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)

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].

[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% from $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]. - Adjusted EBITDA loss for fiscal year 2025 is projected to be between $70 million and $75 million[7]. 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[26]. - 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]. - The company had a total stockholders' deficit of $283,810,000 as of December 31, 2024, compared to $226,560,000 in 2023[22]. Revenue 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]. Partnerships and Growth - Blaize has entered into a joint technology agreement with KAIST to develop new edge AI computing applications across various sectors[9]. - The company has established partnerships with alwaysAI and VSBLTY to enhance AI Edge Computing and develop hybrid technology for safety solutions[9]. - Blaize's business combination with BurTech Acquisition Corp. was completed in January 2025, positioning the company for growth in AI-edge compute solutions[3]. - The company is experiencing strong market interest in AI at the edge, particularly in Smart Cities, defense, and automotive sectors[6]. Expenses - 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].

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 and Business Combination - 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 for aggregate gross proceeds of $25.0 million[161]. - An additional 16.3 million shares may be issued as earnout shares contingent on the closing stock price of New Blaize common stock exceeding certain thresholds during the Earnout 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 consummation of the Business Combination[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 Company and Blaize have agreed to not engage in discussions regarding other business combination proposals during the merger process[175][176]. - The Merger Agreement allows for the termination by either party under specific conditions, including failure to obtain shareholder approvals[174]. - The Company has agreed to support the approval of the Merger Agreement and the Business Combination by its stockholders[180]. 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 Regulatory Matters - 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 must use reasonable best efforts to maintain its listing on Nasdaq until the Closing[179]. - The company is currently assessing the impact of ASU 2020-06, effective January 1, 2024, on its financial position and results of operations[215]. - Management does not believe that any recently issued accounting standards will have a material effect on the 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 has two classes of shares, and the potential common stocks for outstanding warrants were excluded from diluted earnings per share due to contingencies not being met[212]. - 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].

IPO and Business Combination - 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 [145]. - 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 [146]. - 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 [147]. - The Company has the right to extend the time to complete a business combination up to twelve times, each for an additional one-month period, until December 15, 2024 [150]. - On December 22, 2023, the Company entered into a Merger Agreement with Blaize, Inc., which will result in Blaize becoming a wholly owned subsidiary of the Company [152]. - 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 [153]. - 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 [157]. - The closing of the Merger is subject to various conditions, including shareholder approval and regulatory clearances [159]. - The Company will be renamed "Blaize Holdings, Inc." following the completion of the Merger [152]. - The Company has approximately $68.0 million remaining in its trust account after redemptions [146]. - The aggregate gross proceeds from the merger transaction are expected to be equal to or greater than $125,000,000 [163]. - The Company and Blaize have agreed to use commercially reasonable efforts to conduct their businesses in the ordinary course through the Closing [164]. - The Company has agreed to cease any existing discussions regarding other Business Combination Proposals during the merger process [167]. - The Company will file a registration statement on Form S-4 to obtain shareholder approval for the Business Combination [164]. - The Lock-up Agreements will restrict the transfer of New Blaize common stock for 180 days after the Closing [175]. Financial Performance and Position - For the three months ended June 30, 2024, the company reported a net loss of $600,213, with operating costs and franchise taxes amounting to $748,339 [183]. - For the six months ended June 30, 2024, the company had a net loss of $610,846, offset by interest from investments held in the Trust Account of $1,253,990 [184]. - As of June 30, 2024, the company had $48,885,820 in investments held in trust and $26,944 in its restricted cash account [187]. - The company had $1,500,000 outstanding under a Convertible Promissory Note and $1,059,551 in advances from the sponsor as of June 30, 2024 [188]. - The company is less than 7 months from its mandatory liquidation, raising substantial doubt about its ability to continue as a going concern [190]. - The company has no long-term debt or capital lease obligations, with only a monthly fee of $10,000 for office space and administrative support [193]. Tax and Regulatory Considerations - The company may be subject to a 1% excise tax on stock repurchases occurring on or after January 1, 2023, as per the Inflation Reduction Act of 2022 [219]. - The company may be subject to an excise tax on redemptions or repurchases occurring after December 31, 2023, depending on various factors including fair market value and business combination structure [220]. - The excise tax implications could reduce the cash available for completing business combinations, affecting the company's ability to finalize such transactions [220]. - Recent interim guidance from the IRS indicates that the excise tax should not apply in the event of the company's liquidation, subject to certain exceptions [220]. Internal Controls and Reporting - The company has identified material weaknesses in its internal control over financial reporting, which may affect its ability to accurately report financial results [213].