Revenue and Sales - Total revenue for the year ended December 31, 2025, increased to $38.6 million, up from $1.6 million in 2024, primarily driven by hardware sales [262]. - Revenue from China accounted for $35.2 million, representing 91.1% of total revenue for 2025, while revenue from the United States was $3.3 million [263]. - A strategic partnership with Starshine Computing Power Technology Limited aims to generate a minimum of $120 million in revenue over 18 months, with an initial purchase order of $10.4 million received [254]. Expenses - Cost of revenue increased by $31.9 million to $32.4 million in 2025, compared to $0.6 million in 2024, mainly due to hardware purchases from third-party vendors [274]. - Research and development (R&D) expenses rose by $17.4 million, or 69.5%, to $42.5 million in 2025, driven by higher stock-based compensation and acquisition of third-party intellectual property [275]. - Selling, general and administrative (SG&A) expenses increased by $31.3 million, or 140.7%, to $53.5 million in 2025, largely due to stock-based compensation expenses [277]. Financial Performance - The net loss for the year ended December 31, 2025, was $206.9 million, an increase of 238.1% compared to a net loss of $61.2 million in 2024 [284]. - EBITDA for 2025 was $(207.2) million, reflecting a decrease of 228.1% from $(63.2) million in 2024 [284]. - Adjusted EBITDA for 2025 was $(50.5) million, which is an 18.2% decline from $(42.7) million in 2024 [284]. - Total other expense, net, for the year ended December 31, 2025, was $(102.8) million, compared to $(14.5) million in 2024, reflecting significant changes in fair value of convertible notes and warrants [278]. Cash Flow and Financing - Cash used in operating activities increased to $73.8 million in 2025 from $53.5 million in 2024, primarily due to a $145.7 million increase in net loss [298]. - Net cash provided by financing activities in 2025 was $70.1 million, including $33.2 million from the Committed Equity Facility [300]. - The company completed a private placement resulting in gross proceeds of approximately $30 million from the sale of 9,375,000 shares at $3.20 per share [255]. - The company issued a total of 8,493,674 shares under the Committed Equity Facility for net proceeds of $33.2 million during 2025 [292]. - As of December 31, 2025, the company had cash and cash equivalents of $45.8 million and approximately $16.6 million available to draw on the Committed Equity Facility [304]. Going Concern and Compliance - The company raised substantial doubt about its ability to continue as a going concern due to ongoing cash requirements exceeding available financing [286]. - The company is classified as an emerging growth company (EGC) under the JOBS Act, allowing it to delay compliance with new accounting standards until it no longer qualifies as an EGC or opts out of the transition period [305]. - The company has elected to utilize smaller reporting company (SRC) status, as its annual revenues are less than $100 million and public float is below $700 million [308]. - The company is currently a non-accelerated filer, which means it is not required to provide an auditor's attestation report on internal controls over financial reporting [309]. - The company’s total annual gross revenue must reach at least $1.235 billion or have a public float of at least $700 million to lose EGC status [307]. Accounting and Valuation - Revenue recognition follows ASC 606, requiring significant estimates and assumptions regarding contracts with customers and performance obligations [317]. - The company’s customer base is highly concentrated, which increases the uncertainty in estimating expected credit losses on trade receivables [322]. - The net realizable value (NRV) of inventory is determined using the first-in, first-out method, and management regularly reviews inventory against forecasted demand [325]. - The company evaluates complex financial instruments to determine their classification as liabilities or equity, which involves significant judgment [329]. - The fair value of financial instruments, including earnout shares and stock options, is determined using models such as Monte Carlo simulation and Black-Scholes [333]. - The company is not required to provide quantitative and qualitative disclosures about market risk due to its status as a smaller reporting company [340]. Business Development - The company initiated 25 proof-of-concept projects with potential customers as of December 31, 2025 [257]. - The company confirmed 20 design wins with partners or customers as of December 31, 2025 [259].

Exhibit 99.1 Blaize Announces Fourth Quarter and Full-Year 2025 Financial Results El Dorado Hills, Calif. – March 24, 2026 — Blaize Holdings, Inc. (NASDAQ: BZAI, NASDAQ: BZAIW) ("Blaize," the "Company," "we," "us," and "our"), a leader in programmable, energy-efficient edge AI computing, today announced financial results for the fourth quarter and full year ended December 31, 2025, reflecting strong execution as AI infrastructure increasingly centers on inference-driven systems, enabled by efficiency-focuse ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blaize Holdings, Inc. (Exact name of registrant as specified in its charter) Table of Contents As filed with the Securities and Exchange Commission on November 28, 2025 Registration No. 333- (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3674 86-2708752 (I.R.S. Employer Identification No.) 46 ...

Revenue Growth - For the three months ended September 30, 2025, 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, 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]. - The company expects growth to continue in both Asia Pacific and North America, with revenue concentrated among a small number of customers[236]. Cost of Revenue - Cost of revenue for the three months ended September 30, 2025, increased by $9.6 million, or 2,020%, to $10.1 million, compared to $0.5 million for the same period in 2024[243]. - Cost of revenue for the nine months ended September 30, 2025, increased by $10.2 million, or 980%, to $11.2 million, compared to $1.0 million for the same period in 2024[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%, to $32.4 million 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 in 2024[247]. - SG&A expenses for the nine months ended September 30, 2025, rose by $25.7 million, or 177%, reaching $40.2 million from $14.5 million in 2024[248]. Net Loss and Cash Flow - The company reported a net loss of $26.3 million for the three months ended September 30, 2025, compared to a net loss of $25.6 million in 2024, representing a 3% increase[255]. - Adjusted EBITDA for the nine months ended September 30, 2025, was $(39.4) million, compared to $(28.6) million in 2024, reflecting a 38% increase in losses[255]. - Net 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]. - Net cash used in operating activities increased to $57.3 million for the nine months ended September 30, 2025, from $35.8 million in the same period of 2024, primarily due to a $149.1 million increase in net loss[270]. Financing Activities - Net 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]. - The company raised net proceeds of $20.0 million from the sale of 5,673,734 shares under the Committed Equity Facility as of September 30, 2025[265]. - Net cash provided by financing activities was $31.8 million for the nine months ended September 30, 2025, down from $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]. Stock and Equity - As of September 30, 2025, the company had commitments to issue 29,318,739 shares of common stock under stock option awards[260]. - As of September 30, 2025, the company had cash and cash equivalents of $24.0 million and $30.0 million available to draw on the Committed Equity Facility[274]. Tax and Accounting - The deferred tax asset balance is subject to a full valuation allowance, with management's projections of future taxable income being a significant factor in determining the need for this allowance[287]. - Revenue recognition follows ASC 606, requiring significant estimates and assumptions regarding contracts with customers and performance obligations[289]. - The valuation of financial instruments, including the Committed Equity Facility and earnout shares, involves complex models such as Monte Carlo simulations and the Black-Scholes option pricing model[298][300]. Strategic 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]. - The company is evaluating strategies to mitigate the impact of new tariffs on its supply chain and costs, including exploring alternative sourcing and implementing price increases[223]. Company Classification - 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 due to annual revenues being less than $100.0 million and public float being less than $700.0 million[278].

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 El Dorado Hills, Calif. – November 11, 2025 — Blaize Holdings, Inc. (NASDAQ: BZAI, NASDAQ: BZAIW) ("Blaize" or the "Company"), a leader in programmable, energy-efficient edge AI computing, today announced that it has entered into a securities pur ...

[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)) This section presents the unaudited condensed consolidated financial statements and accompanying notes for the periods ended June 30, 2025 and 2024 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets detail the company's assets, liabilities, and stockholders' deficit as of June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets (Amounts in thousands) | Metric | As of June 30, 2025 | As of December 31, 2024 | | :-------------------------------- | :------------------- | :---------------------- | | **Assets** | | | | Cash and cash equivalents | $28,588 | $50,237 | | Total current assets | $47,413 | $73,690 | | Total assets | $53,828 | $80,516 | | **Liabilities and Stockholders' Deficit** | | | | Accounts payable | $16,533 | $7,904 | | Total current liabilities | $39,612 | $188,143 | | Total liabilities | $58,638 | $190,979 | | Total stockholders' deficit | $(4,810) | $(110,463) | | Total liabilities and stockholders' deficit | $53,828 | $80,516 | - Total assets decreased from **$80.5 million** at December 31, 2024, to **$53.8 million** at June 30, 2025, primarily driven by a reduction in cash and cash equivalents and prepaid expenses[15](index=15&type=chunk) - Total liabilities significantly decreased from **$191.0 million** at December 31, 2024, to **$58.6 million** at June 30, 2025, largely due to the conversion of warrant liabilities and convertible notes into common stock following the Merger[15](index=15&type=chunk) - Stockholders' deficit improved from **$(110.5) million** at December 31, 2024, to **$(4.8) million** at June 30, 2025, primarily due to the conversion of convertible notes and warrants into common stock and additional paid-in capital from the Merger and PIPE financing, despite an accumulated deficit[15](index=15&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations outline the company's revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations (Amounts in thousands, except per share) | Metric | 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) | - Total revenue increased significantly by **789%** for the three months ended June 30, 2025, to **$2.0 million** (from $0.2 million in 2024), and by **287%** for the six months ended June 30, 2025, to **$3.0 million** (from $0.8 million in 2024), driven by increases in hardware and software revenue[17](index=17&type=chunk)[221](index=221&type=chunk) - Net loss increased to **$(29.6) million** for the three months ended June 30, 2025, from $(12.2) million in 2024, and to **$(177.4) million** for the six months ended June 30, 2025, from $(28.9) million in 2024[17](index=17&type=chunk)[236](index=236&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) These statements detail the changes in stockholders' deficit, reflecting the impact of the Merger, financing activities, and net loss - The total stockholders' deficit improved from **$(110.5) million** at December 31, 2024, to **$(4.8) million** at June 30, 2025, largely due to the conversion of convertible notes and warrants into common stock, and additional paid-in capital from the Merger and PIPE financing, which offset the net loss incurred[19](index=19&type=chunk)[22](index=22&type=chunk) - Additional paid-in capital increased significantly from **$318.8 million** at December 31, 2024, to **$610.3 million** at June 30, 2025, reflecting the impact of the Merger and related financing activities[19](index=19&type=chunk)[22](index=22&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statements summarize cash movements from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (Amounts 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 | - Net cash used in operating activities increased to **$32.4 million** for the six months ended June 30, 2025, from $21.6 million in 2024, primarily due to a higher net loss, partially offset by non-cash adjustments and changes in operating assets and liabilities[24](index=24&type=chunk)[247](index=247&type=chunk) - Net cash provided by financing activities decreased significantly to **$11.4 million** in 2025 from $105.9 million in 2024, with the 2025 figure including proceeds from the Merger and PIPE financing offset by deferred offering costs[24](index=24&type=chunk)[249](index=249&type=chunk) [Notes to the Condensed Consolidated Financial Statements (unaudited)](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) These notes provide detailed explanations of the company's accounting policies and financial statement line items [Note 1. Organization and Description of Business](index=10&type=section&id=Note%201.%20Organization%20and%20Description%20of%20Business) This note describes the company's business, the recent Merger, its status as an emerging growth company, and going concern considerations - Blaize Holdings, Inc designs and develops low-power, high-efficiency, programmable AI edge computing hardware and software for various markets[26](index=26&type=chunk) - The company consummated a **Merger and reverse recapitalization** on January 13, 2025, with BurTech Acquisition Corp, and now trades on Nasdaq under 'BZAI' and 'BZAIW'[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - The company is an emerging growth company (EGC) and has elected to use the extended transition period for new accounting standards[33](index=33&type=chunk)[34](index=34&type=chunk) - Management has determined that the company's liquidity condition raises **substantial doubt** about its ability to continue as a going concern[36](index=36&type=chunk)[37](index=37&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) This note outlines the basis of presentation, use of estimates, and key accounting policies for revenue, cash, and the Merger - The financial statements are prepared in accordance with U.S. GAAP, requiring management to make estimates affecting reported amounts[39](index=39&type=chunk)[40](index=40&type=chunk) - Cash and cash equivalents include highly liquid investments, with **$23.3 million** in mutual funds as of June 30, 2025[41](index=41&type=chunk)[43](index=43&type=chunk) - The Merger was accounted for as a **reverse recapitalization**, with Legacy Blaize treated as the accounting acquirer[31](index=31&type=chunk) - Revenue is recognized under ASC 606, with hardware revenue recognized at a point in time and services revenue recognized over time[61](index=61&type=chunk)[66](index=66&type=chunk)[69](index=69&type=chunk) [Note 3. Merger and Reverse Recapitalization](index=20&type=section&id=Note%203.%20Merger%20and%20Reverse%20Recapitalization) This note details the structure of the Merger, the conversion of pre-merger securities, and the issuance of Earnout Shares - The Merger was consummated on January 13, 2025, treated as a reverse recapitalization where Legacy Blaize acquired BurTech[94](index=94&type=chunk)[95](index=95&type=chunk) - Immediately prior to the Merger, all outstanding convertible notes, redeemable convertible preferred stock, and warrants were converted into common stock[96](index=96&type=chunk) - Legacy Blaize shareholders are entitled to up to **15,000,000 Earnout Shares** in four tranches, contingent on stock price thresholds[53](index=53&type=chunk)[104](index=104&type=chunk)[109](index=109&type=chunk) Common Stock Outstanding Immediately After Merger | Item | Shares | | :------------------------------------------ | :------------- | | BurTech Class A common stock (post-adjustments) | 9,879,452 | | PIPE shares | 1,529,500 | | BurTech Class B common stock | 5 | | Legacy Blaize shares (post-conversion) | 87,314,968 | | Issuance of common stock to advisors | 94,949 | | **Total Common Stock immediately after the Merger** | **98,818,874** | [Note 4. Revenue](index=24&type=section&id=Note%204.%20Revenue) This note provides a disaggregation of revenue by customer geographical region and recognition method Revenue by Customer Geographical Region (Amounts in thousands) | Region | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | North America | $1,974 (100%) | $221 (99%) | $1,974 (66%) | $436 (56%) | | Asia Pacific | $6 (0%) | $0 (0%) | $966 (32%) | $333 (43%) | | Others | $2 (0%) | $2 (1%) | $49 (2%) | $3 (1%) | | **Total revenue** | **$1,982 (100%)** | **$223 (100%)** | **$2,989 (100%)** | **$772 (100%)** | Revenue by Recognition Method (Amounts in thousands) | Method | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Recognized at a point in time | $1,982 | $2 | $2,989 | $336 | | Recognized over time | $0 | $221 | $0 | $436 | | **Total revenue** | **$1,982** | **$223** | **$2,989** | **$772** | - Revenue recognized at a point in time (primarily hardware sales) significantly increased in 2025, while revenue recognized over time (engineering services) decreased[108](index=108&type=chunk)[221](index=221&type=chunk) [Note 5. Fair Value Measurements](index=25&type=section&id=Note%205.%20Fair%20Value%20Measurements) This note presents the fair value hierarchy for financial assets and liabilities measured at fair value on a recurring basis Fair Value Measurements of Financial Assets and Liabilities (Amounts in thousands) - As of June 30, 2025 | Metric | Level 1 | Level 2 | Level 3 | Total | | :-------------------------------- | :------ | :------ | :------ | :------ | | **Assets:** | | | | | | Mutual funds | $23,310 | $— | $— | $23,310 | | U.S. Government money market funds | $40 | $— | $— | $40 | | **Total assets, measured at fair value** | **$23,350** | **$—** | **$—** | **$23,350** | | **Liabilities:** | | | | | | Unissued common stock liability | $2,340 | $— | $— | $2,340 | | Earnout share liabilities | $— | $— | $16,764 | $16,764 | | **Total liabilities, measured at fair value** | **$2,340** | **$—** | **$16,764** | **$19,104** | Fair Value Measurements of Financial Assets and Liabilities (Amounts in thousands) - As of December 31, 2024 | Metric | Level 1 | Level 2 | Level 3 | Total | | :-------------------------------- | :------ | :------ | :------ | :------ | | **Assets:** | | | | | | U.S. Government treasury securities | $30,580 | $— | $— | $30,580 | | U.S. Government money market funds | $9,247 | $— | $— | $9,247 | | Mutual funds | $5,067 | $— | $— | $5,067 | | **Total assets, measured at fair value** | **$44,894** | **$—** | **$—** | **$44,894** | | **Liabilities:** | | | | | | 2023 convertible notes | $— | $— | $132,687 | $132,687 | | Pay-to-Play convertible notes | $— | $— | $15,942 | $15,942 | | Warrant liabilities | $— | $— | $14,711 | $14,711 | | **Total liabilities, measured at fair value** | **$—** | **$—** | **$163,340** | **$163,340** | - Level 3 liabilities, primarily earnout share liabilities, totaled **$16.8 million** as of June 30, 2025, while prior period Level 3 liabilities were converted into common stock[111](index=111&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) [Note 6. Inventories](index=26&type=section&id=Note%206.%20Inventories) This note details the components of the company's inventories, which are stated at the lower of cost or net realizable value 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** | - Total inventories decreased slightly from **$8.6 million** at December 31, 2024, to **$8.2 million** at June 30, 2025[116](index=116&type=chunk) [Note 7. Income Taxes](index=26&type=section&id=Note%207.%20Income%20Taxes) This note discusses the provision for income taxes, the effective tax rate, and the impact of recent tax legislation - The company recorded a provision for income taxes of **$0.2 million** for the six months ended June 30, 2025, with an effective tax rate of approximately **(0.1)%**[118](index=118&type=chunk) - The effective income tax rates differ from the U.S. federal statutory rate of 21.0% primarily due to the **valuation allowance**[118](index=118&type=chunk) - The company is evaluating the impact of the One Big Beautiful Bill Act (OBBBA), signed on July 4, 2025, on its financial statements[119](index=119&type=chunk) [Note 8. Convertible Notes and Demand Notes](index=27&type=section&id=Note%208.%20Convertible%20Notes%20and%20Demand%20Notes) This note describes the terms and conversion of pre-Merger convertible notes and details outstanding demand notes - Prior to the Merger, the company had Pay-to-Play (P2P) Convertible Notes and 2023 Convertible Notes outstanding, measured at fair value[122](index=122&type=chunk)[130](index=130&type=chunk) - Upon the consummation of the Merger on January 13, 2025, all outstanding convertible notes were **converted into shares of common stock**[125](index=125&type=chunk)[132](index=132&type=chunk) - As of June 30, 2025, the company had an outstanding Working Capital Loan of **$1.5 million** and advances from a related party totaling **$2.9 million**[133](index=133&type=chunk)[134](index=134&type=chunk) [Note 9. Warrants](index=28&type=section&id=Note%209.%20Warrants) This note details the conversion of pre-Merger warrants and the terms of warrants outstanding post-Merger - Prior to the Merger, Legacy Blaize had warrant liabilities that were converted into common stock upon the Merger[136](index=136&type=chunk)[140](index=140&type=chunk) - Upon the Merger, BurTech's public and private warrants became warrants of Blaize, entitling holders to purchase common stock 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[144](index=144&type=chunk) [Note 10. Leases](index=30&type=section&id=Note%2010.%20Leases) This note provides information on the company's operating lease obligations for its office facilities - The company's lease obligations primarily consist of operating leases for headquarters and office facilities[146](index=146&type=chunk) Net Lease Cost (Amounts in thousands) | Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating | $206 | $140 | $406 | $344 | | Short-term | $5 | $10 | $10 | $20 | | **Total** | **$211** | **$150** | **$416** | **$364** | - As of June 30, 2025, the weighted average remaining lease term for operating leases was **3.0 years**, with a weighted average discount rate of **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) This note describes the company's redeemable convertible preferred stock, which was converted into common stock upon the Merger - Prior to the Merger, the company had various series of redeemable convertible preferred stock, classified as mezzanine equity[152](index=152&type=chunk) - Upon the consummation of the Merger, all outstanding redeemable convertible preferred stock was **converted into shares of common stock**[56](index=56&type=chunk)[153](index=153&type=chunk) [Note 12. Common Stock](index=32&type=section&id=Note%2012.%20Common%20Stock) This note details the authorized, issued, and outstanding shares of common stock and shares reserved for future issuance - As of June 30, 2025, the company had **600,000,000 shares** of common stock authorized and **98,881,933 shares** issued and outstanding[154](index=154&type=chunk) Common Stock Reserved for Issuance | Item | As of June 30, 2025 | As of December 31, 2024 | | :------------------------------------ | :------------------ | :---------------------- | | Public warrants | 28,750,000 | — | | Private warrants | 898,250 | — | | Common stock warrants | 50,000 | — | | Earnout shares | 17,600,000 | — | | Unissued shares of common stock | 769,231 | — | | Incentive stock options and restricted stock units | 39,959,756 | 31,991,752 | | Equity awards available for future issuance | 25,199,024 | 1,736,686 | | **Total common stock reserved for issuance** | **113,226,261** | **33,728,438** | [Note 13. Stock-Based Compensation](index=33&type=section&id=Note%2013.%20Stock-Based%20Compensation) This note outlines the stock-based compensation expense recognized and details of the company's equity incentive plans Stock-Based Compensation Expense (Amounts in thousands) | Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Research and development | $3,196 | $170 | $9,171 | $350 | | Selling, general and administrative | $4,370 | $176 | $9,435 | $333 | | **Total** | **$7,566** | **$346** | **$18,606** | **$683** | - Total stock-based compensation expense significantly increased to **$18.6 million** for the six months ended June 30, 2025, largely due to the 2025 Incentive Award Plan and the vesting of RSUs upon the Merger[157](index=157&type=chunk)[158](index=158&type=chunk)[168](index=168&type=chunk) - As of June 30, 2025, there was approximately **$16.2 million** of unrecognized compensation cost for stock options and **$22.2 million** for RSUs[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) This note discloses the company's purchase commitments, legal proceedings, and advisor agreements - As of June 30, 2025, the company had outstanding purchase commitments of approximately **$2.0 million** for inventory[172](index=172&type=chunk) - The company is involved in a lawsuit with Jefferies seeking **$3.5 million** in fees and has recorded estimated liabilities of **$4.95 million**[175](index=175&type=chunk)[176](index=176&type=chunk) - The company has various advisor agreements, including one for capital market services with an advisory fee of **$0.8 million**[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) This note details transactions and agreements with related parties, including affiliates of Burkhan - On June 30, 2025, the company entered into a Sales Partner Referral Agreement with Burkhan LLC, with an initial approved customer expected to purchase up to **$56.5 million** of products through 2026[180](index=180&type=chunk)[181](index=181&type=chunk) - During the six months ended June 30, 2025, the company recognized **$1.6 million** in revenue from sales to an affiliate of Burkhan[182](index=182&type=chunk) - As of June 30, 2025, **$1.8 million** in accounts receivable was due from an affiliate of Burkhan, and loans from a related party totaled **$4.4 million**[183](index=183&type=chunk)[188](index=188&type=chunk) [Note 16. Segment Reporting](index=39&type=section&id=Note%2016.%20Segment%20Reporting) This note explains that the company operates as a single reportable segment and provides a reconciliation of net loss to Adjusted EBITDA - The company operates as a **single reportable segment**, with the CEO acting as the Chief Operating Decision Maker (CODM)[189](index=189&type=chunk) Adjusted EBITDA (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(29,589) | $(12,153) | $(177,350) | $(28,896) | | EBITDA | $(29,408) | $(12,471) | $(177,215) | $(28,570) | | Stock-based compensation | $7,566 | $346 | $18,606 | $683 | | Fair value changes and financing charges | $7,557 | $1,476 | $117,087 | $9,642 | | Other adjustments | $1,271 | $89 | $13,753 | $183 | | **Adjusted EBITDA** | **$(12,933)** | **$(10,560)** | **$(28,313)** | **$(18,087)** | - Adjusted EBITDA for the six months ended June 30, 2025, was **$(28.3) million**, an increase in loss of **57%** compared to $(18.1) million in 2024[190](index=190&type=chunk)[239](index=239&type=chunk) [Note 17. Net Loss Per Share](index=40&type=section&id=Note%2017.%20Net%20Loss%20Per%20Share) This note presents the calculation of basic and diluted net loss per share Net Loss Per Share (Amounts in thousands, except per share) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(29,589) | $(12,153) | $(177,350) | $(28,896) | | Weighted average shares outstanding | 104,588,373 | 13,623,106 | 98,374,632 | 13,618,188 | | **Net loss per share - basic and diluted** | **$(0.28)** | **$(0.89)** | **$(1.80)** | **$(2.12)** | - Net loss per share for the three months ended June 30, 2025, was **$(0.28)**, an improvement from $(0.89) in 2024 due to a significant increase in weighted average shares outstanding post-Merger[192](index=192&type=chunk)[193](index=193&type=chunk) - Potentially dilutive securities were excluded from diluted EPS calculation as their effect was **anti-dilutive**[194](index=194&type=chunk) [Note 18. Employee Benefit Plan](index=41&type=section&id=Note%2018.%20Employee%20Benefit%20Plan) This note describes the company's retirement and benefit plans for employees in the US, UK, and India - The company offers a 401(k) plan in the US and a defined contribution pension scheme in the UK, with contributions totaling **$0.3 million** for the six months ended June 30, 2025[195](index=195&type=chunk) - In India, the company provides a long-term defined benefits plan with liability determined by actuarial valuation[196](index=196&type=chunk) [Note 19. Subsequent Events](index=41&type=section&id=Note%2019.%20Subsequent%20Events) This note discloses significant events that occurred after the balance sheet date but before the financial statements were issued - On July 14, 2025, the company entered into a Common Stock Purchase Agreement with B. Riley, granting the right to sell up to **$50 million** of common stock[198](index=198&type=chunk) - On July 16, 2025, the company formed a Strategic Cooperation Agreement with Starshine, targeting a minimum of **$120 million** in revenue over the first 18 months[199](index=199&type=chunk)[204](index=204&type=chunk) - On July 10, 2025, the company received **$0.5 million** of funds previously held in escrow[197](index=197&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 discusses the company's financial condition, operational results, recent developments, liquidity, and key business metrics [Overview](index=43&type=section&id=Overview) The company provides transformative AI-enabled edge computing solutions by integrating proprietary software and silicon - Blaize is a provider of purpose-built, transformative AI-enabled edge computing solutions, integrating software and silicon[201](index=201&type=chunk) - The company offers a full-stack programmable processor architecture and a low-code/no-code software platform for AI processing[201](index=201&type=chunk)[202](index=202&type=chunk) [Recent Developments](index=43&type=section&id=Recent%20Developments) The company has recently secured strategic cooperation agreements, a committed equity facility, and a sales partner referral agreement - On July 16, 2025, Blaize entered into a Strategic Cooperation Agreement with Starshine, aiming to generate a minimum of **$120 million** in revenue over 18 months[199](index=199&type=chunk)[204](index=204&type=chunk) - On July 14, 2025, the company secured a Committed Equity Facility, allowing it to sell up to **$50 million** of common stock[198](index=198&type=chunk)[205](index=205&type=chunk) - On June 30, 2025, Blaize signed a Sales Partner Referral Agreement with Burkhan LLC, with an initial customer expected to purchase up to **$56.5 million** of products[180](index=180&type=chunk)[181](index=181&type=chunk)[206](index=206&type=chunk)[209](index=209&type=chunk) [Key Business Metrics](index=45&type=section&id=Key%20Business%20Metrics) Management tracks Proof-of-Concept initiatives, partner integrations, and design wins to monitor business progress - As of June 30, 2025, Blaize had **49 Proof-of-Concept (POC)** initiatives in progress with potential customers or partners[211](index=211&type=chunk) - The company has **36 Partners** (independent software/hardware vendors) integrating Blaize products and services into their offerings[212](index=212&type=chunk) - Blaize has achieved **25 Design Wins**, indicating that partners or customers have selected Blaize's offerings for their products[213](index=213&type=chunk) [Components of Results of Operations](index=45&type=section&id=Components%20of%20Results%20of%20Operations) This section describes the primary components of the company's revenue and expenses - Revenue is derived from engineering services, hardware sales (semiconductor products), and software sales[214](index=214&type=chunk)[216](index=216&type=chunk) - Cost of revenue primarily includes semiconductor costs, board and device costs, and indirect costs like inventory reserves[214](index=214&type=chunk) - Research and development (R&D) expenses consist mainly of personnel costs, third-party foundry costs, and IP licenses[215](index=215&type=chunk) - Selling, general and administrative (SG&A) expenses include personnel-related costs, professional fees, and corporate expenses[217](index=217&type=chunk) [Results of Operations](index=47&type=section&id=Results%20of%20Operations) This section provides a detailed comparison of operating results for the three and six months ended June 30, 2025 and 2024 Total Revenue (Amounts in thousands) | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :----- | :----- | :--------- | :--------- | | Three Months Ended June 30, | $1,982 | $223 | $1,759 | 789% | | Six Months Ended June 30, | $2,989 | $772 | $2,217 | 287% | - Revenue increases were primarily driven by a **$2.4 million** increase in hardware and **$0.6 million** in software for the six months, offset by a decrease in engineering services revenue[221](index=221&type=chunk) Total Operating Expenses (Amounts in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------------------------ | :------------------------------- | :------------------------------- | :--------- | :--------- | | Cost of revenue | $804 | $257 | $547 | 213% | | Research and development | $9,613 | $5,872 | $3,741 | 64% | | Selling, general and administrative | $12,992 | $5,004 | $7,988 | 160% | | Depreciation and amortization | $456 | $184 | $272 | 148% | | Transaction costs | $0 | $41 | $(41) | (100)% | | **Total operating expenses** | **$23,865** | **$11,358** | **$12,507** | **110%** | | Expense Category | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | 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% | | Depreciation and amortization | $647 | $437 | $210 | 48% | | Transaction costs | $12,035 | $86 | $11,949 | 13,894% | | **Total operating expenses** | **$62,893** | **$20,044** | **$42,849** | **214%** | - R&D expenses increased by **$12.8 million (128%)** for the six months, primarily due to higher stock-based compensation and new chip IP license costs[225](index=225&type=chunk)[226](index=226&type=chunk) - SG&A expenses increased by **$17.4 million (193%)** for the six months, driven by increases in stock-based compensation, professional services, and payroll[227](index=227&type=chunk) - Transaction costs for the six months ended June 30, 2025, increased by **$12.0 million** due to the Merger[229](index=229&type=chunk) Total Other Expense, Net (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------- | :--------- | | Total other expense, net | $(7,667) | $(887) | $(6,780) | 764% | | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :--------- | :--------- | | Total other expense, net | $(117,245) | $(9,331) | $(107,914) | 1,157% | - Total other expense, net, increased significantly due to changes in the fair value of earnout share liabilities, convertible notes, and warrant liabilities[232](index=232&type=chunk) Net Loss (Amounts in thousands) | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :--------- | :--------- | :--------- | :--------- | | Three Months Ended June 30, | $(29,589) | $(12,153) | $(17,436) | 143% | | Six Months Ended June 30, | $(177,350) | $(28,896) | $(148,454) | 514% | - The increased net loss was primarily attributable to higher stock-based compensation, professional services, and significant changes in the fair value of financial instruments[236](index=236&type=chunk) [Non-GAAP Measures](index=51&type=section&id=Non-GAAP%20Measures) This section presents EBITDA and Adjusted EBITDA, non-GAAP measures used by management to assess performance - Management uses EBITDA and Adjusted EBITDA to assess performance by excluding depreciation, amortization, and certain non-cash or irregular items[237](index=237&type=chunk)[238](index=238&type=chunk) Adjusted EBITDA (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------------------------- | :------------------------------- | :--------- | :--------- | | Net loss | $(29,589) | $(12,153) | $(17,436) | 143% | | EBITDA | $(29,408) | $(12,471) | $(16,937) | 136% | | Stock-based compensation | $7,566 | $346 | $7,220 | 2,087% | | Fair value changes and financing charges | $7,557 | $1,476 | $6,081 | 412% | | Other adjustments | $1,271 | $89 | $1,182 | 1,328% | | **Adjusted EBITDA** | **$(12,933)** | **$(10,560)** | **$(2,373)** | **22%** | | 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% | | Other adjustments | $13,753 | $183 | $13,570 | 7,415% | | **Adjusted EBITDA** | **$(28,313)** | **$(18,087)** | **$(10,226)** | **57%** | [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity position, sources of funds, and the substantial doubt about its ability to continue as a going concern - The company has incurred recurring losses and negative cash flows since inception, with a net loss of **$177.4 million** for the six months ended June 30, 2025[243](index=243&type=chunk) - As of June 30, 2025, cash and cash equivalents were approximately **$28.6 million**, and the accumulated deficit was **$606.6 million**[243](index=243&type=chunk) - Management has determined that the company's liquidity condition raises **substantial doubt** about its ability to continue as a going concern[244](index=244&type=chunk)[245](index=245&type=chunk) Cash Flows Summary (Amounts in thousands) | Activity | 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 | $105,858 | | **Change in cash, cash equivalents and restricted cash** | **$(21,626)** | **$84,151** | [Material Cash Requirements](index=54&type=section&id=Material%20Cash%20Requirements) This section outlines the company's material cash requirements from known contractual and other obligations - As of June 30, 2025, the company had outstanding purchase orders and contractual obligations totaling **$2.0 million** for inventory procurement[250](index=250&type=chunk) - The company accrues for losses on non-cancelable purchase commitments, with a liability balance of **$0.6 million** as of June 30, 2025[250](index=250&type=chunk) [Off Balance Sheet Arrangements](index=54&type=section&id=Off%20Balance%20Sheet%20Arrangements) This section confirms the absence of any off-balance sheet arrangements that could materially affect the company's financial condition - As of the reporting date, the company does not have any off-balance sheet arrangements that are reasonably likely to have a material effect on its financial condition[251](index=251&type=chunk)[252](index=252&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=54&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) This section describes the company's status as an Emerging Growth Company and the related reporting exemptions it utilizes - Blaize is an Emerging Growth Company (EGC) and has elected to use the extended transition period for new accounting standards[253](index=253&type=chunk) - As an EGC, the company is exempt from certain reporting requirements, including auditor attestation on internal controls[254](index=254&type=chunk) [Critical Accounting Policies and Estimates](index=54&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the significant estimates and judgments made by management in preparing the financial statements - The preparation of financial statements requires management to make estimates and judgments that affect reported amounts[256](index=256&type=chunk) [Recent Accounting Pronouncements](index=54&type=section&id=Recent%20Accounting%20Pronouncements) This section discusses recently issued accounting pronouncements that are not yet effective - The company is currently evaluating the impact of recently issued, not yet effective, accounting pronouncements on its financial statements[90](index=90&type=chunk)[92](index=92&type=chunk)[258](index=258&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) This section outlines the company's exposure to market risks, including foreign currency exchange rate risk and credit risk - The company is exposed to **foreign currency exchange rate risk** from international operations, primarily in Indian rupee, British pound, and Japanese Yen[261](index=261&type=chunk)[262](index=262&type=chunk) - Blaize manages foreign currency risk by negotiating customer contracts for payments in the same currency as expenses[261](index=261&type=chunk) - The company faces credit risk from potential nonpayment by customers, with **two customers accounting for 88%** of accounts receivable as of June 30, 2025[265](index=265&type=chunk)[266](index=266&type=chunk) [Item 4. Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures and the remediation of prior material weaknesses - As of June 30, 2025, management concluded that disclosure controls and procedures were **effective**[268](index=268&type=chunk) - Previously identified material weaknesses in BurTech's internal control over financial reporting have been **remediated**[269](index=269&type=chunk)[271](index=271&type=chunk) - Remediation actions included hiring additional accounting staff, implementing Blaize's internal control procedures, and enhancing financial close processes[271](index=271&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) This section provides an update on a lawsuit filed by Jefferies LLC against the company for advisory fees related to the Merger - Jefferies LLC commenced a lawsuit against the company on April 7, 2025, seeking **$3.5 million** in fees and **$0.5 million** in expense reimbursement[176](index=176&type=chunk)[273](index=273&type=chunk) - The company has recorded estimated liabilities of **$4.95 million** as of June 30, 2025, and intends to vigorously defend the litigation[176](index=176&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) This section highlights key risks to the company's business, including personnel retention, supply chain reliance, and customer concentration - The company's success depends on its ability to **attract and retain key personnel**, especially in senior management and technical roles[275](index=275&type=chunk) - Blaize is a fabless company relying on **third-party manufacturers**, exposing it to risks like supply disruptions, quality issues, and increased costs[276](index=276&type=chunk)[280](index=280&type=chunk) - **Macroeconomic conditions** could adversely affect demand, increase costs, and impact the supply chain[277](index=277&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk)[282](index=282&type=chunk) - The company depends on a small number of customers, with **two customers accounting for 88%** of accounts receivable as of June 30, 2025[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) This section reports on recent unregistered sales of equity securities and confirms no issuer repurchases during the period - 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 unregistered sales of equity securities used during the period, and no issuer repurchases of equity securities[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) This section states that there were no defaults upon senior securities during the reported period - There were **no defaults** upon senior securities during the quarterly period ended June 30, 2025[288](index=288&type=chunk) [Item 4. Mine Safety Disclosures](index=62&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are **not applicable** to Blaize Holdings, Inc[289](index=289&type=chunk) [Item 5. Other Information](index=62&type=section&id=Item%205.%20Other%20Information) This section reports that no director or officer adopted or terminated an insider trading arrangement during the quarter - No director or officer adopted or terminated a 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) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q - The exhibits include organizational documents, registration rights agreements, and the Common Stock Purchase Agreement with B. Riley[292](index=292&type=chunk) - Certifications from the Principal Executive Officer and Principal Financial Officer are also furnished as exhibits[292](index=292&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)

Table of Contents As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. 333-288742 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blaize Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3674 86-2708752 (I.R.S. Employer ...

Table of Contents As filed with the Securities and Exchange Commission on July 28, 2025 Registration No. 333-288742 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blaize Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 3674 86-2708752 (I.R.S. Employer I ...

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 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 related party customers accounted for 100% of revenue in the same period of 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]. Merger and Shareholder Information - The merger with BurTech Acquisition Corp was completed on January 13, 2025, with Legacy Blaize becoming a wholly owned subsidiary[198]. - Upon the merger, Legacy Blaize shareholders were issued 87,314,968 shares of common stock[199]. - The company has an earnout arrangement that allows for the issuance of up to 15 million shares based on stock price performance over the next five years[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 and Financing - 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 intends to raise additional financing through debt and equity offerings to support its operations and growth initiatives[236]. - The company has outstanding purchase orders and contractual obligations totaling $0.3 million as of March 31, 2025, primarily for inventory procurement[242]. 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 affects the remeasurement of foreign subsidiaries' financial results[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]. - Cash accounts may exceed the Federal Depository Insurance coverage of $250,000, exposing the company to credit risk[255].