BurTech Acquisition (BRKH) - 2024 Q4 - Annual Report

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] - Historical financial information in this Annual Report does not reflect the consummation of the Business Combination, which occurred after the reporting period[12] 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] - 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] - 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] PART I Item 1. Business 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] - The company's solutions deliver real-time insights with low power consumption, high efficiency, and low cost, primarily for vision analytics applications[19][20] - Blaize's proprietary Graph Streaming Processor (GSP) architecture offers high-performance AI inference with industry-leading efficiency for computer vision and machine learning[21][39] - 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][33][35] - 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][51] - 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] - 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] Item 1A. Risk Factors The company faces significant risks including operating losses, going concern doubt, supply chain dependencies, and intense competition Risk Factors Summary - 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] - 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] - 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] - Risks related to human capital, cybersecurity, data privacy, and the evolving regulatory landscape for AI technologies could adversely affect operations and financial condition[73] Risks Related to our Business and Industry 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] - 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][83] - 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][100] - 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][116][117] - 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][102][103] - 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][56][57][147][148][149][150] - 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][64][160][164] - 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][53][54][171][173][179][182] Risks Related to Being a Public Company - 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][192] - 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][196] - 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][198] - 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][201] - 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][205] - 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] Item 1B. Unresolved Staff Comments The company has no unresolved staff comments from the SEC - There are no unresolved staff comments[207] Item 1C. Cybersecurity Blaize implements cybersecurity infrastructure and policies, overseen by the Board and Audit Committee, to manage threats Risk Management and Strategy - Blaize has infrastructure, systems, policies, and procedures to proactively and reactively address cybersecurity incidents, following ISO 27001 and NCSF frameworks[208] - Cybersecurity risk management is integrated into overall risk management, with policies and training designed to prevent, detect, respond to,