Burtech Acquisition Corp.(BRKHU) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (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 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] - 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] - 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] Condensed Consolidated Statements of Operations 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][221] - 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][236] Condensed Consolidated Statements of Stockholders' Equity (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][22] - 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][22] Condensed Consolidated Statements of Cash Flows 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][247] - 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][249] Notes to the Condensed Consolidated Financial Statements (unaudited) These notes provide detailed explanations of the company's accounting policies and financial statement line items Note 1. Organization and Description of Business 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] - 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][30][31] - The company is an emerging growth company (EGC) and has elected to use the extended transition period for new accounting standards[33][34] - Management has determined that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern[36][37][38] Note 2. Summary of Significant Accounting Policies 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][40] - Cash and cash equivalents include highly liquid investments, with $23.3 million in mutual funds as of June 30, 2025[41][43] - The Merger was accounted for as a reverse recapitalization, with Legacy Blaize treated as the accounting acquirer[31] - Revenue is recognized under ASC 606, with hardware revenue recognized at a point in time and services revenue recognized over time[61][66][69] Note 3. Merger and Reverse Recapitalization 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][95] - Immediately prior to the Merger, all outstanding convertible notes, redeemable convertible preferred stock, and warrants were converted into common stock[96] - Legacy Blaize shareholders are entitled to up to 15,000,000 Earnout Shares in four tranches, contingent on stock price thresholds[53][104][109] 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 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][221] Note 5. Fair Value Measurements 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][113][115] Note 6. Inventories 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] Note 7. Income Taxes 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] - The effective income tax rates differ from the U.S. federal statutory rate of 21.0% primarily due to the valuation allowance[118] - The company is evaluating the impact of the One Big Beautiful Bill Act (OBBBA), signed on July 4, 2025, on its financial statements[119] Note 8. Convertible Notes and Demand Notes 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][130] - Upon the consummation of the Merger on January 13, 2025, all outstanding convertible notes were converted into shares of common stock[125][132] - 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][134] Note 9. Warrants 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][140] - 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][142] - In February 2025, the company issued 50,000 common stock warrants to advisors as compensation[144] Note 10. Leases 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] 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] Note 11. Redeemable Convertible Preferred Stock Prior to the Merger 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] - Upon the consummation of the Merger, all outstanding redeemable convertible preferred stock was converted into shares of common stock[56][153] Note 12. Common Stock 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] 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 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][158][168] - 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][169] Note 14. Commitments and Contingencies 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] - 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][176] - The company has various advisor agreements, including one for capital market services with an advisory fee of $0.8 million[177][178][179] Note 15. Related Party Transactions and Balances 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][181] - During the six months ended June 30, 2025, the company recognized $1.6 million in revenue from sales to an affiliate of Burkhan[182] - 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][188] Note 16. Segment Reporting 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] 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][239] Note 17. Net Loss Per Share 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][193] - Potentially dilutive securities were excluded from diluted EPS calculation as their effect was anti-dilutive[194] Note 18. Employee Benefit Plan 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] - In India, the company provides a long-term defined benefits plan with liability determined by actuarial valuation[196] Note 19. Subsequent Events 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] - 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][204] - On July 10, 2025, the company received $0.5 million of funds previously held in escrow[197] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition, operational results, recent developments, liquidity, and key business metrics 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] - The company offers a full-stack programmable processor architecture and a low-code/no-code software platform for AI processing[201][202] Recent Developments 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][204] - On July 14, 2025, the company secured a Committed Equity Facility, allowing it to sell up to $50 million of common stock[198][205] - On June 30, 2025, Blaize signed a Sales Partner Referral Agreement with Burkhan LLC, with an initial customer expected to purchase up to $56.5 million of products[180][181][206][209] Key Business Metrics Management tracks Proof-of-Concept initiatives, partner integrations, and design wins to monitor business progress - As of June 30, 2025, Blaize had 49 Proof-of-Concept (POC) initiatives in progress with potential customers or partners[211] - The company has 36 Partners (independent software/hardware vendors) integrating Blaize products and services into their offerings[212] - Blaize has achieved 25 Design Wins, indicating that partners or customers have selected Blaize's offerings for their products[213] Components of Results of Operations This section describes the primary components of the company's revenue and expenses - Revenue is derived from engineering services, hardware sales (semiconductor products), and software sales[214][216] - Cost of revenue primarily includes semiconductor costs, board and device costs, and indirect costs like inventory reserves[214] - Research and development (R&D) expenses consist mainly of personnel costs, third-party foundry costs, and IP licenses[215] - Selling, general and administrative (SG&A) expenses include personnel-related costs, professional fees, and corporate expenses[217] Results of Operations This section provides a detailed comparison of operating results for the three and six months ended June 30, 2025 and 2024 Total Revenue (Amounts in thousands) | Period | 2025 | 2024 | Change ($) | 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 $0.6 million in software for the six months, offset by a decrease in engineering services revenue[221] Total Operating Expenses (Amounts in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | 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][226] - 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] - Transaction costs for the six months ended June 30, 2025, increased by $12.0 million due to the Merger[229] Total Other Expense, Net (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | 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) | $(107,914) | 1,157% | - Total other expense, net, increased significantly due to changes in the fair value of earnout share liabilities, convertible notes, and warrant liabilities[232] Net Loss (Amounts in thousands) | Period | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :--------- | :--------- | :--------- | :--------- | | Three Months Ended June 30, | $(29,589) | $(12,153) | $(17,436) | 143% | | Six Months Ended June 30, | $(177,350) | $(28,896) | $(148,454) | 514% | - The increased net loss was primarily attributable to higher stock-based compensation, professional services, and significant changes in the fair value of financial instruments[236] Non-GAAP Measures This section presents EBITDA and Adjusted EBITDA, non-GAAP measures used by management to assess performance - Management uses EBITDA and Adjusted EBITDA to assess performance by excluding depreciation, amortization, and certain non-cash or irregular items[237][238] Adjusted EBITDA (Amounts in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change ($) | 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 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] - As of June 30, 2025, cash and cash equivalents were approximately $28.6 million, and the accumulated deficit was $606.6 million[243] - Management has determined that the company's liquidity condition raises substantial doubt about its ability to continue as a going concern[244][245] 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 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] - The company accrues for losses on non-cancelable purchase commitments, with a liability balance of $0.6 million as of June 30, 2025[250] Off Balance Sheet Arrangements 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][252] Emerging Growth Company and Smaller Reporting Company Status 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] - As an EGC, the company is exempt from certain reporting requirements, including auditor attestation on internal controls[254] Critical Accounting Policies and Estimates 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] Recent Accounting Pronouncements 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][92][258] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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][262] - Blaize manages foreign currency risk by negotiating customer contracts for payments in the same currency as expenses[261] - 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][266] Item 4. Controls and Procedures 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] - Previously identified material weaknesses in BurTech's internal control over financial reporting have been remediated[269][271] - Remediation actions included hiring additional accounting staff, implementing Blaize's internal control procedures, and enhancing financial close processes[271] PART II. OTHER INFORMATION Item 1. Legal Proceedings 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][273] - The company has recorded estimated liabilities of $4.95 million as of June 30, 2025, and intends to vigorously defend the litigation[176] Item 1A. Risk Factors 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] - Blaize is a fabless company relying on third-party manufacturers, exposing it to risks like supply disruptions, quality issues, and increased costs[276][280] - Macroeconomic conditions could adversely affect demand, increase costs, and impact the supply chain[277][278][279][282] - The company depends on a small number of customers, with two customers accounting for 88% of accounts receivable as of June 30, 2025[283] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] - There were no proceeds from unregistered sales of equity securities used during the period, and no issuer repurchases of equity securities[286][287] Item 3. Defaults Upon Senior Securities 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] Item 4. Mine Safety Disclosures 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] Item 5. Other Information 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] Item 6. Exhibits 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] - Certifications from the Principal Executive Officer and Principal Financial Officer are also furnished as exhibits[292]