financing cash Condensed Consolidated Statements of Cash Flows (Amounts in thousands) | (Amounts in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(32,373) | $(21,626) | | Net cash used in investing activities | $(681) | $(81) | | Net cash provided by financing activities | $11,428 | $105,858 | | Net change in cash, cash equivalents and restricted cash | $(21,626) | $84,151 | | Cash, cash equivalents and restricted cash at end of period | $28,862 | $87,364 | - **Cash used in operating activities increased to $32.4 million** in 2025 from **$21.6 million** in 2024, driven by a higher net loss[24](index=24&type=chunk) - **Net cash provided by financing activities decreased significantly from $105.9 million** in 2024 (primarily from convertible notes) to **$11.4 million** in 2025 (primarily from Merger and PIPE financing, net of transaction costs)[24](index=24&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of financial statements, covering organization, accounting policies, merger impact, revenue, fair value, and other critical aspects [Note 1. Organization and Description of Business](index=10&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) Blaize develops AI edge computing solutions, completed a reverse recapitalization merger, and faces substantial doubt about its ability to continue as a going concern - Blaize specializes in **AI edge computing hardware and software**, focusing on smart vision and AI applications for automotive, retail, security, and industrial markets[26](index=26&type=chunk) - The company consummated a **reverse recapitalization merger with BurTech Acquisition Corp. on January 13, 2025**, with Blaize, Inc. treated as the acquirer for financial reporting purposes[29](index=29&type=chunk)[31](index=31&type=chunk) - Blaize is an **emerging growth company** and has elected to use the extended transition period for complying with new or revised accounting standards[33](index=33&type=chunk)[34](index=34&type=chunk) - The company's liquidity condition raises **substantial doubt about its ability to continue as a going concern**, having incurred recurring losses and negative cash flows, with a **net loss of $177.4 million** for the six months ended June 30, 2025[36](index=36&type=chunk)[38](index=38&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=11&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) Details significant accounting policies, including going concern basis, revenue recognition, warrant classification, and single segment reporting - The financial statements are prepared on a **going concern basis**, but management has determined that the company's liquidity condition raises **substantial doubt about its ability to continue as a going concern**[35](index=35&type=chunk)[38](index=38&type=chunk) - **Revenue is recognized under ASC 606**, with **hardware revenue recognized at a point in time** upon shipment, and **licensing/engineering services revenue recognized over time**[61](index=61&type=chunk)[66](index=66&type=chunk)[69](index=69&type=chunk) - The company accounts for **warrants as either equity-classified or liability-classified** based on specific terms and authoritative guidance, with changes in fair value of liability-classified warrants recorded in earnings[59](index=59&type=chunk)[60](index=60&type=chunk) - The company operates in **one reporting segment**, with the CEO reviewing consolidated financial information for decision-making[88](index=88&type=chunk) [Note 3. Merger and Reverse Recapitalization](index=20&type=section&id=Note%203.%20Merger%20and%20Reverse%20Recapitalization) Details the January 13, 2025 merger and reverse recapitalization, covering conversions of preferred stock, notes, warrants, PIPE issuance, and earnout shares - The **Merger was consummated on January 13, 2025**, and accounted for as a **reverse recapitalization**, with **Legacy Blaize treated as the accounting acquirer**[29](index=29&type=chunk)[31](index=31&type=chunk)[94](index=94&type=chunk) - **All outstanding convertible notes, redeemable convertible preferred stock, and warrants were converted into common stock** immediately prior to the merger closing[96](index=96&type=chunk) - Legacy Blaize shareholders and equity award holders are entitled to receive up to **15,000,000 Earnout Shares** in four tranches, **contingent on common stock price reaching specified thresholds** ($12.50, $15.00, $17.50, $20.00) within a five-year earnout period[53](index=53&type=chunk)[104](index=104&type=chunk)[109](index=109&type=chunk) Common Stock Outstanding Immediately After Merger | Category | Shares | | :------------------------------------------ | :------------- | | BurTech Class A common stock, outstanding prior to the Merger | 10,816,995 | | PIPE shares | 1,529,500 | | Legacy Blaize shares | 87,314,968 | | Common Stock immediately after the Merger | 98,818,874 | [Note 4. Revenue](index=24&type=section&id=Note%204.%20Revenue) Disaggregates revenue by region and recognition method, showing significant increase to **$3.0 million**, with North America and Asia Pacific as key contributors Total Revenue by Geographical Region (Amounts in thousands) | Region | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------- | :------------------------------- | :----------------------------- | | North America | $1,974 (100%) | $1,974 (66%) | | Asia Pacific | $6 (0%) | $966 (32%) | | Others | $2 (0%) | $49 (2%) | | Total revenue | $1,982 | $2,989 | Revenue by Recognition Method (Amounts in thousands) | Method | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------- | :------------------------------- | :----------------------------- | | Revenue recognized at a point in time | $1,982 | $2,989 | | Revenue recognized over time | $0 | $0 | | Total revenue | $1,982 | $2,989 | - For the six months ended June 30, 2025, **total revenue increased by 287% to $2,989 thousand** compared to $772 thousand in the prior year, primarily driven by hardware and software sales[221](index=221&type=chunk) [Note 5. Fair Value Measurements](index=25&type=section&id=Note%205.%20Fair%20Value%20Measurements) Details fair value measurements of financial assets and liabilities, categorized into Level 1 and Level 3, showing significant post-merger changes Financial Assets and Liabilities Measured at Fair Value (Amounts in thousands) | Category | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------- | :------------------ | :---------------------- | | **Assets:** | | | | Mutual funds (Level 1) | $23,310 | $5,067 | | U.S. Government money market funds (Level 1) | $40 | $9,247 | | U.S. Government treasury securities (Level 1) | $0 | $30,580 | | **Liabilities:** | | | | Unissued common stock liability (Level 1) | $2,340 | $0 | | Earnout share liabilities (Level 3) | $16,764 | $0 | | 2023 convertible notes (Level 3) | $0 | $132,687 | | Pay-to-Play convertible notes (Level 3) | $0 | $15,942 | | Warrant liabilities (Level 3) | $0 | $14,711 | - Upon the consummation of the Merger, **all outstanding convertible notes and warrant liabilities were converted into shares of common stock**, resulting in their **fair value decreasing to zero** as of June 30, 2025[113](index=113&type=chunk)[115](index=115&type=chunk) - **Earnout share liabilities, classified as Level 3**, were issued with an **initial value of $126.0 million** and had a **fair value of $16.8 million** as of June 30, 2025, reflecting a change in estimated fair value of **$(109.3) million** for the six months ended June 30, 2025[113](index=113&type=chunk) [Note 6. Inventories](index=26&type=section&id=Note%206.%20Inventories) Inventories, comprising raw materials, work in process, and finished goods, decreased slightly from **$8.6 million** to **$8.2 million** Inventories (Amounts in thousands) | Category | As of June 30, 2025 | As of December 31, 2024 | | :--------------- | :------------------ | :---------------------- | | Raw materials | $7,270 | $7,410 | | Work in progress | $776 | $1,064 | | Finished goods | $188 | $87 | | Total inventories | $8,234 | $8,561 | [Note 7. Income Taxes](index=26&type=section&id=Note%207.%20Income%20Taxes) Recorded income tax provisions of **$39 thousand** and **$0.2 million** with effective rates of **(0.1)%**, influenced by valuation allowance, and evaluating OBBBA impact Provision for Income Taxes (Amounts in thousands) | Period | Provision for Income Taxes | Effective Tax Rate | | :----------------------------- | :------------------------- | :----------------- | | Three Months Ended June 30, 2025 | $39 | (0.1)% | | Six Months Ended June 30, 2025 | $201 | (0.1)% | | Three Months Ended June 30, 2024 | $131 | (1.1)% | | Six Months Ended June 30, 2024 | $293 | (1.0)% | - The effective income tax rates are primarily influenced by the **valuation allowance**, which is driven by **deferred tax assets** from capitalized research and experimental expenditures and net operating losses[118](index=118&type=chunk) - The company is **evaluating the impact of the One Big Beautiful Bill Act (OBBBA)**, signed on July 4, 2025, which makes permanent key elements of the Tax Cuts and Jobs Act[119](index=119&type=chunk) [Note 8. Convertible Notes and Demand Notes](index=27&type=section&id=Note%208.%20Convertible%20Notes%20and%20Demand%20Notes) Details convertible notes (P2P and 2023) fully converted into common stock upon merger, and outstanding Working Capital Loan and Related Party Advances - Both P2P Notes and 2023 Convertible Notes were **fully converted into common stock upon the consummation of the Merger on January 13, 2025**[121](index=121&type=chunk)[125](index=125&type=chunk)[132](index=132&type=chunk) - The company had an **outstanding Working Capital Loan of $1.5 million** and **Advances from Related Party of $2.9 million** as of June 30, 2025[133](index=133&type=chunk)[134](index=134&type=chunk) - The 2023 Convertible Notes included **$110.7 million** in additional proceeds received during 2024, with a significant portion from a third-party group of investors (RT Parties)[127](index=127&type=chunk)[129](index=129&type=chunk) [Note 9. Warrants](index=28&type=section&id=Note%209.%20Warrants) Describes warrant liabilities, including Legacy Blaize Warrants converted to common stock, post-merger equity-classified warrants, and new advisor warrants - **Legacy Blaize Warrant Liabilities**, previously classified as liabilities, were **converted into common stock upon the Merger**[136](index=136&type=chunk)[140](index=140&type=chunk) - Post-Merger, BurTech's **28,750,000 public warrants** and **898,250 private warrants** became equity-classified warrants of Blaize, each exercisable at **$11.50 per share**[141](index=141&type=chunk)[142](index=142&type=chunk) - In February 2025, the company **issued 50,000 common stock warrants** to advisors as compensation, **fair valued at $3.34 per share** using the Black-Scholes model[144](index=144&type=chunk)[145](index=145&type=chunk) [Note 10. Leases](index=30&type=section&id=Note%2010.%20Leases) Operating lease obligations for facilities expire between 2026-2029, with total lease costs of **$0.4 million** for the six months ended June 30, 2025 - The company's **operating leases for facilities expire between fiscal years 2026 and 2029**[146](index=146&type=chunk) Total Lease Costs (Amounts in thousands) | Period | 2025 | 2024 | | :----------------------------- | :--- | :--- | | Three Months Ended June 30, | $211 | $150 | | Six Months Ended June 30, | $416 | $364 | - As of June 30, 2025, the **weighted average remaining lease term for operating leases was 3.0 years**, and the **weighted average discount rate was 10.0%**[150](index=150&type=chunk) [Note 11. Redeemable Convertible Preferred Stock Prior to the Merger](index=32&type=section&id=Note%2011.%20Redeemable%20Convertible%20Preferred%20Stock%20Prior%20to%20the%20Merger) Prior to the Merger, various series of redeemable convertible preferred stock were classified as mezzanine equity and subsequently converted into common stock - Prior to the Merger, the company had **multiple series of 'Shadow Preferred' stock**, **classified as mezzanine equity** due to redemption options[152](index=152&type=chunk)[55](index=55&type=chunk) - **All redeemable convertible preferred stock outstanding at the time of the Merger was converted into shares of common stock**[153](index=153&type=chunk)[56](index=56&type=chunk) [Note 12. Common Stock](index=32&type=section&id=Note%2012.%20Common%20Stock) As of June 30, 2025, **600 million** common shares authorized, **98.9 million** issued and outstanding, with additional shares reserved for issuance Common Stock Authorized and Outstanding | Metric | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------- | :------------------ | :---------------------- | | Shares authorized | 600,000,000 | 136,562,809 | | Shares issued and outstanding | 98,881,933 | 48,376,052 | Common Stock Reserved for Issuance | Category | As of June 30, 2025 | | :-------------------------------- | :------------------ | | Public warrants | 28,750,000 | | Private warrants | 898,250 | | Common stock warrants | 50,000 | | Earnout shares | 17,600,000 | | Incentive stock options and restricted stock units | 39,959,756 | | Equity awards available for future issuance | 25,199,024 | | Total common stock reserved for issuance | 113,226,261 | [Note 13. Stock-Based Compensation](index=33&type=section&id=Note%2013.%20Stock-Based%20Compensation) Stock-based compensation expense significantly increased to **$18.6 million**, driven by RSU vesting and grants under the new 2025 Incentive Award Plan Stock-Based Compensation Expense (Amounts in thousands) | Period | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------------- | :------------------------------- | :----------------------------- | | Research and development | $3,196 | $9,171 | | Selling, general and administrative | $4,370 | $9,435 | | Total | $7,566 | $18,606 | - The **2025 Incentive Award Plan** was adopted in January 2025, replacing the historical 2011 plan, with approximately **30.5 million shares** authorized for issuance[158](index=158&type=chunk) - Upon the Merger, **$3.9 million in stock-based compensation expense was recognized** for the vesting of outstanding RSUs[168](index=168&type=chunk) - As of June 30, 2025, there was **$16.2 million** of unrecognized compensation cost for stock options (expected over 2.1 years) and **$22.2 million** for RSUs (expected over 3.0 years)[166](index=166&type=chunk)[169](index=169&type=chunk) [Note 14. Commitments and Contingencies](index=37&type=section&id=Note%2014.%20Commitments%20and%20Contingencies) Had **$2.0 million** in inventory purchase commitments and recorded **$4.95 million** in estimated liabilities for a Jefferies lawsuit seeking **$4.5 million** in merger fees - As of June 30, 2025, the company had **$2.0 million in outstanding purchase orders and contractual obligations for inventory**[172](index=172&type=chunk) - The company has recorded **estimated liabilities of $4.95 million** as of June 30, 2025, related to a **lawsuit filed by Jefferies for advisory fees and expense reimbursement** in connection with the Merger[176](index=176&type=chunk) - The company entered into **various advisor agreements** in late 2024 and April 2024, with **compensation in restricted stock units or common stock**, some subject to lock-up provisions and performance-based adjustments[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) [Note 15. Related Party Transactions and Balances](index=38&type=section&id=Note%2015.%20Related%20Party%20Transactions%20and%20Balances) Entered a Sales Partner Referral Agreement with Burkhan LLC, targeting **$56.5 million** in product purchases from BST, and recognized **$1.6 million** in related party revenue - On June 30, 2025, Blaize entered into a **Sales Partner Referral Agreement with Burkhan LLC, an affiliate**, for promoting products and referring customers[180](index=180&type=chunk) - Under the Referral Agreement, **BST, an affiliate of Burkhan, will purchase up to $56.5 million of products** through 2026[181](index=181&type=chunk) Related Party Revenue and Accounts Receivable (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | As of June 30, 2025 | | :-------------------------------- | :------------------------------- | :----------------------------- | :------------------ | | Revenue from affiliate of Burkhan | $1,600 | $1,600 | N/A | | Accounts receivable from affiliate of Burkhan | N/A | N/A | $1,800 | - **Convertible notes and warrants held by related party investors were converted into common stock upon the Merger**[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk) [Note 16. Segment Reporting](index=39&type=section&id=Note%2016.%20Segment%20Reporting) Operates as a single reportable segment, with the CEO reviewing consolidated financial results including revenue, costs, net loss, and Adjusted EBITDA - The company operates as a **single reportable segment**, with financial performance evaluated on a consolidated basis[189](index=189&type=chunk) Net Loss Components (Amounts in thousands) | Category | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------------- | :------------------------------- | :----------------------------- | | Revenue | $1,982 | $2,989 | | Cost of revenue | $(804) | $(1,131) | | Employee costs | $(15,242) | $(34,323) | | Technology costs | $(1,276) | $(3,693) | | Depreciation and amortization | $(456) | $(647) | | Interest income/(expense), net | $314 | $713 | | Fair value changes and financing charges | $(7,557) | $(117,087) | | Other segment items | $(6,550) | $(24,171) | | Net loss | $(29,589) | $(177,350) | Adjusted EBITDA Reconciliation (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------------- | :------------------------------- | :----------------------------- | | Net loss | $(29,589) | $(177,350) | | EBITDA | $(29,408) | $(177,215) | | Stock-based compensation | $7,566 | $18,606 | | Fair value changes and financing charges | $7,557 | $117,087 | | Adjusted EBITDA | $(12,933) | $(28,313) | [Note 17. Net Loss Per Share](index=40&type=section&id=Note%2017.%20Net%20Loss%20Per%20Share) Basic and diluted net loss per share was **$(1.80)**, with **98.4 million** weighted average shares outstanding, excluding anti-dilutive securities Net Loss Per Share (Amounts in thousands, except share and per share amounts) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------------- | :------------------------------- | :----------------------------- | | Net loss | $(29,589) | $(177,350) | | Weighted average number of shares outstanding, basic and diluted | 104,588,373 | 98,374,632 | | Net loss per share, basic and diluted | $(0.28) | $(1.80) | - **Potentially dilutive securities, totaling 66.8 million shares** for the six months ended June 30, 2025, were **excluded from diluted EPS calculation due to their anti-dilutive effect**[194](index=194&type=chunk) - Net loss per share calculations for periods prior to the Merger were **retrospectively adjusted to reflect the reverse recapitalization**[193](index=193&type=chunk) [Note 18. Employee Benefit Plan](index=41&type=section&id=Note%2018.%20Employee%20Benefit%20Plan) Provides 401(k) and pension plans for US and UK employees, with **$0.3 million** in contributions, and a long-term defined benefits plan for Indian employees - The company **contributed $0.3 million to employee benefit plans** (401(k) in US, pension scheme in UK) for the six months ended June 30, 2025[195](index=195&type=chunk) - A **long-term defined benefits plan is provided for employees in India**, with the liability determined by actuarial valuation[196](index=196&type=chunk) [Note 19. Subsequent Events](index=41&type=section&id=Note%2019.%20Subsequent%20Events) Subsequent events include receiving **$0.5 million** from escrow, a **$50 million** Committed Equity Facility, and a Strategic Partnership targeting **$120 million** in Asia Pacific revenue - On July 10, 2025, the company **received $0.5 million in funds previously held in escrow**[197](index=197&type=chunk) - On July 14, 2025, Blaize entered into a **Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC**, providing the right to **sell up to $50 million of common stock**[198](index=198&type=chunk) - On July 16, 2025, a **Strategic Cooperation Agreement with Starshine Computing Power Technology Limited** was signed, **targeting a minimum of $120 million in revenue** over the first 18 months in the Asia Pacific region[199](index=199&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion of financial condition and results, covering AI edge computing, strategic developments, key metrics, revenue/expense analysis, non-GAAP measures, liquidity, and going concern [Overview](index=43&type=section&id=Overview) Blaize provides purpose-built, transformative AI-enabled edge computing solutions, integrating software and silicon for optimized AI processing - Blaize provides **AI-enabled edge computing solutions**, combining software and silicon for optimized AI processing at the network's edge and in data centers[201](index=201&type=chunk) - The company's solutions deliver **real-time insights with low power consumption, high efficiency, minimal size, and low cost**, targeting automotive, retail, security, and industrial markets[201](index=201&type=chunk)[202](index=202&type=chunk) [Recent Developments](index=43&type=section&id=Recent%20Developments) Includes a strategic partnership targeting **$120 million** in Asia Pacific revenue, a **$50 million** Committed Equity Facility, and a Sales Partner Referral Agreement with **$56.5 million** in product purchases - **Strategic partnership with Starshine Computing Power Technology Limited** (Hong Kong) to develop business opportunities in the Asia Pacific region, with a **minimum revenue target of $120 million** over the first 18 months[204](index=204&type=chunk) - Entered into a **Common Stock Purchase Agreement with B. Riley Principal Capital II, LLC**, providing the right to **sell up to $50 million of newly issued common stock** for strategic initiatives[205](index=205&type=chunk) - Signed a **Sales Partner Referral Agreement with Burkhan LLC**, an affiliate, which includes an **initial customer, BST, committing to purchase up to $56.5 million of products** through 2026[206](index=206&type=chunk)[209](index=209&type=chunk) [Key Business Metrics](index=45&type=section&id=Key%20Business%20Metrics) Tracks Proof of Concept (POCs), Partners, and Design Wins, with **49 POCs**, **36 Partners**, and **25 Design Wins** as of June 30, 2025 - As of June 30, 2025, Blaize had **49 Proof of Concept (POCs)** initiated or in progress with potential customers or partners[211](index=211&type=chunk) - The company has a total of **36 Partners** (independent software/hardware vendors) integrating Blaize products and services into their offerings[212](index=212&type=chunk) - Blaize has achieved **25 Design Wins**, indicating that a Partner or customer has selected Blaize's products/services for incorporation into their own products[213](index=213&type=chunk) [Components of Results of Operations](index=45&type=section&id=Components%20of%20Results%20of%20Operations) Defines components of operations: Revenue (services, hardware, software), Cost of Revenue, R&D, SG&A, Depreciation, and Transaction Costs - Revenue is derived from **engineering services, hardware sales, and software licensing agreements**[216](index=216&type=chunk) - Cost of revenue includes **semiconductor, board, and device costs, as well as direct labor** for engineering services[214](index=214&type=chunk) - Research and development expenses cover **personnel, third-party foundry costs, computer-aided tools, software licenses, and IP licenses**[215](index=215&type=chunk) - Selling, general and administrative expenses include **personnel costs for finance, HR, IT, legal, professional fees, advertising, and other corporate expenses**[217](index=217&type=chunk) [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Experienced significant revenue growth, but substantial increases in operating and other expenses led to a higher net loss, primarily from fair value changes Revenue Growth (Amounts in thousands) | Period | 2025 | 2024 | Change ($) | Change (%) | | :----------------------------- | :----- | :----- | :--------- | :--------- | | Three Months Ended June 30, | $1,982 | $223 | $1,759 | 789% | | Six Months Ended June 30, | $2,989 | $772 | $2,217 | 287% | - Revenue increase for the three months was driven by **$1.4 million** in hardware sales and **$0.6 million** in software revenue, partially offset by a **$0.2 million** decrease in engineering services[221](index=221&type=chunk) Operating Expenses (Amounts in thousands) | Expense Category | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Cost of revenue | $1,131 | $563 | $568 | 101% | | Research and development | $22,731 | $9,966 | $12,765 | 128% | | Selling, general and administrative | $26,349 | $8,992 | $17,357 | 193% | | Transaction costs | $12,035 | $86 | $11,949 | 13,894% | | Total operating expenses | $62,893 | $20,044 | $42,849 | 214% | - **Total other expense, net, increased by $107.9 million (1,157%)** for the six months ended June 30, 2025, primarily due to changes in fair value of convertible notes (**$165.7 million** expense) and warrant liabilities (**$60.3 million** expense), partially offset by income from earnout share liabilities (**$109.3 million**)[231](index=231&type=chunk)[232](index=232&type=chunk) [Non-GAAP Measures](index=51&type=section&id=Non-GAAP%20Measures) Management uses non-GAAP measures like EBITDA and Adjusted EBITDA to assess performance, with Adjusted EBITDA at **$(28.3) million** for the six months ended June 30, 2025 - Management uses **EBITDA and Adjusted EBITDA to evaluate operating profitability and performance**, excluding depreciation, amortization, and certain non-cash or irregular items[237](index=237&type=chunk) Adjusted EBITDA (Amounts in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :-------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net loss | $(177,350) | $(28,896) | $(148,454) | 514% | | EBITDA | $(177,215) | $(28,570) | $(148,645) | 520% | | Stock-based compensation | $18,606 | $683 | $17,923 | 2,624% | | Fair value changes and financing charges | $117,087 | $9,642 | $107,445 | 1,114% | | Adjusted EBITDA | $(28,313) | $(18,087) | $(10,226) | 57% | [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) Faces substantial doubt about going concern due to recurring losses and negative cash flows, with **$28.6 million** cash and **$606.6 million** accumulated deficit, planning to raise capital - The company's liquidity condition raises **substantial doubt about its ability to continue as a going concern** through one year from the issuance date of the financial statements[245](index=245&type=chunk) Cash and Accumulated Deficit (Amounts in thousands) | Metric | As of June 30, 2025 | | :--------------------- | :------------------ | | Cash and cash equivalents | $28,600 | | Accumulated deficit | $(606,600) | - **Net cash used in operating activities increased to $32.4 million** for the six months ended June 30, 2025, from **$21.6 million** in the prior year[247](index=247&type=chunk) - **Net cash provided by financing activities decreased significantly from $105.9 million** in 2024 to **$11.4 million** in 2025, despite proceeds from the Merger and PIPE financing[249](index=249&type=chunk) [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Preparation of financial statements requires significant management estimates, assumptions, and judgments, continuously evaluated, with potential for differing actual results - The preparation of condensed consolidated financial statements requires management to make **estimates, assumptions, and judgments that affect reported amounts of assets, liabilities, revenues, and expenses**[256](index=256&type=chunk) - Management evaluates estimates and assumptions on an ongoing basis, and **actual results could differ significantly** from these estimates[256](index=256&type=chunk) [Recent Accounting Pronouncements](index=54&type=section&id=Recent%20Accounting%20Pronouncements) Evaluating impact of ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation), effective 2025 and 2027, with no impact from ASU 2022-03 - The company **adopted ASU 2022-03, Fair Value Measurement**, on January 1, 2025, with **no impact** on the condensed consolidated financial statements[89](index=89&type=chunk) - Blaize is evaluating the impact of **ASU 2023-09, Income Taxes** (effective December 31, 2025), and **ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures** (effective January 1, 2027)[90](index=90&type=chunk)[92](index=92&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Exposed to market risks, primarily foreign currency exchange rate and credit risk, managed through contract negotiations and customer credit evaluations [Foreign Currency Exchange Rate Risk](index=56&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) Exposed to foreign currency exchange rate risk, primarily Indian rupee and British pound, mitigated by contract negotiations, with immaterial gains/losses - Blaize is exposed to **foreign currency exchange rate risk**, predominantly in the **Indian rupee and British pound**, due to international operations[262](index=262&type=chunk) - The company's strategy to manage foreign currency risk includes **negotiating customer contracts to receive payment in the same currency used for expenses or incorporating exchange rate fluctuation provisions**[261](index=261&type=chunk) - Foreign exchange transaction gains and losses were **not material** for the three and six months ended June 30, 2025 and 2024[263](index=263&type=chunk) [Credit Risk](index=56&type=section&id=Credit%20Risk) Faces credit risk from customer nonpayment, managed by credit evaluations, with **two customers** (one related party) accounting for **58%** and **30%** of accounts receivable - The company **manages accounts receivable credit risk through ongoing credit evaluation** of its customers' financial conditions and **maintains an allowance for credit losses**[265](index=265&type=chunk) - As of June 30, 2025, **two customers**, one a related party, accounted for approximately **58% and 30% of accounts receivable**, indicating **significant customer concentration**[266](index=266&type=chunk) Significant Customers by Revenue Contribution | Customer | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :--------- | :------------------------------- | :----------------------------- | | Customer C | 82% | 54% | | Customer D | 15% | 10% | | Customer E | * | 32% | [Item 4. Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, and previously identified material weaknesses in internal control over financial reporting have been remediated [Evaluation of Disclosure Controls and Procedures](index=56&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025, ensuring timely and accurate information reporting - Management concluded that **disclosure controls and procedures were effective** as of June 30, 2025[268](index=268&type=chunk) - Prior to the Merger, BurTech Acquisition Corp. identified **material weaknesses related to accrual of penalties and interest on excise tax payable and withdrawal of funds from the Trust Account**[268](index=268&type=chunk)[271](index=271&type=chunk) [Remediation of Previously Identified Material Weaknesses](index=57&type=section&id=Remediation%20of%20Previously%20Identified%20Material%20Weaknesses) Successfully remediated previously identified material weaknesses in internal control over financial reporting through personnel hires, new policies, enhanced processes, and system adoption - Remediation actions included **hiring additional accounting and finance employees**, **implementing Blaize's accounting policies and internal control procedures**, **enhancing financial close processes**, and **implementing new systems and tools**[269](index=269&type=chunk)[271](index=271&type=chunk) - As of June 30, 2025, management concluded that the **material weaknesses identified in BurTech's internal control over financial reporting have been remediated**[269](index=269&type=chunk) [Changes in Internal Control over Financial Reporting](index=57&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No other material changes in internal control over financial reporting occurred during the six months ended June 30, 2025, beyond remediation efforts - **No other material changes in internal control over financial reporting** occurred during the six months ended June 30, 2025, beyond the described remediation efforts[270](index=270&type=chunk) [PART II. OTHER INFORMATION](index=58&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) Involved in a lawsuit with Jefferies LLC seeking **$4.5 million** in merger-related fees, with **$4.95 million** recorded as estimated liabilities, and no other material legal proceedings - **Jefferies commenced a lawsuit** against the company on April 7, 2025, **seeking $4.5 million in fees and $500,000 in expense reimbursement** related to the Merger[176](index=176&type=chunk) - The company has **recorded estimated liabilities of $4.95 million** as of June 30, 2025, for the Jefferies lawsuit and **intends to vigorously defend it**[176](index=176&type=chunk) - Except for the Jefferies lawsuit, the company is **not currently a party to any litigation or legal proceedings that management believes would have a material adverse effect** on its business[273](index=273&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) Updates risk factors, emphasizing dependence on key personnel, reliance on third-party manufacturers, macroeconomic conditions, and customer concentration [Risks Related to our Business and Industry](index=58&type=section&id=Risks%20Related%20to%20our%20Business%20and%20Industry) Key risks include personnel retention, reliance on third-party manufacturers, adverse macroeconomic conditions (inflation, tariffs), and significant customer concentration - The company's success is **highly dependent on its ability to attract and retain key personnel**, especially in senior management and skilled technical roles, with macroeconomic conditions like labor shortages and wage inflation posing risks[275](index=275&type=chunk) - As a fabless company, Blaize **relies on third-party manufacturers** (e.g., Samsung Foundry, Plexus) for semiconductor production, exposing it to **risks of supply disruption, quality issues, and increased costs**[280](index=280&type=chunk)[281](index=281&type=chunk) - **Macroeconomic conditions, including persistent inflation, high interest rates, and tariffs** on imports from China, could increase costs, reduce demand, and **adversely impact the company's financial performance**[277](index=277&type=chunk)[279](index=279&type=chunk)[282](index=282&type=chunk) - A **significant portion of the company's revenue and accounts receivable is concentrated among a small number of customers**, creating a material adverse effect if these customers reduce purchases or fail to pay[283](index=283&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Issued **9,306 shares** of common stock in a private placement on May 8, 2025, with no other unregistered sales, use of proceeds, or issuer repurchases - On May 8, 2025, the company **issued 9,306 shares of common stock** to Roth Capital Partners, LLC in a private placement[284](index=284&type=chunk) - There were **no proceeds from previously registered offerings and no issuer repurchases of equity securities** during the period[286](index=286&type=chunk)[287](index=287&type=chunk) [Item 3. Defaults Upon Senior Securities](index=62&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - **No defaults upon senior securities were reported**[288](index=288&type=chunk) [Item 4. Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the registrant - **Mine Safety Disclosures are not applicable to the registrant**[289](index=289&type=chunk) [Item 5. Other Information](index=62&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements for company securities during the quarter - **No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement** during the quarter ended June 30, 2025[290](index=290&type=chunk) [Item 6. Exhibits](index=63&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Quarterly Report, including organizational documents, various agreements, and certifications - The exhibits include the **Third Amended and Restated Certificate of Incorporation**, **Amended and Restated Bylaws**, **Registration Rights Agreements**, **Form of Indemnification Agreement**, **Form of PIPE Subscription Agreement**, **Stockholder Lock-Up Agreement**, **Noteholder Lock-Up Agreement**, **Secured Promissory Note and Pledge Agreement**, **Letter Agreement**, **Amended and Restated Non-Employee Director Compensation Program**, **Form of Stock Option Grant Agreement**, **Common Stock Purchase Agreement**, **Sales Partner Referral Agreement**, and **various certifications**[292](index=292&type=chunk) [SIGNATURES](index=64&type=section&id=SIGNATURES) The Quarterly Report was duly signed by the Chief Executive Officer and Chief Financial Officer on August 14, 2025 - The Quarterly Report was **signed by Dinakar Munagala, Chief Executive Officer, and Harminder Sehmi, Chief Financial Officer, on August 14, 2025**[296](index=296&type=chunk)

[Executive Summary & Company Overview](index=1&type=section&id=Executive%20Summary%20%26%20Company%20Overview) Blaize is transitioning from technology validation to execution, focusing on Hybrid AI and smart infrastructure, securing major contracts, launching its AI Platform, and specializing in energy-efficient edge and data center AI processing [Introduction and Strategic Shift](index=1&type=section&id=Introduction%20and%20Strategic%20Shift) Blaize is transitioning from technology validation to execution, focusing on Hybrid AI and smart infrastructure deployments, particularly in Asia, securing major contracts and launching its AI Platform, indicating strong revenue growth and market momentum - Blaize announced financial results for Q2 2025, marking a critical inflection point as the company shifts from technology validation to execution[1](index=1&type=chunk) - The company is deploying technologies to progress sovereign AI strategies, delivering intelligence to critical infrastructure and powering AI for public safety networks, including citywide traffic management, optimized by its programmable, power-efficient Blaize AI Platform[2](index=2&type=chunk) - CEO Dinakar Munagala stated that Blaize has secured **major contracts** for large-scale customer deployments and launched the Blaize AI Platform to accelerate Hybrid AI adoption, believing the company is entering a new chapter defined by execution and momentum with **strong revenue growth** and a growing customer base[4](index=4&type=chunk) [About Blaize](index=3&type=section&id=About%20Blaize) Blaize specializes in full-stack programmable processor architecture and low-code/no-code software platforms for energy-efficient edge and data center AI processing, delivering real-time insights with low power consumption and cost - Blaize provides a full-stack programmable processor architecture suite and low-code/no-code software platform enabling AI processing solutions for high-performance computing at the network's edge and in the data center[16](index=16&type=chunk) - Blaize solutions deliver real-time insights and decision-making capabilities with **low power consumption**, **high efficiency**, minimal size, and **low cost**[16](index=16&type=chunk) - Headquartered in El Dorado Hills, CA, Blaize has over **200 employees worldwide** with teams in San Jose (CA), Cary (NC), Hyderabad (India), Leeds, and Kings Langley (UK)[16](index=16&type=chunk) [Financial Performance](index=1&type=section&id=Financial%20Performance) Blaize reported strong GAAP and non-GAAP revenue growth in Q2 2025, with improved gross margins and reduced net loss, while projecting continued revenue growth for Q3 and FY2025 [Second Quarter 2025 Financial Highlights (GAAP)](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights%20(GAAP)) Blaize reported significant GAAP revenue growth in Q2 2025, nearly doubling QoQ, while net loss decreased substantially and gross margin improved significantly year-over-year GAAP Financial Highlights (Three Months Ended June 30, 2025, in thousands) | Metric | June 30, 2025 | March 31, 2025 | June 30, 2024 | QoQ Change | YoY Change | | :-------------------------------- | :------------ | :------------- | :------------ | :--------- | :--------- | | Revenue | $1,982 | $1,007 | $223 | 97% | NM | | Gross margin | 59% | 68% | (15)% | (9)pp | 74pp | | Research and development | $9,613 | $13,118 | $5,872 | (27)% | NM | | Selling, general and administrative | $12,992 | $13,357 | $5,004 | (3)% | NM | | Net loss | $(29,589) | $(147,761) | $(12,153) | (80)% | NM | [Second Quarter 2025 Financial Highlights (Non-GAAP)](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights%20(Non-GAAP)) Non-GAAP results for Q2 2025 show strong revenue growth and a significant improvement in gross margin and a reduction in Adjusted EBITDA loss compared to the previous quarter and prior year Non-GAAP Financial Highlights (Three Months Ended June 30, 2025, in thousands) | Metric | June 30, 2025 | March 31, 2025 | June 30, 2024 | QoQ Change | YoY Change | | :-------------------------------- | :------------ | :------------- | :------------ | :--------- | :--------- | | Revenue | $1,982 | $1,007 | $223 | 97% | NM | | Gross margin | 64% | 5% | (15)% | 59pp | 79pp | | Research and development | $6,417 | $7,143 | $5,702 | (10)% | NM | | Selling, general and administrative | $8,622 | $8,292 | $4,828 | 4% | NM | | Adjusted EBITDA loss | $(12,933) | $(15,380) | $(10,560) | (16)% | NM | [Financial Outlook](index=3&type=section&id=Financial%20Outlook%20for%20Third%20Quarter%202025%20and%20Fiscal%20Year%202025) Blaize projects continued revenue growth for Q3 2025 and the full fiscal year 2025, with an expected increase in Adjusted EBITDA loss Financial Guidance (Q3 2025 and FY 2025) | Metric | Three Months Ended Sep 30, 2025 | Year Ended Dec 31, 2025 | | :-------------------------- | :------------------------------ | :---------------------- | | Revenue | $11.0 million to $11.5 million | $35.0 million to $38.0 million | | Adjusted EBITDA loss | $13.5 million to $14.5 million | $55.0 million to $58.0 million | | Stock-based compensation | Approximately $9.0 million | Approximately $33.0 million | | Weighted average shares outstanding | Approximately 106.1 million shares | Approximately 102.9 million shares | [Business Developments & Strategy](index=2&type=section&id=Business%20Developments%20%26%20Strategy) Blaize is transitioning to real deployments, securing foundational contracts, launching its AI Platform for edge-to-cloud AI, and anticipating continued revenue growth while managing supply chain and advancing platform development [Recent Business Announcements and Updates](index=2&type=section&id=Recent%20Business%20Announcements%20and%20Updates) Blaize is transitioning from pilot programs to real deployments, securing foundational contracts that validate product-market fit and global demand for Hybrid AI infrastructure, and has a significant active global pipeline - Blaize is capitalizing on growing global demand for edge AI, translating pipeline into execution across priority sectors, advancing from pilot programs to real deployments in the **first half of 2025**[8](index=8&type=chunk) - The company secured **two foundational contracts** that validate its product-market fit and reinforce global demand for Hybrid AI infrastructure[8](index=8&type=chunk) - Blaize has over **$725 million in active global pipeline opportunities** through 2027, with over **$300 million representing revenue opportunities** in advanced discussions[9](index=9&type=chunk) [Blaize AI Platform Introduction](index=2&type=section&id=Introducing%20the%20Blaize%20AI%20Platform) Blaize launched its AI Platform, a programmable, plug-and-play AI infrastructure stack for edge-to-cloud deployments, combining GSP-based silicon, software stacks, SDKs, and an expanding ecosystem, aiming to reduce latency, cost, and deployment friction for AI applications - Blaize recently launched the Blaize AI Platform, a programmable, plug-and-play AI infrastructure stack built for edge-to-cloud deployments[10](index=10&type=chunk) - The platform combines Blaize's GSP-based silicon, verticalized software stacks, low-code/no-code SDKs, and a fast-growing ecosystem of solution providers and system integrators[10](index=10&type=chunk) - The Blaize AI Platform enables **faster time-to-value** for AI applications across smart cities, defense, logistics, and industrial automation by reducing latency, cost, and deployment friction[11](index=11&type=chunk) [Company Outlook and Execution Readiness](index=2&type=section&id=Company%20Outlook%20and%20Execution%20Readiness) Blaize anticipates continued revenue growth from existing and new contracts across Asia, the Americas, and the Gulf Region, actively managing its supply chain, optimizing revenue timing, enhancing systems for order fulfillment, and advancing next-generation platform development to meet growing demand - Blaize expects continued revenue growth from existing contracts and new wins across Asia, the Americas, and the Gulf Region[12](index=12&type=chunk) - Secured a **$120 million agreement** with Starshine, a strategic systems partner, to deliver sovereign-ready Hybrid AI infrastructure in Thailand, Indonesia, India, Korea, China, and beyond, with deployments expected to commence in **Q3 2025**[12](index=12&type=chunk) - Received a **$56 million purchase order** for smart infrastructure rollout in South Asia, with **$1.8 million shipped to date** and a remaining backlog of **$4.6 million expected this year**[12](index=12&type=chunk) - To meet growing customer demand, Blaize is working closely with chip and contract manufacturers to secure supply chain capacity, aligning technical milestones with billing cycles, enhancing internal systems for order fulfillment and revenue recognition, and advancing next-generation platform development[13](index=13&type=chunk) [Non-GAAP Measures & Forward-Looking Statements](index=3&type=section&id=Non-GAAP%20Measures%20%26%20Forward-Looking%20Statements) Blaize utilizes non-GAAP financial measures to provide a clearer view of core operations and includes cautionary statements regarding forward-looking statements, acknowledging inherent risks and uncertainties [Non-GAAP Measures Explanation](index=3&type=section&id=Non-GAAP%20Measures) Blaize uses non-GAAP financial measures like EBITDA, Adjusted EBITDA, non-GAAP gross profit/margin, and non-GAAP R&D/SG&A to provide a clearer view of core operations by excluding certain non-cash and non-recurring items, intended to facilitate comparisons but not replace GAAP metrics - Blaize utilizes non-GAAP financial measures such as EBITDA, Adjusted EBITDA, non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development expense, and non-GAAP sales, general and administrative expense to supplement GAAP financial statements[17](index=17&type=chunk) - Adjusted EBITDA is defined as net loss before interest, taxes, depreciation and amortization, certain non-cash items, and other adjustments like stock-based compensation, non-recurring inventory cost realignments, and other non-recurring expenses[17](index=17&type=chunk) - The company believes these non-GAAP measures are valuable for management, investors, and other users to more fully and accurately assess Blaize's performance, but they should not be considered in isolation or as an alternative to GAAP measures[17](index=17&type=chunk) - Forward-looking Adjusted EBITDA guidance for Q3 2025 and FY 2025 is not reconciled to GAAP net income due to the high variability and difficulty in predicting certain excluded items without unreasonable efforts, which would imply a misleading degree of precision[18](index=18&type=chunk) [Cautionary Statement Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Statement%20Regarding%20Forward%20Looking%20Statements) The press release contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from projections, including changes in business conditions, regulatory compliance, competition, and the ability to execute on contracts and grow profitably, with Blaize disclaiming any obligation to update these statements - This press release contains forward-looking statements regarding the collaboration with Starshine, the ultimate value of recent contracts, expectations for Hybrid AI rollout, projected growth, industry, market opportunities, and product offerings[19](index=19&type=chunk) - Forward-looking statements are subject to risks and uncertainties, and many factors could cause actual future events to differ materially, including changes in domestic and foreign business, market, financial, political, and legal conditions, and the effects of competition[19](index=19&type=chunk) - Readers are cautioned not to put undue reliance on forward-looking statements, and Blaize assumes no obligation to update or revise these statements, except as required by law[19](index=19&type=chunk) - Financial projections are based on assumptions inherently subject to significant uncertainties and contingencies beyond Blaize's control, and their inclusion should not be regarded as an indication that they are a reliable prediction of future events[20](index=20&type=chunk) [Condensed Consolidated Financial Statements (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Blaize's unaudited financial statements show a decrease in total assets and liabilities, improved stockholders' deficit, significant revenue growth with reduced net loss, and increased cash used in operating activities [Condensed Consolidated Balance Sheets](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, Blaize reported total assets of $53.8 million, a decrease from $80.5 million at December 31, 2024, with total liabilities also significantly decreasing, primarily due to the conversion of warrant liabilities and convertible notes, and stockholders' deficit improving from $(110.5) million to $(4.8) million Condensed Consolidated Balance Sheets (Selected Items, in thousands) | Metric | As of June 30, 2025 | As of Dec 31, 2024 | | :-------------------------------- | :------------------ | :----------------- | | Total current assets | $47,413 | $73,690 | | Total assets | $53,828 | $80,516 | | Total current liabilities | $39,612 | $188,143 | | Total liabilities | $58,638 | $190,979 | | Total stockholders' deficit | $(4,810) | $(110,463) | [Condensed Consolidated Statements of Operations](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) For the three months ended June 30, 2025, Blaize reported total revenue of $1.98 million, a significant increase from $0.22 million in the prior year period, with the net loss for the quarter at $(29.6) million, a substantial improvement from $(147.8) million in the previous quarter, largely due to changes in fair value of convertible notes and earnout share liabilities Condensed Consolidated Statements of Operations (Selected Items, in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended March 31, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :-------------------------------- | :------------------------------- | | Total revenue | $1,982 | $1,007 | $223 | | Cost of revenue | $804 | $327 | $257 | | Research and development | $9,613 | $13,118 | $5,872 | | Selling, general and administrative | $12,992 | $13,357 | $5,004 | | Loss from operations | $(21,883) | $(38,021) | $(11,135) | | Net loss | $(29,589) | $(147,761) | $(12,153) | | Net loss per share - basic and diluted | $(0.28) | $(1.61) | $(0.89) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, net cash used in operating activities was $(32.4) million, an increase from $(21.6) million in the prior year, with net cash provided by financing activities significantly decreasing to $11.4 million from $105.9 million, primarily due to the conversion of convertible notes in the current period, and cash and cash equivalents decreasing to $28.6 million from $87.4 million at the beginning of the period Condensed Consolidated Statements of Cash Flows (Selected Items, in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(32,373) | $(21,626) | | Net cash used in investing activities | $(681) | $(81) | | Net cash provided by financing activities | $11,428 | $105,858 | | Net change in cash, cash equivalents and restricted cash | $(21,626) | $84,151 | | Cash, cash equivalents and restricted cash at end of period | $28,862 | $87,364 | - Significant non-cash financing activities for the six months ended June 30, 2025, included the conversion of convertible notes to common stock (**$314.3 million**) and the net exercise of warrants for common stock (**$75.1 million**)[27](index=27&type=chunk) [Reconciliations of GAAP to Non-GAAP Measures (Unaudited)](index=9&type=section&id=Reconciliations%20of%20GAAP%20to%20Non-GAAP%20Measures%20(Unaudited)) This section details reconciliations from GAAP to non-GAAP measures, including gross profit, R&D, SG&A, and Adjusted EBITDA, with adjustments for non-cash items [GAAP to Non-GAAP Reconciliations](index=9&type=section&id=GAAP%20to%20Non-GAAP%20Reconciliations) This section provides detailed reconciliations from GAAP to non-GAAP measures, including gross profit, R&D expense, SG&A expense, and Adjusted EBITDA, highlighting adjustments for non-cash inventory costs, stock-based compensation, and fair value changes GAAP to Non-GAAP Reconciliations (Three Months Ended June 30, 2025, in thousands) | Metric | GAAP (June 30, 2025) | Non-GAAP (June 30, 2025) | Adjustments | | :-------------------------------- | :------------------- | :--------------------- | :---------- | | Gross profit | $1,178 | $1,259 | $81 (Non-cash inventory) | | Gross margin | 59% | 64% | 5pp | | Research and development expense | $9,613 | $6,417 | $(3,196) (Stock-based comp) | | Selling, general and administrative | $12,992 | $8,622 | $(4,370) (Stock-based comp) | | Net loss | $(29,589) | $(12,933) (Adjusted EBITDA) | Various adjustments | - Adjusted EBITDA for Q2 2025 was **$(12.9) million**, a **16% improvement** from **$(15.4) million** in Q1 2025, after adjusting for stock-based compensation, fair value changes, non-cash inventory cost realignments, and other items[29](index=29&type=chunk)

Revenue and Sales Performance - Total revenue increased by 83% to $1.0 million for the three months ended March 31, 2025, compared to approximately $0.5 million for the same period in 2024[220]. - Hardware product sales accounted for the entire revenue of $1.0 million, offset by a $0.5 million decrease due to the end of a multi-year license and development contract[220]. - Revenue from the Asia Pacific region was $960,000, representing 95% of total revenue for Q1 2025, compared to $333,000 or 61% in Q1 2024[221]. - For the three months ended March 31, 2025, 100% of the revenue was derived from international operations, compared to 61% for the same period in 2024[252]. - For the three months ended March 31, 2025, one customer accounted for approximately 95% of total revenue, while two customers accounted for 100% of revenue in the same period in 2024[258]. Business Opportunities and Partnerships - The company has identified a potential $458 million in future business opportunities through near-term customer implementations[209]. - As of March 31, 2025, the company has initiated or is in progress with 40 proof-of-concept projects with potential customers[211]. - The company has established 34 partnerships with independent software and hardware vendors as of March 31, 2025[212]. - A total of 21 design wins have been confirmed with partners or customers as of March 31, 2025[213]. Mergers and Shareholder Information - The merger with BurTech Acquisition Corp was completed on January 13, 2025, with Legacy Blaize becoming a wholly owned subsidiary[198]. - Legacy Blaize shareholders were issued 87,314,968 shares of common stock upon the merger[199]. - The company has an earnout arrangement that includes up to 3,750,000 shares to be issued based on stock price thresholds ranging from $12.50 to $20.00 per share[210]. Expenses and Financial Performance - Cost of revenue for the three months ended March 31, 2025 increased by $21,000, or 7%, compared to the same period in 2024, primarily due to hardware sales[223]. - Research and development expenses rose by $9.0 million, or 220%, for the three months ended March 31, 2025, driven by personnel costs and new chip development[224]. - Selling, general and administrative expenses increased by $9.4 million, or 235%, for the three months ended March 31, 2025, mainly due to employee-related costs and professional services[225]. - Total operating expenses for the three months ended March 31, 2025 were $39.0 million, a significant increase of 349% compared to $8.7 million in 2024[222]. - Total other expense, net for the three months ended March 31, 2025 was $109.6 million, reflecting an increase of $101.1 million, or 1,198%, compared to the same period in 2024[230]. - Net loss for the three months ended March 31, 2025 was approximately $147.8 million, compared to a net loss of $16.7 million for the same period in 2024[233]. Cash Flow and Liquidity - Cash and cash equivalents as of March 31, 2025 were approximately $45.0 million, with an accumulated deficit of $577.0 million[235]. - Net cash used in operating activities was $15.9 million for the three months ended March 31, 2025, compared to $7.4 million in 2024[239]. - The company expects to raise additional financing to support revenue growth and operational needs, indicating potential future capital raises[236]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern[237]. Credit and Currency Risk - As of March 31, 2025, one customer accounted for approximately 95% of total accounts receivable, down from 98% as of December 31, 2024[257]. - The allowance for credit losses was $0.4 million as of March 31, 2025, and December 31, 2024[256]. - The company is primarily exposed to foreign currency exchange rate risk, particularly in the Indian rupee, British pound, and Philippine peso[253]. - The gain on foreign exchange transactions was not material for the three months ended March 31, 2025, and 2024[254]. - The company manages credit risk through ongoing evaluations of customers' financial conditions and establishes an allowance for credit losses based on various factors[256]. - The company’s reporting and functional currency is the U.S. dollar, which is affected by movements in foreign currencies[253]. - The company has a strategy to manage foreign currency risk by negotiating contracts to receive payments in the same currency used for expenses[252]. - The cash accounts in financial institutions may exceed the Federal Depository Insurance coverage of $250,000, exposing the company to credit risk[255].

[Executive Summary](index=1&type=section&id=Executive%20Summary) Blaize reported strong Q1 2025 financial results, exceeding revenue guidance, driven by significant customer traction and commercial momentum in smart infrastructure, defense, and mobility sectors [Company Introduction and Q1 2025 Overview](index=1&type=section&id=Company%20Introduction%20and%20Q1%202025%20Overview) Blaize, a leader in energy-efficient AI inference at the edge, announced strong Q1 2025 financial results, exceeding revenue guidance and demonstrating significant customer traction and commercial momentum across smart infrastructure, defense, and mobility sectors. The company is executing on mission-critical challenges globally - Blaize reported **strong customer traction and commercial momentum in Q1 2025** across smart infrastructure, defense, and mobility[2](index=2&type=chunk) - CEO Dinakar Munagala highlighted the deployment of real systems solving mission-critical challenges in perimeter defense, smart ports, and AI-powered city infrastructure, with **strong customer demand in the U.S., South Korea, and the Gulf region**[3](index=3&type=chunk) - Key achievements include converting pipeline into execution across key markets, selection by CBIST for South Korea's Chungbuk Digital Innovation Hub, finalizing purchase orders with Turbo Federal for defense, and **exceeding Q1 revenue guidance**[4](index=4&type=chunk) [Recent Business Announcements and Updates](index=2&type=section&id=Recent%20Business%20Announcements%20and%20Updates) Blaize is actively converting strategic engagements into revenue-generating opportunities by advancing from pilot programs to real deployments in key global markets. This includes leading a smart city AI deployment in South Korea, commercializing defense engagements with Turbo Federal, and deepening engagement with a Gulf region Ministry of Defense for mission-critical AI - Blaize was **selected by CBIST to lead the Chungbuk Digital Innovation Hub**, providing edge AI infrastructure for smart city deployment in South Korea's Chungcheongbuk-do province[5](index=5&type=chunk) - The collaboration with Turbo Federal for defense has progressed to the commercialization phase, with purchase orders for deploying Blaize-powered servers and AI Studio software for perimeter security and real-time inference[8](index=8&type=chunk) - Blaize is deepening engagement with a national Ministry of Defense in the Gulf Region, progressing through proof-of-concept and field qualification for trusted AI inference capabilities in situational awareness[8](index=8&type=chunk) - Blaize plans to announce a **new vertical AI solution platform in Q3 2025** to simplify and accelerate deployment for smart city, defense, and infrastructure customers, extending its edge AI leadership[7](index=7&type=chunk) [Financial Performance and Outlook](index=2&type=section&id=Financial%20Performance%20and%20Outlook) This section details Blaize's Q1 2025 financial performance, including revenue growth and increased net loss, alongside forward-looking guidance for Q2 and Fiscal Year 2025 [First Quarter 2025 Financial Highlights](index=2&type=section&id=First%20Quarter%202025%20Financial%20Highlights) Blaize reported significant revenue growth in Q1 2025, primarily driven by product shipments for smart city applications, while experiencing an increased net loss and Adjusted EBITDA loss due to non-recurring business combination expenses and investments in go-to-market strategy Q1 2025 Financial Metrics | Metric | Q1 2025 (in millions) | Q1 2024 (in millions) | YoY Change | | :----------------------- | :-------------------- | :-------------------- | :--------- | | Revenue | $1.0 | $0.549 | +83% | | Net Loss | $(147.8) | $(16.7) | -785% | | Adjusted EBITDA Loss | $(15.4) | $(7.5) | -105% | | Cash & Cash Equivalents (as of March 31, 2025) | $45.0 | N/A | N/A | - The **83% year-on-year revenue growth** was driven by product shipments for smart city applications, contrasting with Q1 2024 revenues from strategic consulting fees[6](index=6&type=chunk) - The increase in net loss was primarily due to non-recurring expenses and non-cash adjustments related to the business combination with BurTech Acquisition Corporation in January 2025[6](index=6&type=chunk) - The increase in Adjusted EBITDA loss was mainly due to investments in go-to-market and customer support strategy, software tools, and public company expenses[6](index=6&type=chunk) [Financial Outlook](index=4&type=section&id=Financial%20Outlook) Blaize provided forward-looking guidance for Q2 2025 and the full Fiscal Year 2025, projecting continued revenue growth and anticipated Adjusted EBITDA losses, along with estimates for stock-based compensation and weighted average shares outstanding Financial Guidance | Metric | Q2 2025 Guidance (in millions) | Fiscal Year 2025 Guidance (in millions) | | :------------------------ | :----------------------------- | :------------------------------------ | | Total Revenue | $1.5 - $1.7 | $19 - $50 | | Adj EBITDA Loss | $13 - $14 | $40 - $55 | | Stock Based Compensation | Approximately $10 | Approximately $35 | | Weighted Average Shares Outstanding | 90 | 99 | [Non-GAAP Financial Measures](index=5&type=section&id=Non-GAAP%20Financial%20Measures) This section defines Adjusted EBITDA as a non-GAAP financial measure, outlining its rationale and providing a detailed reconciliation from net loss [Definition and Rationale](index=5&type=section&id=Definition%20and%20Rationale) This section defines Adjusted EBITDA as a non-GAAP financial measure, explaining its components and why management uses it to assess underlying operating performance, despite its limitations compared to GAAP measures - **Adjusted EBITDA is a non-GAAP financial measure**, not considered a measure of financial performance or liquidity under GAAP[12](index=12&type=chunk) - Adjusted EBITDA is defined as EBITDA further adjusted for items not reflective of underlying operations, including stock-based compensation, non-recurring inventory cost realignments, and other non-recurring expenses. Net loss is the most directly comparable GAAP measure[13](index=13&type=chunk) - Management uses Adjusted EBITDA to assess operating results and believes it's an important supplemental measure for investors and analysts, but cautions that it may not be comparable to similarly titled metrics from other companies and should not be used in isolation[14](index=14&type=chunk) [Net Loss to Adjusted EBITDA Reconciliation](index=6&type=section&id=Net%20Loss%20to%20Adjusted%20EBITDA%20Reconciliation) This section provides a detailed reconciliation table, illustrating the adjustments made to Net Loss to arrive at Adjusted EBITDA for the quarters ended March 31, 2025, and March 31, 2024 Net Loss to Adjusted EBITDA Reconciliation Table | Dollars in Thousands | Quarter Ended March 31, 2025 | Quarter Ended March 31, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | | Net loss | (147,761) | (16,743) | | Depreciation and amortization | 191 | 253 | | Provision for income taxes | 162 | 162 | | Other expenses | 109,578 | 8,444 | | **EBITDA** | **(37,830)** | **(7,884)** | | Stock-based compensation | 11,040 | 337 | | Non-cash inventory cost realignment adjustments | (625) | (25) | | Other non-recurring expenses | 12,035 | 45 | | **Adjusted EBITDA** | **(15,380)** | **(7,527)** | - Other non-recurring expenses, primarily legal, accounting, and consulting fees related to the merger, were excluded to provide a more meaningful comparison of ongoing operating performance[16](index=16&type=chunk) [Condensed Consolidated Financial Statements](index=9&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents Blaize's condensed consolidated balance sheets, statements of operations, and cash flows for the relevant periods, reflecting the company's financial position and performance [Condensed Consolidated Balance Sheets](index=9&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet provides a snapshot of Blaize's financial position as of March 31, 2025, compared to December 31, 2024, detailing assets, liabilities, and stockholders' equity Condensed Consolidated Balance Sheets | (Amounts in thousands) | As of March 31, 2025 | As of December 31, 2024 | | :------------------------------------ | :------------------- | :---------------------- | | **Assets** | | | | Total current assets | $93,544 | $73,690 | | Total assets | $100,203 | $80,516 | | **Liabilities & Equity** | | | | Total current liabilities | $38,439 | $188,143 | | Total liabilities | $50,432 | $190,979 | | Total stockholders' equity (deficit) | $16,710 | $(110,463) | - Total assets increased from **$80.5 million at December 31, 2024, to $100.2 million at March 31, 2025**[23](index=23&type=chunk) - Total current liabilities significantly decreased from **$188.1 million to $38.4 million**, largely due to changes in warrant liabilities and convertible notes[23](index=23&type=chunk) - Stockholders' equity shifted from a deficit of **$(110.5) million to a positive $16.7 million**, reflecting the impact of the business combination and related financial adjustments[23](index=23&type=chunk) [Condensed Consolidated Statements of Operations](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statement of operations details Blaize's revenues, costs, and expenses, resulting in a net loss for the three months ended March 31, 2025, compared to the same period in 2024, highlighting significant increases in other expenses due to fair value changes Condensed Consolidated Statements of Operations | (Amounts in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Total revenue | $1,007 | $549 | | Total operating expenses | $39,028 | $8,686 | | Loss from operations | $(38,021) | $(8,137) | | Total other expense, net | $(109,578) | $(8,444) | | Net loss | $(147,761) | $(16,743) | | Net loss per share - basic and diluted | $(1.61) | $(1.23) | - Revenue increased by **83% year-over-year, from $549 thousand in Q1 2024 to $1,007 thousand in Q1 2025**, driven by hardware sales[25](index=25&type=chunk) - Net loss significantly widened from **$(16.7) million in Q1 2024 to $(147.8) million in Q1 2025**, primarily due to a substantial increase in "Total other expense, net," which included large changes in fair value of convertible notes and warrant liabilities[25](index=25&type=chunk) - Research and development expenses increased from **$4.1 million to $13.1 million**, and selling, general and administrative expenses increased from **$4.0 million to $13.4 million**, reflecting increased investments and public company costs[25](index=25&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statement shows a net cash outflow from operating activities in Q1 2025, an increase in cash used in investing activities, and a net cash inflow from financing activities, resulting in a net decrease in cash and cash equivalents for the period Condensed Consolidated Statements of Cash Flows | (Amounts in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(15,944) | $(7,363) | | Net cash used in investing activities | $(661) | $(177) | | Net cash provided by financing activities | $11,343 | $11,372 | | Net change in cash, cash equivalents and restricted cash | $(5,262) | $3,832 | | Cash, cash equivalents and restricted cash at end of period | $45,226 | $7,045 | - Net cash used in operating activities increased from **$(7.4) million in Q1 2024 to $(15.9) million in Q1 2025**[27](index=27&type=chunk) - Financing activities provided **$11.3 million in cash in Q1 2025**, primarily from the merger and PIPE financing, net of transaction costs[27](index=27&type=chunk) - Non-cash disclosures include the conversion of **$314.3 million of convertible notes to common stock** and net exercise of **$75.1 million of warrants for common stock**[27](index=27&type=chunk) [Company Information and Disclosures](index=4&type=section&id=Company%20Information%20and%20Disclosures) This section offers an overview of Blaize, including its core business, a cautionary statement regarding forward-looking information, and essential investor and media contact details [About Blaize](index=4&type=section&id=About%20Blaize) Blaize specializes in full-stack programmable processor architecture and low-code/no-code software platforms for energy-efficient AI processing at the edge and in data centers, delivering real-time insights with low power consumption - Blaize provides full-stack programmable processor architecture and low-code/no-code software for energy-efficient AI processing at the edge and in data centers[11](index=11&type=chunk) - Solutions deliver real-time insights and decision-making capabilities with low power consumption, high efficiency, minimal size, and low cost[11](index=11&type=chunk) - Headquartered in El Dorado Hills, CA, Blaize has **over 200 employees worldwide** with subsidiaries in India, UK, and UAE[11](index=11&type=chunk) [Cautionary Statement Regarding Forward-Looking Statements](index=6&type=section&id=Cautionary%20Statement%20Regarding%20Forward-Looking%20Statements) This section serves as a legal disclaimer, advising readers that the press release contains forward-looking statements subject to various risks and uncertainties that could cause actual results to differ materially from projections, and Blaize assumes no obligation to update these statements - The press release contains forward-looking statements based on current expectations and assumptions, subject to risks and uncertainties[17](index=17&type=chunk) - Numerous factors, including changes in business conditions, market dynamics, and the benefits of the business combination, could cause actual future events to differ materially[18](index=18&type=chunk) - Readers are cautioned not to place undue reliance on forward-looking statements, and Blaize assumes no obligation to update or revise them, except as required by law[18](index=18&type=chunk) [Investor and Media Contacts](index=8&type=section&id=Investor%20and%20Media%20Contacts) This section provides contact information for investors and media inquiries related to Blaize Holdings, Inc - Investors can contact ir@blaize.com[21](index=21&type=chunk) - Media inquiries can be directed to Leo Merle at info@blaize.com[21](index=21&type=chunk)

EXPLANATORY NOTE BurTech Acquisition Corporation completed a business combination with Blaize, Inc. on January 13, 2025, subsequently changing its name to Blaize Holdings, Inc. and making Legacy Blaize a wholly owned subsidiary - As of January 14, 2025, the company's common stock and public warrants began trading on Nasdaq under the symbols **'BZAI'** and **'BZAIW'**[9](index=9&type=chunk) - Historical financial information in this Annual Report does not reflect the consummation of the Business Combination, which occurred after the reporting period[12](index=12&type=chunk) CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The Annual Report contains forward-looking statements regarding business strategy, future revenues, market growth, capital requirements, product introductions, and expansion plans - The Annual Report contains forward-looking statements regarding business strategy, future revenues, market growth, capital requirements, product introductions, and expansion plans[14](index=14&type=chunk) - Investors are cautioned that forward-looking statements are based on current information, beliefs, and assumptions, and actual outcomes may differ materially due to known and unknown risks and factors beyond the company's control[15](index=15&type=chunk) - Key risks include changes in business conditions, failure to obtain expected benefits from the Business Combination, inability to meet listing standards, competition, regulatory changes, and intellectual property enforceability[16](index=16&type=chunk) PART I [Item 1. Business](index=5&type=section&id=Item%201.%20Business%2E) Blaize Holdings, Inc. provides AI-enabled edge computing solutions, integrating software and silicon for optimized AI processing in automotive and industrial sectors - Blaize provides purpose-built, transformative AI-enabled edge computing solutions uniting software and silicon to optimize AI from edge to data centers[19](index=19&type=chunk) - The company's solutions deliver real-time insights with **low power consumption**, **high efficiency**, and **low cost**, primarily for vision analytics applications[19](index=19&type=chunk)[20](index=20&type=chunk) - Blaize's proprietary Graph Streaming Processor (GSP) architecture offers **high-performance AI inference** with industry-leading efficiency for computer vision and machine learning[21](index=21&type=chunk)[39](index=39&type=chunk) - The company targets high-impact AI verticals including short-cycle industrial (retail, defense, healthcare) and long-cycle automotive (L2/L2+ and L4+ ADAS solutions)[32](index=32&type=chunk)[33](index=33&type=chunk)[35](index=35&type=chunk) - Blaize's strategy includes expanding its ecosystem of hardware and software partners, growing its customer base, enhancing its AI Studio platform, and incorporating AI trends into next-generation SoC designs[50](index=50&type=chunk)[51](index=51&type=chunk) - The company holds **39 issued patents** and **17 pending patent applications** as of December 31, 2024, primarily related to AI and parallel processing architecture[64](index=64&type=chunk) - As of December 31, 2024, Blaize employed approximately **232 people globally**, with **166 hardware and software engineers**, and plans to significantly expand engineering teams[67](index=67&type=chunk) [Item 1A. Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors%2E) The company faces significant risks including operating losses, going concern doubt, supply chain dependencies, and intense competition [Risk Factors Summary](index=11&type=section&id=Risk%20Factors%20Summary) - The company has a history of operating losses, and its independent registered public accounting firm expresses substantial doubt about its ability to continue as a going concern[73](index=73&type=chunk) - Future revenue and operating results are at risk if the company cannot acquire new customers, retain existing ones, or expand sales, and its growth strategy may not be successfully implemented[73](index=73&type=chunk) - Dependence on timely supply from limited third-party manufacturers (e.g., Samsung Foundry, Plexus) and long, unpredictable sales cycles with large enterprise customers pose significant operational risks[73](index=73&type=chunk) - Risks related to human capital, cybersecurity, data privacy, and the evolving regulatory landscape for AI technologies could adversely affect operations and financial condition[73](index=73&type=chunk) [Risks Related to our Business and Industry](index=13&type=section&id=Risks%20Related%20to%20our%20Business%20and%20Industry) Operating Losses and Cash Usage (2023-2024) | Metric | Year Ended Dec 31, 2024 (USD) | Year Ended Dec 31, 2023 (USD) | | :-------------------------------- | :---------------------- | :---------------------- | | Operating Losses | $47.6 million | $38.5 million | | Cash Used in Operating Activities | $53.5 million | $28.0 million | | Accumulated Deficit (as of Dec 31, 2024) | $429.3 million | N/A | - The company's ability to continue as a going concern is dependent on revenue growth and managing spending, with no assurance of additional financing on acceptable terms[80](index=80&type=chunk) - Automotive partnerships are long-term, with firm purchase order commitments contingent on delivering auto-grade chips, requiring significant capital investment in automotive-grade chip development[81](index=81&type=chunk)[83](index=83&type=chunk) - Reliance on third-party manufacturers (e.g., Samsung Foundry, Plexus) for semiconductor production exposes the company to supply chain disruptions, delays, increased costs, and quality issues[98](index=98&type=chunk)[100](index=100&type=chunk) - The company faces intense competition from well-established companies with greater resources and broader product lines, potentially leading to pricing pressure and loss of market share[113](index=113&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - Rapid technological changes, evolving industry standards, and customer needs in edge computing and AI require continuous, expensive, and complex innovation with no guarantee of timely market acceptance[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) - The evolving regulatory framework for AI and machine learning technologies, including new laws (e.g., U.S. Executive Orders, Colorado AI Act), may affect operations, increase compliance costs, and expose the company to liabilities[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk) - The company's intellectual property, including **39 patents** and **17 pending applications**, is crucial for success, but protection may be inadequate and enforcement costly and time-consuming[63](index=63&type=chunk)[64](index=64&type=chunk)[160](index=160&type=chunk)[164](index=164&type=chunk) - The company is subject to U.S. and international laws regarding data privacy, export controls, sanctions, and anti-corruption, with non-compliance potentially leading to significant fines, penalties, and reputational harm[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk)[171](index=171&type=chunk)[173](index=173&type=chunk)[179](index=179&type=chunk)[182](index=182&type=chunk) [Risks Related to Being a Public Company](index=32&type=section&id=Risks%20Related%20to%20Being%20a%20Public%20Company) - The market price of the company's common stock is and could remain highly volatile, potentially leading to loss of investment regardless of operating performance[191](index=191&type=chunk)[192](index=192&type=chunk) - The company's ability to raise future capital may be limited or unavailable on acceptable terms, and failure to raise capital could harm its business and financial condition[195](index=195&type=chunk)[196](index=196&type=chunk) - Compliance with public company requirements (Exchange Act, Sarbanes-Oxley Act, Nasdaq) will strain resources, increase costs, and require significant management attention, with management having limited prior public company experience[197](index=197&type=chunk)[198](index=198&type=chunk) - Provisions in Delaware law and the company's certificate of incorporation and bylaws may deter third parties from acquiring the company and diminish the value of its common stock[199](index=199&type=chunk)[201](index=201&type=chunk) - As an 'emerging growth company' and 'smaller reporting company', the company takes advantage of certain disclosure exemptions, which could make its securities less attractive to investors[202](index=202&type=chunk)[205](index=205&type=chunk) - Failure to timely and effectively implement internal controls required by Section 404(a) of the Sarbanes-Oxley Act could negatively impact the business, investor confidence, and stock price[206](index=206&type=chunk) [Item 1B. Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments%2E) The company has no unresolved staff comments from the SEC - There are no unresolved staff comments[207](index=207&type=chunk) [Item 1C. Cybersecurity](index=35&type=section&id=Item%201C.%20Cybersecurity%2E) Blaize implements cybersecurity infrastructure and policies, overseen by the Board and Audit Committee, to manage threats [Risk Management and Strategy](index=35&type=section&id=Risk%20Management%20and%20Strategy) - Blaize has infrastructure, systems, policies, and procedures to proactively and reactively address cybersecurity incidents, following **ISO 27001** and **NCSF** frameworks[208](index=208&type=chunk) - Cybersecurity risk management is integrated into overall risk management, with policies and training designed to prevent, detect, respond to,

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].