UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ —— ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

———☐ —— TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the transition period from to~~

Commission File Number 001-41139

Blaize Holdings, Inc.

(Exact name of Registrant as specified in its Charter)


Delaware			86-2708752
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
4659 Golden Foothill Parkway, Suite 206 El Dorado Hills, CA			95762
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (916) 347-0050

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbols

Name of each exchange on which registered

Common stock, par value $0.0001 per share

BZAI

The Nasdaq Stock Market

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

BZAIW

The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~YES~~Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ~~YES~~Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~YES~~Yes ☐ NONo ☒

As of June 2830, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the ~~Registrant~~registrant’s common stock held by non-affiliates was approximately $52217.94 million.

As of March 31 20, ~~2025~~2026, the registrant had ~~101~~122,~~683~~744,~~916~~509 shares of common stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference to the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2025.


TABLE OF CONTENTS
		Page
	Cautionary Note Regarding Forward-Looking Statements	1
	Important Information Regarding Our Disclosure to Investors	2
	Glossary	2

PART I.

ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	7
ITEM 1B.	UNRESOLVED STAFF COMMENTS	36
ITEM 1C.	CYBERSECURITY	36
ITEM 2.	PROPERTIES	37
ITEM 3.	LEGAL PROCEEDINGS	37
ITEM 4.	MINE SAFETY DISCLOSURES	37

PART II.

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	38
ITEM 6.	[RESERVED]	38
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	53
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	54
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	96
ITEM 9A.	CONTROLS AND PROCEDURES	96
ITEM 9B.	OTHER INFORMATION	97
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	97

PART III.

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	98
ITEM 11.	EXECUTIVE COMPENSATION	98
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	98
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	98
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	99

PART IV.

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	100
ITEM 16.	FORM 10-K SUMMARY	103

	SIGNATURES	104

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of Blaize Holdings, Inc. (the “Company,” “we,” “our,” or “us”) contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Annual Report on Form 10-K, including but not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; risks related to the Business Combination, as defined in the Glossary of this Annual Report on Form 10-K, including that the expected benefits of the Business Combination are not obtained, whether due to competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, among other things, and that the Business Combination disrupts current plans and operations of the Company; the ability to meet the applicable stock exchange listing standards from time to time; changes in applicable law or regulations; changes in global and U.S. economic conditions, including impacts from geopolitical conflicts, recession, inflation, changes in trade policies (including tariffs and other trade measures) of the United States and other countries, interest rate fluctuations, and financial market conditions; prolonged or recurring U.S. federal government shutdowns; the outcome of any legal proceedings that may be instituted against the Company or may involve the Company; the effects of competition on the Company’s future business; the ability of the combined company to issue equity or equity-linked securities or obtain debt financing on favorable terms or at all; the enforceability of our intellectual property rights, including our copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; risks related to human capital; risks related to cybersecurity and data privacy; the outcome of any government and regulatory proceedings, investigations and inquiries; and those factors discussed in Part I, Item 1A. Risk Factors herein, elsewhere in this Annual report on Form 10-K and other documents filed by us from time to time with the U.S. Securities and Exchange Commission (“SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. Readers are cautioned not to put undue reliance on forward-looking statements. The Company does not give any assurance that it will achieve its expectations.

~~TABLE~~IMPORTANT OFINFORMATION ~~CONTENTS~~REGARDING OUR DISCLOSURE TO INVESTORS

PART I
Item 1.	Business	5
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	34
Item 1C.	Cybersecurity	34
Item 2.	Properties	35
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
Item 6.	[Reserved]	36
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 8.	Financial Statements and Supplementary Data	43
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	70
Item 9A.	Controls and Procedures	70
Item 9B.	Other Information	71
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	71
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	72
Item 11.	Executive Compensation	78
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	82
Item 13.	Certain Relationships and Related Transactions, and Director Independence	84
Item 14.	Principal Accounting Fees and Services	87
PART IV
Item 15.	Exhibits, Financial Statement Schedules	89
Item 16.	Form 10-K Summary	90

We may use our website (www.blaize.com) to communicate with our investors and disclose company information. The information disclosed through our website may be considered material. Investors should monitor our website in addition to press releases, SEC filings and public conference calls and webcasts. The contents of our website referenced herein are not incorporated by reference into this Annual Report on Form 10-K.

GLOSSARY

This glossary highlights some of the terms that we use elsewhere in this Annual Report on Form 10-K and is not a complete list of all the defined terms used herein.

“AI” means artificial intelligence.

“API” means application programming interface.

“Blaize Holdings, Inc.” means the Company and its subsidiaries, after the Business Combination.

“Board” or “Board of Directors” means the board of directors of the Company.

“BurTech” means BurTech Acquisition Corporation, a SPAC, which was a publicly traded entity existing prior to the Closing Date of the Business Combination.

“Burkhan” means Burkhan Capital LLC, a Delaware limited liability company, an affiliate of BurTech.

“Business Combination” means the transaction pursuant to the Merger Agreement, whereby Merger Sub merged with and into Legacy Blaize, with Legacy Blaize being the surviving company and a wholly owned subsidiary of BurTech. The Business Combination may also be referred to as a “de-SPAC” transaction.

“CFIUS” means the Committee on Foreign Investment in the United States, which is an inter-governmental agency committee in the United States government that reviews the national security implications of foreign investments in the economy of the United States.

“Closing Date” means January 13, 2025, the date that the Company consummated the transaction contemplated by the Merger Agreement.

“de-SPAC” transaction means a process where a private operating company (in this case, Legacy Blaize) merges with a SPAC (in this case, BurTech) to become a publicly traded company.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“GSP” means Graph Streaming Processor, a specialized AI accelerator designed for graph-native computing.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Legacy Blaize” means Blaize, Inc., which survived the Merger as a wholly owned subsidiary of the Company.

“Merger” means the transactions contemplated by the Merger Agreement as defined below, and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024, and November 21, 2024), by and among BurTech, Merger Sub, Legacy Blaize and, for the limited purposes set forth therein, Burkhan.

~~Table~~“Merger Sub” means BurTech Merger Sub, Inc., a former Delaware corporation and former wholly owned subsidiary of ~~Contents~~BurTech. Merger Sub was a shell company formed by BurTech solely in order to complete the acquisition of Legacy Blaize.

~~EXPLANATORY~~“Nasdaq” ~~NOTE~~means The Nasdaq Stock Market LLC. Both the Nasdaq Global Market (on which the Company’s common stock is listed) and Nasdaq Capital Market (on which the Company’s warrants are listed) are tiers of markets within the broader Nasdaq Stock Market LLC.

~~Prior to January 13, 2025, BurTech Acquisition Corporation (~~“~~BurTech~~NRE”) ~~was~~means a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase, reorganization, or similar acquisition or business combination with one or more businesses. On January 13, 2025, subsequent to the end of fiscal year ended December 31, 2024, the fiscal year to which this Annual Report on Form 10non-Krecurring ~~(“Annual~~engineering ~~Report”) relates~~engagements, ~~BurTech~~also ~~completed~~referred ~~the previously announced business combination pursuant~~ to ~~that certain Agreement and Plan of Merger, dated~~ as ofstrategic ~~December~~consulting ~~22, 2023 (as amended on April 22, 2024, October 24, 2024, and November 21, 2024, the “Merger Agreement”), by and among BurTech, BurTech Merger Sub Inc~~services., a Delaware corporation and a wholly owned subsidiary of BurTech (“Merger Sub”), Blaize, Inc., a Delaware corporation (“Legacy Blaize”) and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”). As contemplated by the Merger Agreement, on January 13, 2025, Merger Sub merged with and into Legacy Blaize, with Legacy Blaize being the surviving company and a wholly owned subsidiary of BurTech (the "Merger", together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), we changed our name from “BurTech Acquisition Corporation” to “Blaize Holdings, Inc.”

~~As of the open of trading on January 14, 2025, our common stock and public warrants began trading on The Nasdaq Stock Market LLC (~~“~~Nasdaq~~OEM”) asmeans ~~“BZAI”~~original ~~and~~equipment ~~“BZAIW,” respectively~~manufacturer.

~~Substantially~~“PCIe ~~concurrently~~card” ~~with~~means ~~the~~a ~~filing~~peripheral ofcomponent ~~this~~interconnected ~~Annual~~express ~~Report~~card, ~~we will be filing~~ an ~~Amendment~~expansion tocomponent ~~our~~that ~~Current~~upgrades ~~Report~~computer on Form 8-K originally filed on January 17, 2025, which will include the audited financial statements of Legacy Blaize for the year ended December 31, 2024, as well as related Management’s Discussion and Analysis of Financial Condition and Results of Operations and unaudited pro forma condensed combined financial information of BurTech and Legacy Blaize as of and for the year ended December 31, 2024functionality. ~~Interested parties should refer to our Current Reports on Forms 8-K and 8-K/A for more information.~~

~~Unless otherwise noted or the context otherwise requires, references to: (i) the~~ “~~Company,~~RSU” ~~“Blaize,”~~means ~~“we,”~~a ~~“us,”~~restricted ~~“our,”~~stock ~~refer to Blaize Holdings, Inc~~unit. and its subsidiaries, following the Business Combination; (ii) “BurTech” refers to BurTech Acquisition Corporation, prior to the close of the Business Combination; (iii) “Legacy Blaize” refers to Blaize, Inc., prior to the close of the Business Combination; and (iv) the “Sponsor” refers to BurTech LC LLC.

~~Unless otherwise indicated, the historical financial information in this Annual Report, including the information in~~ “~~Item~~Securities ~~7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~Act” ~~(“Item~~means ~~7.”), “Item 8. Financial Statements and Supplementary Data” (“Item 8.”), and “Item 9A. Controls and Procedures,” does not reflect~~ the ~~consummation~~Securities Act of ~~the Business Combination~~1933, ~~which,~~ as ~~discussed above, occurred subsequent to the period covered hereunder~~amended.

“SoC” means System-on-a-Chip products, including our wafer fabrication, assembly, and testing processes.

“SPAC” means Special Purpose Acquisition Company, which is a blank check, publicly traded shell company that has raised capital through an initial public offering and is formed with the purpose of performing a business combination transaction within a specified timeframe.

“Sponsor” means BurTech LP, LLC, which prior to the Merger was the sponsor of BurTech. After the close of the Merger, the Sponsor and its affiliated entities remained a significant shareholder in the Company and are therefore considered a related party.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Annual Report”) of Blaize contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of our funding. Other statements contained in this Annual Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continue,” “might,” “possible,” “potential,” “predict,” “project,” “goal,” “would,” “commit” and other stylistic variants denoting forward-looking statements.

We caution investors that any forward-looking statements presented in this Annual Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends.

The forward-looking statements contained in this Annual Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to: Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: changes in domestic and foreign business, market, financial, political and legal conditions; the expected benefits of the Business Combination are not obtained; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Blaize as a result of the consummation of the Business Combination; failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the Business Combination; changes in applicable law or regulations; the outcome of any legal proceedings that may be instituted against Blaize; the effects of competition on Blaize’s future business; the ability of the combined company to issue equity or equity-linked securities or obtain debt financing; the enforceability of Blaize’s intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; risks related to human capital; risks related to cybersecurity and data privacy; the outcome of any government and regulatory proceedings and investigations and inquiries; and those factors in the other documents filed by Blaize from time to time with the U.S. Securities and Exchange Commission (“SEC”). The discussion in this Annual Report should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8. of this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

This Annual Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Annual Report, except as may be required by law.

Table of Contents

PART I

~~Item~~ITEM 1. ~~Business.~~ BUSINESS

~~Our Company~~Overview

WeBlaize ~~are a provider of purpose-built~~Holdings, ~~transformative~~Inc. ~~artificial intelligence~~ (“AIBlaize,”~~)-enabled~~ ~~edge~~the ~~computing~~“Company,” ~~solutions~~“we,” ~~that~~“us,” ~~unite software~~ and ~~silicon~~“our”) todevelops ~~optimize~~purpose-built AI-enabled ~~from~~computing ~~the~~solutions ~~edge~~comprised of both our ~~customers'~~proprietary ~~networks~~hardware ~~(the~~and ~~“edge”)~~software, toand ~~their~~complementary ~~data~~third-party ~~centers~~hardware ~~(the~~solutions, ~~“core”).~~as Wefurther ~~provide~~described abelow. ~~full-stack~~Our ~~programmable~~computing ~~processor~~solutions ~~architecture~~are ~~suite~~designed ~~and~~for ~~low-code/no-code~~efficient ~~software~~processing ~~platform~~of ~~that enables~~ AI ~~processing~~inference ~~solutions~~workloads ~~for~~across ~~high-performance computing at the~~ edge and ~~the~~data ~~core~~center environments. Our ~~solutions~~architecture ~~deliver~~supports ~~real-time~~AI ~~insights~~workloads ~~and~~where ~~decision-making~~latency, ~~capabilities at low~~ power ~~consumption, high~~ efficiency, ~~minimal size~~ and ~~low~~ cost. ~~Our~~efficiency ~~mission~~are isimportant toconsiderations. ~~enable~~Our ~~enterprises~~systems tocan ~~harness~~process ~~the~~data ~~power~~locally ~~of AI~~ at the edge, ~~delivering~~or ~~real-time~~within ~~insights~~data ~~and~~center ~~decision-making~~infrastructure, ~~capabilities~~depending ~~with~~on ~~compelling~~deployment ~~speed and efficiency~~requirements. ~~With~~Local ~~our~~processing ~~innovative~~can ~~hardware~~reduce ~~and~~bandwidth ~~software~~usage ~~solutions, we believe we are at the forefront of transforming industries~~ and ~~unlocking~~support ~~new~~latency-sensitive ~~possibilities~~applications inrequiring ~~an increasingly connected and data~~real-~~driven~~time ~~world~~decision making.

WeIn ~~provide~~addition AIto ~~accelerated~~our ~~computing~~internally ~~solutions~~developed products, ~~optimized~~we ~~for~~also ~~vision~~deliver ~~analytics~~third-party ~~applications~~hardware atsolutions ~~the~~that ~~edge.~~complement ~~This~~and isenhance ~~particularly~~our ~~relevant~~core inofferings. ~~the~~By ~~mobility~~integrating ~~and~~certain ~~automotive~~third-party ~~sectors~~hardware components, ~~where~~ we ~~provide~~believe ~~solutions~~that ~~for~~we ~~Level~~are 2able ~~(“L2”)~~to ~~and~~provide ~~Level~~customers 2+with ~~(“L2+”)~~comprehensive ~~applications~~ and ~~collaborate~~flexible ~~with~~computing ~~Original~~solutions ~~Equipment~~tailored ~~Manufacturer (“OEMs”)~~ to ~~develop~~their ~~advanced~~specific ~~Level~~needs. 4+These ~~(“L4+”)~~third-party ~~capabilities,~~hardware assolutions ~~per~~typically ~~the~~are ~~Society~~substantially comprised of ~~Automotive~~servers, ~~Engineers’~~which ~~“Levels~~are ofselected ~~Driving~~to ~~Automation.”~~ensure ~~Our~~optimal ~~fully~~compatibility ~~automotive-grade~~and ~~compliant~~performance ~~chip~~with ~~roadmap supports~~ our ~~customers'~~products ~~continued evolution~~ and ~~reinforces~~ our ~~commitment to advancing~~ AI-~~powered~~enabled ~~autonomy~~platforms.

~~With~~We ~~over~~are a ~~decade~~Delaware ofcorporation, ~~investment~~incorporated in ~~research and development~~2010, weheadquartered ~~have~~in ~~developed~~El ~~groundbreaking~~Dorado ~~technologies that enable applications~~Hills, ~~such as computer vision and machine learning, to deploy and run faster and more efficiently~~California. Our engineering team has developed a proprietary parallel computing architecture that serves as the foundation for our products, enabling high-performance AI inference with industry-leading efficiency, delivering significant value to our customers.

WeMerger ~~are actively developing our next-generation chip, which will introduce enhanced features~~ and ~~capabilities~~Reverse while leveraging the latest advancements in semiconductor processing. Additionally, we plan to offer an intermediate hardware solution for mobility and L2 automotive customers ahead of the launch of our full automotive-grade AI processor.Recapitalization

~~With~~On aJanuary ~~strong focus on innovation~~13, ~~performance~~2025, ~~and~~BurTech ~~strategic~~completed ~~partnerships~~the Merger, wepursuant ~~believe~~to wethe ~~are~~Merger ~~well~~Agreement, ~~positioned~~whereby toMerger ~~enable~~Sub ~~organizations~~merged towith ~~process~~ and ~~analyze~~into ~~their~~Legacy ~~data~~Blaize, inwith ~~real~~Legacy ~~time~~Blaize ~~from~~being ~~core~~the tosurviving ~~edge,~~company ~~unlocking new business opportunities~~ and ~~gaining~~ a ~~competitive~~wholly ~~advantage~~owned insubsidiary ~~the evolving AI landscape. Our integrated approach to AI accelerated computing ensures that enterprises can harness the full potential~~ of AIBurTech.

~~The~~In connection with the de-SPAC, we changed our name from “BurTech Acquisition Corporation” to “Blaize Holdings, Inc.,” and the Merger was accounted for as a reverse merger and recapitalization, with BurTech considered the acquired company, and Legacy Blaize considered the acquirer, for financial statement reporting purposes.

OnAvailable January 13, 2025, subsequent to the end of fiscal year ended December 31, 2024, the fiscal year to which this Annual Report relates, BurTech completed the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024, and November 21, 2024, the “Merger Agreement”), by and among BurTech, BurTech Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BurTech (“Merger Sub”), Blaize, Inc., a Delaware corporation (“Legacy Blaize”) and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”). As contemplated by the Merger Agreement, on January 13, 2025, Merger Sub merged with and into Legacy Blaize, with Legacy Blaize being the surviving company and a wholly owned subsidiary of BurTech (the "Merger", together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). We changed our name from “BurTech Acquisition Corporation” to “Blaize Holdings, Inc.,” in connection with the closing of the Business Combination. The Merger was accounted for as a reverse merger and recapitalization and BurTech was considered the acquired company for financial statement reporting purposes.Information

~~Our~~We ~~Markets~~file our annual, periodic and current reports, and other required information, electronically with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically. We also make available on our website at https://ir.blaize.com, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The contents of our website referenced herein are not incorporated by reference into this Annual Report on Form 10-K.

~~Historically,~~Principal ~~most~~Products ~~processing solutions designed for the edge (“edge applications”) were built around cloud~~ and data center-centric infrastructure. In such solutions, data is collected at the edge and is sent back to a centralized location where the real AI processing happens. This approach is power-demanding, adds latency, causes significant data traffic, makes real-time processing difficult, and is less secure. Prompted by the proliferation of data at the edge, industry participants have been looking for ways to enable the power of AI processing where the data is, allowing for effective, real-time decision-making at the edge with greater thermal efficiency, less latency, less power consumption, less costs (including communication costs), ability to keep data local and avoid the burden of cloud and centralized infrastructure.Services

In recent years we have witnessed AI moving from exploration and innovation to deployment phase across most industries. Business leaders and organizations have started to understand the value, benefits and the return on investment of AI, leading to a significant growth in adoption of AI and demand for AI accelerator technologies.Products

5Hardware

~~Table~~We ofhave ~~Contents~~created an AI computing accelerator, the GSP. This processor has been designed from the ground up for compute-intensive data parallel workloads, such as computer vision, machine learning, and AI applications. It is fully programmable, making it flexible and adaptable. The GSP leverages a data streaming mechanism to enable efficient parallelism at the data, instruction, task, chip, and system level, streamlining execution processing and enabling low energy consumption, high performance, and scalability.

We are already engaged in various industries with great potential for the widespread adoption of AI such as automotive, defense, enterprise and more. The adoption of AI in these industries is growing at a healthy rate and is poised to continue to do so in the long term, supported by strong fundamentals such as the adoption of autonomous solutions and generative AI, decentralization of data and AI for data privacy and data ownership and the drive for sustainability. We are well positioned to immediately access the burgeoning AI accelerator market today with our software and solutions, in addition to our rich roadmap, which we believe will allow us to continue to increase our Serviceable Addressable Market (“SAM”).4

WeAdditionally, ~~expect the AI landscape to continue evolving at a rapid pace. Key trends that will impact the future of~~ our ~~industries~~hardware offerings include ~~adoption~~compute ofcards ~~generative AI, large language models~~ (~~“LLMs”),~~PCIe ~~small~~cards ~~language~~and ~~models~~other ~~(“SLMs”~~cards), ~~vision~~that ~~transformers~~incorporate ~~and~~our ~~multi-modality.~~GSP ~~The industry will continue to seek alternatives to incumbent architectures such as the graphic processing unit (“GPU”)~~ and ~~the~~come ~~central~~in ~~processing~~a ~~unit~~comprehensive ~~(“CPU”),~~set ~~prioritizing performance, total cost~~ of ~~ownership~~commonly ~~and~~used ~~ease~~form ~~of use~~factors. ~~These~~We ~~characteristics~~work ~~are~~closely ~~just~~with asour ~~relevant~~vendors ~~and~~to ~~necessary~~qualify ~~for~~these ~~data~~cards ~~center~~to ~~inference~~add ~~applications~~AI ascompute ~~they~~acceleration ~~are~~to ~~for~~their ~~edge~~systems, AIwith ~~vision analytics. As~~ the ~~Blaize~~intention ~~chip~~to ~~roadmap~~deliver issolutions ~~enhanced,~~across ~~the~~a ~~inherent~~broad ~~advantages~~spectrum of ~~the~~performance ~~Graph~~points ~~Streaming Processor (“GSP”) architecture~~ and ~~ease~~deployment ofverticals, ~~programmability~~from ~~enable~~the ~~Blaize~~edge to ~~remain~~the ~~relevant~~data ~~to market and customer evolution~~center.

~~The~~In AIaddition ~~market is subject~~ to ~~rapid~~our ~~technological~~internally ~~changes,~~developed ~~evolving industry standards~~products, ~~customer~~we ~~needs~~deliver ~~and~~third-party ~~preferences~~hardware ~~and~~solutions, ~~developing~~primarily ~~regulations~~comprised ~~in the United States~~ of ~~America~~servers ~~(“U.S.”)~~ and ~~abroad,~~small ~~which~~form ~~have~~factor ~~focused~~stand-alone ~~on, among other things, safety and efficacy of AI~~ systems, ~~algorithmic~~that ~~discrimination~~host ~~and~~our ~~protection,~~proprietary ~~data privacy and notice and explanation~~technology. ~~Further,~~We ~~continued~~support ~~growth~~industry instandard ~~adoption~~APIs ~~of AI-based technologies will depend, in part, on the reduction of operating~~ and ~~capital costs associated with AI computing~~frameworks, ~~the~~enabling ~~increase~~customers ~~in customer confidence in data protection and privacy related~~ to ~~centralized~~execute AI ~~systems, software responsiveness to dynamic data,~~ models and ~~customer~~develop ~~needs~~new ~~and~~applications ~~transparency~~on inour ~~application from data preparation to production~~hardware.

We believe that we help facilitate such growth in adoption by providing a platform which (i) reduces the total cost of ownership of AI across a wide range of use-cases and verticals, (ii) positions the AI computing functions behind customer firewalls for added data privacy and security, (iii) automatically responds to and remediates accuracy and performance-related software issues in the system and (iv) enables and implements open standards and comprehensive auditing capabilities for customers. Blaize also continuously monitors regulatory developments related to the AI market to remain compliant with the latest requirements.Software

Our ~~target~~software ~~markets~~suite ~~are~~includes ~~large,~~a ~~growing~~software ~~and~~development ~~sustained~~kit bywhich ~~strong~~complies ~~fundamentals.~~with ~~The~~open ~~drivers~~standards ~~for~~and ~~this~~can ~~growth~~be ~~are~~used ~~mainly~~by ~~attributed~~customers to anprogram ~~adoption~~their ~~drive~~own ~~across~~models ~~industries~~and ~~for~~algorithms. ~~autonomous~~We ~~solutions~~also provide a comprehensive software suite, ~~traditional~~Blaize ~~and~~AI ~~generative~~Studio (“AI ~~applications,~~Studio”). ~~with~~AI ~~the~~Studio ~~trend~~provides ~~moving~~a ~~towards~~visual ~~decentralization~~no-code ofor ~~data,~~low-code ~~data~~environment ~~privacy~~intended to simplify the creation and ~~ownership,~~deployment of AI models and ~~the~~features ~~global~~a ~~appetite~~robust ~~for~~set ~~sustainability~~of tools and libraries designed to streamline the software development lifecycle.

~~We target two of the AI market’s highest-impact verticals that require AI accelerated computing at the edge: short cycle industrial and long cycle automotive.~~Services

~~Short~~We ~~Cycle~~also ~~Industrial~~offer strategic consulting services to configure our hardware and licensed intellectual property to a customer’s needs.

Our accelerator cards can be embedded in a variety of host platforms, such as AI boxes, industrial PCs, rugged computer systems, and AI server blades for deployment in racks and data centers. This versatility enables systems based on our products to be deployed across an extensive set of use-cases and market verticals, enabling applications such as computer vision, advanced video analytics and AI inference. Our products and applications can provide optimal solutions to the various needs of enterprise, commercial, industrial and defense customers, while many other current solutions in the market are fragmented, with multiple vendor platforms, leaving customers with the associated cost and complexity of making the pieces work together.

We believe we are uniquely positioned to provide value to the market due to the following:

Our programmable hardware and AI Studio software platform enables customers to fully and easily integrate their solutions and deploy to market faster and more efficiently.

The ease of use of our products allows customers to quickly deploy, manage, and extract contextual value from their analytics to meet their needs. We enable our customers to easily update their models when new data becomes available, without having to resort to scarce and expensive data science skilled resources.

Blaize’s dynamic hardware and software solutions enable proactive maintenance, ongoing optimization and enhanced security in tailored applications, such as in full-field asset tracking and monitoring functions related to security and monitoring.

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Long Cycle Automotive

Our GSP provides an efficient way to run standard and customized neural networks in automobiles and other transportation vehicles. We expect to use our GSP-based platforms to replace power-consuming GPU and Field Programmable Gate Arrays chips, improving system efficiency advantage and a single scalable architecture across various use cases. In addition, we provide full programmability for a range of platforms, dynamic workloads, and updates. By combining low latency with low power consumption, our GSP is designed to efficiently process AI workloads at the automotive edge, either as an embedded or accelerator solution.

We consider our technology to be uniquely positioned to win in this market. The automotive value chain is quickly evolving with profits coming from the ability of automotive OEMs and Tier-1 suppliers to offer software upgrades and new features in the field. Our technology can bring considerable advantages in these applications due to the programmability of the hardware, the support for industry standards and the overall advantage in total cost of ownership.

Our technology roadmap is robust and expected to meet the ever-growing complexity and size of models for current and future demands of autonomous driving.

Our Products

Our product portfolio includes highly efficient, programmable AI processors designed for deployment across multiple verticals, including enterprise, industrial, commercial, defense, and automotive markets. Our AI computing platforms power applications such as computer vision, advanced video analytics, and AI inference, all while ensuring compatibility with industry standards for rapid integration into our customers' existing systems and workflows. Additionally, our software tools empower non-expert practitioners to deploy AI models quickly and effectively without the need for extensive coding expertise.

We have created an innovative type of AI computing accelerator, the GSP. This processor has been designed from the ground up for computer vision and machine learning applications. It is fully programmable, making it flexible and adaptable for the foreseeable future. The GSP leverages parallelism at data, instruction, task, chip and system level — streamlining execution processing and enabling low energy consumption, high performance and scalability. These advantages are demonstrated time and time again through the numerous technical evaluations that customers undertake on their own data. As the demands of edge AI inference continue to increase at a rapid pace, and customer data is evolving and changing frequently, our GSP has key advantages in enabling customer confidence.

Our hardware products are compute cards that incorporate our GSP and come in a comprehensive set of commonly used form factors. We work closely with OEM vendors to qualify these cards to add AI compute acceleration to their systems, delivering solutions across a broad spectrum of performance points and deployment verticals, from edge to data center inference. We continue to expand the range and variety of servers and edge AI boxes powered by us that meet the demands of a wide range of customer use cases.

We support industry standard Application Programming Interfaces (“APIs”) and frameworks, enabling customers to execute current models and develop new applications on our hardware. We also provide a comprehensive software suite, Blaize AI Studio (“AI Studio”). This is an intuitive and visual non-code environment intended to simplify the creation and deployment of AI models, with the goal of empowering developers and data scientists to build and optimize AI applications more efficiently. Our AI Studio features a robust set of tools and libraries, and is designed to streamline the development lifecycle, allowing organizations to bring AI-powered solutions to market more quickly.

Collaborating with system integrators, software vendors, and hardware manufacturers, we are continuously expanding our technology ecosystem to ensure seamless integration and interoperability with existing infrastructure and AI frameworks. This approach enables organizations to leverage their existing investments while adopting our innovative AI capabilities.

The current generation of our products are primarily focused on video analytics applications and AI inference at the edge. Our current technology can address the autonomous systems market for drones, robotics and automotives, including AI accelerators for cockpit, in-cabin and infotainment applications.

Our current hardware products place us in a strong position into the rapidly expanding AI accelerator market today. We have worked with many customers in testing and technical evaluations across industries, such as enterprise, defense and automotive. In addition to hardware sales, we believe we are well positioned for growth in our software sales and services through our comprehensive, pre-integrated software stack, vertically integrated solutions, AI Studio development platform, and analytics framework and toolkit.

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Product Roadmap

Our product roadmap focuses on creating optimized solutions that can fulfill customer demands for AI applications at the edge. The main target markets include: enterprise, commercial, industrial, and automotive. These markets require low-power systems with highly optimized total cost of ownership, agility and flexibility on development and deployment, and a reliable supply chain. We believe our technology and targeted marketing strategy are designed to deliver products that meet and exceed those requirements.

As part of our hardware offering, we deliver solutions that include silicon chips, boards, and systems. These are complemented with full-stack software that includes a Software Development Kit (“SDK”), optimized libraries for visual analytics, AI, high-performance computing, and AI Studio, which is a complete application development and deployment platform that enables customers to create, optimize, deploy, and maintain their own solutions.

We believe the scalable and programmable nature of our product architecture positions us well to provide advantageous AI solutions for the rapidly changing demands of AI applications and allows us to differentiate our products from established and emerging competitive alternatives that focus on raw performance for specific and narrow workloads.

The existing products will enable us to capture market share for video analytics applications in verticals such as retail, defense and healthcare by embedding in devices such as surveillance and security cameras, edge servers (including edge data centers), drones, machine vision (including industrial automation) and robotics. As these markets are established, we believe we will be able to expand into adjacent verticals through updated hardware and software products.

Our Strategy

The key elements of our strategy for growth include focusing on the following areas:

Scaling through expansion of our current products to reach deeper into our own industry’s verticals and expanding into adjacent verticals.

Growing our ecosystem of hardware manufacturers and independent software vendors specializing across a variety of industry verticals and form new partnerships with them to bring innovative turn- key solutions to market.

Continuing to enhance the features available in AI Studio in order to target a wider community of developers, including universities and other institutes of higher education.

Incorporating market AI trends into the design of our next-generation System-on-a-Chip (“SoC”) to further expand our total addressable market.

Sales and Marketing

Our commercial organization utilizes research to identify key markets and sales opportunities across our target markets. Our marketing activities focus on ~~elevating~~integrating ~~brand~~our branded products into complementary hardware, ~~product~~promoting ~~and~~our ~~value~~branded ~~proposition~~products, and raising awareness ~~across~~of ~~the~~our ~~broader~~product ~~industry,~~offerings ~~with~~to prospects in selected target ~~verticals~~markets. This includes participation at trade events, demonstrations of ~~Blaize~~our technology, collaborations and co-promotions with ecosystem partners, social campaigns, competitive positioning and other marketing activities.

Our go-to-market (“GTM”) strategy focuses on creating a partnership ecosystem to develop and define a portfolio of end-to-end, market ready solutions powered by our products that addresses enterprise customer requirements in the enterprise, commercial, industrial and defense verticals.Customers

WeOur ~~focus~~revenue ~~our~~has ~~marketing~~been generated from a limited number of significant customers, some of whom have been, and ~~sales~~may ~~efforts~~in onthe future be, related parties. For the ~~following~~year ~~areas:~~ended December 31, 2025, two major customers located in China accounted for 61% and 27% of our total revenue, respectively. Neither of these customers was a related party. In 2025, all of our revenue was attributable to sales of hardware and software products, with no revenue generated from services.

~~Hardware~~In ~~powered~~2024, by98% ~~Blaize — we~~of ~~build,~~our ~~qualify~~revenue was attributable to two different customers, located in the United States and ~~quantify~~Japan, ~~market-ready~~both ~~hardware~~of ~~solutions~~whom ~~with~~were arelated ~~large~~parties. ~~number~~In 2024, substantially all of ~~OEMs;~~our revenue was derived from providing strategic consulting services, and these service contracts have since expired.

~~Our~~Since ~~unique~~our ~~full~~revenue ~~stack~~is ~~approach — we~~currently ~~are~~concentrated ~~well~~among ~~positioned~~a tosmall ~~deliver~~number ~~fully~~of ~~integrated~~customers, ~~software~~revenue ~~and~~recognized ~~hardware~~from ~~solutions~~any ~~which~~one ~~include~~significant ~~innovative~~customer ~~developer~~may ~~tools.~~change ~~Unlike~~the ~~alternative~~geographical ~~hardware~~mix ~~vendors,~~of ~~we believe~~ our ~~full-stack~~revenue. ~~approach~~Going ~~helps~~forward, uswe expect to ~~engage~~derive ~~directly~~revenue ~~with~~from ~~our~~sales ~~customers~~of tothird-party ~~deliver~~ solutions ~~that fix their problems~~ and ~~add~~our ~~value~~hardware ~~to their endeavors. The resulting intimate relationship enables Blaize to gain important insight into customers’ data~~ and ~~needs~~software products, ~~which~~as inwell ~~turn~~as ~~are~~from ~~incorporated~~strategic ~~into~~consulting ~~our innovation and product roadmap;~~services.

~~Applications powered by Blaize — our team concentrates on qualifying with application partners that deliver customer-facing software and services in our focused verticals;~~Manufacturing

~~Ecosystem~~We ~~channel~~outsource ~~delivery — we~~all ~~contract~~of ~~with~~our ~~cloud,~~manufacturing ~~distribution,~~in ~~integration,~~relation ~~and~~to ~~value-add resellers already supporting~~ our ~~target~~AI ~~markets;~~chips and PCIe cards.

~~Enterprise~~Samsung ~~adoption — we~~Foundry ~~promote~~is ~~market~~our ~~ready~~foundry ~~solutions~~for ~~powered~~the bycurrent ~~Blaize~~generation SoC. All packaging and ~~present~~testing ~~use~~of ~~cases~~the ~~that~~SoC ~~meet~~is performed by our ~~customers’~~partners ~~varying~~located ~~budget~~in Taiwan. Our design and ~~deployment~~manufacturing ~~requirements.~~partners closely monitor and reserve raw materials

~~Table~~for ofsilicon ~~Contents~~wafers and related packaging for our finished SoCs. The raw materials and components used in our products include silicon, polymers, copper, aluminum, other metal alloys, and plastics, which are generally available throughout the world but are largely provided by companies in China.

~~Government~~We ~~Regulations~~also have manufacturing contracts with Plexus, a contract manufacturer with a facility located in Penang, Malaysia, that provides new product introduction services and mass produces all of our products. In addition to performing printed circuit board assembly, final assembly, and functional testing for our products, Plexus procures raw material components to meet our periodic build forecasts and provides turnaround shipments of our products to our third-party logistics partner and customers around the world. The raw materials and components that we use include integrated circuits, epoxy glass fabric laminate, metals, plastics, resistors, capacitors, inductors, transistors, diodes, and sensors, which are generally available throughout the world, but largely provided by companies in Asia.

We are subject to various laws and regulations in the U.S. and internationally, which may expose us to liability, increase costs or have other adverse effects that could harm our business. These laws and regulations include but are not limited to data privacy and data localization, copyright or similar laws, anti-spam, consumer protection, employment, and taxation. Compliance with such laws can require changes to our business practices and significant management time and effort. Additionally, as we continue to develop and improve consumer-facing products and services, and as those offerings grow in popularity, the risk that additional laws and regulations will impact our business will continue to increase.Competition

Our scalable and programmable architecture enables us to sell into a broad set of markets and applications. As a result, our competitors vary depending on the target market line of business.

Government Regulation

We are subject to various laws and regulations in the United States (“U.S.”) and internationally. These laws and regulations include, but are not limited to, data privacy and data localization, copyright and other intellectual property laws, anti-spam, consumer protection, employment, export control laws, tariffs, and taxation.

Data Protection and Privacy

~~All~~The ~~states~~overall ~~have~~regulatory ~~adopted~~framework ~~laws~~for ~~requiring~~AI ~~notice~~and tomachine ~~consumers~~learning oftechnologies ~~certain~~(“AI ~~security~~Technologies”) ~~breaches~~is ~~involving~~rapidly ~~their~~evolving ~~personal~~as ~~information.~~many ~~In the event of a security breach~~federal, ~~these~~state ~~laws~~and ~~may~~foreign ~~subject~~governmental usbodies ~~to incident response, notice~~ and ~~remediation~~agencies ~~costs.~~have ~~Failure~~introduced, ~~to safeguard data adequately~~ or toare ~~destroy~~currently ~~data~~considering, ~~(including~~AI ~~personal~~laws ~~information)~~and ~~securely~~regulations. ~~could subject us to regulatory investigations~~Additionally, ~~enforcement~~existing ~~actions,~~laws and ~~litigation~~regulations ~~under~~may ~~federal~~be orinterpreted ~~state~~in ~~data~~ways ~~privacy,~~that ~~data~~could ~~security,~~affect ~~unfair~~the ~~practices,~~operation ~~consumer~~of ~~protection,~~our orAI ~~other laws~~Technologies. ~~The~~As ~~scope~~a ~~and~~result, ~~interpretation~~implementation ofstandards ~~these laws could change,~~ and ~~the~~enforcement ~~associated~~practices ~~burdens~~are ~~and~~likely ~~compliance~~to ~~costs~~remain ~~could~~uncertain ~~increase~~for in the foreseeable future.

Privacy and security laws and regulations, cross-border data transfer restrictions, data localization requirements, and other domestic or foreign laws or regulations may expose us to liability, or otherwise adversely affect our business. Laws and regulations related to data privacy and the collection, processing, and disclosure of personal information are constantly evolving. Such laws and regulations could restrict our ability to store and process personal information (in particular, our ability to use personal information for purposes such as risk or fraud avoidance, marketing, or advertising), to control our costs by using certain vendors or service providers in certain jurisdictions and could limit our ability to effectively market or advertise to interested buyers and, in general, increase the resources required to operate our business. Additionally, such laws and regulations are often inconsistent and may be subject to amendment or reinterpretation, which may cause us to incur significant costs and expend significant effort to ensure compliance.

The overall regulatory framework for AI and machine learning technologies (“AI Technologies”) is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced, or are currently considering, AI laws and regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of our AI Technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.

For example, in the U.S., the Biden administration issued a broad Executive Order on the Safe, Secure and Trustworthy Development and Use of Artificial Intelligence (the “2023 AI Order”) that sets out principles intended to guide AI design and deployment for the public and private sectors and signals the increase in governmental involvement and regulation over AI Technologies. The 2023 AI Order established certain new requirements for the training, testing and cybersecurity of sophisticated AI models and large-scale compute centers used to train AI models and instructed several other federal agencies to promulgate additional regulations. Already agencies such as the Department of Commerce and the Federal Trade Commission have issued proposed rules. On January 20, 2025, President Trump signed an Executive Order revoking the 2023 AI Order, and on January 23, 2025, issued an Executive Order entitled “Removing Barriers to American Leadership in Artificial Intelligence.” The new Executive Order seeks to maintain US leadership in AI innovation, “revokes certain existing AI policies and directives that act as barriers to American AI innovation,” and directs the Assistant to the President for Science and Technology, working with agency heads, to identify such policies and directives. This new Executive Order also requires the development of a new AI action plan within 180 days that must be “free from ideological bias or engineered social agendas.” While this action could indicate a less interventionist approach to AI than the prior administration, it is not clear how this new Executive Order will be implemented or whether it will affect rules issued by other agencies following the principles set forth in the 2023 AI Order.

Legislation related to AI Technologies has also been introduced at the federal level and is advancing at the state level. For example, Colorado recently passed an AI Act, which regulates the development, deployment, and use of AI systems and the California Privacy Protection Agency is currently in the process of finalizing regulations under the California Consumer Privacy Act regarding the use of automated decision-making.

The developing landscape, and the uncertain interpretation of such landscape, may affect our use of AI Technologies and our ability to provide, improve or commercialize our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us and could adversely affect our business, operations and financial condition. For more information, please refer to “Risk Factors – We may in the future, use and develop AI, machine learning and automated decision-making technologies throughout our business, which may expose us to certain regulatory and other risks that could adversely affect our results of operations and financial condition.”

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Our failure to comply with these privacy, security and AI laws or regulations could expose us to significant fines and penalties imposed by regulators and has in the past and could in the future expose us to legal claims by buyers, or other relevant stakeholders. Some of these laws permit individual or class action claims for certain alleged violations, increasing the likelihood of such legal claims. Similarly, many of these laws require us to maintain an online privacy policy, terms of service, and other informational pages that disclose our practices regarding the collection, processing, and disclosure of personal information. If these disclosures contain any information that a court or regulator finds to be inaccurate, we could also be exposed to legal or regulatory liability. Any such proceedings or violations could force us to spend money in defense or settlement of these proceedings, harm our reputation, result in the imposition of monetary liability or demanding injunctive relief, divert management’s time and attention, increase our costs of doing business, and materially adversely affect our reputation.

Anti-Corruption, Sanctions and CFIUS

We are subject to the ~~U.S. Foreign Corrupt Practices Act of 1977, as amended (“~~FCPA”). The FCPA prohibits corporations and individuals from engaging in improper activities to obtain or retain business or to influence a person working in an official capacity. It prohibits, among other things, providing, offering, or promising, directly or indirectly, anything of value to any foreign government official or employee, or any political party or official thereof, or candidate for political office to improperly influence, induce, obtain ~~and~~or retain business from, expedite or secure the performance of official acts of a routine nature, secure an improper advantage, or otherwise violate any ~~of the Anti~~anti-~~Bribery~~bribery laws, from ~~such or~~ any such person. Similar laws exist in other countries, such as the UK, which restrict improper payments to persons in the public or private sector. ~~Many countries have laws prohibiting these types of payments within the respective country.~~ Historically, technology companies have been the target of FCPA and other anti-corruption investigations and penalties.

In addition, we are subject to U.S. and foreign laws and regulations that restrict our activities in certain countries and with certain persons. These include the economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control and the export control laws administered by the U.S. Commerce Department’s Bureau of Industry and Security.

Investment in the Company by non-U.S. investors may be subject to the jurisdiction of and review by ~~the Committee on Foreign Investment in the U.S. (“~~CFIUS”), which has the power to rescind or mitigate transactions, or impose monetary penalties for violations of CFIUS regulations. Because we develop technology that is deemed “critical” from a U.S. national security perspective, certain investments by non-U.S. persons or entities could trigger mandatory CFIUS filings before an investment is allowed to close.

Intellectual Property

We believe our success depends in part upon our ability to develop and protect our core technology and intellectual property rights. We have built a portfolio of intellectual property rights, including issued patents and registered trademarks, copyrights, confidential technical information, and expertise in the AI and MLmachine learning at the edge sectors.

We own numerous issued patents and pending patent applications. As of December 31, ~~2024~~2025, we held 3943 patents and had 1716 pending patent applications. Our patents are expected to expire between June 16, 2031 and September 24, 2044. ~~Our~~We own two issued ~~and allowed~~ foreign patents, ~~include~~one ~~patents~~ in ~~two separate countries:~~ the United Kingdom and one in the Republic of Korea. Our five pending foreign patent applications include patent applications in India. Our patents contain a broad range of claims related to the field of AI and parallel processing architecture.

In addition to actively seeking patent protection covering inventions originating from us, from time to time, we review opportunities to either acquire patents outright, or ~~in-license~~licenses to use patents, to the extent we believe such patents may be useful or relevant to our business.

We have filed patent and trademark applications in order to further secure these rights and strengthen our ability to defend against third parties who may infringe on our rights. We also rely on trade secrets, design and manufacturing know-how, and continuing technological innovations to maintain and improve our competitive position. Additionally, we protect our proprietary rights through agreements with our commercial partners, supply- chain vendors, employees, and consultants, as well as close monitoring of the developments and products in the industry.

~~Human Capital~~Employees

As of December 31, ~~2024~~2025, we employed a254 ~~total of approximately 232~~ people ~~globally~~, ~~including~~of 56whom ~~people~~228 onwere a full-time ~~basis in the U~~employees.S. and 164 people on a full-time basis internationally, either directly through our international subsidiaries or through a professional employer organization. This included approximately 166 hardware and software engineers. As the Company scales to deliver on its product roadmap, we expect to significantly expand our engineering teams. We also engage consultants and contractors to supplement our permanent workforce where the skill is specialized and temporary. None of our employees are represented by a labor union or covered by collective bargaining agreements. ~~We believe we have strong and positive relations with our employees.~~

10ITEM 1A. RISK FACTORS

~~Table~~The following risk factors should be considered in addition to the other information, including Item 7. and Item 8. of ~~Contents~~this Annual Report on Form 10-K. The following risks could harm our business, financial condition, results of operations or reputation, which could cause our stock price to decline. Additional risks, trends and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation. Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Corporate Information

Blaize Holdings, Inc. was incorporated in the State of Delaware on March 2, 2021, under the name of BurTech Acquisition Corp. In connection with the consummation of the Merger, we changed our name to Blaize Holdings, Inc. and amended and restated our certificate of incorporation (as amended, the “A&R Charter”), and amended and restated our bylaws (as amended, the “A&R Bylaws”), both effective as of January 13, 2025.

Our principal executive office is located at 4659 Golden Foothill Parkway in El Dorado Hills, California, 95762, which is where our records are kept and the principal business address for our executive officers. Our corporate telephone number is (916) 347-0050.

Available Information

We file our annual, periodic and current reports, and other required information, electronically with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically. We also make available on our website at https://ir.blaize.com, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We use our website, press releases, public conference calls and public webcasts as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels. The contents of the websites referred to above are not incorporated into this filing.

Item 1A. Risk Factors.

The following risk factors should be considered in addition to the other information, including Item 7. and Item 8., of this Annual Report. The following risks could harm our business, financial condition, results of operations or reputation, which could cause our stock price to decline. Additional risks, trends and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation. Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risk Factors Summary

The following is a summary of the principal risks and uncertainties described in more detail in this ~~annual~~Annual ~~report~~Report on Form 10-K:

•We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability.

~~Our~~•We ~~independent~~depend ~~registered~~on ~~public~~a ~~accounting~~small ~~firm’s~~number ~~report~~of ~~contains~~customers, anincluding ~~explanatory~~related ~~paragraph~~parties, ~~that~~for ~~expresses~~a ~~substantial~~significant ~~doubt~~portion ~~about~~of our ~~ability~~revenue, toand ~~continue~~our asaccounts areceivable ~~going~~balances ~~concern~~are similarly concentrated.

•Our ~~partnerships~~business ~~with~~may ~~certain~~depend ~~automotive~~on ~~OEMs~~our ~~and~~ability ~~Tier-1~~to ~~suppliers~~expand ~~are~~sales ~~long-term~~to incustomers ~~nature~~located outside of the United States, and we ~~will~~may ~~not~~experience ~~receive~~difficulties ~~firm~~in ~~purchase~~collections ~~order~~of ~~commitments~~our ~~until~~accounts wereceivable, ~~deliver~~or ~~our~~other ~~auto-grade~~matters ~~chip~~that could adversely affect our revenue.

~~Our~~•Development ~~future~~of ~~revenue~~our ~~and~~next-generation ~~operating~~chip ~~results~~may ~~will~~ be ~~harmed~~delayed ~~if we are unable to acquire new customers, retain existing customers, terminate existing customer~~ or ~~partnership~~may ~~contracts~~not orbe ~~expand~~feasible ~~sales~~due to ~~our~~financial ~~existing customers~~constraints.

We•Our ~~may~~customer ~~not~~pipeline bemay ~~able~~take time to ~~successfully~~mature ~~implement~~and ~~our~~may ~~growth~~not ~~strategy~~result onin arevenue ~~timely basis or at all~~opportunities.

~~Failure~~•A tosubstantial ~~effectively~~portion ~~develop~~of ~~and~~our ~~expand~~revenue ~~our~~for ~~marketing~~the ~~and~~fiscal ~~sales~~year ~~capabilities~~ended ~~could~~December ~~harm~~31, ~~our~~2025 ~~ability~~was togenerated ~~increase~~from ~~our~~sales ~~customer~~of ~~base~~third-party ~~and~~hardware ~~achieve~~products. ~~broader~~These ~~market~~products ~~acceptance~~generally ofcarry ~~our~~lower ~~platform~~gross ~~and~~margins ~~products.~~compared to our

~~Our sales cycle with large enterprise customers can be long and unpredictable, and our sales efforts require considerable time and expense.~~7

Ifbranded weofferings. ~~fail~~As toa ~~maintain~~result, orour ~~grow~~overall ~~our~~profitability ~~brand~~may ~~recognition,~~be ~~our~~adversely ~~ability~~affected toif ~~expand~~the ~~our~~proportion ~~customer~~of ~~base~~third-party ~~will~~hardware besales ~~impaired~~remains ~~and~~high ~~our~~or ~~financial~~increases ~~condition~~in ~~may~~future ~~suffer~~periods.

If•Our wepartnerships ~~fail~~with tocertain ~~offer~~automotive ~~high~~OEMs ~~quality~~and ~~support,~~Tier-1 ~~our~~suppliers ~~business~~are long-term in nature, and ~~reputation~~we ~~could~~will ~~suffer~~not receive firm purchase order commitments until we deliver our auto-grade chip.

We•Our ~~depend~~future onrevenue ~~timely~~and ~~supply~~operating ofresults ~~materials~~could ~~sourced~~be ~~from~~harmed aif ~~limited~~we ~~number~~are ofunable ~~suppliers,~~to ~~and~~acquire ~~are~~new ~~directly~~customers, ~~impacted~~retain byexisting ~~unexpected~~customers, ~~delays~~ or ~~problems~~expand ~~from~~sales to our ~~third-party~~existing ~~manufacturers~~customers.

•We ~~depend~~may onnot ~~third-party~~be ~~manufacturers,~~able ~~including~~to ~~Samsung~~successfully ~~Foundry~~implement ~~and Plexus, for producing~~ our ~~products,~~growth ~~and~~strategy inon ~~the event of~~ a ~~disruption~~timely inbasis ~~our supply chain, any efforts to develop alternative supply sources may not be successful~~ or ~~may~~at ~~take longer to take effect than anticipated~~all.

11•Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform and products.

~~Table~~•The ofsales ~~Contents~~cycle with large enterprise customers can be long and unpredictable, and our sales efforts require considerable time and expense.

•If we fail to ~~improve~~offer ~~and~~high ~~enhance~~quality ~~the functionality~~support, ~~performance, reliability, design, security and scalability of~~ our ~~platform~~business and ~~products~~reputation ~~and~~could ~~innovate and introduce new solutions in a manner that responds to our customers’ evolving needs, our business may be adversely affected~~suffer.

If•We wedepend ~~fail~~on tothird-party ~~manage~~manufacturers, including Samsung Foundry and Plexus, for producing our ~~growth~~AI ~~effectively~~chips, weand ~~may~~in bethe ~~unable~~event toof ~~execute~~a disruption in our ~~business~~supply ~~plan~~chain, ~~maintain~~any ~~high~~efforts ~~levels~~to ofdevelop ~~service~~alternative ~~and~~supply ~~customer~~sources ~~satisfaction~~may not be successful or ~~adequately~~may ~~address~~take ~~competitive~~longer ~~challenges~~to take effect than anticipated.

We•If ~~may~~we ~~acquire~~fail orto ~~invest~~improve inand ~~companies,~~enhance ~~which~~the ~~may~~functionality, ~~divert~~performance, ~~our~~reliability, ~~management’s~~design, ~~attention~~security and ~~result~~scalability inof ~~additional~~our ~~dilution~~platform toand ~~our~~products ~~stockholders.~~and Weinnovate ~~may~~and beintroduce ~~unable~~new tosolutions ~~integrate~~in ~~acquired~~a ~~businesses~~manner ~~and~~that ~~technologies~~responds ~~successfully~~to orour ~~achieve~~customers’ ~~the~~evolving ~~expected~~needs, ~~benefits~~our ofbusiness ~~such~~may ~~acquisitions~~be adversely affected.

•We ~~face~~may ~~intense~~not ~~competition,~~be ~~especially~~successful ~~from~~in ~~well-established~~driving ~~companies~~the ~~offering~~global ~~solutions~~deployment and ~~related~~customer ~~applications.~~adoption Weof ~~may~~digital ~~lack~~offerings ~~sufficient~~characterized ~~financial~~by ordigital ~~other~~applications ~~resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers~~ and ~~grow our business~~solutions.

We•If ~~may~~we ~~need~~fail to ~~reduce~~manage orour ~~change~~growth ~~our~~effectively, ~~pricing~~we ~~model~~may be unable to ~~remain~~execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive challenges.

If•We weface ~~fail~~intense tocompetition, ~~adapt~~especially ~~and~~from ~~respond~~well-established ~~effectively~~companies tooffering ~~rapidly~~solutions ~~changing~~and ~~technology,~~related ~~evolving~~applications. ~~industry~~We ~~standards,~~may ~~and~~lack ~~changing~~sufficient ~~customer~~financial ~~needs~~or other resources to maintain or ~~preferences,~~improve our ~~platform~~competitive ~~and~~position, ~~products~~which may ~~become~~harm ~~less~~our ~~competitive~~ability to add new customers, retain existing customers and grow our business.

~~The~~•We ~~estimates of market opportunity and forecasts of market growth included in this Annual Report~~ may ~~prove~~need to bereduce ~~inaccurate.~~or ~~Even~~change ~~if the market in which we compete achieves the forecasted growth,~~ our ~~business~~pricing ~~could~~model ~~fail~~ to ~~grow~~remain ~~at similar rates, if at all~~competitive.

We•If ~~depend~~we onfail ~~our~~to ~~senior~~adapt ~~management team~~ and ~~the~~respond ~~loss~~effectively ofto ~~one~~rapidly orchanging ~~more~~technology, ~~key~~evolving ~~employees~~industry orstandards, anand ~~inability~~changing tocustomer ~~attract~~needs ~~and~~or ~~retain~~preferences, ~~highly~~our ~~skilled~~platform ~~employees~~and products may ~~adversely~~become ~~affect~~less ~~our business~~competitive.

If•The weestimates ~~are~~of ~~unable~~market opportunity and forecasts of market growth included in this Annual Report on Form 10-K may prove to ~~hire,~~be ~~retain~~inaccurate. ~~and~~Even ~~motivate~~if ~~qualified~~the ~~personnel~~market in which we compete achieves the forecasted growth, our business ~~will~~could ~~suffer~~fail to grow at similar rates, if at all.

•If our software or hardware contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle claims with our customers.

•We ~~process~~currently ~~proprietary~~optimize, ~~confidential,~~quantize and ~~personal~~fine-tune ~~information,~~existing ~~which~~AI ~~may~~models ~~subject~~and usmay toin ~~certain~~the ~~laws~~future, oruse ~~other~~and ~~obligations~~develop ~~regarding~~AI, ~~the~~machine ~~privacy~~learning and ~~security~~automated ofdecision-making ~~such~~technologies ~~information.~~throughout Ifour ~~we fail to comply with applicable laws or obligations~~business, orwhich ifmay ~~the~~expose ~~confidentiality,~~us ~~integrity,~~to orcertain ~~availability~~regulatory ofand ~~this~~other ~~information~~risks orthat ~~our~~could ~~information~~adversely ~~technology~~affect ~~systems is compromised,~~ our ~~reputation~~results ~~may~~of beoperations ~~harmed~~ and wefinancial ~~may be exposed to liability and loss of business~~condition.

•We ~~currently~~depend ~~optimize,~~on ~~quantize and fine~~third-~~tune~~party ~~existing~~data AIhosting ~~models~~ and ~~may~~transmission inservices. ~~the~~Increases ~~future~~in cost, ~~use~~interruptions ~~and~~in ~~develop AI~~service, ~~machine~~latency ~~learning~~or ~~and~~poor ~~automated~~service ~~decision~~from our third-~~making~~party ~~technologies~~data ~~throughout~~center ~~our~~providers ~~business,~~could ~~which~~impair ~~may~~the ~~expose~~delivery usof toour ~~certain~~platform, ~~regulatory~~which ~~and~~could ~~other~~result ~~risks~~in ~~that~~customer ~~could~~dissatisfaction, ~~adversely~~damage ~~affect~~to our ~~results~~reputation, loss of ~~operations~~customers, limited growth and ~~financial~~reduction ~~condition~~in revenue.

•We ~~depend~~rely on third-party ~~data~~proprietary ~~hosting~~ and ~~transmission~~open ~~services.~~source ~~Increases~~materials infor ~~cost,~~our ~~interruptions~~platform. inOur ~~service,~~inability ~~latency~~to orobtain ~~poor~~third-party ~~service~~licenses ~~from~~for ~~our~~such ~~third-party~~materials, ~~data~~or ~~center~~obtain ~~providers~~them ~~could~~on ~~impair~~favorable ~~the~~terms, ~~delivery~~or ofany ~~our~~errors, ~~platform~~bugs, ~~which~~defects ~~could~~or ~~result~~failures incaused ~~customer~~by ~~dissatisfaction,~~such ~~damage~~materials tocould adversely affect our ~~reputation~~business, ~~loss~~results of ~~customers,~~operations ~~limited growth~~ and ~~reduction~~financial ~~in revenue~~condition.

We•Our ~~rely~~use onof ~~third-party proprietary and~~ open source ~~materials~~software ~~for~~or ~~our~~datasets ~~platform.~~could ~~Our~~subject ~~inability~~us to ~~obtain~~possible ~~third-party~~litigation ~~licenses for such materials,~~ or ~~obtain~~cause ~~them~~us onto ~~favorable~~subject ~~terms,~~our platform or ~~any~~products ~~errors,~~to ~~bugs,~~unwanted ~~defects~~open orsource ~~failures~~license ~~caused~~conditions bythat ~~such materials~~ could ~~adversely~~negatively ~~affect~~impact our ~~business, results of operations and financial condition~~sales.

~~Our~~•We ~~use~~rely ofon ~~open~~computer ~~source~~hardware, ~~software~~purchased or ~~datasets~~leased, ~~could~~and ~~subject~~software uslicensed tofrom ~~possible~~and ~~litigation~~services orrendered ~~cause~~by usthird toparties ~~subject~~in ~~our~~order ~~platform or products~~ to ~~unwanted~~run ~~open source license conditions that could negatively impact~~ our ~~sales~~business.

We•Our ~~could~~growth ~~incur~~depends ~~substantial costs~~ in ~~protecting~~part oron ~~defending~~the ~~our~~success ~~proprietary~~of ~~rights. Failure to adequately protect~~ our ~~rights~~strategic ~~could~~relationships ~~impair~~with ~~our~~third ~~competitive position and we could lose valuable assets, experience reduced revenue and incur costly litigation~~parties.

•We ~~conduct,~~anticipate ~~and~~that ~~Legacy~~our ~~Blaize~~operations ~~conducted,~~will acontinue ~~portion of its business with third-party ecosystem partners~~ to ~~provide~~increase ~~defensive~~in ~~solutions~~complexity ~~that~~as ~~incorporate~~we ~~our products to various foreign and domestic government agencies~~grow, which ~~are~~will ~~subject~~create tomanagement ~~unique risks~~challenges.

•We ~~may~~depend beon ~~subject~~our tosenior ~~additional~~management ~~obligations~~team ~~to collect~~ and ~~remit~~the ~~sales~~loss ~~tax~~of ~~and~~one ~~other~~or ~~taxes.~~more Wekey ~~may~~employees beor ~~subject~~an inability to ~~tax~~attract ~~liability~~and ~~for~~retain ~~past~~highly ~~sales,~~skilled ~~which~~employees ~~could~~may ~~harm~~adversely affect our business.

~~The market price of shares of our common stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.~~8

~~The~~•If ~~market~~we ~~price~~are ofunable ~~our~~to ~~common~~hire, ~~stock~~retain is and ~~could~~motivate ~~remain~~qualified ~~highly volatile~~personnel, ~~and has declined and may continue to decline regardless of~~ our ~~operating~~business ~~performance.~~will ~~You may lose some or all of your investment~~suffer.

~~Our~~•If ~~ability~~we toare ~~timely~~unable ~~raise~~to ~~capital~~maintain inour ~~the~~corporate ~~future~~culture ~~may~~as bewe ~~limited~~grow, orwe ~~may~~could belose ~~unavailable~~the oninnovation, ~~acceptable terms~~teamwork, ifpassion atand ~~all.~~focus ~~Our~~on ~~failure~~execution tothat ~~raise~~we ~~capital~~believe ~~when~~contribute ~~needed~~to ~~could harm~~ our ~~business~~success, ~~operating results~~ and ~~financial~~our ~~condition.~~business ~~Debt issued to raise additional capital~~ may ~~reduce~~be ~~the value of our common stock~~harmed.

12•The obligations associated with being a public company require significant resources and attention from our senior management team.

~~Table~~•Our senior management team has limited experience with the complexities of ~~Contents~~managing a publicly traded company.

~~The~~•If ~~requirements~~we offail ~~being~~to aexecute ~~public~~invention ~~company,~~assignment ~~including~~agreements ~~compliance~~ with ~~the~~our ~~reporting~~employees ~~requirements~~and ofcontractors ~~the~~involved ~~Exchange~~in ~~Act,~~ the ~~requirements~~development of ~~the~~intellectual ~~Sarbanes-Oxley~~property ~~Act~~or ofare ~~2002~~unable ~~(the~~to ~~“Sarbanes-Oxley~~protect ~~Act”) and~~ the ~~requirements~~confidentiality of ~~the~~our ~~Nasdaq~~trade secrets, ~~may~~the ~~strain~~value ~~our~~of ~~resources, increase~~ our ~~costs~~products and ~~require~~our ~~additional~~business ~~attention of management,~~ and wecompetitive ~~may~~position could be ~~unable to comply with these requirements in a timely or cost-effective manner~~harmed.

~~Our~~•We ~~management~~could ~~has~~incur ~~limited~~substantial ~~experience~~costs in ~~operating~~protecting aor ~~public~~defending ~~company~~our ~~and~~proprietary ~~may~~rights. ~~not~~Failure ~~be able~~ to adequately ~~develop~~protect ~~and~~our ~~implement~~rights ~~the~~could ~~governance,~~impair ~~compliance,~~our ~~risk~~competitive ~~management~~position and ~~control~~we ~~infrastructure~~could ~~and~~lose ~~culture~~valuable ~~required for a public company~~assets, ~~including~~experience ~~compliance~~reduced ~~with~~revenue ~~the~~and ~~Sarbanes~~incur ~~Oxley~~costly ~~Act~~litigation.

~~Some~~•In ~~provisions~~general, ofwe ~~Delaware~~are ~~law~~subject to various laws and ~~our~~regulations ~~certificate~~in ofthe ~~incorporation~~U.S. and ~~bylaws~~internationally, which may ~~deter~~expose ~~third~~us ~~parties~~to ~~from~~liability, ~~acquiring~~increased uscosts ~~and~~or ~~diminish~~have ~~the~~other ~~value~~adverse ofeffects ~~our~~that ~~Common~~could ~~Stock.~~harm our business.

~~Our~~•We ~~failure~~are subject to ~~timely~~financial and ~~effectively~~economic ~~implement~~sanctions, export controls and ~~procedures~~similar ~~required~~laws, byand ~~Section~~non-compliance ~~404(a)~~with ofsuch ~~the~~laws ~~Sarbanes‑Oxley~~can ~~Act~~subject us to administrative, civil, and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could ~~negatively~~adversely ~~impact~~affect our business, results of operations, financial condition and reputation.

•We may conduct a portion of our business with third-party ecosystem partners to provide defensive solutions that incorporate our products to various foreign and domestic government agencies, which are subject to unique risks.

•We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws. Non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.

•We process proprietary, confidential and personal information which may subject us to certain laws or other obligations regarding the privacy and security of such information. If we fail to comply with applicable laws or obligations, or if the confidentiality, integrity, or availability of this information or our information technology systems is compromised, our reputation may be harmed and we may be exposed to liability and loss of business.

•There is substantial doubt about our ability to continue as a going concern.

•Currency controls may limit our ability to access or repatriate funds.

•Future issuances of shares of our common stock or other securities convertible into our common stock could cause the market value of shares of our common stock to decline and could result in dilution of your shares.

•We may not be able to meet the continued listing standards of the Nasdaq from time to time. This could result in our common stock being delisted from the exchange.

•Activist shareholders could disrupt our operations, cause uncertainty, and adversely affect our business and stock price.

•We do not intend to pay dividends on our common stock for the foreseeable future, and investors should plan to rely on stock price appreciation for a return on their investment.

•Our ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all, and we cannot be certain when or if our operations will generate sufficient cash to fund our ongoing operations or the growth of our business.

•It is not possible to predict the actual number of shares we will sell to B. Riley under the Committed Equity Facility, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the Committed Equity Facility.

•Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us and diminish the value of our common stock.

•Macroeconomic conditions could materially adversely affect our business, financial condition, results of operations, and prospects.

•Our supply chain and production process may be affected by tariffs on equipment or materials that we may rely on or use for our products, which could also cause our costs to increase.

•Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock.

•Our actual operating results may differ significantly from any guidance that we may provide.

•We may be subject to litigation, claims, investigations, and regulatory actions from time to time.

Risks Related to our Business and Industry

We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability.

We have not yet achieved profitability. During the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we incurred ~~operating~~ losses from operations of $47103.68 million and $3847.56 million, respectively, and used cash in operating activities of $5373.58 million and $2853.05 million, respectively. AsIn ~~of December 31~~2025, ~~2024,~~our werevenue ~~had~~was ansubstantially ~~accumulated~~comprised ~~deficit~~ of ~~$429.3~~sales ~~million.~~of Inthird-party ~~recent~~hardware ~~periods,~~which supports our ~~revenue~~hardware ~~growth~~products, ~~has~~certain ~~been~~of ~~attributed~~our tohardware ~~non-recurring~~products, ~~engineering~~and ~~(“NRE”)~~our ~~engagements~~software ~~with~~products. ~~automotive~~In ~~partners as well as~~2024, ~~beginning~~our inrevenue ~~the~~was ~~fourth~~substantially ~~quarter~~attributed ~~of 2022,~~ to ~~limited~~NRE ~~quantities~~engagements ofwith ~~production~~automotive ~~product shipments to customers~~partners. We intend to continue investing heavily in sales and marketing efforts, but we may not be able to sustain or increase our growth or achieve profitability in the future. In addition, we expect to incur significant additional legal, accounting and other expenses related to us being a public company as compared to when we were a private company. While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate faster than these increases in our operating expenses, we will not be able to achieve and maintain profitability in future periods. As a result, we may continue to generate losses. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain profitability. In 2024, we commenced a program to develop our next-generation silicon products, which are expected to remain in development for at least two years before becoming available for sale. Such chip development is a highly complex process involving specialized third-party partners, and we cannot guarantee that the chip will initially perform as designed. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.

~~Our~~We ~~recent~~depend ~~growth~~on ~~rates~~a ~~may~~small ~~not~~number beof ~~indicative~~customers, including related parties, for a significant portion of our ~~future~~revenue, ~~growth~~and our accounts receivable balances are similarly concentrated.

~~Our~~A ~~prior~~relatively ~~years~~small ~~revenue~~number ~~has~~of ~~largely~~customers ~~consisted~~currently ofaccount ~~NRE~~for, ~~revenue~~and ~~received~~have ~~from~~historically accounted for, a significant portion of our ~~strategic~~revenue ~~partners~~and accounts receivable balance. WeThis ~~have~~customer ~~developed~~concentration exposes us to a ~~customer~~material ~~pipeline~~adverse ineffect ~~recent~~if ~~years~~any ~~and~~of ~~are~~these ~~commencing~~significant ~~the~~customers, ~~delivery~~for any reason, were to significantly reduce purchases, or favor competitors or new market participants. We can provide no assurance that any of ~~hardware~~these ~~and~~significant ~~software~~customers, ~~solutions~~or ~~based~~any onof our ~~production~~other ~~chip~~customers, ~~that~~will ~~came~~continue to ~~market~~utilize atour ~~the~~products ~~end~~or ofservices ~~2022~~at current levels. ~~This~~Our ~~pipeline~~customer isconcentration ~~expected~~may also subject us to ~~convert~~perceived ~~into~~or ~~revenues~~actual ~~from~~bargaining ~~2024/2025~~leverage ~~onwards,~~that ~~but~~our itsignificant customers may ~~not~~have, ~~convert~~given intheir ~~the~~importance ~~timeline~~to weus. ~~expect~~If orour atsignificant ~~all.~~customers Inseek ~~future~~to ~~periods~~renegotiate their agreements on terms that are less favorable to us, and we accept such unfavorable terms, such unfavorable terms may ~~not~~have bea ~~able~~material toadverse ~~sustain~~effect ~~customer~~on ~~pipeline~~our ~~growth~~business, ~~consistent~~results ~~with~~of ~~recent~~operations ~~history~~and financial condition. Furthermore, orindustry atconsolidation ~~all~~and company failures could decrease the number of potential customers for our products and services. ~~The~~A ~~conversion~~decrease in the number of potential customers will increase our ~~pipeline~~reliance ison ~~also~~our ~~not~~current ~~guaranteed~~significant ascustomers ~~there~~and, ~~are~~due ~~several~~to ~~external~~their ~~dependencies~~relative ~~that~~importance weto dous, ~~not~~may ~~control~~further negatively impact our bargaining position with them, ~~before~~and ~~the~~thus ~~end~~our ~~customer~~profitability. isIf ~~ready~~we were to ~~deploy~~lose AIone ~~solutions.~~or ~~Furthermore~~more of our significant customers, weor ~~believe~~have one or more of our ~~revenue~~significant ~~growth~~customers ~~depends~~cancel onkey aprograms ~~number~~or otherwise significantly reduce their volumes of ~~factors~~business with us, ~~including~~or if one or more of our ~~ability~~significant customer were to: fail to pay us in full for the goods and services purchased from us, our sales and profitability would be materially reduced and our business and financial condition would be seriously harmed.

~~expand~~Our business may depend on our ~~eco-system~~ability to expand sales to customers located outside of ~~partners~~the ~~for~~United ~~hardware~~States, and ~~software~~we ~~solutions;~~may experience difficulties in collections of our accounts receivable, or other matters that could adversely affect our revenue.

~~attract~~A ~~new~~substantial part of our sales is outside of the United States and some of our customers have some or all of their operations in countries other than the United States. Customers located in these markets can present unique challenges compared to other markets, including longer payment cycles, difficulties in enforcing agreements and ~~retain~~collecting payments due to us through certain foreign legal systems, higher credit risk, and ~~increase~~fluctuations in the timing and amount of purchase orders. For example, several of our current customers have payment practices and may have payment terms that are longer than customary in the United States, which has delayed, and may in the future continue to delay, our ability to collect amounts due to us. Problems with collections from, or sales to, ~~existing~~any one of those customers; could materially and adversely affect our revenues and results of operations.

~~maintain and expand our relationships with our customers;~~10

~~develop~~Development of our ~~existing~~next-generation ~~platform~~chip ~~and~~may ~~products,~~be ~~introduce~~delayed ~~new~~or ~~functionality~~may tonot ~~our~~be ~~platform~~feasible ~~and~~due ~~develop~~to ~~new~~financial ~~products;~~constraints.

~~expand~~Development ~~into~~of ~~new~~silicon ~~market~~chip ~~segments~~products is a highly complex process involving specialized third-party partners, and ~~internationally;~~we cannot guarantee that any next-generation chip will initially perform as designed. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.

~~secure~~Our ~~long-term~~customer ~~revenue~~pipeline ~~commitments~~may ~~from~~take ~~automotive~~time ~~Original~~to ~~Equipment~~mature ~~Manufacturers~~and ~~(“OEMs”)~~may ~~and~~not ~~Tier-1~~result ~~suppliers~~in revenue opportunities.

In recent years, we have developed a customer pipeline and expect the delivery of our hardware and software solutions based on our production chip that came to market at the end of 2022. This pipeline may not convert in the timeline we expect or at all. In future periods, we may not be able to sustain customer pipeline growth consistent with recent history, or at all. The conversion of our pipeline is also not guaranteed as there are several external dependencies that we do not control, before a customer or end customer is ready to deploy AI solutions. Furthermore, we believe our revenue growth depends on a number of factors, including our ability to:

•expand our ecosystem of partners for hardware and software solutions;

•attract new customers and retain and increase sales to existing customers;

•maintain and expand our relationships with our customers;

•develop our existing platform and products, introduce new functionality to our platform and develop new products;

•expand into new market segments and internationally; and

•secure long-term revenue commitments from automotive OEMs and Tier-1 suppliers.

We may not accomplish any of these objectives and, as a result, it is difficult for us to forecast our future revenue or revenue growth. If our assumptions are incorrect or change in reaction to changes in our market, or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability. You should not rely on our revenue for any prior periods as any indication of our future revenue or revenue growth.

13A substantial portion of our revenue for the fiscal year ended December 31, 2025 was generated from sales of third-party hardware products. These products generally carry lower gross margins compared to our branded offerings. As a result, our overall profitability may be adversely affected if the proportion of third-party hardware sales remains high or increases in future periods.

~~Table~~Our business strategy has historically emphasized both our strategic consulting services and the development, marketing, and sale of ~~Contents~~our branded AI chip products, which typically yield higher margins due to proprietary technology and value-added features. However, competitive pressures and supply chain considerations have led to a shift in our sales mix. If we are unable to successfully promote and sell our own branded products, or if market conditions continue to favor third-party hardware, our gross margin and net income could decline.

~~Our~~Additionally, ~~independent~~reliance ~~registered~~on ~~public~~third-party ~~accounting~~hardware ~~firm’s~~exposes ~~report~~us ~~contains~~to anrisks ~~explanatory~~related ~~paragraph~~to ~~that~~supplier ~~expresses~~relationships, ~~substantial~~product ~~doubt~~quality, ~~about~~and inventory management. We may have limited control over pricing, product availability, and warranty terms, which could further impact our ~~ability~~financial results. If we are unable to ~~continue~~mitigate asthese arisks ~~going~~or ~~concern~~improve the margin profile of our sales mix, our business, financial condition, and results of operations could be materially and adversely affected.

Our independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in its report for the year ended December 31, 2024, included in the Company’s Current Report on Form 8-K/A, filed on April 14, 2025. Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business. The Company’s ability to continue to meet its obligations, to achieve its business objectives and continue as a going concern is dependent upon several factors, including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. Although the Company intends to raise additional capital through issuances of additional debt and equity, as well as through the consummation of the Business Combination, and is currently taking actions to both source and preserve cash through a combination of the issuance of convertible notes and a possible capital market transaction and has received additional funding in 2024, there is no assurance that additional financing will be available at terms acceptable to us or at all. These factors raise substantial doubt about our ability to continue as a going concern. If we cannot continue as a viable entity, this could materially adversely affect the value of our securities.11

Our partnerships with certain automotive OEMs and Tier-1 suppliers are long-term in nature, and we will not receive firm purchase order commitments until we deliver our ~~auto~~automotive-grade chip.

We have been working with automotive partners for several years and secured long -term joint development agreements for expected revenue predicated upon ~~the~~us ~~Company~~ delivering automotive-grade chips to ~~them~~these partners. The nature of Advanced Driving Assistance Systems (“ADAS”) is still evolving with OEMs continuing to develop their strategies. We believe that our technology is well positioned to be a key contributor in the solutions that are adopted but we do not control the pace at which the industry is moving to deploy ADAS of increasing complexity into their vehicles. ~~Additionally,~~We inhave ~~2023~~not ~~and~~yet ~~2024,~~entered weinto ~~teamed~~any upcontractual ~~with~~arrangements ~~one~~for ~~automotive~~any ~~OEM,~~ADAS ~~Mercedes-Benz~~solutions ~~North~~with ~~America~~any ~~Corporation~~automotive ~~(“Mercedes-Benz”),~~partners ~~and~~based ~~their~~on ~~partner~~our ~~vendors to evaluate their requirements for an advanced L4 platform~~technology. This technology is ~~intended~~not expected to be in production byuntil ~~the~~2028 ~~end~~or ~~of this decade and a phase 1 evaluation recently concluded in the second quarter of 2024~~later. ~~To date, we have recognized approximately $25.0 million and $7.0 million in non-recurring engineering fees from DENSO and Mercedes-Benz, respectively.~~

WeOur ~~anticipate~~ability ~~that~~to ~~Blaize~~continue ~~will be well positioned~~ to ~~resume~~invest ~~this~~in ~~relationship~~developing ~~with Mercedes~~automotive-~~Benz~~grade ~~once~~chips ~~it has confirmed its ADAS roadmap~~ and ~~selected~~software ~~all~~depends ~~other~~upon ~~relevant~~having ~~partners~~access ~~for~~to ~~their~~a ~~next-level~~large ~~platform.~~amount ~~However,~~of ~~Blaize~~capital ~~has~~that ~~not~~is ~~yet entered into any contractual arrangements for this engagement and ADAS solutions with Mercedes-Benz based on Blaize’s technology are not~~ expected to be insourced ~~production~~from ~~until~~revenues ~~2028~~into orother ~~later. Our partnership with our main Tier~~non-1automotive ~~supplier~~markets, ~~DENSO~~based ~~Corporation~~on ~~(“DENSO”)~~our ~~continues~~current ~~with~~set ~~projects centered around Blaize’s software and hardware offerings, including a Proof~~ of ~~Concept Agreement (as defined herein) with aggregate proceeds of approximately $3~~products.0 ~~million~~A ~~upon~~shortfall ~~its completion, as described further~~ in ~~the~~those ~~section~~revenues ~~entitled~~will ~~“Information~~significantly ~~About~~impact ~~Blaize — Material Contracts.” Blaize intends to continue to build on~~ our ~~current~~automotive ~~relationships~~roadmap ~~with Mercedes-Benz~~ and ~~DENSO and to establish new relationships with other~~ automotive OEMs and Tier-1 and Tier-2 partners ~~now~~may ~~and~~choose into ~~the~~adopt ~~future~~competing ~~but~~technologies. weIf dothis ~~not~~occurs, ~~believe~~it ~~Blaize~~will isbe ~~reliant~~extremely ondifficult ~~either of Mercedes-Benz or DENSO currently or in the future. Blaize’s product roadmap expects~~ to ~~have~~retain ~~solutions~~our ~~for~~specialist ~~ADAS~~automotive inskills ~~production beginning in 2028~~ and wethere ~~anticipate~~is ~~recognizing~~a ~~revenues~~high ~~from~~risk ~~these~~of ~~potential~~losing ~~future~~that ~~partnerships~~expertise ~~with automotive OEMs and Tier-1 and Tier-2 partners~~altogether.

Our ~~ability~~future torevenue ~~continue to invest in developing automotive-grade chips~~ and ~~software~~operating ~~depends~~results ~~upon~~could ~~having~~be ~~access~~harmed toif awe ~~large~~are ~~amount~~unable ~~of capital that is expected~~ to beacquire ~~sourced~~new ~~from revenues into other non- automotive markets~~customers, ~~based~~retain onexisting ~~our current set of products. A shortfall in those revenues will significantly impact our automotive roadmap and automotive OEMs and Tier-1 and Tier-2 partners~~customers, ~~including~~or ~~Mercedes-Benz~~expand ~~and~~sales ~~DENSO, may choose~~ to ~~adopt competing technologies. If this occurs, it will be extremely difficult to retain~~ our ~~specialist~~existing ~~automotive skills and there is a high risk of losing that expertise altogether~~customers.

~~Our~~The ~~future~~majority ~~revenue~~of ~~and~~revenues ~~operating~~that ~~results~~we ~~will~~have begenerated ~~harmed~~to ifdate we are ~~unable~~through sales of third-party hardware and paid proof-of-concepts or NRE concepts. Our ability to ~~acquire~~increase ~~new~~revenue ~~customers~~also depends, in part, on our ability to retain existing customers, ~~terminate~~and to sell additional functionality and adjacent products and services to our existing ~~customer~~and new customers. In order for us to maintain or ~~partnership~~improve our results of operations, it is important that our customers renew their contracts with us on the same or ~~expand~~more ~~sales~~favorable terms to us, and increase the proportion of our complementary products in relation to other hardware sales such as servers sourced from third parties. Our ability to increase sales to existing customers and prospective customers depends on several factors, including their experience with using our products and our pricing model.

The majority of revenues that Blaize has generated to date are through paid proof-of-concepts or NRE concepts. Our ability to increase revenue also depends, in part, on our ability to retain existing customers and to sell additional functionality and adjacent products and services to our existing and new customers. In order for us to maintain or improve our results of operations, it is important that our customers renew their contracts with us on the same or more favorable terms to us. Our ability to increase sales to existing customers and prospective customers depends on several factors, including their experience with using our products and our pricing model. Additionally, we or our counterparty may terminate existing or future contracts to which we are party, either for convenience or due to a default, and, in the future, if the portion of contracts that are subject to termination at the election of us or counterparties are material, any such termination may increase our costs and seriously harm our business, results of operations and financial condition.

Our ability to generate revenue may be inconsistent across small and midsize businesses, mid-market, and large enterprise customers, including government agencies, both foreign and domestic. If we experience limited or inconsistent growth in any of these customer sets, particularly our large enterprise customers, our business, financial condition and operating results could be adversely affected.

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We may not be able to successfully implement our growth strategy on a timely basis or at all.

Our future growth, profitability and cash flows depend upon our ability to successfully implement our growth strategy, which, in turn, is dependent upon a number of factors, including our ability to:

•expand our eco-system of partners for hardware and software solutions;

•grow our current customer base;

•acquire new customers;

•scale our business model;

•expand our customer base and customer location footprint;

•ensure a consistent and timely supply chain;

•expand our presence within verticals;

•continue to innovate our product offerings; and

•selectively pursue strategic and value-enhancing acquisitions.

~~There~~We ~~can~~may not be noable ~~assurance~~to ~~that we can~~ successfully achieve any or all of the above initiatives in the manner or time period that we expect. Further, achieving these objectives will require investments which may result in short-term costs without generating any current revenue and therefore may be dilutive to our earnings. We ~~cannot~~may ~~provide~~not ~~any~~be ~~assurance~~able ~~that~~to ~~we will~~ realize, in full or in part, the anticipated benefits we expect our strategy will achieve. The failure to realize those benefits could have a material adverse effect on our business, financial condition and results of operations.

or in part, the anticipated benefits we expect our strategy will achieve. The failure to realize those benefits could have a material adverse effect on our business, financial condition and results of operations.

Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform and products.

Our ability to increase our customer base and achieve broader market acceptance of our platform and products will depend on our ability to expand our marketing and sales operations. We plan to continue increasing the size of our sales force. We also plan to dedicate significant resources to sales and marketing programs, including developing an extensive third-party partner ecosystem. Our business and operating results will be harmed if our sales and marketing efforts do not generate a corresponding increase in revenue. We may not achieve anticipated revenue growth from increasing the size of our sales force if we are unable to hire, develop, and retain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

~~Our~~The sales cycle with large enterprise customers can be long and unpredictable, and our sales efforts require considerable time and expense.

The timing of our sales with our large enterprise customers and related revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for these customers. Large enterprise customers, particularly those in highly regulated industries and those requiring customized applications, may have a lengthy sales cycle for the evaluation and implementation of our platform and/or sales of products. This may cause a delay between increasing operating expenses for such sales efforts and, upon successful sales, the generation of corresponding revenue.

Customers often view our platform and products as a strategic decision with significant investment. As a result, customers frequently require considerable time to evaluate, test, and qualify our platform and products prior to entering into or expanding a subscription or purchase order. During the sales cycle, we expend significant time and money on sales and marketing and contract negotiation activities, which may not result in a sale. Additional factors that may influence the length and variability of our sales cycle include:

•the effectiveness of our sales force as we hire and train our new salespeople to sell to large enterprise customers;

•the discretionary nature of purchasing and budget cycles and decisions;

•the obstacles placed by customers’ procurement process;

•economic conditions and other factors impacting customer budgets;

•customers’ integration complexity;

•customers’ familiarity with edge computing solutions;

•customers’ evaluation of competing products during the purchasing process;

•evolving customer demands;

•the adoption and implementation of regulations that affect our ability to obtain customers in certain regions of the world outside of the U.S.; and

•the adoption and implementation of regulations within the U.S. that impose supply chain and manufacturing location restrictions.

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Given these factors, it is difficult to predict whether and when a sale will be completed, and when revenue from a sale will be recognized. Consequently, a shortfall in demand for our platform and products or a decline in new or renewed contracts in a given period may not significantly reduce our revenue for that period but could negatively affect our revenue in future periods.

If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer.

We believe maintaining and growing our brand is important to supporting continued acceptance of our existing and future solutions, attracting new customers to our platform and products, and retaining existing customers. We also believe that the importance of brand recognition will increase as competition in our market increases. Successfully maintaining our brand will depend largely on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform and products to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions and our ability to successfully differentiate our platform and products. Brand promotion activities may not generate customer awareness or yield increased revenue. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand. If we fail to successfully promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to realize a sufficient return on our brand-building efforts, and our business could suffer.

If we fail to offer high quality support, our business and reputation could suffer.

Our customers rely on our personnel for support related to our subscription and customer solutions. High-quality support is important for the renewal and expansion of our agreements with existing customers. The importance of high-quality support will increase as we expand our business and pursue new customers, particularly large enterprise customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new software to existing and new customers could suffer and our reputation with existing or potential customers could be harmed. In many cases, we will rely upon third-party partners to provide first-line support.

Our inability to hire technical support staff in a timely manner, whether due to market conditions or our own budget constraints, would also affect the quality of support for our customers and partners and could potentially result in business and reputational harms.

We depend on timely supply of materials sourced from a limited number of suppliers, and are directly impacted by unexpected delays or problems from our third-party manufacturers.

Any disruption in the supply chain, such as shortages, unexpected delays or price increases, could significantly impact our manufacturing process and financial stability. Additionally, we are highly dependent on third-party manufacturers for complex processes like wafer fabrication and assembly; therefore, any problems or unexpected delays from these third-party manufacturers could also negatively impact our business and financial performance.

Further, we rely on certain external partners for critical manufacturing steps, including our wafer fabrication and assembly and testing processes which exposes us to significant risks. These processes are highly sensitive, and even minor contamination or technical glitches during wafer fabrication can render a substantial portion of the component unusable. Identifying such problems early in the production cycle and resolving them in a timely manner is often difficult, expensive and time consuming. Therefore, any issues that arise from our third-party chip manufacturers could lead to production delays, increased costs, and could potentially lead to a compromise in the quality and performance of our products, which could significantly impact our business and financial results.

We depend on third-party manufacturers, including Samsung Foundry and Plexus, for producing our ~~products~~AI chips, and in the event of a disruption in our supply chain, any efforts to develop alternative supply sources may not be successful or may take longer to take effect than anticipated.

As a fabless company, ~~Blaize~~we ~~does~~do not manufacture ~~its~~our own semiconductor or SoC products and currently ~~relies~~rely on third-party manufacturers, including Samsung Foundry and Plexus, to produce our products. Additionally, ~~Blaize~~we ~~has~~have a design, manufacturing and sales agreement with VeriSilicon, Inc. (“VeriSilicon”) that provides ~~Blaize~~us with design expertise, support and assistance, and certain deliverables, prototypes, products and services from VeriSilicon. ~~Blaize~~We cannot be sure that these manufacturers will remain in business, or that they will not be purchased by one of ~~Blaize’s~~our competitors or another company that is not interested in continuing to produce these products for ~~Blaize’s~~our intended purpose. Our reliance on these third-party manufacturers subjects us to a number of risks that include, among other things:

~~the interruption of supply resulting from modifications to or discontinuation of a manufacturer’s operations;~~14

~~delays~~•the ininterruption ~~product~~of ~~shipments~~supply resulting from ~~uncorrected~~modifications ~~defects,~~to ~~reliability~~or ~~issues~~discontinuation orof a manufacturer’s ~~variation in a component~~operations;

a•delays ~~lack~~in ofproduct ~~long-term~~shipments ~~supply~~resulting ~~arrangements~~from ~~with~~uncorrected ~~our~~defects, ~~manufacturers~~reliability issues or a manufacturer’s variation in a component;

•a ~~delay~~lack inof ~~delivery~~long-term ~~due~~supply toarrangements ~~its~~with ~~suppliers’~~our ~~prioritizing other customer orders over Blaize’s~~manufacturers;

~~damage~~•a todelay ~~our~~in ~~reputation~~delivery ~~caused~~due byto ~~defective~~its ~~products~~suppliers’ ~~produced~~prioritizing byother ~~our~~customer ~~suppliers~~orders over ours;

~~fluctuation~~•damage into ~~delivery by~~ our ~~suppliers~~reputation ~~due~~caused toby ~~changes~~defective inproducts ~~demand~~produced ~~from~~by our ~~or their other customers~~suppliers;

16•fluctuation in delivery by our suppliers due to changes in demand from our or their other customers;

~~Table~~•interruptions, shortages, delivery delays and potential discontinuation of ~~Contents~~supply as a result of any reasons outside our control;

~~interruptions~~•political, ~~shortages~~legal and economic changes, ~~delivery~~crises ~~delays~~or instability and ~~potential~~civil ~~discontinuation~~unrest ofin ~~supply~~the asjurisdictions awhere ~~result~~our ofmanufacturers’ ~~any~~plants ~~recurrence~~are oflocated, ~~pandemics~~ such as ~~COVID~~changes in China-~~19,~~Taiwan orrelations ~~other~~that ~~reasons~~may ~~outside~~adversely ~~Blaize~~affect our manufacturers’s ~~control~~and suppliers’ operations;

~~political,~~•currency ~~legal~~conversion ~~and~~risks ~~economic changes, crises or instability~~ and ~~civil~~exchange ~~unrest~~rate influctuations; ~~the jurisdictions where Blaize’s manufacturers’ plants are located, such as changes in China-Taiwan relations that may adversely affect Blaize’s manufacturers’~~ and ~~suppliers’ operations;~~

~~currency~~•compliance ~~conversion~~requirements ~~risks~~of ~~and~~U.S. ~~exchange~~customs ~~rate~~and ~~fluctuations;~~international ~~and~~trade regulations.

~~compliance~~Although ~~requirements~~our semiconductor or SoC products could be produced by other manufacturers, any attempt to transition our supply arrangement to one or more other manufacturers could entail significant coordination and expense and could lead to delays in production. If we are unable to arrange for sufficient production capacity among our contract manufacturers or if our contract manufacturers encounter production, quality, financial, or other difficulties, we may encounter difficulty in meeting customer demands as it seeks alternative sources of Usupply, or we may have to make financial accommodations to such contract manufacturers or otherwise take steps to mitigate supply disruption.S Any alternative manufacturers may be unable or unwilling to meet our and our customers’ specifications. ~~customs~~In addition, we may experience supply shortages from some of our suppliers. Any disruption in supply from any supplier or manufacturing location could lead to supply delays or interruptions that could damage our business or financial condition. If any of the risks discussed above materialize, costs could significantly increase, and ~~international~~our ~~trade~~ability ~~regulations~~to meet demand for our products could be impacted.

Although Blaize’s semiconductor or SoC products could be produced by other manufacturers, any attempt to transition our supply arrangement to one or more other manufacturers could entail significant coordination and expense and could lead to delays in production. If Blaize is unable to arrange for sufficient production capacity among our contract manufacturers or if our contract manufacturers encounter production, quality, financial, or other difficulties, Blaize may encounter difficulty in meeting customer demands as it seeks alternative sources of supply, or it may have to make financial accommodations to such contract manufacturers or otherwise take steps to mitigate supply disruption. Any alternative manufacturers may be unable or unwilling to meet Blaize’s and its customers’ specifications. In addition, Blaize may experience supply shortages from some of its suppliers such as what it experienced as a result of the COVID-19 lockdown in China. Any disruption in supply from any supplier or manufacturing location could lead to supply delays or interruptions that could damage Blaize’s business or financial condition. If any of the risks discussed above materialize, costs could significantly increase, and Blaize’s ability to meet demand for its products could be impacted.

If we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform and products and innovate and introduce new solutions in a manner that responds to our customers’ evolving needs, our business may be adversely affected.

The markets in which we compete are characterized by constant change and innovation and we expect them to continue to evolve rapidly, including the potential that our industry transitions to alternative algorithmic approaches to machine learning and artificial intelligence, such as Transformer models. Our success has been based on our ability to identify and anticipate the needs of our customers and design a platform and products that provide them with the breadth of tools that are required. Our ability to attract new customers, retain revenue from existing customers and increase sales to both new and existing customers will depend in large part on our ability to continue to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform and products and to innovate and introduce new solutions. Additionally, our investment in the design of new chips depends on our ability to anticipate market trends and the competitive landscape more than two years in advance.

We expect that new services and technologies applicable to the industries in which we operate will continue to emerge and evolve, including developments in artificial intelligence and edge computing. These new products and technologies may be superior to, impair or render obsolete our platform and the products we currently offer or the technologies we currently use to provide them. We have in the past, and may experience in the future, difficulties with software development that could delay or prevent the development, introduction or implementation of new solutions and enhancements. Software development involves a significant amount of time, resources and cost for our research and development team, as it can take our developers months to update, code and test new and upgraded solutions and integrate them into our platform and products. We must also continually update, test and enhance our software platforms. The continual improvement and enhancement of our platform and products requires significant investment and we may not have the resources to make such investment. Our improvements and enhancements may not result in our ability to recoup our investments in a timely manner or at all. We may make significant investments in new solutions or enhancements that may not achieve expected returns. The success of any enhancement or new solution depends on several factors, including the timely completion and market acceptance of the enhancement or new solution. Our ability to develop new enhancements or solutions may also be inhibited by industry-wide standards, laws and regulations, resistance to change by customers, difficulties relating to integration or compatibility with third-party software or hardware or third parties’ intellectual property rights.

new solution. Our ability to develop new enhancements or solutions may also be inhibited by industry-wide standards, laws and regulations, resistance to change by customers, difficulties relating to integration or compatibility with third-party software or hardware or third parties’ intellectual property rights.

Any new solution we develop or acquire might not be introduced in a timely or cost-effective manner and might not achieve the broad market acceptance necessary to generate significant revenue. Improving and enhancing the functionality, performance, reliability, design, security and scalability of our platform and products is expensive, time-consuming and complex, and to the extent we are not able to do so in a manner that responds to our customers’ evolving needs, our business, operating results and financial condition will be adversely affected.

We may not be successful in driving the global deployment and customer adoption of digital offerings characterized by digital applications and solutions.

Our business involves cloud, edge, AI (including generative AI) and software solutions based on existing AI models, and we are devoting significant resources to develop and deploy such strategies. Our success with these solutions will depend on the level of adoption of our offerings. We incur costs to develop cloud, edge, AI and software solutions and to build and maintain infrastructure to support cloud and edge computing offerings. Success with these solutions depends on execution in many areas, including:

17•establishing and maintaining the utility, compatibility, and performance of our cloud, edge, AI and software solutions (including the reliability of our third-party software vendors, network and cloud providers) on a growing array of medical devices, software and equipment;

~~Table~~•continuing to enhance the attractiveness of ~~Contents~~our solutions to our customers in the face of increasing competition from a significant number of existing and new entrants in the market, while ensuring these solutions meet their reliability and security expectations;

•establishing ~~and~~lasting ~~maintaining~~relationships ~~the~~with ~~utility,~~key ~~compatibility,~~server and ~~performance of our cloud,~~ edge, -AI ~~and~~box ~~software solutions (including the reliability of our third-party software vendors, network and cloud providers) on a growing array of medical devices, software and equipment~~manufacturers;

~~continuing~~•ensuring tothese ~~enhance the attractiveness of our~~ solutions tomeet ~~our~~regulatory ~~customers~~requirements in ~~the~~a ~~face~~fast-moving ofspace ~~increasing~~disrupted ~~competition~~by ~~from~~changing aregulations ~~significant~~around ~~number~~data ofprivacy ~~existing~~ and ~~new~~the ~~entrants~~need infor ~~the market~~innovation, ~~while~~including ~~ensuring~~obtaining ~~these~~marketing ~~solutions~~authorizations ~~meet~~when ~~their~~required; ~~reliability~~ and ~~security expectations;~~

~~establishing~~•adapting ~~lasting~~to ~~relationships~~ever-changing ~~with~~geopolitical ~~key~~regulations ~~server~~on ~~and~~advanced ~~edge-AI~~technologies, ~~box~~including ~~manufacturers;~~AI Technologies.

~~ensuring~~It ~~these~~is ~~solutions~~uncertain ~~meet~~whether ~~regulatory~~our ~~requirements~~strategies will attract customers or generate revenue required to succeed in athis ~~fast-moving~~highly ~~space~~competitive ~~disrupted~~and byrapidly changing global market. We have committed and continue to commit substantial efforts, funds, and other resources to research and development and information technology infrastructure for our digital offerings, and the risk of failure is inherent. Even where our digital offerings satisfy applicable regulations ~~around~~and reimbursement policies, customers may not adopt them due to concerns about the security of personal data ~~privacy~~or the absence of digital infrastructure to support and effectively use the ~~need~~offerings, a hesitancy to embrace new technology, or for other reasons. We also may not effectively execute organizational and technical changes to accelerate innovation and execution. In a number of countries, ~~including~~certain ~~obtaining~~cloud, ~~marketing~~edge, ~~authorizations~~AI ~~when~~and ~~required;~~software solutions are restricted areas of foreign investment. Collaborating with a domestic, qualified third party will increase costs and may create uncertainties in such jurisdictions. The legality or validity of any collaboration may be challenged or subjected to scrutiny in such jurisdictions and the relevant governmental authorities have broad discretion in addressing such arrangements. Any of these risks could have a material adverse effect on our business results, cash flows, financial condition, or prospects.

~~adapting~~Additionally, we may be making significant investments in AI initiatives and are building AI into many of our digital offerings. We are planning to ~~ever-changing~~leverage ~~geopolitical~~generative ~~regulations~~AI such as large language models across our portfolios to build differentiated products and solutions and deploy those solutions through various modalities for our customers, including on ~~advanced~~the ~~technologies~~device, via edge or data centers, and/or via the cloud. Using AI in this manner presents risks and challenges that could affect its adoption, acceptance and effectiveness, including flawed AI ~~Technologies~~algorithms, insufficient, overly broad or biased datasets, unauthorized access to personal data, lack of acceptance from our customers or failure to deliver positive outcomes. We contract with numerous third parties to offer our digital content to customers as well as to assist with the development of their own software applications and services, and our reliance on access to these third parties’ digital applications, which may not continue to be available to us on commercially

It is uncertain whether our strategies will attract customers or generate revenue required to succeed in this highly competitive and rapidly changing global market. We commit substantial efforts, funds, and other resources to research and development and information technology infrastructure for our digital offerings, and the risk of failure is inherent. Even where our digital offerings satisfy applicable regulations and reimbursement policies, customers may not adopt them due to concerns about the security of personal data or the absence of digital infrastructure to support and effectively use the offerings, a hesitancy to embrace new technology, or for other reasons. We also may not effectively execute organizational and technical changes to accelerate innovation and execution. In a number of countries, certain cloud, edge, AI and software solutions are restricted areas of foreign investment. Collaborating with a domestic, qualified third party will increase costs and may create uncertainties in such jurisdictions. The legality or validity of any collaboration may be challenged or subjected to scrutiny in such jurisdictions and the relevant governmental authorities have broad discretion in addressing such arrangements. Any of these risks could have a material adverse effect on our business results, cash flows, financial condition, or prospects.16

Additionally, we may be making significant investments in AI initiatives and are building AI into many of our digital offerings. We are planning to leverage generative AI such as large language models across our portfolios to build differentiated products and solutions and deploy those solutions through various modalities for our customers, including on the device, via edge or data centers, and/or via the cloud. Using AI in this manner presents risks and challenges that could affect its adoption, acceptance and effectiveness, including flawed AI algorithms, insufficient, overbroad or biased datasets, unauthorized access to personal data, lack of acceptance from our customers or failure to deliver positive outcomes. We contract with numerous third parties to offer our digital content to customers as well as to assist with the development of their own software applications and services, and our reliance on access to these third parties’ digital applications, which may not continue to be available to us on commercially reasonable terms, or at all, could impact our ability to offer a wide variety of our own digital offerings at reasonable prices with acceptable usage tools, or continue to expand our geographic reach. The occurrence of any of the above could have a material adverse effect on our business results, cash flows, financial condition or prospects.

If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive challenges.

We may experience rapid growth and organizational change, which may place significant demands on our management and our operational and financial resources. We may also experience growth in the number of customers and the amount of data that our hosting infrastructure supports. Our ~~success~~ability to manage our business will depend in part on our ability to manage this growth effectively. We will require significant capital expenditures and valuable management resources to grow without undermining our culture of innovation, teamwork and attention to customer success, which has been central to our growth so far. If we fail to manage our anticipated growth and change in a manner that preserves our corporate culture, it could negatively affect our reputation and ability to retain and attract customers and employees.

We intend to expand our international operations in the future. Our expansion ~~will~~may ~~continue to~~ place a significant strain on our managerial, administrative, financial and other resources. If we are unable to manage our growth successfully, our business and results of operations could suffer. It is important that we maintain a high level of customer service and satisfaction as we expand our business. As our customer base continues to grow, we will need to expand our account management, customer service and other personnel. Failure to manage growth could result in difficulty or delays in launching improvements to our platform or our products, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties. Any of these could adversely impact our business performance and results of operations.

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We may acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

We may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products and other assets in the future. An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired companies. Key personnel of the acquired companies may choose not to work for us, their software may not be easily adapted to work with ours, or we may have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise. We may also experience difficulties integrating personnel of the acquired company into our business and culture. Acquisitions may also disrupt our business, divert our resources and require significant management attention that would otherwise be available for development of our existing business. The anticipated benefits of any acquisition, investment or business relationship may not be realized or we may be exposed to unknown risks or liabilities.

Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may often be subject to approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close. For one or more of those transactions, we may:

issue additional equity securities that would dilute our stockholders;

use cash that we may need in the future to operate our business;

incur debt on terms unfavorable to us or that we are unable to repay;

incur large charges or substantial liabilities;

encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and

become subject to adverse tax consequences, substantial depreciation or deferred compensation charges.

We face intense competition, especially from well-established companies offering solutions and related applications. We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers and grow our business.

The semiconductor sector is intensely competitive, marked by swift technological advancements, short product lifecycles, price erosion, and constantly evolving benchmarks. Maintaining or improving our business requires constant innovation and timely, cost-effective launches. Our success hinges on our ability to innovate and launch new products and affordably meet shifting industry demands.

However, significant investment is needed to develop cutting-edge technologies and products, and some of our competitors may have greater resources than us. If these competitors ramp up their research and development and marketing efforts, we may struggle to compete effectively.

The market for edge computing solutions is also evolving and highly competitive. We expect competition to increase in the future from established competitors and new market entrants. With the introduction of new technologies and the entry of new companies into the market, we expect competition to persist and intensify in the future. This could harm our ability to increase sales, maintain or increase renewals, and maintain our prices. We face intense competition from other companies that may offer related platforms and products.

Merger and acquisition activity in the technology industry could increase the likelihood that we compete with large technology companies. Many of our existing competitors have, and our potential competitors could have, substantial competitive advantages such as greater name recognition, longer operating histories, larger sales and marketing budgets and resources, greater customer support resources, lower labor and development costs, better terms and pricing from Electronic Design Automation suppliers, design partners, part suppliers and chip, board and system manufacturers, larger and more mature intellectual property portfolios and substantially greater financial, technical and other resources.

Some of our larger competitors also have substantially broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors or continuing market consolidation. New start-up companies that innovate, and large companies that are making significant investments in research and development, may invent similar or superior products and technologies that compete with our platform and products. In addition, some of our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships with agency partners, technology and application providers in complementary categories or other parties. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure, a loss of market share or a smaller addressable share of the market. It could also result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability to compete.

1917

~~Table~~research and development, may invent similar or superior products and technologies that compete with our platform and products. In addition, some of ~~Contents~~our competitors may enter into new alliances with each other or may establish or strengthen cooperative relationships with agency partners, technology and application providers in complementary categories or other parties. Any such consolidation, acquisition, alliance or cooperative relationship could lead to pricing pressure, a loss of market share or a smaller addressable share of the market. It could also result in a competitor with greater financial, technical, marketing, service and other resources, all of which could harm our ability to compete.

We may need to reduce or change our pricing model to remain competitive.

We price our platform and products based on delivering what we believe to be a compelling Total Cost of Ownership (“TCO”) advantage to customers. However, the completed product may have hardware and software components from our third-party ecosystem partners which affects our ability to control pricing. We expect that we may need to change our pricing from time to time. As new or existing competitors introduce products that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers. We also must determine the appropriate price to enable us to compete effectively internationally. Large enterprise customers may demand substantial price discounts as part of the negotiation of sales contracts. As a result, we may be required or choose to reduce our prices or otherwise change our pricing model, which could adversely affect our business, operating results and financial condition.

If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, our platform and products may become less competitive.

The edge computing industry is subject to rapid technological change, evolving industry standards and practices and changing customer needs and preferences. The success of our business will depend, in part, on our ability to adapt and respond effectively to these changes on a timely basis. We may introduce significant changes to our platform and products or develop and introduce new and unproven products, including using technologies with which we have little or no prior development or operating experience. If we are unable to develop and sell new technology, features and functionality for our platform and products that satisfy our customers and that keep pace with rapid technological and industry change, our revenue and operating results could be adversely affected. If new technologies emerge that deliver competitive solutions at lower prices, more efficiently, more conveniently or more securely, it could adversely impact our ability to compete.

The dominant market-leader in AI has proprietary software around which existing customers have developed and deployed their applications. We acknowledge that our platform must also integrate with a variety of network, hardware, mobile and software platforms and technologies. Customers may choose to continue to operate with the incumbent software which will make it hard for us to break into the market. We may decide to modify and enhance our platform and AI models to adapt to changes and innovation in these technologies. If businesses widely adopt new technologies, we would have to develop new functionality for our platform to work with those new technologies. This development effort may require significant engineering, marketing and sales resources, all of which would affect our business and operating results. Any failure of our platform to operate effectively with future technologies could reduce the demand for our platform. If we are unable to respond to these changes in a cost-effective manner, our platform may become less marketable and less competitive or obsolete, and our operating results may be negatively affected.

The novelty of AI, especially as it relates to regulatory matters, safety of AI-driven technology, and security of AI-driven products, exposes us to a higher risk of unforeseen liabilities that can represent a substantial burden on ~~Blaize’s~~our finances to defend against lawsuits or detrimental publicity, or to comply with new regulations imposed on AI technologies or products.

Our current chip was designed over 3four years ago and it is possible that in certain situations, it may not be competitive in performance and features. This will impact our ability to deliver the revenue forecast until ~~the~~our next-generation chip is available and we may lose key customer opportunities in the meantime.

The estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.18

The estimates of market opportunity and forecasts of market growth included in this Annual Report on Form 10-K may prove to be inaccurate. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

The market for edge computing solutions is relatively new and will experience changes over time. Edge computing market estimates and growth forecasts are uncertain and based on assumptions and estimates that may be inaccurate. Our addressable market depends on a number of factors, including businesses’ desire to differentiate themselves through partnership opportunities, changes in the competitive landscape, technological changes, data security or privacy concerns, customer budgetary constraints, changes in business practices, changes in the regulatory environment and changes in economic conditions. Even if the market in which we compete meets the size estimates and growth rates we forecast, our business could fail to grow at similar rates, if at all.

We anticipate that our operations will continue to increase in complexity as we grow, which will create management challenges.

Our business is expected to experience growth and is complex. We expect this growth would cause our operations to become increasingly complex. To manage this expected growth, we continue to make substantial investments to improve our operational, financial and management controls, as well as our reporting systems and procedures. We may not be able to implement and scale improvements to our systems and processes in a timely or efficient manner or in a manner that does not negatively affect our operating results. For example, we may not be able to effectively monitor certain extraordinary contract requirements or individually negotiated provisions as the number of transactions grows. Our systems and processes may not prevent or detect all errors, omissions or fraud. We may have difficulty managing improvements to our systems, processes and controls or in connection with third-party software. This could impair our ability to provide our platform or products to our customers, causing us to lose customers, limiting our platform or products to less significant updates or increasing our technical support costs. If we are unable to manage this complexity, our business, operations, operating results and financial condition may suffer.

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As our customer base grows, we will need to expand our services and other personnel, and maintain and enhance our partnerships, to provide a high level of customer service. We also will need to manage our sales processes as our sales personnel and partner network continue to grow and become more complex, and as we continue to expand into new geographies and market segments. If we do not effectively manage this increasing complexity, the quality of our platform, products and customer service could suffer, and we may not be able to adequately address competitive challenges. These factors could impair our ability to attract and retain customers and expand our customers’ use of our platform and products.

We depend on our senior management team and the loss of one or more key employees or an inability to attract and retain highly skilled employees may adversely affect our business.

Our success depends largely upon the continued services of our executive officers and certain key employees, whom we rely on for research and development, marketing, sales, services and general and administrative functions. From time to time, our executive management team may change from the hiring or departure of executives, which could disrupt our business. Other than the employment agreements with our founders, we do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period; therefore, they could terminate their employment with us at any time. The loss of one or more of our executive officers or key employees could have a serious adverse effect on our business.

To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense. If we are unable to attract such personnel in cities where we are located, we may need to hire in other locations, which may add to the complexity and costs of our business operations. We expect to continue to experience difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached legal obligations, resulting in a diversion of our time and resources. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. If the perceived value of our stock awards declines, it may adversely affect our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, it could adversely affect our business and future growth prospects.

If we are unable to hire, retain and motivate qualified personnel, our business will suffer.

Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. Our ability to identify, hire, develop, motivate and retain qualified personnel will directly affect our ability to maintain and grow our business, and such efforts will require significant time, expense and attention. The inability to attract or retain qualified personnel or delays in hiring required personnel may seriously harm our business, financial condition and operating results. Our ability to continue to attract and retain highly skilled personnel, specifically employees with technical and engineering skills and employees with high levels of experience in designing and developing software and automotive solutions, will be critical to our future success. In addition, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or have divulged proprietary or other confidential information.

Wage inflation in certain geographies in which Blaize competes for highly skilled talent has been extremely high in the past few years. Although we have managed to retain our key employees, there has still been some level of attrition and there is no guarantee that we will be able to continue to retain these key employees or respond to these conditions if these trends continue.

While we have in the past and intend to continue to issue options or other equity awards as key components of our overall compensation and employee attraction and retention efforts, we are required under GAAP to recognize compensation expense in our operating results for employee stock-based compensation under our equity grant programs, which may increase the pressure to limit stock-based compensation.

If we are unable to maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe a portion of our success has been our corporate culture. We have invested substantial time and resources in building our team. As we grow and develop our infrastructure as a public company, our operations may become increasingly complex. We may find it difficult to maintain these important aspects of our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel, and to effectively focus on and pursue our corporate objectives.

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If our software or hardware contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle claims with our customers.

Software and hardware such as ours often contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced or when new versions or enhancements are released. Despite internal testing, our platform and products may contain serious errors or defects, security vulnerabilities or software bugs that we may be unable to successfully correct in a timely manner or at all, which could result in lost revenue, significant expenditures of capital, a delay or loss in market acceptance and damage to our reputation and brand, any of which could have an adverse effect on our business, financial condition and results of operations. To the extent we deploy new versions or enhancements to our platform or products that contain errors, defects, security vulnerabilities or software bugs, the consequences may be severe. Such defects could expose us to product liability claims, litigation or regulatory action.

Errors, defects, security vulnerabilities, service interruptions or software bugs in our platform or products could result in losses to our customers. Our customers may seek significant compensation from us for any losses they suffer or cease conducting business with us altogether. Further, a customer could share information about bad experiences on social media, which could result in damage to our reputation and loss of future sales. ~~There~~Further, ~~can be no assurance that~~ provisions typically included in our agreements with our customers that attempt to limit our exposure to claims ~~would~~may not be enforceable or adequate or ~~would~~ otherwise protect us from liabilities or damages with respect to any particular claim. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions.

We process proprietary, confidential and personal information which may subject us to certain laws or other obligations regarding the privacy and security of such information. If we fail to comply with applicable laws or obligations, or if the confidentiality, integrity, or availability of this information or our information technology systems is compromised, our reputation may be harmed and we may be exposed to liability and loss of business.

As part of our normal business activities, we collect, transmit, use, disclose, store and otherwise process proprietary, confidential and personal information (“Confidential Information”) including of our employees, employees of our customers and other third parties with which we do business and any personal information that may be uploaded to our services by our customers. As such, we are subject to federal, state, and foreign laws regarding cybersecurity, privacy, and the processing of personal information. For example, the EU/UK General Data Protection Regulation, the California Consumer Privacy Act, and related laws in other jurisdictions require us to adhere to certain disclosure restrictions and deletion obligations with respect to the personal information of their residents, and allow for penalties for violations and, in some cases, a private right of action. These laws also impose transparency and other obligations with respect to personal information of their respective residents and provide residents with similar rights with respect to their personal information. Moreover, many jurisdictions have enacted laws requiring companies to notify individuals of security breaches involving certain types of personal information.

The regulatory environment surrounding information security, privacy, and the processing of personal information is increasingly demanding, with frequent imposition of new and changing requirements that are subject to differing interpretations and create a complex compliance environment. In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other. Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the U.S., Europe, and elsewhere, including in relation to cybersecurity incidents.

We use third-party service providers and subprocessors to help us deliver services to our customers. These service providers and subprocessors may also collect, transmit, use, disclose, store and otherwise process Confidential Information. Such Confidential Information, and the information technology systems (“IT Systems”) that store such information, face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of such IT Systems and Confidential Information, including as a result of third-party action, employee or contractor error or malfeasance, nation state malfeasance, malware, phishing, computer hackers, system error, software, viruses, bugs or defects, process failure or otherwise. Any of these could result in the failure of our IT Systems or the loss of Confidential Information. Further, because our products and services are integrated with our customers’ systems and processes, any circumvention or failure of our cybersecurity defenses or measures could compromise the confidentiality, integrity, and availability of our customers’ own IT Systems and/or Confidential Information as well.

Information security risks for companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of internet and telecommunications technologies to conduct financial transactions and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, as well as nation-state and nation-state-supported actors.

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Because the techniques and tools (including AI) used to obtain unauthorized access or sabotage systems change frequently, may originate from less regulated and remote areas of the world and be difficult to detect and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Even if such a data breach did not arise out of our action or inaction, or even if it were to solely affect one or more of our competitors or our customers, the resulting concern could negatively affect our customers and our business. Concerns regarding data privacy and security may cause some of our customers to stop using our platform or products. In addition, failures to meet our customers’ expectations with respect to security and confidentiality of their data and information could damage our reputation and affect our ability to retain customers, attract new customers and grow our business.

While we have implemented certain security measures designed to protect against breaches of security, we may fail to properly assess and understand the risks and cannot guarantee that these measures will be effective. Like other companies, we have been the subject of various cyber incidents. While we believe these incidents have not been material, we cannot guarantee that any future will not have a material impact.

Our failure to comply with legal, contractual or standards-based requirements around the privacy or security of Confidential Information (including personal information) could lead to significant fines and penalties, exposure to indemnification obligations, governmental investigations and enforcement actions, litigation (including class actions) or adverse publicity. Additionally, it is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations, which could ultimately hinder our ability to grow our business by extracting value from our data assets. Further, any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs. Any of the foregoing could force us to spend money in defense or settlement of proceedings, result in the imposition of monetary liability or injunctive relief, divert management’s time and attention, increase our costs of doing business and adversely affect our reputation and the demand for our platform and products, which could materially adversely affect our business, results of operations, and financial condition.

Further, our insurance coverage, including coverage for errors and omissions and cyber liability, may not continue to be available on acceptable terms or may not be available in sufficient amounts to cover one or more large claims. Our insurers could deny coverage as to any future claim and our cyber liability coverage may not adequately protect us against any losses, liabilities and costs that we may incur. The successful assertion of one or more large claims against us, or changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our business, financial condition and results of operations.

We currently optimize, quantize and fine-tune existing AI models and may in the future, use and develop AI, machine learning and automated decision-making technologies throughout our business, which may expose us to certain regulatory and other risks that could adversely affect our results of operations and financial condition.

We use AI Technologies throughout our business and are making significant investments in this area. For example, we use AI Technologies internally to prepare data provided by customers for assisting such customers with AI development when using AI Studio.

As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and ~~there can be no assurance that~~ the usage of, or our investments in, such technologies ~~will~~may ~~always~~not ultimately enhance our products or services or be beneficial to our business, including our efficiency or profitability. In particular, if the models underlying our AI Technologies are incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation, and the reputations of our customers, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are party or civil claims.

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~~Table~~We expect that increased investment will be required in the future to continuously improve our use of ~~Contents~~AI Technologies, and we may plan to increase our investment in this area to continuously improve our use of AI Technologies and our products. In particular, we will be working to incorporate generative AI Technologies (i.e., AI Technologies that can produce and output new content, software code, data and information) into our solutions. There is a risk that generative AI Technologies could produce inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, nonsensical or factually incorrect results, all of which could harm our reputation, business or customer relationships. Any measures we take to reduce such risks may not always be successful, and in some cases, we may need to rely on end users to report such inaccuracies. In addition, our ability to develop proprietary AI models may be limited by our access to processing infrastructure or training data and we may be dependent on third-party providers for such resources. As such, we may not be successful in our ongoing development and maintenance of these technologies in the face of novel and evolving technical, reputational and market factors.

We expect that increased investment will be required in the future to continuously improve our use of AI Technologies, and we may plan to increase our investment in this area to continuously improve our use of AI Technologies and our products. In particular, we will be working to incorporate generative AI Technologies (i.e., AI Technologies that can produce and output new content, software code, data and information) into our solutions. There is a risk that generative AI Technologies could produce inaccurate or misleading content or other discriminatory or unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant, nonsensical or factually incorrect results, all of which could harm our reputation, business or customer relationships. We will take measures designed to ensure the accuracy of such AI generated content, such as investing into development and acceleration of Small Language or Multimodal models, which are typically domain-optimized and more narrowly focused in an effort to reduce risks of hallucination. However, those measures may not always be successful, and in some cases, we may need to rely on end users to report such inaccuracies. In addition, our ability to develop proprietary AI models may be limited by our access to processing infrastructure or training data and we may be dependent on third-party providers for such resources. As such, we may not be successful in our ongoing development and maintenance of these technologies in the face of novel and evolving technical, reputational and market factors.

Further, a number of aspects of intellectual property rights protection in the field of AI and machine learning are currently under development and there is uncertainty and ongoing litigation in different jurisdictions as to the degree and extent of protection warranted for AI and machine learning systems and relevant system input and outputs. If we fail to obtain protection for the intellectual property rights concerning our AI Technologies, or later have our intellectual property rights invalidated or otherwise diminished, our competitors may be able to take advantage of our research and development efforts to develop competing products that could adversely affect our business, reputation and financial condition. Further, given the long history of development of AI Technologies, other parties may have (or in the future may obtain) patents or other proprietary rights that would prevent, limit or interfere with our ability to make, use or sell our own AI Technologies.

Finally, the overall regulatory framework for AI Technologies is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced, or are currently considering, additional laws and regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of our AI Technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.

For example, in the U.S., the 2023 AI Order that sets out principles intended to guide AI design and deployment for the public and private sectors and signals the increase in governmental involvement and regulation over AI Technologies. The 2023 AI Order established certain new requirements for the training, testing and cybersecurity of sophisticated AI models and large scale compute centers used to train AI models and instructed several other federal agencies to promulgate additional regulations. Already agencies such as the Department of Commerce and the Federal Trade Commission have issued proposed rules. On January 20, 2025, President Trump signed an Executive Order revoking the 2023 AI Order, and on January 23, 2025, issued an Executive Order entitled “Removing Barriers to American Leadership in Artificial Intelligence.” The new Executive Order seeks to maintain US leadership in AI innovation, “revokes certain existing AI policies and directives that act as barriers to American AI innovation,” and directs the Assistant to the President for Science and Technology, working with agency heads, to identify such policies and directives. The Order also requires the development of a new AI action plan within 180 days that must be “free from ideological bias or engineered social agendas.” While this action could indicate a less interventionist approach to AI then the prior administration, it is not clear how this new Executive Order will be implemented or whether it will affect rules issued by other agencies following the principles set forth in the 2023 AI Order.

Legislation related to AI Technologies has also been introduced at the federal level and is advancing at the state level. For example, Colorado recently passed a AI Act, which regulates the development, deployment, and use of artificial intelligence (AI) systems and the California Privacy Protection Agency is currently in the process of finalizing regulations under the California Consumer Privacy Act regarding the use of automated decision-making.

We depend on third-party data hosting and transmission services. Increases in cost, interruptions in service, latency or poor service from our third-party data center providers could impair the delivery of our platform, which could result in customer dissatisfaction, damage to our reputation, loss of customers, limited growth and reduction in revenue.

We currently serve the majority of our platform functions from third-party data center hosting facilities operated by ~~Flexential~~a ~~Colorado~~company ~~Corp.,~~ located in ~~Morrisville,~~the ~~North~~southeastern ~~Carolina~~United States. Our platform is deployed to multiple data centers within this geography, with additional geographies available for disaster recovery. Our operations depend, in part, on our third-party providers’ protection of these facilities from natural disasters, power or telecommunications failures, criminal acts or similar events. If any third-party facility’s arrangement is terminated, or its service lapses, we could experience interruptions in our platform or higher latency, as well as delays and additional expenses in arranging new facilities and services.

24A significant portion of our operating cost is from our third-party data hosting and transmission services. If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation or otherwise, we may not be able to increase the fees for our ecommerce platform or professional services to cover the changes. As a result, our operating results may be significantly worse than forecasted. Our servers may be unable to achieve or maintain data transmission capacity sufficient for timely service of increased traffic or order processing. Our failure to

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A significant portion of our operating cost is from our third-party data hosting and transmission services. If the costs for such services increase due to vendor consolidation, regulation, contract renegotiation or otherwise, we may not be able to increase the fees for our ecommerce platform or professional services to cover the changes. As a result, our operating results may be significantly worse than forecasted. Our servers may be unable to achieve or maintain ~~data transmission capacity~~ sufficient ~~for timely service of increased traffic or order processing. Our failure to achieve or maintain sufficient~~ and ~~performant~~performance data transmission capacity could significantly reduce demand for our platform.

Despite precautions taken at our data centers, spikes in usage volume, a natural disaster, an act of terrorism, vandalism or sabotage, civil unrest in the area, and/or the closure of a facility without adequate notice or other unanticipated problems could result in lengthy interruptions or performance degradation of our platform. Any damage to, or failure of, the systems of our third-party providers could result in interruptions to our platform. Even with current and planned disaster recovery arrangements, our business could be harmed. If we experience damage or interruption, our insurance policies may not adequately compensate us for or protect us against any losses, liabilities and costs that we may incur. These factors in turn could further reduce our revenue, subject us to liability or cause customers to terminate their subscriptions, any of which could materially adversely affect our business.

We rely on third-party proprietary and open source materials for our platform. Our inability to obtain third-party licenses for such materials, or obtain them on favorable terms, or any errors, bugs, defects or failures caused by such materials could adversely affect our business, results of operations and financial condition.

Some of our offerings include software or other intellectual property rights licensed from third parties. It may be necessary in the future to renew licenses relating to various aspects of these applications or to seek new licenses for existing or new applications. Necessary licenses may not be available on acceptable terms or under open source licenses permitting redistribution in commercial offerings, if at all. Our inability to obtain certain licenses or other rights or to obtain such licenses or rights on favorable terms could result in delays in product releases until equivalent technology can be identified, licensed or developed, if at all, and integrated into our platform and products, which therefore may have a material adverse effect on our business, results of operations and financial condition. In addition, third parties may allege that additional licenses are required for our use of their software or intellectual property. We may be unable to obtain such licenses on commercially reasonable terms or at all. The inclusion in our offerings of software or other intellectual property licensed from third parties on a non-exclusive basis could limit our ability to differentiate our offerings from those of our competitors. To the extent that our platform or products depend upon the successful operation of third-party software, any undetected errors, bugs, defects or failures in such third-party software could impair the functionality of our platform and products, delay new feature introductions or result in a failure of our platform, which could adversely affect our business, results of operations and financial condition.

Our use of open source software or datasets could subject us to possible litigation or cause us to subject our platform or products to unwanted open source license conditions that could negatively impact our sales.

Our platform and products incorporate open source software and datasets, and we expect to incorporate open source software and datasets into other offerings or solutions in the future. Such open source material is generally licensed by its authors or other third parties under open source licenses. Little legal precedent governs the interpretation of these licenses; therefore, the potential impact of these terms on our business is unknown and may result in unanticipated obligations regarding our technologies. If a distributor of open source material were to allege that we had not complied with its license, we could be required to incur significant legal expenses. If we combine our proprietary technology with open source material or utilize open source material in a certain manner, we could, under certain open source licenses, be required to disclose part or all of the source code of our proprietary technology publicly and to allow further modification and redistribution on potentially unfavorable terms or at no cost, or otherwise be limited in the licensing of our services. This could provide an advantage to our competitors or other entrants to the market, allow them to create similar products with lower development effort and time, and ultimately result in a loss of sales for us.

We rely on computer hardware, purchased or leased, and software licensed from and services rendered by third parties in order to run our business.

We rely on computer hardware, purchased or leased, and software licensed from and services rendered by third parties in order to run our business, which we have incorporated into our platform and products. Third-party hardware, software and services may not continue to be available on commercially reasonable terms, or at all. Some of our agreements with our licensors may be terminated by them for convenience, or otherwise provide for a limited term. Any loss of the right to use or any failures of third-party hardware, software or services could result in delays in our ability to run our business until equivalent hardware, software or services are developed by us or, if available, identified, obtained and integrated, which could be costly and time-consuming and may not result in an equivalent solution, any of which could cause an adverse effect on our business and operating results. Further, customers could assert claims against us in connection with service disruptions or cease conducting business with us altogether. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions.

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~~Table~~of our agreements with our licensors may be terminated by them for convenience, or otherwise provide for a limited term. Any loss of ~~Contents~~the right to use or any failures of third-party hardware, software or services could result in delays in our ability to run our business until equivalent hardware, software or services are developed by us or, if available, identified, obtained and integrated, which could be costly and time-consuming and may not result in an equivalent solution, any of which could cause an adverse effect on our business and operating results. Further, customers could assert claims against us in connection with service disruptions or cease conducting business with us altogether. Even if not successful, a claim brought against us by any of our customers would likely be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions.

Our growth depends in part on the success of our strategic relationships with third parties.

We anticipate that the growth of our business will continue to depend on third-party relationships, including strategic partnerships and relationships with our service providers and suppliers, consultants, app developers, theme designers, referral sources, payments processors, installation partners and other partners. In addition to growing our third-party partner ecosystem, we have entered into agreements with, and intend to pursue additional relationships with, other third parties, such as shipping partners and technology and content providers. Identifying, negotiating and documenting relationships with third parties requires significant time and resources as does integrating third-party technology and content. Some of the third parties that sell our services have direct contractual relationships with the customers, and in these circumstances, we risk the loss of such customers if those third parties fail to perform their contractual obligations, including in the event of any such third party’s business failure. Our agreements with providers of cloud hosting, technology, content and consulting services are typically non-exclusive and do not prohibit such service providers from working with our competitors or from offering competing services. In particular, we have limited providers of cloud hosting services. These third-party providers may choose to terminate their relationship with us or to make material changes to their businesses, products or services in a manner that is adverse to us.

The success of our platform and products depends, in part, on our ability to integrate third-party applications, themes and other offerings into our third-party ecosystem. Third-party developers may also change the features of their offering of applications or alter the terms governing the use of their offerings in a manner that is adverse to us. If third-party applications change such that we do not or cannot maintain the compatibility of our platform and products with these applications, demand for our platform could decline. If we are unable to maintain technical interoperation, our customers may not be able to effectively integrate our platform with other systems and services they use. We may also be unable to maintain our relationships with certain third-party vendors if we are unable to integrate our platform and products with their offerings. In addition, third-party developers may refuse to partner with us or limit or restrict our access to their offerings. Partners may also impose additional restrictions on the ability of third parties like us and our customers to access or use data from their consumers. Such changes could functionally limit or terminate our ability to use these third-party offerings with our platform or products, which could negatively impact our solution offerings and harm our business. If we fail to integrate our platform and products with new third-party offerings that our customers need for their businesses, or to adapt to the data transfer requirements of such third-party offerings, we may not be able to offer the functionality that our customers and their clients expect, which would negatively impact our offerings and, as a result, harm our business.

Further, our competitors may effectively incentivize third-party developers to favor our competitors’ products or services, which could diminish our prospects for collaborations with third-parties and reduce subscriptions to our platform or purchases of our products. In addition, providers of third-party offerings may not perform as expected under our agreements or under their agreements with our customers, and we or our customers may in the future have disagreements or disputes with such providers. If any such disagreements or disputes cause us to lose access to products or services from a particular supplier, or lead us to experience a significant disruption in the supply of products or services from a current supplier, especially a single-source supplier, they could have an adverse effect on our business and operating results.

WeHuman ~~could~~Capital incur substantial costs in protecting or defending our proprietary rights. Failure to adequately protect our rights could impair our competitive position and we could lose valuable assets, experience reduced revenue and incur costly litigation.Risks

Our success is dependent, in part, upon protecting our proprietary technology. We rely on our confidentiality, non-compete, non-solicitation and nondisclosure agreements and a combination of trade secret laws, contractual provisions, trademarks, service marks, copyrights and patents in an effort to establish and protect our proprietary rights. However, the steps we take to protect our intellectual property may be inadequate. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection. The approach we select may ultimately prove to be inadequate.22

~~Our~~We ~~patents~~anticipate orthat ~~patents issued in the future may not provide us with competitive advantages, or may be successfully challenged by third parties. Any of~~ our ~~patents,~~operations ~~trademarks~~will orcontinue other intellectual property rights may be challenged or circumvented by others or invalidated through administrative process or litigation. Others may independently develop similar products, duplicate any of our solutions or design around our intellectual property rights or adopt similar or identical brands for competing platforms. Legal standards relating to ~~the~~increase ~~validity,~~in ~~enforceability~~complexity ~~and~~as ~~scope~~we ~~of protection of intellectual property rights are uncertain. Despite our precautions~~grow, itwhich ~~may~~will ~~be possible for unauthorized third parties to copy our platform and products and use information that we regard as proprietary to~~ create ~~products~~management ~~and services that compete with ours~~challenges. ~~Some license provisions restricting unauthorized use, copying, transfer and disclosure of our intellectual property rights may be unenforceable under the laws of jurisdictions outside the U.S..~~

ToOur ~~the~~business ~~extent~~is weexpected ~~expand~~to ~~our~~experience ~~international~~growth ~~activities,~~and is complex. We expect this growth would cause our ~~exposure~~operations to ~~unauthorized~~become ~~copying~~increasingly ~~and~~complex. ~~use~~To ofmanage ~~our~~this ~~platform~~expected growth, ~~products~~we ~~and~~continue ~~proprietary~~to ~~information~~make ~~may~~substantial ~~increase.~~investments ~~Moreover,~~to ~~effective~~improve ~~trademark,~~our ~~copyright~~operational, ~~patent~~financial and ~~trade~~management ~~secret~~controls, ~~protection~~as well as our reporting systems and procedures. We may not be ~~available~~able orto ~~commercially~~implement ~~feasible~~and scale improvements to our systems and processes in ~~every~~a ~~country~~timely or efficient manner or in ~~which~~a wemanner ~~conduct~~that ~~business~~does not negatively affect our operating results. ~~Further~~For example, ~~intellectual~~we ~~property~~may ~~law,~~not ~~including~~be ~~statutory~~able ~~and~~to ~~case~~effectively ~~law,~~monitor ~~particularly~~certain inextraordinary contract requirements or individually negotiated provisions as the Unumber of transactions grows.S. Our systems and processes may not prevent or detect all errors, isomissions ~~constantly~~or ~~developing~~fraud. ~~Changes~~We may have difficulty managing improvements to our systems, processes and controls or in ~~the~~connection ~~law~~with third-party software. This could ~~make~~impair itour ~~harder~~ability ~~for~~to provide our platform or products to our customers, causing us to ~~enforce~~lose customers, limiting our ~~rights~~platform or products to less significant updates or increasing our technical support costs. If we are unable to manage this complexity, our business, operations, operating results and financial condition may suffer.

26As our customer base grows, we will need to expand our services and other personnel, and maintain and enhance our partnerships, to provide a high level of customer service. We also will need to manage our sales processes as our sales personnel and partner network continue to grow and become more complex, and as we continue to expand into new geographies and market segments. If we do not effectively manage this increasing complexity, the quality of our platform, products and customer service could suffer, and we may not be able to adequately address competitive challenges. These factors could impair our ability to attract and retain customers and expand our customers’ use of our platform and products.

~~Table~~We depend on our senior management team and the loss of ~~Contents~~one or more key employees or an inability to attract and retain highly skilled employees may adversely affect our business.

WeOur ~~enter~~success ~~into~~depends ~~confidentiality~~largely ~~and~~upon ~~invention~~the ~~assignment~~continued ~~agreements~~services ~~with~~of our ~~employees~~executive officers and ~~consultants~~certain tokey ~~protect~~employees, ~~our~~whom ~~proprietary~~we ~~technologies.~~rely Weon ~~enter~~for ~~into~~research ~~confidentiality~~and ~~agreements~~development, ~~with~~marketing, ~~strategic~~sales, services and ~~business~~general ~~partners~~and administrative functions. AsFrom ~~such~~time to time, ~~these~~our ~~agreements~~executive management team may ~~not~~change befrom ~~effective~~the inhiring ~~controlling~~or ~~access~~departure toof ~~and~~executives, ~~distribution~~which ofcould disrupt our ~~proprietary~~business. ~~information~~Our ~~since~~executive ~~they~~officers doand ~~not~~key ~~prevent~~employees ~~our~~are ~~competitors~~employed or“at ~~partners~~will” ~~from~~and ~~independently~~could ~~developing~~choose ~~technologies~~to ~~that~~terminate ~~are~~their ~~equivalent~~employment with us at any time. The loss of one or ~~superior~~more toof our ~~platform~~executive ~~and~~officers ~~products~~or key employees could have a serious adverse effect on our business.

WeTo ~~may~~execute beour ~~required~~growth toplan, ~~spend~~we ~~significant~~must ~~resources~~attract toand ~~monitor,~~retain ~~protect,~~highly ~~and~~qualified ~~enforce~~personnel. ~~our~~Competition ~~intellectual~~for ~~property~~these ~~rights.~~personnel ~~Litigation~~is ~~may~~intense. beIf ~~necessary~~we inare ~~the~~unable ~~future~~ to ~~enforce~~attract ~~our~~such ~~intellectual~~personnel ~~property~~in ~~rights~~cities ~~and~~where ~~protect~~we ~~our~~are ~~trade~~located, ~~secrets.~~we ~~Litigation~~may ~~brought~~need to ~~protect~~hire ~~and~~in ~~enforce~~other ~~our~~locations, ~~intellectual~~which ~~property~~may ~~rights~~add ~~could~~to bethe ~~costly,~~complexity ~~time-consuming~~ and ~~distracting~~costs toof ~~management.~~our ~~Such~~business ~~litigation~~operations. ~~could~~We ~~result~~expect into ~~the~~continue ~~impairment~~to orexperience ~~loss~~difficulty ofin ~~portions~~hiring ofand ~~our~~retaining ~~intellectual~~employees ~~property~~with ~~rights~~appropriate qualifications. ~~Enforcement~~Many of ~~our~~the ~~intellectual~~companies ~~property~~with ~~rights~~which ~~may~~we becompete ~~met~~for ~~with~~experienced ~~defenses,~~personnel ~~counterclaims~~have ~~and~~greater ~~countersuits~~resources ~~attacking~~than ~~the~~we ~~validity~~have. ~~and~~If ~~enforceability~~we ofhire ~~our~~employees ~~intellectual~~from ~~property.~~competitors Anor ~~adverse~~other ~~determination~~companies, oftheir ~~any~~former ~~litigation~~employers ~~proceedings~~may ~~could~~attempt ~~put~~to ~~our~~assert ~~intellectual~~that ~~property~~these ~~rights~~employees ator ~~risk~~we ofhave ~~being~~breached ~~invalidated~~legal orobligations, ~~interpreted~~resulting ~~narrowly.~~in Ana ~~adverse~~diversion ~~determination~~of ~~could~~our ~~risk~~time ~~the~~and ~~issuance~~resources. orIn ~~cancellation~~addition, ofcandidates ~~pending~~for ~~patent~~employment and ~~trademark~~existing ~~filings.~~employees ~~Because~~often consider the value of the ~~substantial~~stock ~~discovery~~awards ~~required~~they may receive in connection with ~~intellectual~~their ~~property~~employment. ~~litigation,~~If ~~our~~the ~~confidential~~perceived orvalue ~~sensitive~~of ~~information~~our ~~could~~stock beawards ~~compromised~~declines, byit ~~disclosure~~may inadversely ~~litigation.~~affect ~~Litigation~~our ~~could~~ability ~~result~~to inrecruit ~~public~~and ~~disclosure~~retain ofhighly ~~results~~skilled ofemployees. ~~hearings,~~If ~~motions~~we orfail ~~other~~to ~~interim~~attract ~~developments.~~new Ifpersonnel ~~securities analysts~~ or ~~investors~~fail ~~perceive~~to ~~these~~retain ~~results~~and tomotivate beour ~~negative~~current personnel, it could ~~have~~adversely aaffect ~~substantial~~our ~~adverse~~business ~~effect~~and onfuture ~~the~~growth ~~price of our common stock~~prospects.

In addition, our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our platform or products, impair the functionality of our platform or products, delay introductions of new functionality to our platform, result in the substitution of inferior or more costly technologies into our platform or products or injure our reputation. We will not be able to protect our intellectual property rights if we are unable to enforce these rights or if we do not detect unauthorized use of our intellectual property rights. Policing unauthorized use of our technologies, trade secrets, and intellectual property rights may be difficult, expensive and time-consuming, particularly in foreign countries where the laws may not be as protective of intellectual property rights as those in the U.S. and where mechanisms for enforcement of intellectual property rights may be weak. If we fail to meaningfully protect our intellectual property rights, our business, operating results and financial condition could be adversely affected.23

If we are unable to hire, retain and motivate qualified personnel, our business will suffer.

Wage inflation in certain geographies in which we compete for highly skilled talent has been extremely high in the past few years. Although we have managed to retain our key employees, we may experience some level of employee attrition or turnover, and there is no guarantee that we will be able to continue to retain key employees or respond to these conditions in these locations if these trends continue.

While we have in the past and intend to continue to issue equity awards as key components of our overall compensation and employee attraction and retention efforts, we are required under GAAP to recognize compensation expense in our operating results for employee stock-based compensation under our equity grant programs, which may increase the pressure to limit stock-based compensation. Further, the dilutive effect of substantial equity awards may have a negative effect upon our stock, which could increase the pressure to limit stock-based compensation, or, conversely, should we fail to effectively limit the dilutive effects of stock based compensation, our stockholders may experience a decline in the stock price from such dilution.

We believe a portion of our success has been our corporate culture. We have invested substantial time and resources in building our team and cultivating a corporate culture which we believe motivates employees and is attractive to potential employees. As we grow and develop our infrastructure as a public company, our operations may become increasingly complex. We may find it difficult to maintain important aspects of our corporate culture. Any failure to preserve our corporate culture could negatively affect our future success, including our ability to retain and recruit personnel, and to effectively focus on and pursue our corporate objectives.

The obligations associated with being a public company require significant resources and attention from our senior management team.

As a public company with listed common stock, we are required to comply with various laws, regulations and requirements, including the requirements of the Exchange Act, certain corporate governance provisions of the Sarbanes-Oxley Act, related regulations of the SEC and requirements of the Nasdaq. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal control over financial reporting. While Section 404 of the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control structure and procedures for financial reporting on an annual basis, for as long as we are a non-accelerated filer or an Emerging Growth Company, the registered public accounting firm that issues an audit report on our financial statements will not be required to attest to or report on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. We cannot be certain if the scaled SEC reporting options available to Smaller Reporting Companies or the delay in implementing new accounting standards available to us as an Emerging Growth Company will make our common stock less attractive to investors, possibly making the market price of our common stock decline and the trading volume more volatile.

Our senior management team has limited experience with the complexities of managing a publicly traded company.

Since completing the Merger in 2025, we have been required, on an ongoing basis, to comply with various laws, regulations and requirements, including the requirements of the Exchange Act, related regulations of the SEC, and continued listing requirements of the Nasdaq, along with certain extremely technical and complex accounting requirements of GAAP, and reports required under these laws, regulations, and requirements, which must be communicated to the market on a timely basis. Our senior management team has limited experience with these laws, regulations, and requirements, and a failure to timely identify any potential for noncompliance with the foregoing may result in a material adverse event, and have significant consequences to our stockholders.

Legal, Regulatory, and Compliance Risks

If we fail to execute invention assignment agreements with our employees and contractors involved in the development of intellectual property or are unable to protect the confidentiality of our trade secrets, the value of our products and our business and competitive position could be harmed.

We generally enter into confidentiality and invention assignment agreements with our employees, consultants and third parties upon their commencement of a relationship with us. However, we may not enter into such agreements with all employees, consultants and third parties who are or have been involved in the development of our intellectual property rights. In addition, these agreements may not provide meaningful protection against the unauthorized use or disclosure of our trade secrets or other confidential information, and adequate remedies may not exist if unauthorized use or disclosure were to occur. The exposure of our trade secrets and other proprietary information would impair our competitive advantages and could have a material adverse effect on our business, financial condition and results of operations. In particular, a failure to protect our proprietary rights may allow competitors to copy our technology, which could adversely affect our pricing and market share. Further, other parties may independently develop substantially equivalent know-how and technology.

In addition to contractual measures, we try to protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Even though we use commonly accepted security measures, trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. We also have agreements with our employees, consultants and third parties that obligate them to assign their inventions to us; however, these agreements may not be self-executing, not all employees or consultants may enter into such agreements or employees or consultants may breach or violate the terms of these agreements, and we may not have adequate remedies for any such breach or violation. If any of our intellectual property or confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, it could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects.

27We could incur substantial costs in protecting or defending our proprietary rights. Failure to adequately protect our rights could impair our competitive position and we could lose valuable assets, experience reduced revenue and incur costly litigation.

~~Table~~Our success is dependent, in part, upon protecting our proprietary technology. We rely on our confidentiality, non-compete, non-solicitation and nondisclosure agreements and a combination of ~~Contents~~trade secret laws, contractual provisions, trademarks, service marks, copyrights and patents in an effort to establish and protect our proprietary

rights. However, the steps we take to protect our intellectual property may be inadequate. We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection. The approach we select may ultimately prove to be inadequate.

Our patents or patents issued in the future may not provide us with competitive advantages, or may be successfully challenged by third parties. Any of our patents, trademarks or other intellectual property rights may be challenged or circumvented by others or invalidated through administrative process or litigation. Others may independently develop similar products, duplicate any of our solutions or design around our intellectual property rights or adopt similar or identical brands for competing platforms. Legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain. Despite our precautions, it may be possible for unauthorized third parties to copy our platform and products and use information that we regard as proprietary to create products and services that compete with ours. Some license provisions restricting unauthorized use, copying, transfer and disclosure of our intellectual property rights may be unenforceable under the laws of jurisdictions outside the U.S.

To the extent we expand our international activities, our exposure to unauthorized copying and use of our platform, products and proprietary information may increase. Moreover, effective trademark, copyright, patent and trade secret protection may not be available or commercially feasible in every country in which we conduct business. Further, intellectual property law, including statutory and case law, particularly in the U.S., is constantly developing. Changes in the law could make it harder for us to enforce our rights.

In general, we are subject to various laws and regulations in the U.S. and internationally, which may expose us to liability, increased costs or have other adverse effects that could harm our business.

Our business is subject to a variety of laws and regulations. These laws and regulations include but are not limited to data privacy and data localization, copyright or similar laws, export controls and sanctions, anti-spam, consumer protection, employment, and taxation. Compliance with such laws can require changes to our business practices and significant management time and effort. Additionally, as we continue to develop and improve consumer-facing products and services, and as those offerings may grow in popularity, the risk that additional laws and regulations will impact our business will continue to increase.

For example, privacy laws and regulations, cross-border data transfer restrictions, data localization requirements, and other domestic or foreign laws or regulations may expose us to liability, or otherwise adversely affect our business. Laws and regulations related to data privacy and the collection, processing, and disclosure of consumer personal information are constantly evolving. Such laws and regulations could restrict our ability to store and process personal data (in particular, our ability to use certain data for purposes such as risk or fraud avoidance, marketing, or advertising), to control our costs by using certain vendors or service providers in certain jurisdictions and could limit our ability to effectively market or advertise to interested buyers and, in general, increase the resources required to operate our business. Additionally, such laws and regulations are often inconsistent and may be subject to amendment or reinterpretation, which may cause us to incur significant costs and expend significant effort to ensure compliance.

In addition, the overall regulatory framework for AI Technologies is rapidly evolving as many federal, state and foreign government bodies and agencies have introduced, or are currently considering, additional laws and regulations. Additionally, existing laws and regulations may be interpreted in ways that would affect the operation of our AI Technologies. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.

We are subject to financial and economic sanctions, export controls and similar laws, and non-compliance with such laws can subject us to administrative, civil, and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect our business, results of operations, financial condition and reputation.

Our platform and products are subject to U.S. export controls, including the Export Administration Regulations and economic sanctions administered by the U.S. Treasury Department’s Office of Foreign Assets Control. We incorporate encryption technology into our platform. These encryption products and the underlying technology may be exported outside of the U.S. only with the required export authorizations, including by license, a license exception or other appropriate government authorizations.

Furthermore, our activities are subject to U.S. economic sanctions laws and regulations that restrict regulated persons from conducting transactions or dealings with certain countries, regions, governments and persons, and are subject to U.S. export control laws that regulate (and in some cases prohibit) the export, re-export, or transfer of items subject to the U.S. Export Administration Regulations. A violation of these laws or regulations could adversely affect our business, results of operations, financial condition and reputation.

Recent administrations have been critical of existing trade agreements and may impose more stringent sanctions, export and import controls. Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities even if the export license ultimately may be granted. While we take precautions to prevent our AI Studio platform and hardware from being exported in violation of these laws, including obtaining authorizations for our platform, performing geolocation IP blocking and screenings against U.S. and other lists of restricted and prohibited persons, we cannot guarantee that the precautions we take will prevent violations or allegations of violations of export control and sanctions laws. In addition, our employees, representatives, or other third parties acting on our behalf may engage in conduct for which we might be held responsible. Violations of U.S. sanctions or export control laws can expose us to reputational harm as well as significant fines or penalties, and possible incarceration for responsible employees and managers could be imposed for criminal violations of these laws, which could adversely affect our business, results of operations, financial condition and reputation.

If our partners fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected, through reputational harm as well as other negative consequences, including government investigations and penalties. We are in the process of incorporating export control compliance requirements into our strategic partner agreements; however, no assurance can be given that our partners will comply with such requirements.

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Various countries regulate the import and export of certain encryption and other technology, including import and export licensing requirements. Some countries have enacted laws that could limit our ability to distribute our AI Studio platform or could limit our customers’ ability to implement our platform in those countries. Changes in our AI Studio platform or future changes in export and import regulations may create delays in the introduction of our AI Studio platform in international markets, prevent our customers with international operations from launching our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments or persons altogether. Various governmental agencies have proposed additional regulation of encryption technology, including the escrow and government recovery of private encryption keys. Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could limit our ability to export or sell our platform to existing or potential customers with international operations. Any decreased use of our platform or limitation on our ability to export or sell our AI Studio platform would adversely affect our business, operating results and prospects.

Investment in the Company by non-U.S. investors may be subject to the jurisdiction of and review by CFIUS, which has the power to rescind or mitigate transactions, or impose monetary penalties for violations of CFIUS regulations. Because we develop technology that is deemed “critical” from a U.S. national security perspective, certain investments by non-U.S. persons or entities could trigger mandatory CFIUS filings before an investment is allowed to close.

We may conduct, ~~and Legacy Blaize conducted,~~ a portion of ~~its~~our business with third-party ecosystem partners to provide defensive solutions that incorporate our products to various foreign and domestic government agencies, which are subject to unique risks.

Contracts with the U.S. or foreign governments are subject to extensive regulations, and new regulations, or changes to existing regulations, could increase ~~Blaize’s~~our or ~~its~~any third-party ecosystem partners’ compliance costs, including in the form of withheld payments and/or reduced future business if Blaize or its third-party ecosystem partners fail to comply with these requirements in the future, or otherwise have a material impact on Blaize’s or its third-party ecosystem partners’ business, which could negatively impact Blaize’s financial condition and operating results.

form of withheld payments and/or reduced future business if we or any third-party ecosystem partners fail to comply with these requirements in the future, or otherwise have a material impact on our or any third-party ecosystem partners’ business, which could negatively impact our financial condition and operating results.

Contracts with the U.S. or foreign governments are also subject to a variety of other requirements and risks including government reviews, audits, investigations, False Claims Act cases, suspensions and debarments as well as other legal actions and proceedings that generally do not apply to purely commercial contracts. In addition, transactions involving government contractors may be subject to government review and approvals and may require the contractor to hold certain national security clearances in order to perform them.

We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws. Non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.

We are subject to ~~the U.S. Foreign Corrupt Practices Act of 1977, as amended (“~~FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the UK Bribery Act of 2010, the UK Proceeds of Crime Act 2002, and other anti-bribery and anti-money laundering laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years. These laws are interpreted broadly and prohibits, among other things, providing, offering, or promising, directly or indirectly, anything of value to any foreign government official or employee, or any political party or official thereof, or candidate for political office to improperly influence, induce, obtain and retain business from, expedite or secure the performance of official acts of a routine nature, secure an improper advantage, or otherwise violate any of the ~~Anti~~anti-~~Bribery~~bribery laws, from such or any person.

As we increase our international sales and business and sales to the public sector, we may engage with partners and third-party intermediaries to market our services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. Due to the expansive nature of the FCPA and other anti-corruption and anti-bribery laws, we can be held liable for corrupt or other illegal actions, even if seemingly innocent, of these third-party intermediaries, our employees, representatives, contractors, partners and agents, even if we do not explicitly authorize such activities.

While we have policies and procedures to address compliance with such laws, our employees and agents could violate our policies and applicable law, for which we may be ultimately held responsible. As we increase our international sales and business, our risks under these laws may increase. Additionally, the FCPA requires that we keep accurate books and records and maintain a system of adequate internal controls. Although we have taken precautions to prevent violations of these laws, we cannot provide assurance that our internal controls and compliance systems will always prevent misconduct by our employees, agents, third parties, or business partners.

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Noncompliance with anti-corruption, anti-bribery or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, criminal prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, including treble damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be materially harmed. Responding to any action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions could further harm our business, results of operations, and financial condition.

We ~~are~~process ~~exposed~~proprietary, confidential and personal information which may subject us to ~~fluctuations~~certain inlaws ~~currency~~or ~~exchange~~other ~~rates~~obligations regarding the privacy and security of such information. If we fail to comply with applicable laws or obligations, ~~which~~or ~~could~~if ~~negatively~~the ~~affect~~confidentiality, integrity, or availability of this information or our ~~operating~~information ~~results~~technology systems is compromised, our reputation may be harmed and we may be exposed to liability and loss of business.

Our customer subscription and partner and services contracts are primarily denominated in U.S. dollars (“USD”), and therefore substantially all of our revenue is not subject to foreign currency risk. However, a strengthening of the USD could increase the real cost of our platform and products to our customers outside of the U.S., which could adversely affect our operating results. In addition, an increasing portion of our operating expenses is incurred and an increasing portion of our assets is held outside the U.S. These operating expenses and assets are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be adversely affected.28

~~Our~~As ~~insurance~~part ~~costs~~of ~~may~~our ~~increase~~normal ~~significantly~~business activities, we collect, transmit, use, disclose, store and otherwise process proprietary, confidential and personal information (“Confidential Information”) including of our employees, employees of our customers and other third parties with which we do business and any personal information that may be ~~unable~~uploaded to ~~obtain~~our services by our customers. As such, we are subject to federal, state, and foreign laws regarding cybersecurity, privacy, and the ~~same~~processing ~~level~~of personal information. For example, the EU/UK General Data Protection Regulation, the California Consumer Privacy Act, and related laws in other jurisdictions require us to adhere to certain disclosure restrictions and deletion obligations with respect to the personal information of ~~insurance~~their ~~coverage~~residents, and ~~our~~allow ~~insurance~~for ~~coverage~~penalties ~~may~~for ~~not~~violations beand, ~~adequate~~in some cases, a private right of action. These laws also impose transparency and other obligations with respect to ~~cover~~personal ~~all~~information ~~possible~~of ~~losses~~their werespective ~~may~~residents ~~suffer~~and provide residents with similar rights with respect to their personal information. Moreover, many jurisdictions have enacted laws requiring companies to notify individuals of security breaches involving certain types of personal information.

WeThe ~~generally~~regulatory ~~renew~~environment ~~our~~surrounding ~~insurance~~information ~~policies~~security, ~~annually.~~privacy, Ifand the ~~cost~~processing of ~~coverage~~personal ~~becomes~~information ~~too~~is ~~high~~increasingly ordemanding, ifwith wefrequent ~~believe~~imposition ~~certain~~of ~~coverage~~new ~~becomes~~and ~~inapplicable,~~changing werequirements ~~may~~that ~~need~~are subject to ~~reduce~~differing ~~our~~interpretations ~~policy~~and ~~limits,~~create ~~increase~~a ~~retention~~complex ~~amounts~~compliance orenvironment. ~~agree~~In tosome ~~certain~~cases, ~~exclusions~~these ~~from~~requirements ~~our~~may ~~coverage~~be toeither ~~reduce~~unclear ~~the~~in ~~premiums~~their tointerpretation anand ~~acceptable~~application ~~amount~~ or tothey ~~otherwise~~may ~~reduce~~have ~~coverage~~inconsistent ~~for~~or ~~certain~~conflicting ~~occurrences.~~requirements Onwith ~~the~~each other. ~~hand~~Further, wethere ~~may~~has ~~determine~~been ~~that~~a wesubstantial ~~either~~increase doin ~~not~~legislative ~~have~~activity ~~certain~~and ~~coverage~~regulatory ~~that~~focus ~~would~~on bedata ~~prudent~~privacy ~~for~~and ~~our~~security ~~business~~in ~~and~~ the ~~risks associated with our business or that our current coverages are too low to adequately cover such risks~~U.S., InEurope, ~~either~~and ~~event~~elsewhere, weincluding ~~may~~in ~~incur~~relation ~~additional~~to orcybersecurity ~~higher premiums for such coverage than in prior years~~incidents.

~~Among~~We ~~other~~use ~~factors,~~third-party ~~national~~service ~~security~~providers ~~concerns,~~and ~~catastrophic~~subprocessors ~~events,~~to ~~pandemics~~help orus ~~any~~deliver ~~changes~~services into ~~any~~our ~~applicable~~customers. ~~statutory~~These ~~requirement~~service ~~binding~~providers ~~insurance~~and ~~carriers~~subprocessors tomay ~~offer~~also ~~certain~~collect, ~~types~~transmit, ofuse, ~~coverage~~disclose, ~~could~~store ~~also~~and ~~adversely~~otherwise ~~affect~~process ~~available~~Confidential ~~insurance~~Information. ~~coverage~~Such Confidential Information, and ~~result~~the ~~in,~~information ~~among~~technology ~~other~~systems ~~things,~~(“IT ~~increased~~Systems”) ~~premiums~~that onstore ~~available~~such ~~coverage~~information, ~~(which~~face ~~may~~numerous ~~cause~~and usevolving tocybersecurity ~~elect~~risks tothat ~~reduce~~threaten ~~our~~the ~~policy~~confidentiality, ~~limits~~integrity orand ~~not~~availability ~~renew~~of ~~our~~such ~~coverage)~~IT Systems and ~~additional~~Confidential ~~exclusions~~Information, ~~from~~including ~~coverage.~~as Asa ~~cyber~~result ~~incidents~~of ~~and~~third-party ~~threats~~action, ~~continue~~employee toor ~~evolve,~~contractor weerror ~~may~~or bemalfeasance, ~~required~~nation tostate ~~expend~~malfeasance, ~~additional~~malware, ~~perhaps significant~~phishing, ~~resources~~computer tohackers, ~~continue~~system toerror, ~~update~~software, ~~modify~~viruses, bugs or ~~enhance~~defects, ~~our~~process ~~protective~~failure ~~measures~~ or tootherwise. ~~investigate~~Any ~~and~~of ~~remediate~~these ~~any~~could ~~vulnerability~~result toin ~~cyber~~the ~~incidents.~~failure ~~Although~~of weour ~~maintain~~IT ~~and~~Systems ~~monitor~~or ~~our~~the ~~information~~loss ~~technology~~of ~~systems~~Confidential ~~and~~Information. weFurther, ~~have~~because ~~insurance~~our ~~coverage~~products ~~for~~and ~~protecting~~services ~~against~~are ~~cyber~~integrated ~~security~~with ~~risks,~~our ~~such~~customers’ systems and ~~insurance~~processes, ~~coverage~~any ~~may~~circumvention ~~not~~or befailure ~~sufficient~~of toour ~~protect~~cybersecurity ~~against~~defenses or ~~cover~~measures ~~all~~could compromise the ~~losses~~confidentiality, weintegrity, ~~may~~and ~~experience~~availability asof aour ~~result~~customers’ ofown ~~any~~IT ~~cyber-attacks~~Systems and/or Confidential Information as well.

WeInformation ~~may~~security ~~suffer~~risks ~~damage~~for ~~due~~companies ~~to a casualty loss (~~such as ~~fire,~~ours ~~natural~~have ~~disasters,~~significantly ~~pandemics~~increased ~~and~~in ~~acts~~recent ofyears ~~war~~in orpart ~~terrorism)~~because orof ~~other~~the ~~losses,~~proliferation ~~such~~of asnew ~~those related to labor~~technologies, professional liability or certain actions or inactions by our management, directors, employees or others, that could severely disrupt its business or subject us to claims by third parties who are injured or harmed. Although we maintain insurance that we believe to be adequate, such insurance may be inadequate or unavailable to cover all the ~~risks~~use toof ~~which~~internet ~~our business~~ and ~~assets~~telecommunications ~~may~~technologies ~~be exposed, including risks related~~ to ~~certain~~conduct ~~litigation.~~financial ~~Should~~transactions anand ~~uninsured loss (including a loss that is less than~~ the ~~applicable~~increased ~~deductible~~sophistication orand ~~that~~activities ~~is not covered by insurance) or loss in excess~~ of ~~insured~~organized ~~limits~~crime, ~~occur~~hackers, itterrorists ~~could~~and ~~have~~other aexternal ~~significant adverse impact on our business~~parties, ~~results~~as ofwell ~~operations~~as ornation-state ~~financial~~and ~~condition~~nation-state-supported actors.

~~Our~~Because ~~ability~~the techniques and tools (including AI) used to ~~use~~obtain ~~our~~unauthorized ~~net~~access ~~operating~~or ~~losses~~sabotage systems change frequently, may originate from less regulated and ~~certain~~remote ~~other~~areas ~~attributes~~of the world and be difficult to detect and generally are not identified until they are launched against a target, we may be ~~subject~~unable to ~~certain~~anticipate ~~limitations~~these techniques or to implement adequate preventative measures. Even if such a data breach did not arise out of our action or inaction, or even if it were to solely affect one or more of our competitors or our customers, the resulting concern could negatively affect our customers and our business. Concerns regarding data privacy and security may cause some of our customers to stop using our platform or products. In addition, failures to meet our customers’ expectations with respect to security and confidentiality of their data and information could damage our reputation and affect our ability to retain customers, attract new customers and grow our business.

AsWe ofmay ~~December~~fail ~~31,~~to ~~2024,~~properly weassess ~~had approximately $215.5 million~~ and ~~$149.9~~understand ~~million~~the ofrisks ~~federal and state net operating loss carryforwards, respectively. Certain~~ of ~~our~~information ~~U.S.~~security ~~federal~~breaches and ~~state~~cannot ~~net~~guarantee ~~operating~~that ~~loss~~any ~~carryforwards~~measures ~~may be carried forward indefinitely, while other of these loss carryforwards are subject to expiration (beginning in 2030). As of December 31, 2024,~~ we ~~had~~take ~~approximately $5.7 million and $4.3 million available~~ to ~~offset~~ameliorate ~~future~~these ~~U.S.~~risks ~~federal~~will ~~and~~be ~~state income taxes payable, respectively~~effective. ~~Certain~~Like ~~of our U.S. federal tax credit carryforwards may be carried forward indefinitely, while~~ other ~~of these tax credit carryforwards are subject to expiration (beginning in 2035). As of December 31~~companies, ~~2024,~~ we ~~had~~have ~~approximately~~been ~~$1.1~~the ~~million~~subject of ~~foreign~~various ~~tax~~cyber ~~credits available to offset future India income taxes payable~~incidents. ItWhile ~~is possible that~~ we ~~will~~believe ~~not generate taxable income in time to use~~ these ~~net~~incidents ~~operating~~have ~~loss carryforwards before their expiration (or that we will~~ not ~~generate~~been ~~taxable income at all). Under legislative changes made in December 2017~~material, aswe ~~modified~~cannot byguarantee ~~the~~that ~~Coronavirus~~any ~~Aid,~~future Relief, and Economic Security Act (the “CARES Act”) in March 2020, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. It is uncertain if and to what extent various states will ~~conform~~not tohave ~~these~~a ~~federal~~material ~~tax laws~~impact.

actions) or adverse publicity. Additionally, it is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations, which could ultimately hinder our ability to grow our business by extracting value from our data assets. Further, any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs. Any of the foregoing could force us to spend money in defense or settlement of proceedings, result in the imposition of monetary liability or injunctive relief, divert management’s time and attention, increase our costs of doing business and adversely affect our reputation and the demand for our platform and products, which could materially adversely affect our business, results of operations, and financial condition.

Financial and Market Risks

There is substantial doubt about our ability to continue as a going concern.

Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business. Our ability to continue to meet our obligations, achieve our business objectives, and continue as a going concern is dependent upon several factors, including our revenue growth rate and the timing and extent of spending to support further sales, marketing and research and development efforts. Although we intend to raise additional capital through issuances of additional debt and/or equity, additional financing may not be available at terms acceptable to us or at all. These factors raise substantial doubt about our ability to continue as a going concern. If we cannot continue as a viable entity, this could materially adversely affect the value of our securities.

Currency controls may limit our ability to access or repatriate funds

A portion of our business operations, customers, or suppliers are located in China, and we may continue to expand our presence in the region. The Chinese government maintains strict currency controls and regulations on the convertibility of the Renminbi (RMB) into foreign currencies. These controls can restrict the free flow of capital into and out of China and may limit our ability to access, transfer, or repatriate funds generated from our operations or sales in China.

Approval from or registration with appropriate government authorities is required for the conversion of RMB into foreign currency and remittance of such foreign currency out of China for capital account items, such as direct investment, loans, and repatriation of investment proceeds.

If we are unable to obtain the necessary government approvals or complete the required registration processes, or if the Chinese government tightens its currency controls, we may be unable to repatriate funds from China or finance our operations. In addition, changes in foreign exchange policies or fluctuations in the value of the RMB could adversely affect our financial condition, results of operations, and cash flows.

Furthermore, any future restrictions on currency exchange or capital outflows imposed by the Chinese government could limit our ability to use cash generated in China to fund our business activities outside of China or to service

~~Table~~our obligations denominated in foreign currencies. These risks could materially and adversely affect our business, financial condition, and results of ~~Contents~~operations.

InRisks ~~addition,~~Related ~~the federal and state net operating loss carryforwards and certain tax credits may be subject~~ to ~~significant~~Our ~~limitations~~Common under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law, including limitations that may result from the consummation of the Business Combination. Under those sections of the Internal Revenue Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. We have not yet determined whether the Business Combination will give rise to an “ownership change” for purposes of Section 382 and Section 383 of the Code. Furthermore, we may have experienced ownership changes in the past and may experience ownership changes in the future as a result of subsequent shifts in our stock ownership (some of which shifts are outside our control). As a result, our ability to use our pre-change federal NOLs and other tax attributes to offset future taxable income and taxes could be subject to limitations. For these reasons, we may be unable to use a material portion of our NOLs and other tax attributes, which could adversely affect our future net income and cash flows.Stock

~~Changes~~Future toissuances ~~applicable~~of ~~tax~~shares ~~laws~~of ~~and~~our ~~regulations~~common stock or ~~exposure~~other tosecurities ~~additional~~convertible ~~income~~into ~~tax~~our ~~liabilities~~common stock could ~~affect~~cause the market value of shares of our ~~business~~common stock to decline and ~~future~~could ~~profitability~~result in dilution of your shares.

~~Blaize~~A issubstantial anumber ~~U.S.~~of ~~corporation~~warrants and ~~thus~~equity ~~will~~awards beare ~~subject to U.S. corporate income tax on its worldwide income. Further~~outstanding, ~~since~~each ~~our~~of ~~operations~~which ~~and customers~~ are ~~located~~convertible ~~throughout~~into ~~the~~common ~~U.S.,~~stock wein ~~will~~the becase ~~subject~~of ~~to various U.S. state and local taxes. U.S. federal~~warrants, ~~state,~~exercisable ~~local~~for ~~and~~shares ~~non-U.S.~~of ~~tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us and may have an adverse effect on~~ our ~~business~~common ~~and~~stock ~~future profitability. For example, several tax proposals have been set forth that would, if enacted, make significant changes to U.S. tax laws. Such proposals include an increase~~ in the ~~U.S.~~case ~~income~~of ~~tax~~stock ~~rate applicable to corporations (such as Blaize). Congress may consider~~options, ~~and could include, some~~ or ~~all~~become ofcommon ~~these~~stock ~~proposals~~after inthe connection with tax reform that may be undertaken (including with retroactive effect). We are unable to predict whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of ~~any~~time ~~legislation~~in asthe acase ~~result~~ of ~~these proposals and other similar changes in U~~RSUs.~~S. federal income tax laws could adversely affect our business and future profitability.~~

WeSales ~~may~~of besubstantial ~~subject~~amounts toof ~~additional~~shares ~~obligations~~of toour ~~collect~~common ~~and~~stock, ~~remit~~issuances ~~sales~~of ~~tax~~common ~~and~~stock upon the conversion or exercise of warrants, issuances of additional equity awards, issuances of other ~~taxes~~classes of stock, or issuances of preferred stock could cause the market price of shares of our common stock to decrease significantly. We ~~may~~cannot bepredict ~~subject~~the toeffect, ~~tax~~if ~~liability~~any, of future sales of shares of our common stock, or the availability of shares of our common stock for ~~past~~future sales, ~~which~~on the value of shares of our common stock. Sales of substantial amounts of shares of our common stock, or the perception that such sales could ~~harm~~occur, may adversely affect prevailing market prices for shares of our ~~business~~common stock.

~~State,~~We ~~local~~may ~~and~~not ~~foreign~~be ~~jurisdictions~~able ~~have differing rules and regulations governing sales, use, value added, and other taxes, and these rules and regulations are subject~~ to ~~varying~~meet ~~interpretations~~the ~~that~~continued ~~may~~listing ~~change~~standards ~~over~~of ~~time. In particular,~~ the ~~applicability~~Nasdaq offrom ~~such~~time ~~taxes~~ to ~~our ecommerce platform in various jurisdictions is unclear~~time. These jurisdictions’ rules regarding tax nexus are complex and vary significantly. As a result, jurisdictions in which we have not historically collected or accrued sales, use, value added, or other taxes could assert our liability for such taxes. Our liability for these taxes and associated penalties could exceed our original estimates. This could result in ~~substantial~~our ~~tax~~common ~~liabilities~~stock ~~and~~being ~~related~~delisted ~~penalties for past sales. It could also discourage customers~~ from ~~using~~the ~~our software solutions platform or otherwise harm our business and operating results~~exchange.

~~Risks~~Delisting ~~Related~~could have several adverse consequences for our company and our shareholders. It would likely reduce the liquidity and marketability of our common stock, making it more difficult for shareholders to ~~Being~~buy aor ~~Public~~sell ~~Company~~shares. Delisting may also negatively impact our ability to raise capital, attract and retain employees, and pursue strategic transactions. Furthermore, it could diminish our visibility and credibility in the marketplace, potentially affecting relationships with customers, suppliers, and other business partners.

~~The~~If ~~market~~we are unable to improve our stock price ofor otherwise comply with the listing requirements, and our common stock is ~~and~~delisted, ~~could~~it ~~remain~~may ~~highly~~only ~~volatile~~be traded on the over-the-counter market, ~~and~~which ~~has~~is ~~declined~~generally less liquid and ~~may~~more ~~continue~~volatile. toThis ~~decline~~could ~~regardless~~further depress the market price of our ~~operating~~common ~~performance~~stock and adversely affect the value of your investment. You ~~may~~could lose some or all of your investment.

~~The~~Activist ~~trading~~shareholders ~~price of our common stock is and~~ could ~~remain~~disrupt ~~volatile and subject to significant fluctuations. The trading price of~~ our ~~common stock depends on many factors~~operations, ~~including~~cause ~~those described in this “Risk Factors” section~~uncertainty, ~~many~~and ofadversely ~~which~~affect ~~are beyond~~ our ~~control~~business and ~~may not be related to our operating performance. We do not intend to pay cash dividends on our common~~ stock ~~for the foreseeable future~~price.

~~Furthermore,~~We ~~the~~may ~~stock~~be ~~markets~~subject into ~~general~~actions ~~have~~or ~~experienced~~proposals ~~extreme~~from ~~volatility~~activist shareholders, ~~which~~including ~~has~~unsolicited ~~sometimes~~offers ~~been unrelated~~ to ~~the~~acquire ~~operating~~control, ~~performance~~proposals ofto ~~the~~change ~~issuer.~~our ~~The~~governance ~~trading~~structure, ~~price~~or ofdemands ~~our~~for ~~common~~strategic, ~~stock~~operational, ~~may~~or befinancial ~~adversely~~changes. ~~affected~~Activist byshareholders ~~third~~may ~~parties~~seek ~~trying~~ to ~~drive~~effect ~~down~~changes orin ~~drive~~how up the ~~market~~Company ~~price.~~is ~~Short~~governed, ~~sellers and others~~managed, ~~some~~or ~~of whom post anonymously on social media~~operated, or may beseek ~~positioned~~ to ~~profit~~acquire ifcontrol ~~our~~of ~~stock~~the ~~declines~~Company orwithout ~~otherwise~~paying ~~exhibits~~a ~~volatility,~~premium ~~and~~for ~~their~~all ~~activities can negatively affect our stock price and increase the volatility~~ of our ~~stock~~outstanding ~~price~~shares. ~~These~~Such ~~broad~~activities ~~market~~could ~~and~~include ~~industry~~public ~~factors~~campaigns, ~~may~~proxy ~~seriously harm the market price of our common stock~~contests, ~~regardless~~or ~~of our operating performance~~litigation.

InResponding ~~addition,~~to inactivist ~~the~~shareholders ~~past,~~can ~~following~~be ~~periods~~costly ofand ~~volatility~~time-consuming, inmay ~~the~~divert ~~overall market and~~ the ~~market~~attention ~~prices~~ of ~~particular~~our ~~companies’~~Board ~~securities,~~of ~~securities~~Directors ~~class~~and ~~action~~management ~~litigations~~from ~~have~~the ~~often~~operation ~~been instituted against these companies. Litigation~~ of ~~this~~our ~~type~~business, ifand ~~instituted~~could ~~against~~disrupt ~~us,~~our ~~could~~ability ~~result~~to inexecute ~~substantial~~our ~~costs~~strategic ~~and~~plans. aEven ~~diversion~~if ofactivist ~~our~~campaigns ~~management’s~~are ~~attention~~not ~~and~~successful, ~~resources.~~the ~~Any~~process ~~adverse~~of ~~determination~~engaging inwith ~~any~~activist ~~such~~shareholders ~~litigation~~and orresponding ~~any~~to ~~amounts~~their ~~paid~~proposals tocan ~~settle~~create ~~any~~uncertainty ~~such~~among ~~actual~~employees, orcustomers, ~~threatened~~suppliers, ~~litigation~~and ~~could~~other ~~require~~stakeholders, ~~that~~potentially weharming ~~make~~our ~~significant~~business ~~payments~~relationships and reputation.

In addition, perceived or actual actions by activist shareholders may cause volatility in the market price of our common stock, particularly if activist campaigns are accompanied by negative publicity or speculation regarding the Company’s future. If activist shareholders are successful in electing directors or effecting changes in management or strategy, such changes may not be in the best interests of all shareholders and could adversely affect our business, financial condition, and results of operations.

~~Table~~The actions of ~~Contents~~activist shareholders may adversely impact our ability to achieve our business objectives, maintain stable operations, and deliver long-term value to our shareholders.

IfWe ~~securities or industry analysts~~ do not ~~publish~~intend ~~research~~to orpay ~~reports~~dividends ~~about~~on our ~~business~~common orstock ~~publish~~for ~~negative~~the ~~reports~~foreseeable future, ~~the~~and ~~market~~investors ~~price~~should ofintend ~~our~~to ~~common~~rely on stock ~~could~~price ~~decline~~appreciation for a return on their investment.

~~The~~We ~~trading~~have ~~market~~never ~~for~~declared ~~our common stock will be influenced by the research and reports that industry~~ or ~~securities~~paid ~~analysts~~any ~~publish~~cash ~~about~~dividends uson or our ~~business.~~common ~~We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us~~stock, ~~the price~~ and ~~trading~~we ~~volume~~do ofnot ~~our~~anticipate ~~securities~~paying ~~would likely be negatively impacted. If~~ any ofcash ~~the~~dividends ~~analysts~~in ~~that may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors,~~ the ~~price~~foreseeable ~~of our securities would likely decline~~future. IfOur ~~any~~current ~~analyst~~policy ~~that~~is ~~may~~to ~~cover~~retain usall ~~ceases~~available ~~covering~~funds usand orfuture ~~fails to regularly publish reports on us~~earnings, weif ~~could lose visibility in the financial markets~~any, ~~which~~to ~~could~~fund ~~cause~~ the ~~price~~development orand ~~trading~~growth ~~volume~~ of our ~~securities to decline. Moreover~~business, ifsupport ~~one~~our orworking ~~more~~capital ofneeds, ~~the~~and ~~analysts~~for ~~who~~general ~~cover~~corporate uspurposes. ~~downgrades~~As ~~our~~a ~~common~~result, ~~stock~~investors orseeking ifcash ~~our~~dividends ~~reporting~~should ~~results do~~ not ~~meet~~purchase ~~their expectations, the market price of~~ our common stock ~~could decline~~.

~~Our~~Any ~~ability~~future determination to ~~timely~~pay ~~raise~~dividends ~~capital~~will inbe at the ~~future~~discretion ~~may~~of beour ~~limited,~~Board orof ~~may~~Directors beand ~~unavailable~~will depend on ~~acceptable~~a ~~terms~~number of factors, ifincluding atour ~~all.~~financial ~~Our~~condition, ~~failure~~results toof ~~raise~~operations, capital ~~when~~requirements, ~~needed~~contractual ~~could~~restrictions, ~~harm~~and ~~our~~other ~~business,~~factors ~~operating~~that ~~results~~the ~~and~~Board ~~financial~~of ~~condition~~Directors may deem relevant. ~~Debt~~In ~~issued~~addition, toour ~~raise~~ability ~~additional~~to ~~capital~~pay dividends may ~~reduce~~be ~~the~~limited ~~value~~by ofcovenants ~~our~~in ~~common~~any ~~stock~~future debt agreements or other financing arrangements.

WeAccordingly, ~~have~~investors ~~funded~~should intend to rely on sales of their shares of our ~~operations~~common ~~since~~stock ~~inception~~after ~~primarily~~price ~~through~~appreciation, which may never occur, as the ~~continued~~only ~~financial~~way ~~support~~to ~~from~~realize ~~our~~any ~~shareholders~~future ~~and~~gains ~~other~~on ~~related~~their ~~parties~~investment. WeIf ~~cannot~~our becommon ~~certain~~stock ~~when~~does ornot ifappreciate ~~our~~in ~~operations~~value, ~~will~~or ~~generate~~if ~~sufficient~~it ~~cash~~declines toin ~~fund~~value, ~~our~~investors ~~ongoing~~may ~~operations~~lose part or ~~the~~all ~~growth~~ of ~~our~~their ~~business~~investment.

WeOur ~~intend~~ability to ~~continue~~timely toraise ~~make~~capital ~~investments~~in tothe ~~support~~future ~~our business and~~ may ~~require~~be ~~additional~~limited, ~~funds.~~or ~~Additional financing~~ may ~~not~~ be ~~available~~unavailable on ~~favorable~~acceptable terms, if at all~~. If adequate funds are not available on acceptable terms~~, ~~we may be unable to invest in future growth opportunities, which could harm our business, operating results~~ and ~~financial condition. If~~ we ~~incur~~cannot ~~debt,~~be ~~the~~certain ~~terms~~when ~~of such debt, including the accrual of interest at fixed~~ or ~~variable~~if ~~interest rates, could restrict~~ our operations, ~~including~~will ~~our~~generate ~~ability~~sufficient cash to ~~pay~~fund ~~dividends on~~ our ~~common~~ongoing ~~stock.~~operations Moreover, as a result of widespread inflation in the global economy, certain governmental authorities responsible for administering monetary policy have recently increased, and may continue to increase, applicable central bank interest rates, which could increase the costs required to obtain debt financing in the future or ~~refinance any such future indebtedness Furthermore, if we incur debt,~~ the ~~debt~~growth ~~holders could have rights senior to holders~~ of ~~common stock to make claims on~~ our ~~assets~~business. ~~As a result, our stockholders bear the risk of future issuances of debt securities reducing the value of our common stock.~~

~~The~~Our ~~requirements~~ability ofto ~~being~~timely araise ~~public~~capital ~~company~~in the future may be limited, ~~including~~or ~~compliance~~may ~~with~~be ~~the~~unavailable ~~reporting~~on ~~requirements~~acceptable ofterms, ~~the~~if ~~Exchange~~at ~~Act~~all. Our failure to raise capital when needed could harm our business, operating results and financial condition. Debt issued to raise additional capital may reduce the ~~requirements~~value of our common stock. Furthermore, if we were to incur debt, the ~~Sarbanes-Oxley~~terms ~~Act~~of ~~and~~such debt, including the ~~requirements~~accrual and payment of interest at fixed or variable interest rates, could restrict our operations. Moreover, as a result of widespread inflation in the ~~Nasdaq~~global economy, certain governmental authorities responsible for administering monetary policy have recently increased, and may ~~strain~~continue ~~our~~to ~~resources~~increase, applicable central bank interest rates, which could increase ~~our~~the costs ~~and~~required ~~require~~to ~~additional~~obtain ~~attention~~debt offinancing ~~management~~in the future or refinance any such future indebtedness Furthermore, ~~and~~if we ~~may~~incur bedebt, ~~unable~~the debt holders could have rights senior to ~~comply~~holders ~~with~~of ~~these~~common ~~requirements~~stock into make claims on our assets. As a ~~timely~~result, orour ~~cost-effective~~stockholders ~~manner~~bear the risk of future issuances of debt securities reducing the value of our common stock.

AsIt ais ~~public~~not ~~company,~~possible ~~we are subject~~ to ~~laws,~~predict ~~regulations and requirements, certain corporate governance provisions of~~ the ~~Sarbanes-Oxley~~actual ~~Act,~~number ~~related regulations~~ of ~~the~~shares ~~SEC and the requirements of the Nasdaq, which~~ we ~~were~~will ~~not~~sell ~~required~~ to ~~comply with as a private company~~B. AsRiley aunder ~~newly public company as a result of~~ the ~~Business~~Committed ~~Combination,~~Equity ~~complying with these statutes~~Facility, ~~regulations~~or and requirements will occupy a significant amount of time of our board of directors and management and significantly increases our costs and expenses. For example, we have to institute a more comprehensive compliance function, comply with rules promulgated by the ~~Nasdaq,~~actual ~~prepare~~gross ~~and~~proceeds ~~distribute~~resulting ~~periodic~~from ~~public reports in compliance with our obligations under the federal securities laws, and establish new internal policies, such as~~ those ~~relating to insider trading~~sales. ~~We also have to retain and rely on outside counsel and accountants to a greater degree in these activities. In addition~~Further, ~~being subject to these rules and regulations make it more expensive for us to obtain director and officer liability insurance, and~~ we may benot ~~required~~have toaccess ~~accept reduced policy limits and coverage or incur substantially higher costs~~ to ~~obtain~~ the ~~same~~full oramount ~~similar~~available ~~coverage.~~under Asthe aCommitted ~~result,~~Equity ~~it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officer~~Facility.

~~Our~~On ~~management~~July ~~has~~14, ~~limited~~2025, ~~experience~~we inentered ~~operating~~into a ~~public~~common ~~company~~stock purchase agreement (the “Committed Equity Facility”) with B. Riley Principal Capital, LLC (“B. Riley”), pursuant to which B. Riley has committed to purchase up to $50.0 million of our common stock, subject to certain limitations and conditions set forth in the Committed Equity Facility. The shares of our common stock that may ~~not~~be issued under the Committed Equity Facility may be ~~able~~sold by us to ~~adequately~~B. ~~develop~~Riley ~~and~~at ~~implement~~our ~~the~~discretion ~~governance~~from time to time over an approximately 36-month period. As of October 17, ~~compliance~~2025, ~~risk~~the ~~management~~most ~~and~~recent ~~control~~date ~~infrastructure~~of ~~and~~such ~~culture~~a ~~required~~sale, ~~for~~we had sold a ~~public~~total ~~company~~of 8,410,321 ~~including~~shares ~~compliance~~of ~~with~~our ~~the~~common ~~Sarbanes~~stock ~~Oxley~~to ~~Act~~B. Riley for net proceeds of $33.2 million.

~~Our~~We ~~executive~~generally ~~officers~~ have ~~limited experience in~~ the ~~management~~right ofto acontrol ~~publicly~~the ~~traded~~timing ~~company.~~and ~~Our~~amount ~~management~~of ~~team~~any ~~may~~sales ~~not~~of ~~successfully~~our orshares ~~effectively~~of ~~manage~~common ~~its~~stock ~~transition~~ to aB. ~~public~~Riley ~~company~~under ~~that~~the ~~will~~Committed beEquity ~~subject~~Facility. toSales ~~significant~~of ~~regulatory~~our ~~oversight~~common ~~and~~stock, ~~reporting~~if ~~obligations~~any, ~~under~~to ~~federal~~B. ~~securities~~Riley ~~laws.~~under ~~Their~~the ~~limited~~Committed ~~experience~~Equity inFacility ~~dealing~~depend ~~with~~upon ~~the~~market ~~increasingly~~conditions ~~complex~~and ~~laws~~other ~~pertaining~~factors to ~~public companies could~~ be adetermined ~~significant~~by ~~disadvantage~~us. inWe ~~that it is likely that an increasing amount of their time~~ may beultimately ~~devoted~~decide to ~~these~~sell ~~activities which will result in less time being devoted~~ to ~~our management and growth~~B. WeRiley ~~may~~all ~~not~~or ~~have~~only ~~adequate~~a ~~personnel~~portion ~~with the appropriate level~~ of ~~knowledge, experience, and training in~~ the ~~accounting~~shares ~~policies, practices or internal controls over financial reporting required~~ of ~~public~~our ~~companies~~common instock ~~the~~that ~~U.S.~~may ~~The~~be ~~development~~available ~~and implementation of the standards and controls necessary~~ for us to ~~achieve~~sell ~~the~~to ~~level~~B. ofRiley ~~accounting~~pursuant ~~standards~~to ~~required of a public company in~~ the ~~U.S.~~Committed ~~may~~Equity ~~require costs greater than expected~~Facility. ItDepending ison ~~possible~~market ~~that~~liquidity weat ~~will~~the betime, ~~required~~resales toof ~~expand~~those ~~its~~shares ~~employee~~by ~~base~~B. ~~and~~Riley ~~hire~~may ~~additional~~cause ~~employees~~the ~~to support its operations as a~~ public ~~company~~trading ~~which~~price ~~will~~of ~~increase~~our ~~its~~common ~~operating~~stock ~~costs~~to ~~in future periods~~decrease.

~~Table~~Because the purchase price per share to be paid by B. Riley for the shares of ~~Contents~~common stock that we may elect to sell to B. Riley under the Committed Equity Facility will fluctuate based on the market prices of our common stock during the applicable purchase valuation period for each purchase made pursuant to the Committed Equity Facility, it is not possible for us to predict, as of the date of this filing and prior to any such sales, the number of shares of common stock that we will ultimately sell to B. Riley under the Committed Equity Facility, the purchase price per share that B. Riley will pay for shares purchased from us under the Committed Equity Facility, or the aggregate gross proceeds that we will receive from those purchases by B. Riley under the Committed Equity Facility.

~~Some~~Moreover, ~~provisions~~although the Committed Equity Facility provides that we may, in our discretion, from time to time during the term of ~~Delaware~~the ~~law~~Committed ~~and~~Equity Facility direct B. Riley to purchase shares of our ~~certificate~~common stock from us, for a maximum aggregate purchase price of ~~incorporation~~up ~~and~~to ~~bylaws~~$50.0 million, only 20,326,159 shares of common stock of which 83,353 represent the commitment shares we issued to B. Riley upon our execution of the Committed Equity Facility on July 14, 2025 were registered for resale under a registration statement on Form S-1. Accordingly, only 20,242,806 of such shares represent shares that we may ~~deter~~elect, ~~third~~in ~~parties~~our ~~from~~sole ~~acquiring~~discretion, usto issue and ~~diminish~~sell to B. Riley, from time to time under the ~~value~~Committed Equity Facility. Because the market price of our ~~Common~~common ~~Stock~~stock fluctuates, the actual purchase prices to be paid by B. Riley for shares of our common stock that we direct it to purchase under the Committed Equity Facility also fluctuate because they will be based on the current market price of our common stock at the time of each purchase. In order to receive aggregate gross proceeds equal to B. Riley’s $50.0 million total aggregate purchase commitment under the Committed Equity Facility, we would have to register additional shares of common stock.

In addition, under the applicable Nasdaq rules, we may not issue to B. Riley more than 20,326,159 shares of common stock without stockholder approval, which number of shares is equal to 19.99% of the shares of the common stock outstanding immediately prior to the execution of the Committed Equity Facility. As a result, if it becomes necessary for us to issue and sell to B. Riley an aggregate number of shares that would exceed that limit (excluding certain issuances), then before we could issue any shares of common stock in excess of the share issuance limit under the Committed Equity Facility, we would also need to obtain the requisite stockholder approval.

Any issuance and sale by us under the Committed Equity Facility of a substantial amount of shares of common stock could cause additional substantial dilution to our stockholders, which may not be in your best interest as a stockholder.

Our inability to access a portion or the full amount available under the Committed Equity Facility, in the absence of any other financing sources, could have a material adverse effect on our business.

Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us and diminish the value of our common stock.

Our certificate of incorporation and bylaws provide for, among other things:

•the ability of our ~~board~~Board of ~~directors~~Directors ~~(the “Board”)~~ to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change in control;

•prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings; and

•certain limitations on convening special stockholder meetings.

In addition, in our certificate of incorporation, we have not opted out of Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in certain “business combinations” with any “interested stockholder” for a three‑year period following the time that the stockholder became an interested stockholder, unless:

prior to such time, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of voting stock outstanding at the time the transaction commenced, excluding certain shares; or

at or subsequent to that time, the business combination is approved by our Board and by the affirmative vote of holders of at least two‑thirds of the votes of our outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the votes of our outstanding voting stock. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with us for a three‑year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our Board approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our Board and may make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

These provisions in our certificate of incorporation and our bylaws, as well as Delaware law, may discourage, delay or prevent a transaction involving a change in control of us that is in the best interest of its minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our Common Stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for stockholders to nominate directors for election to our board of directors and take other corporate actions.

We are an emerging growth company within the meaning of the Securities Act and a smaller reporting company within the meaning of the Exchange Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” or “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes‑Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from say‑on‑pay, say‑on‑frequency and say‑on‑golden parachute voting requirements. As a result, our stockholders may not have access to certain information they may deem important. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year: (a) following January 13, 2030, the fifth anniversary of the Closing; (b) in which we have total annual gross revenue of at least $1,235,000,000; or (c) in which we are deemed to be a large accelerated filer, which means the market value of the shares of our Common Stock that are held by non‑affiliates exceeds $700,000,000 as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1,000,000,000 in non‑convertible debt securities during the prior three‑year period.

~~Table~~•prior to such time, the Board of ~~Contents~~Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

~~Further,~~•upon ~~Section~~consummation ~~102(b)(1)~~ of the ~~JOBS~~transaction ~~Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (~~that ~~is,~~resulted ~~those~~in ~~that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under~~ the ~~Exchange~~stockholder ~~Act)~~becoming ~~are~~an ~~required~~interested tostockholder, ~~comply with~~ the ~~new~~interested orstockholder ~~revised~~owned ~~financial~~at ~~accounting~~least ~~standards.~~85% ~~The JOBS Act provides that a company can elect to opt out~~ of ~~the~~voting ~~extended~~stock ~~transition~~outstanding ~~period~~at ~~and comply with~~ the ~~requirements~~time ~~that apply to non‑emerging growth companies but any such election to opt out is irrevocable. We intend to take advantage of~~ the ~~benefits~~transaction ofcommenced, ~~this~~excluding ~~extended~~certain ~~transition~~shares; ~~period.~~or

We•at ~~cannot~~or ~~predict~~subsequent ~~whether~~to ~~investors~~that ~~will~~time, ~~find~~the ~~our~~business ~~securities~~combination ~~less~~is ~~attractive~~approved ~~because~~by ~~we rely on these exemptions. If some investors find~~ our ~~securities~~Board ~~less~~and ~~attractive~~by asthe aaffirmative ~~result~~vote of ~~our~~holders ~~reliance~~of onat ~~these~~least ~~exemptions,~~two‑thirds of the ~~trading~~votes ~~prices~~ of our ~~securities~~outstanding ~~may~~voting bestock ~~lower~~that ~~than~~is ~~they~~not ~~otherwise~~owned ~~would~~by ~~be, there may be a less active trading market for our securities and~~ the ~~trading~~interested ~~prices of our securities may be more volatile~~stockholder.

~~Our~~Generally, ~~failure~~a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to ~~timely~~the ~~and~~interested ~~effectively~~stockholder. ~~implement~~Subject ~~controls~~to ~~and~~certain ~~procedures~~exceptions, ~~required~~an by“interested ~~Section~~stockholder” ~~404(~~is a) ofperson who, together with that person’s affiliates and associates, owns, or within the ~~Sarbanes‑Oxley~~previous ~~Act~~three ~~could~~years ~~negatively~~owned, ~~impact~~15% or more of the votes of our ~~business~~outstanding voting stock. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors.

AsUnder acertain ~~public company~~circumstances, wethis ~~are~~provision ~~subject~~will tomake ~~Section~~it ~~404~~more ofdifficult ~~the~~for ~~Sarbanes‑Oxley~~a ~~Act~~person ~~and~~who ~~are~~would ~~required~~be toan ~~provide~~“interested ~~management’s~~stockholder” ~~attestation~~to oneffect ~~internal~~various ~~controls.~~business ~~The~~combinations ~~standards~~with ~~required~~us for a ~~public company under Section 404(a) of the Sarbanes~~three‑~~Oxley~~year ~~Act~~period. ~~are~~This ~~significantly~~provision ~~more~~may ~~stringent~~encourage ~~than~~companies ~~those~~interested ~~required~~in ofacquiring us ~~as a privately held company. Management may not be able~~ to ~~effectively~~negotiate ~~and~~in ~~timely~~advance ~~implement~~with ~~controls~~our ~~and~~Board ~~procedures~~of ~~that~~Directors ~~adequately~~because ~~respond to~~ the ~~increased~~stockholder ~~regulatory~~approval ~~compliance~~requirement ~~and~~would ~~reporting~~be ~~requirements.~~avoided Ifif our ~~management~~Board isapproves ~~unable~~either tothe ~~conclude~~business ~~that~~combination ~~we have effective internal control over financial reporting,~~ or ~~to certify~~ the ~~effectiveness~~transaction ofthat ~~such~~results ~~controls,~~in ~~and~~the ~~our~~stockholder ~~independent~~becoming ~~registered public accounting firm cannot render~~ an ~~unqualified~~interested ~~opinion~~stockholder. onThese ~~management’s~~provisions ~~assessment~~also ~~and~~may have the ~~effectiveness~~effect of ~~our~~preventing ~~internal~~changes ~~control over financial reporting at such time as it is required to do so, and material weaknesses~~ in our ~~internal~~Board ~~control over financial reporting are identified, we could be subject to regulatory scrutiny, a loss of public~~ and ~~investor~~may ~~confidence,~~make ~~prevent~~it usmore ~~from~~difficult ~~obtaining capital on favorable terms or at all, and~~ to ~~litigation~~accomplish ~~from~~transactions ~~investors~~that ~~and~~ stockholders, ~~which could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes, and controls, we~~ may ~~not~~otherwise bedeem ~~able~~ to ~~manage~~be ~~our business effectively or accurately report our financial performance on a timely basis, which could cause a decline~~ in ~~our~~their ~~stock~~best ~~price and adversely affect our business, financial condition, and results of operations~~interests. Failure to comply with the Sarbanes‑Oxley Act could potentially subject us to sanctions or investigations by the SEC, Nasdaq or other regulatory authorities, which would require additional financial and management resources.

~~Item~~These 1Bprovisions in our certificate of incorporation and our bylaws, as well as Delaware law, may discourage, delay or prevent a transaction involving a change in control of us that is in the best interest of its minority stockholders. ~~Unresolved~~Even ~~Staff~~in ~~Comments~~the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts. These provisions could also make it more difficult for stockholders to nominate directors for election to our Board of Directors and take other corporate actions.

~~None.~~General Risk Factors

~~Item~~Macroeconomic ~~1C.~~conditions ~~Cybersecurity.~~could materially adversely affect our business, financial condition, results of operations, and prospects.

~~Risk~~Macroeconomic ~~Management~~conditions, such as persistent inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, credit and ~~Strategy~~debt concerns, decreasing consumer confidence and spending, including capital spending, concerns about the stability and liquidity of certain financial institutions, prolonged or recurring U.S. federal government shutdowns, epidemics, pandemics and other health crises, and global recessions can adversely impact demand for our products, which could negatively impact our business, financial condition, results of operations, and prospects. Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies, including tariffs, the Russian invasion of Ukraine and the conflicts in the Middle East, and monetary and financial uncertainties.

WeThe ~~have~~impacts inof ~~place~~these ~~certain~~macroeconomic ~~infrastructure~~conditions, ~~systems,~~and ~~policies,~~the ~~and~~actions ~~procedures~~taken ~~that~~by ~~are~~governments, ~~designed~~central tobanks, ~~proactively~~companies, and ~~reactively~~consumers ~~address~~in ~~circumstances~~response, ~~that~~have ~~arise~~resulted ~~when~~in, ~~unexpected~~and ~~events~~may ~~such~~continue asto aresult ~~cybersecurity~~in, ~~incident~~higher ~~occur.~~inflation ~~These~~in ~~include~~the ~~processes~~United ~~for~~States ~~assessing,~~and ~~identifying~~globally, ~~and~~which ~~managing~~is ~~material~~likely, ~~risks~~in ~~from~~turn, ~~cybersecurity~~to ~~threats.~~lead ~~Our~~to ~~information~~an ~~security~~increase ~~management~~in ~~program~~costs ~~generally~~and ~~follows~~may ~~processes~~cause ~~outlined~~changes in ~~frameworks~~fiscal ~~such~~and asmonetary ~~the~~policy, ~~International~~including ~~Organization~~additional ~~for~~increases ~~Standardization's~~in ~~(“ISO”)~~interest ~~international~~rates. ~~standard~~Tariffs ~~for~~on ~~Information~~equipment ~~Security~~or ~~(“ISO~~materials ~~27001”)~~that ~~and~~we ~~the~~may ~~National~~rely ~~Institute~~on ofor ~~Standards~~use ~~and~~for ~~Technology's~~our ~~Cybersecurity~~products ~~Framework~~could ~~2.0~~cause ~~(“NCSF”) and we evaluate and evolve~~ our ~~security~~costs ~~measures~~to ~~as appropriate~~increase. AsOther ofadverse ~~December~~impacts ~~31,~~of ~~2024,~~recent wemacroeconomic conditions have ~~not~~been, ~~completed~~and ~~all~~may ofcontinue ~~the requirements~~ to be, ~~ISO~~supply ~~27001~~chain orconstraints, ~~NCSF~~logistics ~~certified. We consult with external parties~~challenges, ~~such~~liquidity asconcerns ~~cybersecurity~~in ~~firms~~the ~~and~~broader ~~risk~~financial ~~management~~services ~~and governance experts~~industry, onand ~~risk~~fluctuations ~~management~~in ~~and~~labor ~~strategy~~availability.

Identifying, assessing, and managing cybersecurity risk is integrated into our overall risk management systems and processes, and we have in place cybersecurity and data privacy training and policies designed to (a) respond to new requirements in global privacy laws and (b) prevent, detect, respond to, mitigate and recover from identified and significant cybersecurity threats.

We also have a vendor risk assessment process consisting of the distribution and review of supplier questionnaires designed to help us evaluate cybersecurity risks that we may encounter when working with third parties that have access to confidential and other sensitive company information. We take steps designed to ensure that such vendors have implemented data privacy and security controls that help mitigate the cybersecurity risks associated with these vendors. We routinely assess our high-risk suppliers’ conformance to industry standards (e.g., ISO 27001, ISO's international standard for Supply Chain Security Management (“ISO 28001”), the NCSF, and the Customs-Trade Partnership Against Terrorism), and evaluate them for additional information, product, and physical security requirements.

Refer to “Item 1A. Risk Factors” in this Annual Report for additional information about risks related to cybersecurity.

~~Table~~Our ofsupply ~~Contents~~chain and production process may be affected by tariffs on equipment or materials that we may rely on or use for our products, which could also cause our costs to increase.

~~Governance~~We cannot predict what actions, if any, may be taken with respect to tariffs or trade relations between the United States and China, what products may be subject to the imposition of tariffs by the United States, or what actions may be taken by China in retaliation. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs, trade agreements or related policies have the potential to adversely impact our supply chain and access to equipment, and our costs. Tariffs imposed on components or equipment that we source from China will increase our costs and could have an adverse impact on our operating results and financial conditions in future periods. Our supply chain and product assembly is global in nature. While most of the goods movement, including imports and exports, required to manufacture and test our products is restricted to Asian countries, there are certain components that are often required to enter or exit the United States. Those components are at the highest risk of being affected by the aforementioned changes, and in turn disrupting the supply chain and our product pipeline.

~~Information~~In ~~security~~a ~~matters,~~higher ~~including~~inflationary ~~managing and assessing risks from cybersecurity threats~~environment, ~~remain~~we ~~under~~may ~~the~~be ~~oversight~~unable ofto ~~the~~raise ~~Company’s Board of Directors, or~~ the ~~Board.~~prices ~~The Audit Committee~~ of ~~the~~our ~~Board,~~products orsufficiently ~~the~~to ~~Audit~~keep ~~Committee,~~up ~~also~~with ~~reviews~~ the ~~adequacy~~rate ~~and effectiveness~~ of ~~the Company’s information security policies and practices and the internal controls regarding information security risks~~inflation. ~~The~~A ~~Audit~~higher ~~Committee~~inflationary ~~receives~~environment ~~regular~~can ~~information~~also ~~security~~negatively ~~updates~~impact ~~from~~equipment, ~~management.~~material, ~~The~~and ~~Board~~logistics ~~also~~costs ~~receives~~that, ~~annual~~in ~~reports~~turn, onmay ~~information~~increase ~~security~~the ~~matters~~costs ~~from~~of ~~members~~producing ofand distributing our ~~security team~~products.

~~Our~~Reports ~~security~~published ~~efforts are managed~~ by ~~a team of IT~~analysts, ~~engineering,~~including ~~operations,~~projections ~~and~~in ~~legal~~those ~~professionals.~~reports ~~We have established a cross-functional leadership team, consisting of executive-level leaders,~~ that ~~meets~~differ ~~regularly~~from toour ~~review~~actual ~~cybersecurity matters and evaluate emerging threats. With oversight and guidance provided by the cross-functional leadership team~~results, ~~our~~could ~~information~~adversely ~~security~~affect ~~teams refine our practices to address emerging security risks and changes in regulations. Our leadership team also participates in cybersecurity incident response efforts by engaging with~~ the ~~incident~~price ~~response team~~ and ~~helping~~trading ~~direct~~volume ~~the company’s response to and assessment~~ of ~~certain~~our ~~cybersecurity~~common ~~incidents~~stock.

WeSecurities ~~have~~research ~~designated~~analysts amay ~~Network~~establish and ~~Security~~publish ~~Engineer,~~their ~~who~~own ~~reports~~periodic toprojections ~~the~~for ~~Director~~us. ofThese ITprojections &may ~~Security,~~vary towidely ~~assess~~ and ~~manage~~may ~~our~~not ~~material~~accurately ~~cybersecurity~~predict ~~risks~~the ~~and~~results ~~threats~~we actually achieve. InOur ~~this~~share ~~role,~~price ~~the~~may ~~Network~~decline ~~and~~if ~~Security~~our ~~Engineer~~actual ~~installs~~results ~~and~~do ~~manages~~not ~~our~~match ~~corporate~~the ~~firewalls,~~projections ~~Enterprise~~of ~~Infrastructure~~these ~~engineering~~securities research analysts. Similarly, if one or more of the analysts write reports and ~~network~~downgrade ~~analysis,~~our ~~but~~stock ~~also~~or ~~supports~~publish inaccurate or unfavorable research about our ~~incident~~business, ~~response~~our ~~and~~share ~~vulnerability~~price ~~management~~could ~~efforts~~decline. ~~With~~If ~~over~~one 10or ~~years~~more of ~~experience~~these inanalysts ~~cybersecurity,~~cease ~~the~~coverage ~~Engineer~~of ~~ensures~~us ~~our~~or ~~controls~~fail ~~remain~~to ~~effective~~publish ~~and~~reports ~~that~~on ~~any~~us ~~emerging~~regularly, ~~threats~~our ~~are~~securities ~~promptly~~price ~~addressed~~or trading volume could decline.

~~Item~~Our 2.actual ~~Properties~~operating results may differ significantly from any guidance that we may provide.

~~Our~~From ~~corporate~~time ~~headquarters~~to ~~are~~time, ~~located~~we may release projections or guidance in Elour ~~Dorado~~quarterly ~~Hills~~earnings releases, ~~California~~quarterly ~~where~~earnings weconference ~~lease~~calls, ~~approximately~~or ~~1,753~~otherwise ~~square~~regarding ~~feet~~our future performance that represents our management’s estimates as of ~~office~~the ~~space~~date ~~pursuant~~of torelease. aAny ~~lease~~guidance ~~that~~we ~~expires~~provide is based on ~~June~~certain 15assumptions, ~~2025~~which may or may not prove to be correct. ~~Our~~Failure Elto ~~Dorado~~meet ~~Hills~~announced ~~premises~~guidance ~~contains~~or ~~administrative~~market ~~functions~~expectations ofgoing ~~the~~forward, ~~company.~~particularly Wewith ~~also~~respect ~~lease~~to ~~approximately~~our 4operational and financial results,~~192~~ ~~square~~shareholder ~~feet~~returns, and expectations regarding the success of ~~office~~our ~~space~~business ~~pursuant~~initiatives, whether due to aour ~~lease~~assumptions ~~that~~not ~~expires~~being onmet ~~September~~or 1the impact of various risks and uncertainties, ~~2026.~~is ~~Our~~likely ~~San~~to ~~Jose~~result ~~premises~~in ~~contains~~either ~~engineering~~or ~~and~~both ~~research~~a ~~and~~decline ~~development~~in ~~functions~~or increased volatility in the market price of our stock. In addition, price and volume fluctuations in the ~~company~~stock market as a whole may affect the market price of our stock in ways that may be unrelated to our financial performance.

We ~~lease~~may ~~approximately~~be ~~35,000~~subject ~~square feet of office space in Hyderabad, India pursuant~~ to ~~leases that expire on September 30~~litigation, ~~2028. Our India premises contains engineering~~claims, ~~research and development~~investigations, and ~~administrative~~regulatory ~~functions~~actions offrom ~~the~~time ~~company~~to time.

WeFrom ~~lease~~time ~~approximately~~to 1time,~~000~~ ~~square~~we ~~feet~~may ofbe ~~office~~involved ~~space~~in various legal proceedings, claims, investigations, and regulatory actions arising in the ~~United~~ordinary ~~Kingdom~~course ~~pursuant~~of toour abusiness. ~~lease~~These ~~that~~matters ~~expires~~may oninclude, ~~August~~but 9are not limited to, ~~2029.~~commercial ~~Our~~disputes, ~~U.K.~~employment-related ~~premises~~claims, ~~contains~~intellectual ~~engineering~~property matters, ~~research~~product ~~and~~liability, ~~development~~contractual obligations, and ~~administrative~~regulatory ~~functions~~compliance issues. The outcome of ~~Blaize.~~litigation Weand ~~also~~other ~~lease~~legal ~~approximately~~proceedings 1is inherently uncertain,~~500~~ ~~square~~and ~~feet~~regardless of ~~office~~the ~~space~~merits inof the ~~United~~claims, ~~Kingdom~~defending ~~pursuant~~against tosuch aactions ~~lease~~can ~~that~~be ~~expires on July 15~~costly, ~~2025~~time-consuming, ~~which~~and ~~contains~~may ~~engineering~~divert ~~and~~management’s ~~R&D~~attention ~~functions~~from ~~for~~our ~~Blaize~~core business operations.

WeAdverse ~~believe~~outcomes ~~that~~in ~~our~~one ~~office~~or ~~and~~more ~~other~~of ~~space~~these isproceedings ~~adequate~~could ~~for~~result ~~our~~in ~~current~~significant ~~needs~~monetary ~~and~~damages, ~~should~~penalties, weor ~~need~~injunctive ~~additional~~relief ~~space~~against us, wewhich ~~believe~~could negatively impact our financial condition, results of operations, and reputation. Even if we ~~will~~ultimately beprevail ~~able~~in toany ~~obtain~~such ~~additional~~matters, ~~space~~the oncosts ~~commercially~~of ~~reasonable~~defense ~~terms.~~and the potential impact on our

Item 3. Legal Proceedings.

From time to time, we may become involved in litigation or other legal proceedings. Except as listed below, we are not currently a party to any litigation or legal proceedings that, in the opinion of our management, may have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Jefferies LLC v. Blaize Holdings, Inc. (formerly known as BurTech Acquisition Corp.)

On April 7, 2025, Jefferies commenced a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, seeking summary judgment in lieu of complaint. The lawsuit alleges that pursuant to the Jefferies Engagement Letter, Jefferies was entitled to receive a fee of $4,500,000 conditional on the Closing of the Business Combination, with the option for the Company to defer up to $1,000,000 of this fee for up to 12 months post-closing, and $500,000 in reimbursable expenses. Jefferies alleges that as of March 31, 2025, no fees have been paid to Jefferies under the Jefferies Engagement Letter. Jefferies seeks $3,500,000 for its fees, as well as $500,000 in expense reimbursement, as well as pre-and post-judgment interest and attorneys’ fees and legal costs incurred in connection with the lawsuit. The Company has retained counsel and intends to vigorously defend the litigation.

Item 4. Mine Safety Disclosures.

Not applicable.

~~Table~~business relationships and reputation could be material. Additionally, the initiation of ~~Contents~~litigation or regulatory actions, or the announcement of such matters, could result in negative publicity and harm our brand or market position.

~~PART~~ITEM II1B. UNRESOLVED STAFF COMMENTS

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock and warrants are traded on the Nasdaq under the ticker symbols “BZAI” and “BZAIW,” respectively (formerly BRKH and BRKHW, respectively, as well as common stock units under BRKHU).

Stockholders

As of March 31, 2025, there were 319 holders of record of our common stock and 2 holders of record of our Public Warrants. The actual number of stockholders is greater than the number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. The number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have historically not declared or paid cash dividends on our capital stock. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

We currently intend to retain any future earnings and do not expect to pay any cash dividends for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will be dependent on a number of factors, including our earnings, capital requirements and overall financial conditions.

Securities Authorized for Issuance under Equity Compensation Plans

Information regarding securities authorized for issuance under equity compensation plans required by this item will be contained in our definitive proxy statement pursuant to Regulation 14A (our “2025 Proxy Statement,”) which we will file no later than 120 days after December 31, 2024, and is hereby incorporated by reference.

Recent Sales of Unregistered Equity Securities

On January 13, 2025, immediate following Closing and pursuant to the PIPE Subscription Agreements, the Company issued 1,540,300 shares of Common Stock, at a price of $10.00 per share for an aggregate PIPE Investment of $15,403,000 in accordance with the terms of the PIPE Subscription Agreements. The shares of Common Stock issued in the PIPE Investments were offered in a private placement under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the PIPE Subscription Agreements.

On February 10, 2025, in connection with that certain Letter Agreement, dated December 23, 2024, by and between the Company and Roth Capital Partners, LLC (“Roth”), we issued approximately 63,157 shares of common stock to Roth in a private placement under the Securities Act. Further, on February 10, 2025, in connection with that certain Letter Agreement, dated January 13, 2025, by and between Legacy Blaize and Craig-Hallum Capital Group LLC and its affiliates (“Craig-Hallum”), we issued (i) 31,792 shares of common stock to Craig-Hallum and (ii) warrants exercisable for up to 50,000 shares of common stock at a price of $11.50 per share (the “CMA Warrants”), in each case, in a private placement under the Securities Act.

The issuance of these securities was made pursuant to 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, and the rules promulgated thereunder, to accredited investors. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.

Use of Proceeds from Registered Offerings

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

~~Item~~ITEM 61C. ~~[Reserved]~~ CYBERSECURITY

We recognize the critical importance of maintaining the safety and security of our systems and data and have a program for overseeing and managing cybersecurity and related risks, which is supported by both management and our Board of Directors.

Our cybersecurity functions are led by our Chief Scientist and Chief Operating Officer (“CSCOO”), who is one of the Company’s founders and reports to our Chief Executive Officer. Our CSCOO has delegated the overall responsibility for overseeing our cybersecurity management program and the protection and defense of our networks and systems to the Director of IT and Information Security (“DITIS”). The DITIS’s relevant experience in cybersecurity includes over 25 years of extensive experience, including six years with us, and roles including Director of Information Technology and Chief Information Officer at various other companies. The DITIS manages a team of IT professionals with broad experience and expertise, including in cybersecurity threat assessments, corporate firewall installation and management, enterprise infrastructure engineering, and network analysis, and who also support our cybersecurity incident response and vulnerability management efforts.

Our Board is responsible for overseeing our enterprise risk management activities in general, and the Audit Committee of the Board (“Audit Committee”), also reviews the adequacy and effectiveness of our information security policies and practices and the internal controls regarding information security risks. The Audit Committee receives regular information security updates from management. The full Board receives an update on our risk management process and the risk trends related to cybersecurity at least annually from management.

We also consult with external parties, such as cybersecurity firms and risk management and governance experts, on risk management and strategy.

Our cybersecurity strategy includes but is not limited to the following key elements:

Risk Assessment and Management – We follow processes outlined in the international standard ISO 27001, an Information Security Management System (ISMS), which helps safeguard the confidentiality, integrity, and availability of information through a structured risk management process. We believe that this approach helps us to manage cybersecurity risks by using a structured framework. However, as with any risk management program, absolute assurance cannot be provided.

Technical Security Controls – We employ layered security controls, including firewalls, identity and access management software and/or multi-factor authentication requirements for access to internal applications, and encryption technologies.

Vendor Risk Management Program – We have implemented processes to oversee, identify and manage risks from cybersecurity threats associated with our use of third-party service providers. Our vendor risk management program establishes governance, processes and tools for managing various risks related to third-party service providers, including information security and supplier-related risks.

As of December 31, 2025, we have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. For more information regarding the risks we face from cybersecurity threats, please see Part I, Item 1A, — “Risk Factors”.

~~Table~~ITEM ~~of Contents~~2. PROPERTIES

~~Item~~Our 7.corporate ~~Management’s~~headquarters ~~Discussion~~is ~~and~~located ~~Analysis~~in leased office space located in El Dorado Hills, California. All of ~~Financial~~our ~~Condition~~facilities ~~and~~are ~~Results~~substantially comprised of ~~Operations~~leased premises for office space.

~~Unless~~ITEM ~~otherwise indicated, references to “we”, “us”, “our”, “BurTech” or the “Company” in this Item 7~~3. LEGAL are to BurTech Acquisition Corp. before the consummation of the Business Combination, references to “Blaize” are to Blaize Holdings, Inc. after the consummation of the Business Combination and references to "Legacy Blaize" are to Blaize, Inc. before the consummation of the Business Combination. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes thereto included in Item 8. of this Annual Report. The financial information included in this Item 7. is that of BurTech prior to the Business Combination, as the Business Combination was consummated subsequent to the period covered by the audited consolidated financial statements in Item 8. of this Annual Report.PROCEEDINGS

~~Overview~~From time to time, we may become subject to various legal proceedings, lawsuits, disputes and claims arising in the ordinary course of our business. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, may have a material adverse effect on our business.

WeITEM were a blank check company incorporated in Delaware on March 2, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses4. MINE WeSAFETY ~~are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.~~DISCLOSURES

~~Recent~~Not ~~Events~~ applicable.

In connection with the stockholders’ vote at the Special Meeting of stockholders held by the Company on March 10, 2023, 22,119,297 shares were tendered for redemption. As a result, approximately $227.8 million (approximately $10.30 per share redeemed) was removed from the Company’s trust account to pay holders. Following redemptions, the Company has 6,630,703 shares of Class A common stock outstanding, and approximately $68.0 million remained in the Company’s trust account.

In connection with the stockholders’ vote at the Second Special Meeting of stockholders held by the Company on December 11, 2023, The Company’s stockholders redeemed 2,285,040 shares during the Second Special Meeting. As a result, approximately $24.5 million (approximately $10.74 per share) was removed from the Company’s trust account to pay such holders. The amount was removed from the Trust Account on January 5, 2024.

In conjunction with the above redemptions, the stockholders’ also voted on extending the original liquidation from March 15, 2023 to December 15, 2023, (the “extended liquidation date”) extending the life of the Company to complete an initial business combination. We will have only 23 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. On December 11, 2023 (the “Second Special Meeting”), the Company entered into an amendment to the investment management trust agreement dated as of December 10, 2021, with Continental Stock Transfer & Trust Company (the “Second Trust Amendment”).

Pursuant to the Second Trust Amendment, the Company had the right to extend the time to complete a business combination twelve (12) times, each such extension for an additional one (1) month period (each an “Extension”), until December 15, 2024, by depositing into the Trust Account the lesser of $0.03 per unredeemed share of Class A common stock or $150,000 (the “Extension Payment”) for each one-month Extension. On January 16, 2024, February 9, 2024, and March 12, 2024, the Sponsor deposited $130,370 on each date into the Trust Account to extend the life of the Company from January 15, 2024 to April 15, 2024. On April 10, 2024, May 10, 2024 and June 12, 2024 the Sponsor deposited $130,370 on each date into the Trust Account to extend the life of the Company from April 15, 2024 to July 15, 2024. On July 12, 2024, August 14, 2024, September 21, 2024,October 15, 2024 and November 13, 2024 the Sponsor deposited $130,370 on each date into the Trust Account to extend the life of the Company from April 15, 2024 to December 15, 2024.

In connection with the stockholders’ vote at the Third Special Meeting of stockholders held by the Company on December 9, 2024, the Company’s stockholders redeemed 241,120 shares during the Third Special Meeting. As a result, approximately $2.7 million (approximately $11.51 per share) was removed from the Company’s trust account to pay such holders. The amount was removed from the Trust Account on December 12, 2024. In conjunction with these redemptions, the stockholders also voted on extending the extended liquidation from December 15, 2024 to May 15, 2025, (the “extended liquidation date”) extending the life of the Company to complete an initial business combination. The Company had the right to extend the time to complete a business combination until May 15, 2025, by depositing into the Trust Account the lesser of $0.05 per unredeemed share of Class A common stock or $205,227 (the “New Extension Payment”) for each one-month Extension. On December 15, 2024 the Sponsor deposited $205,227 into the Trust Account to extend the life of the Company to January 15, 2025.

~~Table~~PART ~~of Contents~~II

~~Business~~ITEM ~~Combination~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

AsMarket ~~previously~~Information announced, on December 22, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Merger Sub a Delaware corporation and a direct, wholly owned subsidiary of the Company, Legacy Blaize, and, solely for ~~the~~Common limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”), pursuant to which Merger Sub merged with and into Legacy Blaize, whereupon the separate corporate existence of Merger Sub ceased and Legacy Blaize survived such merger and continued in existence as a direct, wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth therein (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, BurTech was renamed “Blaize Holdings, Inc.”Equity

~~Special~~Our ~~Meeting~~common ~~and~~stock ~~Closing~~is oflisted on The Nasdaq Global Market under the ~~Transactions~~symbol “BZAI”.

OnHolders ~~December 23, 2024, we held a special meeting~~ of stockholders (the “Special Meeting”), at which the BurTech stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement.Record

~~Pursuant~~As toof ~~the~~March 20, ~~terms~~2026, ~~and~~there ~~subject~~were toapproximately ~~the~~122,744,509 ~~conditions~~shares ~~set~~of ~~forth~~our incommon ~~the~~stock ~~Merger~~outstanding ~~Agreement,~~with ~~following~~105 ~~the~~holders ~~Special~~of ~~Meeting,~~record onof ~~January~~our ~~13,~~common ~~2025~~stock. ~~(the~~The ~~“Closing~~actual ~~Date”),~~number ~~the~~of ~~Business~~stockholders ~~Combination~~is ~~was~~greater ~~consummated~~than ~~(the~~this number of record holders and includes stockholders who are beneficial owners but whose shares are held in “~~Closing~~street name”) accounts by brokers and other nominees.

~~Registration Rights Agreement~~Dividends

OnWe ~~the~~have ~~Closing~~not ~~Date,~~paid in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, we and certain stockholders of Legacy Blaize, the Sponsor and BurTech entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which we agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement within thirty (30) calendar days of the closing of the Business Combination. Certain Legacy Blaize stockholders and BurTech stockholders may each request to sell all or any ~~portion~~cash ofdividends ~~their~~on ~~registrable~~our ~~securities~~common instock ~~an underwritten offering up~~ to ~~two~~date ~~times total~~ and upwe tohave ~~twice~~no incurrent ~~any~~plans ~~12-month period, so long as the total offering price is reasonably expected~~ to ~~exceed $50.0 million. We also agreed to provide customary “piggyback” registration rights. The Registration Rights Agreement also provides that we will~~ pay ~~certain~~cash ~~expenses~~dividends ~~relating~~ to ~~such~~holders ~~registrations~~of ~~and~~our ~~indemnify~~common ~~the stockholders against certain liabilities~~stock.

OnRepurchases ~~the Closing Date, in connection with the consummation~~ of ~~the~~Equity ~~Business~~Securities ~~Combination~~By ~~and as contemplated by~~ the ~~Merger~~Issuer ~~Agreement, we~~ and ~~certain~~Affiliated stockholders of Legacy Blaize, entered into a registration rights agreement (the “Ava Registration Rights Agreement”), pursuant to which we agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement within four (4) business days of the closing of the Business Combination. Certain Legacy Blaize stockholders may each request to sell all or any portion of their registrable securities in an underwritten offering up to two times total and up to twice in any 12-month period, so long as the total offering price is reasonably expected to exceed $25.0 million. We also agreed to provide customary “piggyback” registration rights. The Ava Registration Rights Agreement also provides that we will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. Purchasers

The foregoing description of each of the Registration Rights Agreement and Ava Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement and Ava Registration Rights Agreement filed as exhibits to Blaize’s Current Report on Form 8-K, filed with the SEC on January 17, 2025None.

~~Lock-up~~Sales ~~Agreement~~of Unregistered Securities

On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, we entered into lock-up agreements (the “Lock-up Agreements”) with (i) certain of Blaize’s directors and officers, (ii) certain stockholders of Blaize and (iii) Burkhan, in each case, restricting the transfer of Blaize common stock and any shares of Blaize common stock issuable upon the exercise or settlement, as applicable, of Blaize Options or Blaize RSUs (each as defined in the Merger Agreement) held by it immediately after the MergerNone. The restrictions under the Lock-up Agreements began at Closing and end on the earlier of (x) the date that is 180 days after the Closing Date, (y) the last reported sale price of Blaize common stock reaching $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing and (z) the liquidation of Blaize.

~~Amendment~~ITEM ~~to Underwriting Agreement~~6. [RESERVED]

On April 26, 2024, the Company and EF Hutton amended the Underwriting Agreement signed on December 10, 2021. In lieu of the Company paying the full Deferred Underwriting Commission, EF Hutton agreed to accept a $1,500,000 cash payment at the Closing of a Business Combination, which was paid in full to EF Hutton on the Closing Date and the Company’s obligation to deliver the Deferred Underwriting Commission has been fulfilled.

Backstop Subscription Agreement

On April 22, 2024, the Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with the Company and Legacy Blaize. Pursuant to the Backstop Subscription Agreement, in the event that the amount of cash in the

~~Table~~ITEM of7. MANAGEMENT’S ~~Contents~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Company’s~~Unless ~~trust~~otherwise ~~account~~indicated, ~~following~~references ~~redemptions~~to ~~and~~“we”, ~~before~~“us”, ~~payment~~“our”, of“Blaize” ~~expenses~~or (the “~~Trust Amount~~Company”) isin ~~less~~this ~~than~~Management’s ~~$30,000,000~~Discussion ~~(the~~and ~~“Backstop~~Analysis ~~Amount”),~~of ~~the~~Financial ~~Sponsor~~Condition ~~shall~~and ~~purchase,~~Results ~~prior~~of Operations are to orBlaize ~~substantially~~Holdings, ~~concurrently~~Inc. ~~with~~The ~~the~~following ~~closing~~discussion ofand ~~the~~analysis ~~Business~~of ~~Combination,~~our afinancial ~~number~~condition ofand ~~shares~~results of ~~Class~~operations Ashould ~~common~~be ~~stock~~read ofin ~~the~~conjunction ~~Company~~with ~~equal~~our toconsolidated ~~the~~financial ~~quotient~~statements ofand ~~(a)~~related ~~the~~notes ~~difference~~thereto, ofincluded ~~(x)~~in ~~$30~~Part 1I,~~000,000~~ ~~minus~~Item ~~(y)~~8. ~~the~~of ~~Trust~~this ~~Amount~~Annual ~~divided~~Report byon ~~(b)~~Form $10~~.00~~-K, atand arisk ~~per~~factors, ~~share~~included ~~purchase~~in ~~price~~Part ofI, ~~$10~~Item 1A.00 ~~per~~of ~~share~~this Annual Report on Form 10-K.

The Company accounts for its Backstop Subscription Agreement in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the Backstop Subscription Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the Backstop Subscription Agreement as a liability at its fair value and adjusts the Backstop Subscription Agreement to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations (see Note 9 to the consolidated financial statements in Item 8. of this Annual Report).Overview

~~The~~We ~~Backstop~~provide ~~Subscription~~purpose-built, ~~Agreement~~transformative ~~was~~AI-enabled ~~waived~~edge atcomputing ~~the~~solutions ~~time~~comprised of ~~the~~both ~~execution~~our ofproprietary ~~the~~hardware ~~Non~~and software, and complementary third-~~Redemption~~party ~~Agreement~~hardware (solutions, as ~~defined~~further described below). Our computing solutions are designed for efficient processing of AI inference workloads across edge and data center environments. Our architecture supports AI workloads where latency, power efficiency, and cost efficiency are important considerations. Our systems can process data locally at the edge or within data center infrastructure, depending on deployment requirements. Local processing can reduce bandwidth usage and support latency-sensitive applications requiring real-time decision making.

~~Non~~In addition to our internally developed products, we also deliver third-~~Redemption~~party ~~Agreement~~hardware solutions that complement and enhance our core offerings. By integrating certain third-party hardware components, we believe that we are able to provide customers with comprehensive and flexible computing solutions tailored to their specific needs. These third-party hardware solutions typically are substantially comprised of servers, which are selected to ensure optimal compatibility and performance with our products and our AI-enabled platforms.

OnOur orportfolio ~~around~~includes ~~December~~highly 31efficient, ~~2024,~~programmable ~~the~~AI ~~Company~~processors ~~entered~~in ~~into agreements (each,~~ a ~~“Non-Redemption~~broad ~~Agreement”~~range ~~and collectively, the “Non-Redemption Agreements”) with one or more unaffiliated stockholders~~ of ~~the~~form ~~Company (each~~factors, andeployable ~~“Investor”)~~across ~~who~~several ~~agreed~~verticals, ~~not~~including tosmart ~~redeem (or validly rescind any redemption requests on) their shares of Class A common stock~~city, ~~par value $0.0001 per share of the Company (“Non-Redeemed Shares”)~~defense, inretail ~~connection~~and ~~with~~enterprise ~~the Special Meeting~~markets. InOur ~~exchange~~accelerated ~~for~~AI ~~the~~computing ~~foregoing~~platforms ~~commitments~~enable ~~not~~applications tosuch ~~redeem~~as ~~the~~computer ~~Non-Redeemed Shares~~vision, ~~Legacy~~advanced ~~Blaize~~video analytics, and ~~the~~AI ~~Sponsor~~inference, ~~have~~and ~~agreed~~our tosoftware ~~guarantee~~tools ~~that~~allow ~~each Investor receives a return of $1.50 per Non~~non-~~Redeemed~~expert ~~Share~~practitioners ~~whether Investor (i) sells the Non-Redeemed Shares in the open market or (ii) exercises its option~~ to ~~require~~deploy ~~the~~existing ~~Company~~and tonovel ~~repurchase~~AI ~~the~~applications ~~Non-Redeemed~~on ~~Shares~~our inhardware ~~accordance~~without ~~with~~ the ~~Non-Redemption~~need ~~Agreement. Entering into the Non-Redemption Agreement is expected~~ to ~~increase~~learn ~~the~~or ~~amount~~use ofsource ~~funds that remain in the Company’s trust account following the Business Combination~~code.

~~The~~On ~~Company~~January ~~accounts for its Non-Redemption Agreement in accordance with the guidance contained in ASC 815-40~~13, ~~“Derivatives and Hedging”~~2025, ~~under~~BurTech ~~which~~completed the ~~Non-Redemption Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly~~Merger, ~~the~~pursuant ~~Company~~to ~~classified~~ the ~~Backstop~~Merger ~~Subscription~~ Agreement, aswhereby aMerger ~~liability~~Sub atmerged ~~its~~with ~~fair value~~ and ~~adjusts~~into ~~the~~Legacy ~~Non-Redemption Agreement to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised~~Blaize, ~~and~~with ~~any~~Legacy ~~change~~Blaize inbeing ~~fair value is recognized in~~ the ~~statements~~surviving ofcompany ~~operations~~and ~~(see~~a ~~Note~~wholly 9owned tosubsidiary ~~the consolidated financial statements in Item 8.~~ of ~~this Annual Report)~~BurTech.

~~PIPE~~In ~~Subscription~~connection ~~Agreements~~with the de-SPAC, we changed our name from “BurTech Acquisition Corporation” to “Blaize Holdings, Inc.”. BurTech was considered the acquired company and Legacy Blaize was considered the acquirer for financial statement reporting purposes, and the Merger was accounted for as a reverse merger and recapitalization.

InTrends ~~connection with the Business Combination, between December 31, 2024~~ and ~~January~~Recent 13, 2025 the Company and Legacy Blaize entered into subscription agreements (the “PIPE Subscription Agreements”) with certain unaffiliated third-party investors and Burkhan Capital LLC (each, a “PIPE Investor” and collectively, the “PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell to the PIPE Investors, and the PIPE Investors agreed to subscribe for and purchase 1,540,300 shares of the Company’s common stock, par value $0.0001 per share (“PIPE Shares”) at a purchase price of $10.00 per share for an aggregate purchase price of $15,403,000, in a private placement. The transactions contemplated by the PIPE Subscription Agreement (the “PIPE Investment”) are expected to consummate substantially concurrently with the Closing.Developments

OnRecent ~~January~~Developments ~~13, 2025, immediately following the Closing, the Company issued 1,540,300 shares of Common Stock, at a price of $10.00 per share for an aggregate PIPE Investment of $15,403,000~~ in ~~accordance~~Our with the terms of the PIPE Subscription Agreements. The shares of Common Stock issued in the PIPE Investments were offered in a private placement under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the PIPE Subscription AgreementsBusiness

~~Under~~On ~~the~~July ~~terms~~16, of2025, we entered into a Strategic Cooperation Agreement (the ~~PIPE~~“Starshine ~~Subscription~~Agreement”) ~~Agreements~~with Starshine Computing Power Technology Limited, ~~the~~a ~~Company~~Hong ~~was~~Kong ~~obligated~~company (“Starshine”). Pursuant to ~~file~~the terms of the Starshine Agreement, we entered into a ~~registration~~strategic ~~statement~~partnership with Starshine to ~~register~~develop business opportunities for the ~~resale~~sale of ~~all~~our ~~the~~hybrid ~~PIPE~~AI ~~Shares~~platform ~~within~~and ~~forty-five~~other ~~(45)~~products ~~calendar~~and ~~days~~services ofthrough Starshine in the ~~Closing,~~Asia ~~and~~Pacific region. Starshine agreed to ~~use~~deliver ~~its~~a ~~commercially~~minimum ~~reasonable~~of ~~efforts~~$120.0 million in revenue to ~~cause~~us over the first 18 months of the Starshine Agreement. Any such ~~registration~~commitments ~~statement~~made by Starshine are subject to ~~become~~issuance ~~effective~~of aspurchase ~~soon~~orders asby ~~practicable~~Starshine. ~~after~~Starshine initiated one purchase order to us in the ~~filing~~third ~~there~~quarter of. On2025 ~~January~~for ~~17,~~$10.4 ~~2025,~~million. weStarshine ~~filed~~paid a$1.6 ~~Registration~~million ~~Statement~~to onus ~~Form~~in ~~S-1~~regards to ~~register~~its account receivable, and the ~~resale~~remainder of ~~such~~$8.8 ~~PIPE~~million ~~Shares~~of its account receivable remains outstanding as of March 24, 2026. As of March 24, 2026, we have not received any further purchase orders from Starshine.

Results of Operations

We have neither engaged in any operations nor generated any revenues through the date of our Business Combination. Our only activities through December 31, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest dividends on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and transaction expenses.

For the year ended December 31, 2024, we had a net loss of $4,113,532, which consisted of change in fair value of derivative liability – Non-Redemption Agreement of $1,084,963, operating costs, penalties and interest related to excise taxes, and franchise

~~Table~~On November 10, 2025, Blaize and affiliates of ~~Contents~~Polar Asset Management Partners Inc. (“Polar”) entered into a Securities Purchase Agreement (the “Polar Private Placement”). Pursuant to the Polar Private Placement, we agreed to the direct sale of 9,375,000 shares of our common stock at a purchase price of $3.20 per share and the issuance of 9,375,000 warrants to purchase additional shares of our common stock, resulting in aggregate gross proceeds of approximately $30.0 million, before deducting offering expenses. The warrants have a term of five years and are immediately exercisable, with an exercise price of $5.00 per share.

~~taxes~~Key ofBusiness ~~$4,976,528, and provision for income taxes of $517,179, partially offset by interest from investments held in our Trust Account of $2,465,138.~~Metrics

For the year ended December 31, 2023, we had a net income of $1,339,142, which consisted of interest from investments held in our Trust Account of $5,751,596, offset by $3,384,810 in operating costs and franchise taxes and provision for income taxes of $1,027,644.Pipeline

~~Liquidity~~We have identified potential future business opportunities that we believe could accelerate our growth through near-term customer implementations. Although we have no contractual arrangement(s) with respect to such pipeline and ~~Going~~we ~~Concern~~cannot predict with certainty any future contractual arrangement(s), the pipeline contains target accounts and opportunities that have been identified as potential customers for our products and services. We classify certain key metrics related to our pipeline into the following categories: proof of concept stage, partners, and design wins.

AsProof of ~~December~~Concept ~~31,~~Stage 2024, the Company had $1,506 in cash, $757,336 in restricted cash and $47,558,112 in investments held in trust. Restricted cash is held exclusively for payment of current tax liabilities. As of December 31, 2024, $4,214,138 of the amount on deposit in the Trust Account represents interest income.

~~Our~~A ~~liquidity~~proof-of-concept ~~needs~~stage up(“POC”) torepresents ~~December~~that ~~31,~~a ~~2024~~proposal ~~had~~for ~~been satisfied through~~ a ~~payment~~proof ~~from~~of ~~the~~concept ~~Sponsor~~has ofeither ~~$25,000~~been ~~for~~initiated ~~the~~or ~~Founder~~is ~~Shares~~in toprogress ~~cover~~with ~~certain~~a ~~offering~~potential ~~costs,~~customer ~~the~~or ~~loan~~partner. ~~under~~We anutilize ~~unsecured~~POCs ~~promissory~~to ~~note~~demonstrate ~~from~~our ~~the~~technology’s ~~Sponsor~~value ofproposition ~~$1,500,000,~~along ~~working~~with ~~capital~~its ~~advances~~tailored ~~from~~use ~~the~~scenarios ~~Sponsor~~ and ~~the~~satisfaction ~~net proceeds from the consummation~~ of ~~the~~customer ~~Initial~~and/or ~~Public~~partner ~~Offering held outside of the trust account~~requirements. As of December 31, ~~2024~~2025, ~~the~~25 ~~Company~~POCs ~~had~~were ~~$1,500,000~~initiated ~~outstanding~~or ~~under~~in aprogress ~~Convertible~~with ~~Promissory~~a ~~Note~~potential ~~and $2,971,258 outstanding as advances from the Sponsor~~customer.

Until the consummation of a Business Combination, the Company will use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Partners

~~The~~A ~~Company~~partner ~~completed~~(“Partner”) ~~its~~consists ~~Business~~of ~~Combination~~either onan ~~January~~independent 13software vendor or independent hardware vendor with whom we are working to integrate our products and services into the vendor’s offerings for their customers. Such vendors may include original equipment manufacturers (“OEMs”), original design manufacturers, system integrators, or hardware resellers or distributors, among others. As of December 31, 2025, we had a total of 30 Partners.

OnDesign September 9, 2024, BurTech entered into an Advisory Services Engagement Letter with Jefferies to serve as its exclusive capital markets advisor in connection with the contemplated transaction involving Legacy Blaize (i.e., the Business Combination) (the “Jefferies Engagement Letter”), pursuant to which Jefferies would be eligible for a fee of $4,500,000 contingent upon the closing of a Business Combination and for reimbursement of expenses up to $500,000. Wins

OnA ~~April~~design 7,win ~~2025,~~(“Design ~~Jefferies~~Win”) ~~commenced~~represents that a ~~lawsuit~~Partner ~~against~~or ~~the~~a ~~Company~~customer inhas ~~the~~selected ~~Supreme~~our ~~Court~~products ofand/or ~~the~~services ~~State~~to ofbe ~~New~~incorporated ~~York,~~into ~~County~~a ofproduct ~~New York, seeking summary judgment in lieu of complaint. The lawsuit alleges~~ that ~~pursuant~~it tointends ~~the Jefferies Engagement Letter, Jefferies was entitled~~ to ~~receive~~produce aor ~~fee of $4~~consume,~~500,000~~ ~~conditional~~as ~~on the Closing of the Business Combination~~applicable, ~~with~~and ~~the~~has ~~option~~confirmed ~~for~~that ~~the~~our ~~Company~~offerings tointegrate ~~defer~~into upsuch toproduct ~~$1,000,000 of this fee for up to 12 months post-closing, and $500,000 in reimbursable expenses~~accordingly. ~~Jefferies~~As ~~alleges that as~~ of ~~March~~ December 31, 2025, no20 ~~fees~~Design ~~have~~Wins had been ~~paid~~confirmed to Jefferies under the Jefferies Engagement Letter. Jefferies seeks $3,500,000 for its fees, as well as $500,000 in expense reimbursement, as well as pre-and post-judgment interest and attorneys’ fees and legal costs incurred in connection with ~~the~~a ~~lawsuit.~~Partner ~~Such contingent obligation could require the use of cash~~ or ~~impact the collection of cash in future periods; however, we are unable to accurately predict the timing and estimate the amount of such contingent obligation as of December 31, 2024~~customer.

InResults ~~connection with the Company’s assessment~~ of going concern considerations in accordance with Accounting Standards Codification Subtopic 205-40, “Presentation of Consolidated Financial Statements – Going Concern,” Management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the consolidated financial statements contained in Annual Report are issued.Operations

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.Revenue

~~Off-Balance~~We ~~Sheet~~currently ~~Financing~~derive ~~Arrangements~~revenue through a combination of:

We•Hardware ~~have~~revenue no— ~~obligations,~~encompasses ~~assets~~the orsale ~~liabilities, which would be considered off-balance sheet arrangements as~~ of ~~December~~our ~~31,~~semiconductor ~~2024.~~products ~~We do not participate in transactions that create relationships with unconsolidated entities~~ and/or ~~financial~~third-party ~~partnerships,~~hardware ~~often~~products ~~referred to as variable interest entities,~~ which ~~would~~support ~~have~~our ~~been~~semiconductor ~~established~~products ~~for~~through ~~the~~various ~~purpose~~supply ~~of facilitating off-balance sheet arrangements~~agreements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Contractual~~•Software ~~Obligations~~revenue — encompasses the sale of our applications and other software products through various licensing agreements.

We•Strategic doconsulting ~~not~~services ~~have~~revenue ~~any~~— ~~long-term~~providing ~~debt,~~customized ~~capital~~design ~~lease~~services ~~obligations, operating lease obligations or long-term liabilities, other than an agreement~~ to ~~pay an affiliate of~~ our ~~financial advisor a monthly fee of $10~~customers,~~000~~ ~~for~~tailored ~~office~~to ~~space,~~their ~~utilities~~specific ~~and administrative support~~requirements. ~~Upon completion of our Business Combination, we will cease paying these monthly fees.~~

~~Table~~The offollowing ~~Contents~~table sets forth our revenue for the years ended December 31, 2025 and 2024:

Critical Accounting Policies


	For the Year Ended December 31,				Change
(Amounts in thousands, except for percentages)	2025		2024		$		%
Total revenue	$	38,632	$	1,554	$	37,078	*

~~The~~* ~~preparation~~Percentage ofchange ~~the~~is ~~consolidated~~not ~~financial statements in conformity with U~~meaningful.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting estimates:

~~Common~~For ~~Stock~~the ~~Subject~~year ended December 31, 2025, revenue increased to ~~Possible~~$38.6 ~~Redemption~~million compared to $1.6 million for the year ended December 31, 2024. The increase was due to hardware sales in 2025, primarily comprised of hardware sales to third parties, while revenue from the comparable period in 2024 was derived primarily from strategic consulting services provided to related parties. Strategic consulting services revenue with the related party is no longer expected, as the development contract with this party has been completed.

AsThe offollowing ~~December~~table ~~31,~~sets ~~2024,~~forth ~~we accounted for~~ our ~~shares~~revenue ofby ~~BurTech Class A common stock subject to possible redemption in accordance with~~ the ~~guidance~~geographical inlocation ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of ~~the holder or subject to redemption upon the occurrence of uncertain events not solely within~~ our ~~control)~~customers ~~are~~for ~~classified~~years asended temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, ~~2024~~2025 and 2023, 4,104,543 and 4,345,663 Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of our balance sheets.2024:

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.


	For the Year Ended December 31,				Change
(Amounts in thousands, except for percentages)	2025		2024		$		%
China	$	35,155	$	—	$	35,155	*
United States	3,327		1,215		2,112		*
Japan	3		332		(329)		*
Other	147		7		140		*
Total revenue	$	38,632	$	1,554

~~Warrants~~* Percentage change is not meaningful.

WeSince doour ~~not~~revenue ~~use~~is ~~derivative~~concentrated ~~instruments~~among toa ~~hedge~~small ~~exposures~~number toof ~~cash flow~~customers, ~~market,~~revenue orfrom ~~foreign~~any ~~currency~~one ~~risks.~~significant Wecustomer ~~evaluate~~may ~~all~~significantly ofchange ~~our~~the ~~financial~~geographical ~~instruments,~~mix ~~including~~of ~~issued~~our ~~stock~~revenue. ~~purchase~~Customer ~~warrants,~~C toand ~~determine~~Customer ifD, ~~such~~below, ~~instruments~~ are ~~derivatives~~both orlocated ~~contain~~in ~~features that qualify as embedded derivatives~~China, ~~pursuant~~along towith ~~ASC~~a ~~480~~customer ~~and~~in ~~ASC~~“Others,” ~~815-15~~below.

We account for the public warrants and private warrants collectively (“Warrants”), as either equity or liability-classified instruments based on an assessment of the specific terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). The ~~assessment~~following ~~considers~~table ~~whether~~sets ~~the~~forth Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to our own common stocks and whether the warrant holders could potentially require “net cash settlement” in a ~~circumstance~~summary ~~outside~~ of our ~~control,~~revenue ~~among~~by ~~other~~customer ~~conditions~~ for ~~equity classification. This assessment, which requires~~ the ~~use~~years ofended ~~professional judgment~~December 31, is2025 ~~conducted at the time of issuance of the Warrants~~ and ~~as of each subsequent quarterly period end date while the Warrants are outstanding.~~2024:

For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations.


	For the Year Ended December 31,
(Amounts in thousands, except for percentages)	2025		%	2024		%
Customer A (1)	$	—	—%	$	1,193	76.8%
Customer B (1)	—		—%	332		21.4%

Customer C	10,444		27.0%	—		—%
Customer D	23,750		61.5%	—		—%
Others (2) (3)	4,438		11.5%	29		1.9%
Total revenue	$	38,632		$	1,554

We(1) ~~evaluated~~Customers ~~the~~A ~~public warrants~~ and ~~private~~B ~~warrants in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity,” and concluded that they met the criteria for equity classification and~~ are ~~required~~both torelated ~~be recorded as part a component of additional paid-in capital at the time of issuance~~parties.

~~Derivative~~(2) ~~Liability~~Each -customer ~~Backstop~~within ~~Subscription~~“Others” ~~Agreement~~comprised less than 10% of revenue each.

~~The Company accounts for its Backstop Subscription Agreement~~ (~~see Note 6 to the consolidated financial statements in Item 8. of this Annual Report~~3) inIn ~~accordance with the guidance contained in ASC 815-40~~2025, “~~Derivatives and Hedging~~Others”, ~~under~~included ~~which the Backstop Subscription Agreement does not meet the criteria for equity treatment and must be recorded as a liability~~$3.4 million Accordingly, the Company classified the Backstop Subscription Agreement as a liability at its fair value and adjusts the Backstop Subscription Agreement to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in ~~fair~~revenue ~~value~~from ~~is recognized in the statements of operations. The Backstop Subscription Agreement is valued using~~ a ~~Probability~~related ~~Weighted Expected Return Model (“PWERM”)~~party. ~~The Backstop Subscription Agreement was waived at the execution of the Non-Redemption Agreement.~~

~~Table~~Costs ofand ~~Contents~~Expenses

~~Derivative~~Cost ~~Liability~~of ~~– Non-Redemption Agreement~~Revenue

~~The~~Cost ~~Company~~of ~~accounts~~revenue ~~for~~is ~~its~~currently ~~Non-Redemption~~primarily ~~Agreement~~comprised ~~(see~~of ~~Note 6 to~~ the ~~consolidated~~cost ~~financial~~of ~~statements~~purchase ~~in Item 8.~~ of ~~this~~hardware ~~Annual~~from ~~Report)~~third inparties ~~accordance~~(servers ~~with~~into ~~the guidance contained in ASC 815-40, “Derivatives and Hedging”, under~~ which ~~the~~our ~~Non-Redemption~~GSP ~~Agreement~~products ~~does~~can ~~not~~be ~~meet~~placed ~~the criteria for equity treatment~~ and ~~must~~can beotherwise ~~recorded~~enhance asour abranded ~~liability. Accordingly~~products), ~~the~~and ~~Company~~also ~~classified~~includes ~~the Non~~Blaize-~~Redemption~~designed ~~Agreement~~semiconductors aspurchased afrom ~~liability~~foundries ~~at its fair value~~ and ~~adjusts~~various ~~the~~edge ~~Non-Redemption~~form ~~Agreement~~factors supplied to ~~fair~~us ~~value~~by atcontract ~~each~~manufacturers ~~reporting~~as ~~period.~~well ~~This~~as ~~liability~~indirect iscosts ~~subject~~such toas ~~re-measurement~~inventory atcarrying ~~each~~costs ~~balance sheet date until exercised,~~ and ~~any~~inventory ~~change~~valuation ~~in fair value is recognized in the statements of operations~~reserves. ~~The Non-Redemption Agreement is valued using a Monte Carlo model.~~

~~Net~~In ~~Income~~addition, ~~Per~~cost ~~Common~~of ~~Stock~~revenue has historically also included direct labor costs associated with the servicing of our strategic consulting services revenue contracts with a related party. Strategic consulting services revenue with the related party is no longer expected, as the development contract with this party has been completed. There is no depreciation allocable to cost of revenue; however, if such depreciation expense were to be incurred, it would be allocated to cost of revenue.

WeResearch ~~have two classes of shares, which are referred to as Class A common stock~~ and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase our shares were excluded from diluted (losses) earnings per share for the year ended December 31, 2024 and 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti-dilutive. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods.Development

~~Recent~~Research ~~Accounting~~and ~~Pronouncements~~development (“R&D”) expense primarily consists of personnel costs for our research and development activities. R&D expense includes costs associated with the design and development of our application-specific integrated circuit and intellectual property (“IP”) solutions, such as third-party foundry costs, third party computer-aided tools and software licenses, third party IP licenses, and reference design development.

~~In December 2023~~Selling, ~~the~~General ~~FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation~~ and ~~expanded~~Administrative disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. Our management does not believe the adoption of ASU 2023-09 will have a material impact on our consolidated financial statements.

~~In November 2023~~Selling, ~~the~~general ~~FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual~~ and ~~interim~~administrative ~~basis, of significant segment expenses that are regularly provided to the chief operating decision maker~~ (“~~CODM~~SG&A”), asexpense ~~well~~primarily asconsists ~~the aggregate amount~~ of ~~other~~personnel-related ~~segment~~expenses ~~items~~for ~~included~~our insales ~~the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title~~ and ~~position~~marketing ofteams, ~~the~~finance, ~~CODM~~human ~~and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate~~ resources., ~~Public~~information ~~entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods~~technology, and ~~entities~~legal ~~with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280~~organizations. ~~This~~These ~~ASU~~expenses isalso ~~effective~~include ~~for~~non-personnel ~~fiscal~~costs, ~~years~~such ~~beginning~~as ~~after December 15~~legal, ~~2023~~audit, ~~and~~accounting ~~interim~~services, ~~periods~~advertising ~~within fiscal years beginning after December 15~~expenses, ~~2024,~~other ~~with~~professional ~~early~~fees ~~adoption~~as ~~permitted.~~well ~~We adopted ASU 2023-07~~ as ~~required~~certain ~~for the year ended December 31~~tax, ~~2024.~~corporate ~~The~~software ~~adoption requires us to provide additional disclosures~~licenses, ~~but~~and ~~otherwise~~insurance-related ~~it does not materially impact our consolidated financial statements~~expenses.

~~Our management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on our consolidated financial statements.~~Depreciation

~~Item~~Depreciation ~~7A.~~consists ~~Quantitative~~of ordinary depreciation on long-lived assets such as computer equipment, furniture and ~~Qualitative~~fixtures, ~~Disclosures~~leasehold ~~About~~improvements, ~~Market~~and ~~Risk~~office equipment and is generally not material to us.

WeTransaction ~~are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.~~Costs

Transaction costs consisted of direct incremental legal, consulting, and banking fees related to the consummation of the Merger which was completed in the first quarter of 2025. No additional costs relating to the Merger are expected to be incurred.

~~Table~~Detail of ~~Contents~~Costs and Expenses

~~Item~~The 8.following ~~Financial~~table ~~Statements~~sets forth our costs and ~~Supplementary~~expenses, ~~Data.~~as described above, for the years ended December 31, 2025 and 2024:

The financial information included in this Item 8. is that of BurTech Acquisition Corp. prior to the Business Combination, as the Business Combination was consummated subsequent to the period covered by these audited financial statements.


	For the Year Ended December 31,				Change
(Amounts in thousands, except for percentages)	2025		2024		$		%
Cost of revenue	$	32,438	$	579	$	31,859	*

Operating expenses:
Research and development	42,523		25,094		17,429		69.5	%
Selling, general and administrative	53,501		22,228		31,273		140.7	%
Selling, general and administrative - related party	773		185		588		*
Depreciation	1,195		886		309		34.9	%
Transaction costs	12,043		217		11,826		*
Total operating expenses	$	110,035	$	48,610

~~BLAIZE~~* ~~HOLDINGS,~~Percentage ~~INC.~~change ~~(F/K/A~~is ~~BURTECH~~not ~~ACQUISITION CORP~~meaningful.)

~~INDEX~~Cost TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Revenue

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 688)	44
Consolidated Balance Sheets as of December 31, 2024 and 2023	45
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023	46
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2023	47
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	48
Notes to the Consolidated Financial Statements	49

For the year ended December 31, 2025, cost of revenue increased by $31.9 million to $32.4 million, compared to $0.6 million for the year ended December 31, 2024. The increase was primarily driven by purchases of hardware from third party vendors in order to fulfil sales contracts.

R&D

For the year ended December 31, 2025, R&D expense increased by $17.4 million, or 69.5%, to $42.5 million, compared to $25.1 million for the year ended December 31, 2024. The increase during the year ended December 31, 2025 was primarily due to higher stock-based compensation expenses allocated to R&D of $17.1 million and the acquisition of third-party intellectual property for new chip development.

The increases in R&D expenses described above are expected to continue as we support the development of our next generation of products.

SG&A

For the year ended December 31, 2025, SG&A expense increased by $31.3 million, or 140.7%, to $53.5 million, up from $22.2 million for the year ended December 31, 2024. This increase during the year ended December 31, 2025 was primarily due to stock-based compensation expense of $20.5 million, which is the largest component of payroll expense, which is, in turn, the largest component of SG&A.

~~Table~~Other ofExpense, ~~Contents~~net

~~REPORT~~The OFfollowing ~~INDEPENDENT~~table ~~REGISTERED~~sets ~~PUBLIC~~forth ~~ACCOUNTING~~the ~~FIRM~~details of our total other expense, net, for the years ended December 31, 2025 and 2024:

To the Stockholders and Board of Directors ofBlaize Holdings, Inc.


	For the Year Ended December 31,				Change
(Amounts in thousands, except for percentages)	2025		2024		$		%
Change in fair value of Legacy Blaize convertible notes and warrants	$	(226,048)	$	(15,723)	$	(210,325)	*
Change in fair value of Polar warrants	4,125		—		4,125		*
Change in fair value of other earnout shares	117,113		—		117,113		*
Change in fair value of unissued shares of common stock	(238)		—		(238)		*
Change in fair value of committed equity facility, net	1,210		—		1,210		*
Other, net	992		1,211		(219)		(18.1)	%
Total other expense, net	$	(102,846)	$	(14,512)

~~Opinion~~* onPercentage ~~the~~change ~~Financial~~is ~~Statements~~not meaningful.

WeOur ~~have~~“total ~~audited~~other ~~the accompanying consolidated balance sheets of Blaize Holdings~~expense, ~~Inc.~~net” (for the ~~“Company”)~~year asended of December 31, ~~2024~~2025 ~~and~~compared ~~2023,~~to the ~~related~~year ~~consolidated statements of operations, stockholders’ deficit and cash flows for each of the two years in the period~~ ended December 31, 2024, ~~and~~was ~~the~~driven ~~related~~by ~~notes (collectively referred to as~~ the ~~“financial~~fair ~~statements”).~~value Inchanges ~~our~~in ~~opinion,~~ the different financial ~~statements~~instruments ~~present~~in ~~fairly,~~place induring ~~all~~each ~~material~~period. ~~respects,~~In the ~~financial~~first ~~position~~quarter of ~~the~~2025, ~~Company~~ as ofa ~~December~~result ~~31,~~of ~~2024~~the ~~and 2023~~Merger, ~~and~~ the ~~results~~Legacy ofBlaize ~~its~~convertible ~~operations~~notes and ~~its~~warrants ~~cash~~were ~~flows~~all ~~for~~converted ~~each~~into shares of ~~the~~our ~~two~~common ~~years~~stock. inThese ~~the~~instruments ~~period ended December 31~~were, ~~2024~~therefore, inonly ~~conformity~~outstanding ~~with~~fully ~~accounting~~during ~~principles generally accepted in~~ the ~~United~~comparative ~~States~~period offor ~~America~~2024.

~~Explanatory~~After ~~Paragraph~~the Merger, the earnout awards issued to Burkhan that were classified as a derivative liability, and the derivative asset (fair value of the initial put option) and liability (forward contracts at each date of purchase of common stock by B. Riley) associated with the Committed Equity Facility were recorded, and subsequently marked to market at the end of each quarterly period. The derivatives associated with the Committed Equity Facility were marked to zero as of December 31, 2025, due to the immateriality of the remaining balances. “Other, net” includes fines and penalties (and the reversal of the same) regarding non-income ~~Going~~tax ~~Concern~~based tax positions as well as the Committed Equity Facility transaction fees.

~~The~~Non-GAAP ~~accompanying~~Measures financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~In addition to financial measures presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”), we report certain key financial measures that are not required by, or presented in accordance with, GAAP. Non-GAAP financial information is presented for ~~Opinion~~supplemental informational purposes only, should not be considered in isolation of, or as a substitute for or superior to, financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. Accordingly, you are cautioned not to place undue reliance on this information. We believe that along with our GAAP financial information, our non-GAAP financial information when taken collectively and evaluated appropriately, is helpful to investors in assessing our operating performance.

~~These~~In ~~financial~~conjunction ~~statements~~with ~~are~~net ~~the~~loss ~~responsibility~~calculated ofin ~~the~~accordance ~~Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered~~ with ~~the~~GAAP, ~~Public~~we ~~Company~~also ~~Accounting~~use ~~Oversight~~EBITDA ~~Board (United States) ("PCAOB")~~ and ~~are~~Adjusted ~~required~~EBITDA, toas bedefined ~~independent~~below, ~~with respect~~ to ~~the~~evaluate ~~Company~~our inongoing ~~accordance~~operations ~~with the U.S. federal securities laws~~ and ~~the~~for ~~applicable~~internal ~~rules~~planning and ~~regulations~~forecasting ~~of the Securities and Exchange Commission and the PCAOB~~purposes.

WeEBITDA ~~conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan~~ and ~~perform~~Adjusted the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.EBITDA

~~Our~~EBITDA ~~audits~~is ~~included~~defined ~~performing~~as ~~procedures~~“Earnings tobefore ~~assess the risks of material misstatement of the financial statements~~interest, ~~whether~~income ~~due to error or fraud~~taxes, ~~and performing procedures that respond to those risks. Such procedures included examining~~depreciation, ~~on a test basis, evidence regarding the amounts~~ and ~~disclosures in the financial statements~~amortization”. ~~Our~~Adjusted ~~audits~~EBITDA ~~also~~is ~~included~~defined ~~evaluating~~as ~~the~~EBITDA ~~accounting~~further ~~principles~~adjusted ~~used~~for ~~and~~non-cash ~~significant~~items ~~estimates~~such ~~made~~as bystock-based ~~management~~compensation, aschanges ~~well~~in asfair ~~evaluating~~value, ~~the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.~~

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor from 2021 to 2024.

New York, NY

April 14, 2025

~~Table~~and ofoperational ~~Contents~~income and expenses that are not expected to be ongoing, as discussed below in the footnote to “other adjustments”.

~~BLAIZE~~The ~~HOLDINGS,~~following ~~INC.~~table ~~(F/K/A~~sets ~~BURTECH~~forth ~~ACQUISITION~~a ~~CORP.)~~reconciliation of net loss to EBITDA and Adjusted EBITDA for the years ended December 31, 2025 and 2024:

CONSOLIDATED BALANCE SHEETS


	For the Year Ended December 31,				Change
(Amounts in thousands, except for percentages)	2025		2024		$		%
Net loss	$	(206,904)	$	(61,195)	$	(145,709)	238.1	%
Depreciation	1,195		886		309		34.9	%
Provision for (benefit from) for income taxes	217		(952)		1,169		(122.8)	%
Interest income, net	(1,752)		(1,904)		152		(8.0)	%
EBITDA	(207,244)		(63,165)		(144,079)		228.1	%
Stock-based compensation	37,546		3,847		33,699		876.0	%
Fair value changes and financing charges	104,872		16,187		88,685		547.9	%
Transaction costs	12,043		217		11,826		*
Non-cash inventory cost realignment adjustments	(786)		(349)		(437)		125.2	%
Other adjustments (1)	3,091		567		2,524		445.1	%
Adjusted EBITDA	$	(50,478)	$	(42,696)	$	(7,782)	18.2	%

	As of December 31,
	2024			2023
Assets
Current assets:
Cash	$	1,506		$	—
Restricted cash		757,336			843,313
Due from sponsor		—			318,888
Trust Account - Restricted for Redeeming Shareholders		—			24,539,002
Total current assets		758,842			25,701,203
Investments held in Trust Account		47,558,112			46,893,175
Total assets	$	48,316,954		$	72,594,378
Liabilities and stockholders' deficit
Current liabilities:
Accrued expenses	$	4,882,163		$	2,123,846
Franchise tax payable		200,000			35,800
Due to Trust Account		—			318,888
Redeemed stock payable to public stockholders		—			24,539,002
Convertible promissory note - related party		1,500,000			810,345
Advances from sponsor		2,971,258			—
Income tax payable		517,179			1,027,644
Derivative liability - Non-Redemption Agreement		1,084,963			—
Excise tax payable		2,861,625			2,523,150
Total current liabilities		14,017,188			31,378,675
Deferred underwriting commission		10,062,500			10,062,500
Total liabilities		24,079,688			41,441,175
Commitments and contingencies (Note 6)
Class A common stock subject to possible redemption, 4,104,543 and 4,345,663 shares at redemption value of approximately $11.60 and $10.81 as of December 31, 2024 and 2023, respectively		47,598,269			46,991,932
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A common stock, $0.0001 par value; 280,000,000 shares authorized; 10,816,995 shares issued and outstanding (excluding 4,104,543 and 4,345,663 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively.		1,082			1,082
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5 shares issued and outstanding as of December 31, 2024 and 2023		—			—
Additional paid-in capital		—			—
Accumulated deficit		(23,362,085	)		(15,839,811	)
Total stockholders' deficit		(23,361,003	)		(15,838,729	)
Total liabilities and stockholders' deficit	$	48,316,954		$	72,594,378

* Percentage change is not meaningful.

~~The~~(1) ~~accompanying~~“Other ~~notes~~adjustments” includes, but is not limited to, other non-cash expenses, including foreign exchange gains and losses, and income and expenses that are annot ~~integral~~expected ~~part~~to be ongoing, including litigation expenses, financing advisory fees, and fines and penalties (or the recoveries and reversals of such). We believe that these ~~audited~~items ~~consolidated~~are ~~financial~~not ~~statements~~reflective of our ongoing operating performance and excluding these items provides a more meaningful comparison of our results of operations over comparative periods.

Liquidity and Capital Resources

Our primary sources of cash flows have historically been from financing activities. We expect our primary sources of liquidity to continue to be cash flows from financing activities, as our expenses continue to exceed our revenues, and therefore, we cannot satisfy our cash needs through operations. We intend to raise such capital through issuances of additional equity and/or debt. As discussed below, our liquidity condition raises substantial doubt about our ability to continue as a going concern through a year from the issuance date of our consolidated financial statements, as we cannot expect that the sources of financing currently available to us will be sufficient to fund our ongoing cash requirements for at least the next twelve months and/or into the foreseeable future.

Going Concern

As described in Item 8 — “Financial Statements and Supplementary Data,” in Note 2 — “Liquidity and Going Concern,” our consolidated financial statements accompanying this Annual Report on Form 10-K have been prepared on a “going concern” basis, which assumes that we will be able to meet our obligations and continue our operations for the foreseeable future. Our consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.

Our ability to continue to meet our obligations, to achieve our business objectives and continue as a going concern is dependent upon several factors, including our revenue growth rate, the timing and extent of spending to support

~~Table~~further ofsales ~~Contents~~and marketing initiatives, as well as our research and development efforts. In order to continue to finance our operations, we will need to raise additional financing, if such financing is available at all.

~~BLAIZE~~As ~~HOLDINGS~~a result of the above considerations, ~~INC.~~we ~~(F/K/A~~have ~~BURTECH~~determined ~~ACQUISITION~~that ~~CORP~~our liquidity condition raises substantial doubt about our ability to continue as a going concern through a year from the date of issuance of our consolidated financial statements.)

~~CONSOLIDATED~~Issuance ~~STATEMENTS~~of OFCommon ~~OPERATIONS~~Stock During the Current Year

	Year Ended December 31,
	2024			2023
Operating costs	$	4,459,541		$	3,040,539
Penalties and interest on excise tax		310,728			—
Franchise tax expense		206,259			344,271
Loss from operations		(4,976,528	)		(3,384,810	)
Other income, net
Interest income earned on Trust Account		2,465,138			5,751,596
Change in fair value of derivative liability – Non-Redemption Agreement		(1,084,963	)		—
Total other income, net		1,380,175			5,751,596
Income (loss) before provision for income taxes		(3,596,353	)		2,366,786
Provision for income taxes		(517,179	)		(1,027,644	)
Net income (loss)	$	(4,113,532	)	$	1,339,142
Class A common stock subject to redemption:
Weighted average shares outstanding, basic and diluted		4,333,146			10,578,271
Net income (loss) per share, basic and diluted	$	(0.27	)	$	0.06
Non-redeemable Class A common stock:
Weighted average shares outstanding, basic and diluted		10,816,995			1,803,670
Net income (loss) per share, basic and diluted	$	(0.27	)	$	0.06
Class B common stock:
Weighted average shares outstanding, basic and diluted		5			9,071,610
Net income (loss) per share, basic and diluted	$	(0.27	)	$	0.06

The table below sets forth a description of our issuance of common stock during the year ended December 31, 2025, commencing from the Closing Date of the Merger:

The accompanying notes are an integral part of these audited consolidated financial statements.


Common stock outstanding immediately after the Merger						98,881,886
Vesting of restricted stock units						3,961,729
Exercise of stock options						562,446
Shares issued under Committed Equity Facility						8,493,674
Shares issued in Polar Private Placement						9,375,000
Shares issued to Cantor Fitzgerald & Co.						769,231

Common stock outstanding as of December 31, 2025						122,043,966

Committed Equity Facility

On July 14, 2025, the Company entered into the Committed Equity Facility with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the agreement governing the Committed Equity Facility, the Company has the right, but not the obligation, to direct B. Riley to purchase newly issued shares of the Company’s common stock up to an aggregate value of $50.0 million over a defined 36-month period in distinct individual transactions (each a “Purchase”), subject to certain limitations and conditions set forth in the agreement governing the Committed Equity Facility, as further described below. Without prior stockholder approval, the total aggregate shares of common stock issued to B. Riley under the Committed Equity Facility cannot exceed 20,326,159 shares of common stock, representing 19.99% of the aggregate number of shares issued and outstanding immediately prior to the execution of the Committed Equity Facility.

During the year ended December 31, 2025, the Company sold a total of 8,493,674 shares of its common stock to B. Riley under the Committed Equity Facility for net proceeds of $33.2 million.

Shares issued in Polar Private Placement

See “Trends and Recent Developments — Recent Developments in Our Business” for a description of the shares of our common stock issued in the Polar Private Placement.

Shares issued to Cantor Fitzgerald & Co.

In April 2025, the Company entered into an engagement letter with Cantor Fitzgerald & Co. (“Cantor”), which required a non-refundable advisory fee in the form of 769,231 shares of common stock. In July 2025, the Company issued the shares of common stock due to Cantor.

~~Table~~Future Commitments to Issue Shares of ~~Contents~~Our Common Stock

BLAIZE HOLDINGS, INC. (F/K/A BURTECH ACQUISITION CORP.)


						As of December 31,
						2025
Stock options (1)						28,746,278
RSUs (1)						9,359,499
Employee stock purchase plan shares available for future purchase (1)						3,047,669
Earnout shares (2)						17,600,000
BZAI warrants (3)						29,648,250
Warrants issued to an advisor (3)						50,000
Polar warrants (3)						9,375,000
Issuable under Sales Partner Referral Agreement (4)						*
Issuable under Committed Equity Facility (5)						*
Total potential commitments to issue common stock						97,826,696

~~CONSOLIDATED~~* ~~STATEMENTS~~Variable OFnumber ~~STOCKHOLDERS’~~of ~~DEFICIT~~shares not determinable as of December 31, 2025.

	Class A Common Stock				Class B Common Stock				Additional Paid-In		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2023		10,816,995	$	1,082		5	$	—	$	—	$	(15,839,811	)	$	(15,838,729	)
Accretion for common stock subject to redemption amount		—		—		—		—		—		(3,380,995	)		(3,380,995	)
Excise tax liability arising from redemption of Class A shares		—		—		—		—		—		(27,747	)		(27,747	)
Net loss		—		—		—		—		—		(4,113,532	)		(4,113,532	)
Balance as of December 31, 2024		10,816,995	$	1,082		5	$	—	$	—	$	(23,362,085	)	$	(23,361,003	)

(1) As of December 31, 2025, we had commitments to issue 28,746,278 shares of common stock to employees and others under stock option awards, and an additional 9,359,499 shares of our common stock under employee and other RSU awards. We have further reserved 3,047,669 shares of our common stock under an employee stock purchase plan, which has not yet commenced.

	Class A Common Stock				Class B Common Stock						Additional Paid-In		Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance as of December 31, 2022		1,329,500	$	133		9,487,500		$	949		$	—	$	(10,145,752	)	$	(10,144,670	)
Conversion of Class B to Class A Shares		9,487,495		949		(9,487,495	)		(949	)		—		—			—
Stockholder Non-Redemption Agreement		—		—		—			—			—		8,758,683			8,758,683
Stockholder Non-Redemption Agreement		—		—		—			—			—		(8,758,683	)		(8,758,683	)
Excise tax liability arising from redemption of Class A shares		—		—		—			—			—		(2,523,150	)		(2,523,150	)
Accretion for common stock subject to redemption amount		—		—		—			—			—		(4,510,051	)		(4,510,051	)
Net income		—		—		—			—			—		1,339,142			1,339,142
Balance as of December 31, 2023		10,816,995	$	1,082		5		$	—		$	—	$	(15,839,811	)	$	(15,838,729	)

(2) We have commitments in respect of the Earnout Shares to issue up to 15,000,000 shares of our common stock, primarily to Legacy Blaize shareholders and also to then-outstanding Legacy Blaize employee equity award holders, and 2,600,000 shares of our common stock to Burkhan, subject to our share price achieving certain thresholds over a period of time. These Earnout Shares are dependent upon, among other things, changes in the closing share price of our common stock, the expected timing of settlement, and the probability of achieving certain triggering events.

~~The~~(3) ~~accompanying~~We ~~notes~~have ~~are~~a total of 29,648,250 warrants to purchase shares of our common stock outstanding, exercisable at $11.50 per share (the “BZAI warrants”), which expire on January 13, 2030. Additionally, shortly after the Merger, we issued, to an ~~integral~~advisor, ~~part~~50,000 warrants to purchase shares of ~~these~~our ~~audited~~common ~~consolidated~~stock ~~financial~~outstanding, ~~statements~~exercisable at $11.50 per share, which expire in the first quarter of 2030. See “Trends and Recent Developments — Recent Developments in Our Business” for a description of the warrants issued in the Polar Private Placement (the “Polar warrants”).

(4) We have a Sales Partner Referral Agreement with Burkhan LLC (the “Sales Partner”), an affiliate of the Sponsor, that allows partially for shares of our common stock to be issued to that affiliate in respect of a sales commission, at our discretion. Cash or shares of stock for commission payments are to be released upon our receipt of cash on the sales made under the Sales Partner Referral Agreement. During the year ended December 31, 2025, sales were made to an affiliate of the Sales Partner, but no payments were made on amounts due to us, and therefore, no cash or shares of stock relating to the sales commission were released during the year ended December 31, 2025. Subsequent to December 31, 2025, we received the payment from the Sales Partner and then paid the sales commission in cash, although future sales commissions may be partially payable in shares of our common stock at our discretion.

(5) The remaining number of shares that we may sell under the Committed Equity Facility varies in relation to our stock price.

Previously Utilized Financing Facilities

Prior to the Merger, certain arrangements such as Legacy Blaize convertible notes, Legacy Blaize convertible preferred stock, and Legacy Blaize warrants provided us with funding. Upon the consummation of the Merger, these agreements all converted to equity (shares of our common stock or warrants to purchase our common stock).

~~Table~~Cash ofFlows ~~Contents~~for the Years Ended December 31, 2025 and 2024

~~BLAIZE~~Cash ~~HOLDINGS,~~Flows ~~INC.~~used ~~(F/K/A~~in ~~BURTECH~~Operating ~~ACQUISITION CORP.)~~Activities

~~CONSOLIDATED~~Net ~~STATEMENTS~~cash OFused ~~CASH~~in ~~FLOWS~~operating activities was $73.8 million for the year ended December 31, 2025, compared to $53.5 million for the year ended December 31, 2024. The increase in cash used in operating activities was primarily due to an increase of $145.7 million in net loss, partially offset by an increase in adjustments to reconcile net loss to net cash used in operating expenses of $126.4 million and an increase in changes in operating assets and liabilities of $0.9 million.

	Year Ended December 31,
	2024			2023
Cash flows from operating activities:
Net income (loss)	$	(4,113,532	)	$	1,339,142
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(2,465,138	)		(5,751,596	)
Penalties and interest on excise taxes		310,728			—
Change in fair value of derivative liability – Non-Redemption Agreement		1,084,963			—
Changes in current assets and liabilities:
Prepaid expenses and other current assets		—			186,532
Accrued expenses		2,722,517			1,618,895
Franchise tax payable		200,000			35,800
Income tax payable		(510,465	)		235,886
Net cash used in operating activities		(2,770,927	)		(2,335,341	)
Cash flows from investing activities:
Cash withdrawn from Trust Account used to pay franchise and income taxes		664,839			1,314,246
Principal deposits into Trust Account for Extension		(1,639,296	)		(130,370	)
Restricted Cash		—			843,313
Due from Sponsor		—			318,888
Cash withdrawn from Trust Account in connection with redemptions		2,774,658			227,776,035
Net cash provided by investing activities		1,800,201			230,122,112
Cash flows from financing activities:
Proceeds from advances from Sponsor		2,971,258			—
Proceeds from convertible promissory note – related party		689,655			810,345
Redemptions of Common Stock		(2,774,658	)		(227,776,035	)
Net cash provided by (used in) financing activities		886,255			(226,965,690	)
Net change in cash and restricted cash		(84,471	)		821,081
Cash and restricted cash – beginning of period		843,313			22,232
Cash and restricted cash – end of period	$	758,842		$	843,313
Supplemental cash flow disclosures;
Cash paid for income taxes	$	1,027,644		$	791,758
Supplemental non-cash disclosures;
Excise tax liability arising from redemption of Class A shares		27,747			2,523,150
Accretion of Class A common stock subject to possible redemption		3,380,995			4,510,051
Reconciliation of cash and restricted cash:
Cash – beginning of period		—			22,232
Restricted cash – beginning of period		843,313			—
Cash and restricted cash – beginning of period	$	843,313		$	22,232
Cash – end of period	$	1,506		$	—
Restricted cash – end of period		757,336			843,313
Cash and restricted cash – end of period	$	758,842		$	843,313

Cash Flows used in Investing Activities

~~The~~For ~~accompanying~~the ~~notes~~years ~~are~~ended anDecember 31, ~~integral~~2025 ~~part~~and 2024, we used $0.8 million and $0.9 million, respectively, of ~~these~~cash ~~audited~~to ~~consolidated~~purchase ~~financial~~property ~~statements~~and equipment.

Cash Flows provided by Financing Activities

For the year ended December 31, 2025, net cash provided by financing activities was $70.1 million, which primarily consisted of $33.2 million of net proceeds from the Committed Equity Facility, $27.9 million of net proceeds from the issuance of common stock to Polar, and $15.9 million of proceeds from the Merger and PIPE financing, partially offset by the $7.7 million payment of deferred offering costs. Net cash provided by financing activities for the year ended December 31, 2024 of $101.7 million primarily consisted of $110.7 million in proceeds from the issuance of secured convertible notes, partially offset by the payment of demand notes of $4.8 million and deferred offering costs of $4.4 million.

Material Cash Requirements, Cash Collections, and Cash Availability

Material cash requirements as of December 31, 2025 included trade accounts payable of $22.8 million for the purchase of finished goods hardware as described below, along with the near-term general corporate expenses of the business, such as employee payroll and consulting fees.

During the fourth quarter of 2025, we sold certain hardware in the amount of $23.8 million, and at the same time, purchased hardware from a third-party vendor in order to fulfil that sales contract, recording the trade account payable referred to, above. During the first quarter of 2026, we received payments of $15.2 million from our customer, and paid our vendor $15.8 million. The remainder of $8.6 million is due from our customer on March 31, 2026.

Subsequent to the year ended December 31, 2025, we collected cash from a related party in the amount of $6.4 million, which fully settled the related party’s outstanding accounts receivable balance as of December 31, 2025 of $3.4 million. The remaining $3.0 million was recorded as deferred revenue as of the date of receipt within the first quarter of 2026 and will be recognized as revenue in the first quarter of 2026 as we fulfilled our performance obligations to the related party at that time.

As of December 31, 2025, we had cash and cash equivalents on hand of $45.8 million, and we had approximately $16.6 million remaining available to draw on the Committed Equity Facility.

~~Table~~Emerging ofGrowth ~~Contents~~Company and Smaller Reporting Company Status

~~BLAIZE~~We ~~HOLDINGS~~are an emerging growth company (“EGC”) as defined in the JOBS Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, ~~INC~~delaying the adoption of these accounting standards until they apply to private companies. We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we are (~~F/K/A~~i) ~~BURTECH~~no ~~ACQUISITION~~longer ~~CORP.~~an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

~~NOTES~~In TOaddition, ~~THE~~we ~~CONSOLIDATED~~intend ~~FINANCIAL~~to ~~STATEMENTS~~rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, we intend to rely on such exemptions, we are not required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

~~NOTE~~We will remain an EGC under the JOBS Act until the earliest of (i) December 31, 2026, which is the last day of our first fiscal year following the fifth anniversary of the closing of BurTech’s initial public offering, (ii) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 ~~DESCRIPTION~~billion, OF(iii) ~~ORGANIZATION~~the ~~AND~~date ~~BUSINESS~~on ~~OPERATIONS~~which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

~~BurTech~~We ~~Acquisition~~have ~~Corp.~~also ~~("BurTech"~~elected orto ~~the~~avail ourselves of smaller reporting company (“~~Company~~SRC”) status, which is acurrently ~~blank~~available ~~check~~to ~~company~~us ~~incorporated~~as inour ~~Delaware~~annual onrevenues ~~March~~are 2,less ~~2021~~than $100.0 million, ~~for~~while at the ~~purpose~~same oftime, ~~effecting~~our apublic ~~merger,~~float ~~capital~~is ~~stock~~less ~~exchange,~~than ~~asset~~$700.0 ~~acquisition,~~million. ~~stock~~Should ~~purchase~~our annual revenues exceed $100.0 million, ~~reorganization~~then orwe ~~similar~~may ~~business~~continue ~~combination~~to ~~with~~elect ~~one~~SRC orstatus ~~more~~if ~~businesses~~our ~~(the~~public ~~“Business~~float ~~Combination”)~~is less than $250.~~The~~0 ~~Company~~million. isAnnual anrevenues ~~emerging~~are ~~growth~~determined ~~company~~with ~~and,~~reference to our full year revenues as ~~such~~reported on Form 10-K each year, ~~the~~and ~~Company~~public float is ~~subject~~determined toannually ~~all~~at a measurement date of June 30 of each year by multiplying the ~~risks~~number ~~associated~~of ~~with~~shares ~~emerging~~of ~~growth~~common ~~companies~~stock held by non-affiliates by the closing share price of our common stock on June 30 of that year. SRC status allows us, but does not require us, to provide scaled disclosures in our annual reports on Form 10-K and our quarterly reports on Form 10-Q.

The ~~Company~~public ~~has~~float ~~one~~and ~~wholly~~revenue ~~owned~~calculations ~~inactive~~described ~~subsidiary,~~above ~~BurTech~~also ~~Merger~~determine ~~Sub~~our ~~Inc~~status as an accelerated or non-accelerated filer. ~~(the~~Currently, ~~“Merger~~as ~~Sub”)~~our revenues are less than $100.0 million, we are a ~~Delaware~~non-accelerated ~~corporation~~filer, ~~formed~~and as long as we are a non-accelerated filer (as determined each year on ~~December~~June 6,30 ~~2023.~~as ~~The~~described ~~Company~~above) we are not required to provide an auditor’s ~~sponsor~~attestation isreport ~~BurTech~~on LPour ~~LLC,~~system of internal controls over financial reporting pursuant to Section 404(b) of the ~~“Sponsor”)~~Sarbanes-Oxley Act. Should our revenues exceed $100.0 million and should our public float continue to be in excess of $75.0 million, we would then become an accelerated filer, commencing with our next Annual Report on Form 10-K.

AsCritical ofAccounting December 31, 2024, the Company had not commenced any operations. All activity for the period from March 2, 2021 (inception) through December 31, 2024 relates to the Company’s formation and the Initial Public Offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.Estimates

~~Business~~The ~~Combination~~preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates. We expect quarter-to-quarter GAAP earnings volatility from our business activities.

On December 22, 2023, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, BurTech Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“ Merger Sub”), Blaize, Inc., a Delaware corporation (“Legacy Blaize”), and, solely for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”), pursuant to which Merger Sub will merge with and into Legacy Blaize, whereupon the separate corporate existence of Merger Sub will cease and Legacy Blaize will be the surviving company and continue in existence as a direct, wholly owned subsidiary of BurTech, on the terms and subject to the conditions set forth therein (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, BurTech will be renamed “Blaize Holdings, Inc.” (“Blaize”).

On April 22, 2024, the Company entered into an amendment of its Merger Agreement which modified certain terms and conditions as follows:

The Company entered into an additional letter agreement which modified its convertible note financing and certain lock-up provisions which will exist in the closing of the Company’s Business Combination.

The Company entered into an additional letter agreement in connection with its convertible note financing subject to funding conditions which will exist in the closing of the Company’s Business Combination.

The Sponsor and the Company entered into an additional letter agreement, under which the Sponsor agreed to forfeit 2,000,000 Company Shares to be effective immediately prior to the closing of the Business Combination.

The Merger Agreement Amendment also revised the aggregate reserve size under the 2025 Plan and 2025 ESPP (each as defined below) to 20% of the aggregate number of shares of the Company’s common stock issued and outstanding immediately after the closing of the Business Combination and the evergreen percentage for the 2025 Plan to 7% of the aggregate number of shares of the Company’s common stock issued and outstanding on the last day of the calendar year immediately preceding the year of the applicable evergreen increase.

The Company, Merger Sub, Legacy Blaize and Burkhan amended the Agreement and Plan of Merger, amending the original Merger Agreement to make the following adjustments:

Increasing the Base Purchase Price from $700 million to $767 million.

Acknowledged that the Legacy Blaize Note Financing and the Legacy Blaize Warrant Financing constitute a Company Financing for all purposes of the Merger Agreement.

Added a new component to the definition of “Base Merger Consideration”, which is the product of (a) the number of shares of the Excluded Company Stock multiplied by (b) the Per Company Share Merger Consideration.

Added a new component to the definition of “Available Acquiror Cash”, which is the amount contributed by the Sponsor pursuant to the Backstop Subscription Agreement and a new definition of “Cash Ratio,” which means the ratio equal to (x) Available Acquiror Cash, divided by (y) the Minimum Cash Amount.

Added a new definition of “Proportionate Shares Number,” which means (a) 325,000 Company Shares multiplied by (b.) the Cash Ratio; (viii) Added a closing condition for the benefit of Legacy Blaize requiring that the sum of the Trust Amount plus the amount of funds received pursuant to the Backstop Subscription Agreement shall be no less than the Backstop Amount.

Additionally, adjustments were made to various definitions and covenants to reflect the funding commitment of the Sponsor pursuant to the Backstop Subscription Agreement and the amounts of certain convertible notes and pre-funded warrants Burkhan, its affiliates or nominees purchased from the Company.

~~Table~~Our critical accounting estimates include estimates related to accounting for the Merger and reverse recapitalization, revenue recognition, valuation of ~~Contents~~accounts receivable, the net realizable value of inventories, and the liability or equity classification and/or valuation of financial instruments, which may be complex financial instruments. Our financial instruments subject to valuation other than a Level 1 valuation technique currently include the earnout shares, stock-based compensation awards such as stock options, and the valuation of the Polar warrants; and historically have included the pre-Merger convertible notes, pre-Merger warrants, and pre-Merger stock-based compensation awards. These estimates and assumptions are based on historical experience and on various other factors which we believe to be reasonable under the circumstances. We engage third-party valuation specialists to assist with estimates related to the valuation of derivative assets or liabilities arising from complex financial instruments.

~~BLAIZE~~Management ~~HOLDINGS,~~discusses ~~INC.~~the ~~(F/K/A~~ongoing ~~BURTECH~~development ~~ACQUISITION~~and ~~CORP~~selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors.)

~~NOTES~~Refer TOto ~~THE~~Note ~~CONSOLIDATED~~3 — ~~FINANCIAL~~“Summary ~~STATEMENTS~~of Significant Accounting Policies,” in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K for a summary of significant accounting policies.

~~(CONTINUED)~~Merger and Reverse Recapitalization

OnOur ~~October~~consolidated ~~24,~~financial ~~2024,~~statements reflect the ~~Company,~~results ~~Legacy Blaize and Burkhan entered into an Amendment No. 2 to Agreement and Plan~~ of ~~Merger (~~the ~~“Second Amendment to~~ Merger ~~Agreement”). The Second Amendment to Merger Agreement amended the original merger agreement to revise the Blaize Board designees to be comprised of nine members~~, ~~including~~which ~~four~~was ~~individuals~~accounted tofor beas ~~designated~~a byreverse ~~Legacy~~recapitalization ~~Blaize~~in ~~(rather~~accordance ~~than~~with ~~two~~U.S. ~~individuals~~GAAP. toThe beaccounting ~~designated~~for by the ~~Sponsor~~Merger ~~and~~required ~~two~~management ~~individuals~~ to bemake ~~designated~~significant byestimates ~~Legacy Blaize in the previous merger agreement)~~ and ~~five independent directors~~judgments, ~~designated~~particularly byin ~~Legacy~~identifying ~~Blaize~~the ~~after~~accounting ~~consultation~~acquirer, indetermining ~~good faith, with~~ the ~~Company~~fair ~~regarding~~value ~~the determination~~ of ~~the~~financial ~~independent~~instruments ~~directors~~issued, ~~with~~and ~~Lane~~evaluating ~~M. Bess to be designated as~~ the ~~Chairman~~classification ~~until~~of acertain ~~new~~financial ~~chairperson is appointed by the Blaize Board~~instruments.

OnUnder ~~November 21, 2024,~~ the ~~Company,~~guidance ~~Legacy~~in ~~Blaize~~ASC ~~and~~805 ~~Burkhan~~— ~~entered~~“Business ~~into~~Combinations,” anthe ~~Amendment~~determination ~~No. 3 to Agreement and Plan~~ of ~~Merger (~~the ~~“Third~~accounting ~~Amendment~~acquirer torequired ~~Merger~~management ~~Agreement”).~~to ~~The~~consider ~~Third~~a ~~Amendment~~variety toof ~~Merger~~factors, ~~Agreement~~including ~~amended~~ the ~~original~~relative ~~merger~~voting ~~agreement~~rights toof ~~(i) revise~~ the ~~Blaize~~pre-combination ~~Board~~shareholders, ~~designees~~the tocomposition ~~be comprised~~ of ~~seven~~the ~~members,~~board ~~including~~of ~~two~~directors ~~individuals to be designated by Legacy Blaize~~ and ~~five~~senior ~~independent~~management ~~directors,~~of ~~designated~~the bycombined ~~Legacy Blaize after consultation~~entity, inand ~~good faith, with~~ the ~~Company~~intended ~~regarding~~purpose ~~the~~and ~~determination~~substance of the ~~independent directors, with Lane M~~transaction. ~~Bess~~After toconsidering bethis ~~designated~~guidance, as the ~~Chairman~~Merger ~~until~~was aaccounted ~~new~~for ~~chairperson~~as isa ~~appointed~~reverse ~~by the Blaize Board~~recapitalization, ~~(ii)~~with ~~remove~~no ~~the~~goodwill ~~agreement~~or ~~between~~intangible ~~the~~assets ~~Company,~~recognized. ~~Sponsor~~The ~~and~~net ~~Burkhan~~assets ~~to enter into the Stockholders’ Agreement at the closing~~ of the ~~Business~~combined ~~Combination~~entity ~~and~~are tostated ~~remove~~at ~~such~~historical ~~Form~~cost, ~~of Stockholders’ Agreement as an exhibit to the original merger agreement~~ and ~~(iii) replace~~ the ~~proposed~~shares ~~Third Amended~~ and ~~Restated~~per-share ~~Certificate~~information ofpresented ~~Incorporation~~in ~~with~~the aconsolidated ~~new~~financial ~~Form~~statements ofwere ~~Third~~retroactively ~~Amended~~adjusted ~~and Restated Certificate of Incorporation~~ to reflect ~~that~~ the ~~Blaize~~exchange ~~Board~~ratio ~~will~~established ~~not~~in bethe amerger ~~classified board~~agreement.

~~Special~~In ~~Meeting~~addition, management evaluated the appropriate classification of certain financial instruments such as contingent earnout liabilities under ASC 480, “Distinguishing Liabilities from Equity,” and ~~Closing~~ASC 815, “Derivatives and Hedging”. This assessment required complex analysis of ~~the~~contractual ~~Transactions~~terms and applicable accounting guidance to determine whether instruments should be recorded as equity or liability-classified. Liability-classified instruments are subsequently remeasured at fair value each reporting period end, with changes recognized in earnings, which may result in significant volatility in our results of operations.

OnBecause ~~December 23, 2024,~~ the ~~Company~~accounting ~~held~~for ~~a special meeting in lieu of~~ the ~~2024~~Merger ~~annual~~and ~~meeting~~reverse ofrecapitalization ~~stockholders~~involved ~~(the~~estimates ~~“Special~~that ~~Meeting”),~~relied aton ~~which the Company~~management’s ~~stockholders~~assumptions ~~considered~~regarding ~~and~~market ~~adopted~~conditions, ~~among~~valuation ~~other matters~~methodologies, ~~a proposal to approve the Business Combination, including (a) adopting the Merger Agreement~~ and ~~(b) approving~~ the ~~other~~interpretation ~~transactions~~of ~~contemplated~~complex bycontractual ~~the~~terms, ~~Merger~~it ~~Agreement~~represents ~~and~~a ~~related~~critical ~~agreements~~accounting ~~described in the Proxy Statement/Prospectus~~estimate.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on January 13, 2025 (the “Closing Date”), the Business Combination was consummated (the “Closing”).Revenue

~~Prior~~We make significant estimates and assumptions as we follow the revenue accounting model of ASC 606 — “Revenue from Contracts with Customers,” (“ASC 606”) to (i) identify the ~~Business~~contract(s) ~~Combination~~with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation.

~~The~~Our ~~registration~~contracts ~~statement~~may ~~for~~contain ~~the~~more ~~Company’s~~than ~~IPO~~one ~~was~~performance ~~declared effective on December 10, 2021 (the “Effective Date”)~~obligation. OnJudgment ~~December~~is ~~15,~~required ~~2021,~~in ~~the~~determining ~~Company~~whether ~~completed~~each ~~the~~performance ~~IPO~~obligation ofwithin ~~28,750,000~~a ~~units,~~customer ~~including~~contract ~~3,750,000 units from the full exercise of the overallotment option by the underwriters, at $10.00 per unit (the “Units”), which~~ is ~~discussed in Note 3 (the “Initial Public Offering”)~~distinct. ~~Each~~Some ~~Unit consists~~ of ~~one~~our ~~Class~~products ~~A common stock~~ and ~~one~~services ~~redeemable~~function ~~warrant~~on ~~(the~~a ~~“Public~~standalone ~~Warrants”).~~basis ~~Each~~and ~~whole~~do ~~warrant~~not ~~entitles~~require ~~the~~a ~~holder~~significant toamount ~~purchase~~of ~~one~~integration ~~Class~~or ~~A common stock at a price of $11~~interdependency.50 ~~per~~Therefore, ~~share.~~multiple

Simultaneously with the consummation of the IPO, the Company consummated the private placement of 898,250 units (the “Private Placement Units”) to the Sponsor, including 93,750 units from the full exercise of the overallotment option by the underwriters, at a price of $10.00 per units, generate an aggregate of $8,982,500 proceeds.

Transaction costs amounted to $16,919,619 consisting of $2,875,000 of underwriting commissions, $10,062,500 of deferred underwriting commissions, $3,456,652 fair value of class A shares issued to the underwriters and $525,467 of other offering costs. In addition, $1,539,541 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Nasdaq rules require that a company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. The board of directors will make the determination as to the fair market value of the initial Business Combination. If the board of directors is not able to independently determine the fair market value of the initial Business Combination, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While the Company considers it unlikely that the board of directors will not be able to make an independent determination of the fair market value of the initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of the Company’s independent directors.

~~Table~~performance obligations contained within a customer contract are considered distinct and are not combined for revenue recognition purposes. We allocate the total transaction price to each distinct performance obligation in an arrangement with multiple performance obligations on a relative standalone selling price basis. In certain cases, we can establish standalone selling price based on directly observable prices of ~~Contents~~products or services sold separately in comparable circumstances to similar customers. If standalone selling price is not directly observable, such as when we do not sell a product or service separately, we determine standalone selling price based on market data and other observable inputs.

~~BLAIZE~~Further, ~~HOLDINGS~~the concept of “probability of collection” of revenue is a significant estimate in the step of “identifying a valid contract,” ~~INC~~in ASC 606, as collection need be assessed as “probable,” which is generally considered to be over 75% likely to occur, before revenue can be recognized. ~~(F/K/A~~Probability ~~BURTECH~~estimates ~~ACQUISITION~~hinge ~~CORP~~upon the management’s assessment of a customer’s financial ability to pay, credit history or past history of payments, and intent to pay.) If there is uncertainty regarding the ability of collecting potential revenue in accordance with the terms of a credit agreement at the time of a sale, it may be appropriate to defer revenue recognition or apply a constraint against revenue recognition until payment is received from the customer. Since we have a concentration in our customer base, management carefully assesses the probability of collection from each customer at the time of sale.

~~NOTES~~Valuation TOof ~~THE~~Accounts ~~CONSOLIDATED FINANCIAL STATEMENTS~~ Receivable

~~(CONTINUED)~~The “current expected credit loss” accounting standard, or “CECL” is the accounting model that is used to measure the valuation of trade accounts receivable. Estimates of expected credit losses on trade receivables are required to be recorded at inception, based on historical information, current conditions, and reasonable and supportable forecasts.

~~Following~~Management ~~the~~makes ~~closing~~complex ofjudgments ~~the~~about ~~IPO~~future oneconomic ~~December 15~~conditions, ~~2021,~~borrower ~~$291~~creditworthiness,~~812,500~~ ~~($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO~~ and ~~the~~historical ~~sale~~loss ofexperience. ~~the~~Our ~~Private~~customer ~~Placement~~base ~~Units~~is ~~was~~highly ~~deposited~~concentrated, ~~into a trust account (the “Trust Account”)~~ and ~~will~~many ~~be invested only in U.S. government securities with a maturity~~ of ~~185~~our ~~days~~customers orhave ~~less~~limited or inno ~~money~~established ~~market~~credit ~~funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U~~history.S. ~~government~~As treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest that may be used for the Company’s dissolution expenses, the proceeds from the IPO and the sale of the placement units held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) ~~the completion of the initial Business Combination~~result, ~~(b)~~ the ~~redemption~~estimation of ~~any~~expected ~~public~~credit ~~shares~~losses ~~properly~~involves ~~submitted~~significant injudgment ~~connection with a stockholder vote to amend the Company’s second amended~~ and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is ~~unable to complete the initial Business Combination within 15 months from the closing of the IPO,~~ subject to ~~applicable~~a ~~law.~~high ~~The~~degree ~~proceeds deposited in the Trust Account could become subject to the claims~~ of ~~the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders~~uncertainty.

The ~~Company~~allowance ~~will~~for ~~provide~~credit ~~its~~losses ~~public~~is ~~stockholders~~particularly ~~with~~sensitive ~~the opportunity~~ to ~~redeem~~changes ~~all or a portion of their public shares upon the completion of the initial Business Combination either (i)~~ in ~~connection with a stockholder meeting called to approve~~ the ~~Business~~financial ~~Combination~~condition or ~~(ii)~~payment ~~without~~behavior ~~a stockholder vote by means~~ of aindividual ~~tender offer~~customers. ~~The~~A ~~decision~~default asby ~~to whether the Company will seek stockholder approval of~~ a ~~proposed~~single ~~Business~~significant ~~Combination~~customer orcould ~~conduct~~have a ~~tender~~material ~~offer~~impact ~~will~~on beour ~~made~~results byof ~~the~~operations ~~Company,~~and ~~solely~~financial inposition. ~~the~~We ~~Company’s~~regularly ~~discretion,~~review and ~~will~~update beour ~~based~~estimates ~~on a variety of factors such~~ as ~~the~~new ~~timing~~information ofbecomes ~~the~~available ~~transaction~~ and ~~whether~~as ~~the~~economic ~~terms~~conditions ~~of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement~~evolve.

~~The~~Given ~~Company will provide its public stockholders with~~ the ~~opportunity~~inherent tolimitations ~~redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable~~ in ~~cash, equal to~~ the ~~aggregate~~available ~~amount~~data ~~then~~and ~~on deposit in~~ the ~~Trust~~significant ~~Account~~judgment asrequired, ofactual ~~two~~credit ~~business~~losses ~~days~~may ~~prior~~differ tomaterially ~~the~~from ~~consummation~~our ofestimates. ~~the~~We ~~initial~~believe ~~Business~~our ~~Combination,~~approach ~~including~~is ~~interest~~reasonable ~~earned on the funds held in the Trust Account~~ and ~~not~~appropriate ~~previously~~given ~~released to~~ the ~~Company~~unique tocharacteristics ~~pay its taxes, divided by the number~~ of ~~then~~our ~~outstanding~~customer ~~public shares~~base, ~~subject~~and towe ~~the~~continue ~~limitations described herein. The amount in the Trust Account is initially anticipated~~ to berefine ~~$10.15~~our ~~per~~methodology ~~public~~as ~~share,~~more ~~however,~~information ~~there~~becomes ~~is no guarantee that investors will receive $10~~available.~~15 per share upon redemption.~~

~~The~~Net ~~Company~~Realizable ~~will~~Value ~~proceed with a Business Combination if the Company has net tangible assets~~ of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificates of amendment on March 10, 2023 and December 11, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.Inventories

The ~~shares~~determination of ~~common~~the ~~stock~~net ~~subject~~realizable tovalue ~~redemption~~(“NRV”) ~~will~~of beinventory ~~recorded~~is at a ~~redemption~~critical ~~value~~accounting ~~and~~estimate ~~classified~~that asrequires ~~temporary~~management ~~equity~~judgment. ~~upon~~Inventories are stated at the ~~completion~~lower of cost or NRV. Cost is determined using the ~~IPO~~first-in, infirst-out ~~accordance~~method. ~~with~~NRV ~~Financial~~represents ~~Accounting~~the ~~Standards~~estimated ~~Board’s~~selling ~~(“FASB”)~~price ~~Accounting~~in ~~Standards~~the ~~Codification~~ordinary ~~(“ASC”)~~course ~~Topic~~of ~~480~~business, ~~“Distinguishing~~less ~~Liabilities~~reasonably ~~from~~predictable ~~Equity~~costs of completion, disposal, and transportation.”

~~The~~Management ~~Company~~regularly ~~initially~~reviews ~~had~~inventory ~~only~~quantities 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. The Company has extended the Combination Period in which the Company may complete the Initial Business Combination on ~~March~~hand ~~10, 2023 (see below). If the Company is unable to complete the initial Business Combination within the Combination Period (~~and ~~the~~compares ~~stockholders~~these ~~have~~amounts ~~not approved an amendment~~ to ~~the~~forecasted ~~Company’s charter extending this time period)~~demand, ~~the~~historical ~~Company will: (i) cease all operations except for the purpose of winding up~~usage, ~~(ii)~~and asmarket ~~promptly~~conditions asto ~~reasonably~~identify ~~possible but not more than ten business days thereafter~~excess, ~~redeem the public shares, at a per~~slow-~~share price~~moving, ~~payable in cash~~obsolete, ~~equal~~or tootherwise ~~the~~impaired ~~aggregate~~items. ~~amount~~When ~~then~~indicators onare ~~deposit~~present inthat the ~~Trust~~cost ~~Account~~of ~~including interest earned on~~ the ~~funds~~inventory ~~held~~exceeds ~~in the Trust Account and not previously released to the Company to pay~~ its ~~taxes (less up to $100~~NRV,~~000~~ ofwe ~~interest~~record toa ~~pay~~write-down. ~~dissolution~~These ~~expenses),~~estimates ~~divided~~inherently byinvolve ~~the~~significant ~~number of then outstanding public shares~~judgment, ~~which~~particularly redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in ~~the~~assessing ~~case~~future ofdemand ~~clauses (ii)~~ and ~~(iii)~~technological ~~above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law~~changes. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

Changes in assumptions or market conditions could materially affect the carrying value of our inventory. Once recorded, write-downs to NRV establish a new cost basis and are not subsequently reversed.

~~Table~~Management believes the assumptions and methodologies used in estimating NRV are reasonable and consistent with industry practice; however, actual results may differ materially from these estimates, which could have a significant impact on our results of ~~Contents~~operations and financial condition.

~~BLAIZE~~Classification ~~HOLDINGS,~~of ~~INC.~~Complex ~~(F/K/A~~Financial ~~BURTECH ACQUISITION CORP.)~~Instruments

~~NOTES~~Our TOfinancial ~~THE~~statements ~~CONSOLIDATED~~include ~~FINANCIAL~~various ~~STATEMENTS~~instruments with characteristics of both debt and equity, currently including the Committed Equity Facility, earnout shares, warrants trading under the ticker symbol “BZAIW”, and the Polar warrants, and historically have included convertible notes, redeemable preferred stock, and legacy warrants. The determination of whether these instruments should be classified as liabilities or equity requires significant judgment and the application of complex accounting guidance under ASC 480 — “Distinguishing Liabilities from Equity,” and ASC 815 — “Derivatives and Hedging”.

~~(CONTINUED)~~Management evaluates the specific terms and features of each instrument, including redemption provisions, conversion features, participation rights, and contingencies that could require cash settlement. Instruments that contain certain cash settlement features are generally classified as liabilities and recorded at fair value, with changes in fair value recognized through earnings. Instruments that are not mandatorily redeemable for cash and that meet the criteria for equity classification are recorded in equity.

OnDetermining ~~March~~the ~~10,~~appropriate ~~2023,~~classification requires assessing the ~~Company~~likelihood and ~~Sponsor~~timing ~~entered~~of ~~into non-~~redemption ~~agreements~~or ~~(“Non-Redemption~~conversion ~~Agreements”)~~events, ~~with~~evaluating ~~one~~embedded orderivative ~~more~~features ~~unaffiliated~~where ~~third~~an ~~party~~instrument orembedded ~~parties~~ in ~~exchange~~a ~~for~~contract ~~such~~is ~~third~~issued ~~party~~for nominal or ~~third~~no ~~parties~~apparent ~~agreeing not to redeem up to an aggregate of 4~~consideration,~~597,648~~ ~~shares~~along ofwith the ~~Company’s~~essential ~~Class~~characteristics Ainherent ~~common stock sold~~ in ~~its~~a ~~initial~~derivative ~~public~~instrument ~~offering (“Non-Redeemed Shares”) in connection with the special meeting~~ of ~~the~~a ~~stockholders~~notional ~~called~~amount, byan ~~the~~underlying ~~Company (the “Special Meeting”)~~security, Inand ~~exchange~~a mechanism for ~~the~~net ~~foregoing commitments not to redeem such Non-Redeemed Shares~~settlement, ~~the~~and ~~Sponsor~~estimating ~~has~~fair ~~agreed~~values towhere ~~transfer~~bifurcation tois ~~such~~required. ~~third~~These ~~party~~assessments orrely ~~third~~on ~~parties~~market-based upassumptions, tovolatility anestimates, ~~aggregate~~discount ofrates, 1and,~~274,412~~ ~~shares~~in ofcertain ~~the~~cases, ~~Company~~management’s ~~Class~~expectations Aregarding ~~common~~future ~~stock~~financing ~~held~~and bysettlement ~~the Sponsor immediately following the consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting~~outcomes. ~~During~~Because ~~the~~these ~~Special~~judgments ~~Meeting~~involve ~~the~~estimates ~~Shareholders~~that ~~approved~~are aninherently ~~extension~~uncertain, ofsubsequent ~~time~~changes ~~for~~in ~~the~~facts ~~Company~~or tocircumstances ~~consummate~~could anmaterially ~~initial~~impact ~~business combination from March 15, 2023 to December 15, 2023 (~~the ~~“Extension”),~~classification and tomeasurement ~~amend the Trust Management Agreement with Continental Stock & Transfer Company, dated as~~ of ~~December~~these ~~10, 2021~~instruments.

OnValuation March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares. As a result, approximately $227.8 million (approximately $10.30 per share) was removed from the Company’s trust account to pay such holders. Following redemptions, the Company had 6,630,703 shares of ~~Class~~Financial ~~A common stock outstanding, and approximately $68.0 million remained in the Company’s trust account.~~Instruments

OnValuation ~~December~~of ~~11,~~any ~~2023~~financial ~~(the~~instrument ~~“Second~~depends ~~Special~~on ~~Meeting”),~~ the ~~Company~~underlying ~~entered~~characteristics ~~into an amendment to the investment management trust agreement dated as~~ of ~~December 10, 2021, with Continental Stock Transfer & Trust Company (~~the ~~“Second Trust Amendment”). Pursuant to the Second Trust Amendment~~instrument, ~~the~~which ~~Company~~generally ~~has~~dictate the ~~right~~valuation tomodel ~~extend the time~~ to ~~complete~~be a business combination twelve (12) times, each such extension for an additional one (1) month period (each an “Extension”), until December 15, 2024, by depositing into the Trust Account the lesser of $0used.03 ~~per~~Currently ~~unredeemed~~outstanding ~~share~~instruments ofsubject ~~Class~~to Avaluation ~~common~~include ~~stock or $150,000 (~~the ~~“Extension~~earnout ~~Payment”) for each one-month Extension. The Company’s stockholders redeemed 2~~shares,~~285,040~~ ~~shares~~stock ~~during the Second Special Meeting. As a result~~options, ~~approximately~~and ~~$24.5 million (approximately $10.74 per share) was removed from~~ the ~~Company’s~~Polar ~~trust account to pay such shareholders~~warrants. ~~This~~Previously ~~amount~~outstanding ~~was~~instruments ~~removed~~subject ~~from the Trust Account on January 5, 2024~~ to ~~pay~~valuation ~~such~~have ~~shareholders.~~included ~~From January through November,~~ the ~~Sponsor~~Committed ~~deposited~~Equity ~~$130~~Facility,~~370~~ ~~approximately~~convertible ~~the~~notes ~~15th~~and ofpreviously ~~each~~outstanding ~~month into the Trust Account to extend the life of the Company from January 15, 2024 to December 15, 2024~~warrants.

~~In connection with the stockholders’ vote at the Third Special Meeting of stockholders held by the Company on December 9, 2024,~~ The ~~Company’s~~earnout ~~stockholders redeemed 241,120~~ shares ~~during~~are ~~the~~valued ~~Third~~on ~~Special~~a ~~Meeting.~~quarterly Asbasis using a ~~result,~~Monte ~~approximately~~Carlo ~~$2.7~~simulation ~~million (approximately $11~~model.51 ~~per~~This ~~share)~~methodology ~~was~~captures ~~removed from~~ the ~~Company’s~~probabilistic ~~trust~~nature ~~account~~of tomechanisms ~~pay~~for ~~such~~our ~~holders.~~future ~~The~~exercise ~~amount~~of ~~was removed from~~ the ~~Trust Account on December 12~~instrument, ~~2024.~~share Inprice ~~conjunction with these redemptions~~volatility, ~~the~~and ~~stockholders~~contractual ~~also voted on extending the extended liquidation from December 15~~constraints, ~~2024~~providing toa ~~May~~reasonable ~~15,~~estimate ~~2025,~~of (the ~~“extended~~put ~~liquidation~~option’s ~~date”)~~expected ~~extending~~economic ~~the~~benefit ~~life~~over ofits ~~the~~remaining ~~Company to complete an initial business combination~~term. ~~The~~Monte ~~Company~~Carlo ~~has~~simulation ~~the~~is ~~right~~a tonumerical ~~extend~~method ~~the~~used ~~time~~ to ~~complete~~estimate ~~a business combination until May 15, 2025, by depositing into~~ the ~~Trust~~value ~~Account the lesser~~ of ~~$0.05~~uncertain ~~per~~outcomes ~~unredeemed~~by ~~share~~repeatedly ofgenerating ~~Class~~random Avariables ~~common stock or $205,227 (the “New Extension Payment”) for each one-month Extension. On December 15, 2024 the Sponsor deposited $205,227 on into the Trust Account~~ to ~~extend~~mimic the ~~life~~behavior of ~~the~~a ~~Company~~stochastic ~~to January 15~~(i.e., ~~2025~~random) process.

InThe ~~addition,~~fair ~~the~~value ~~Company~~of ~~has~~stock ~~agreed~~options ~~that~~granted ~~funds~~is ~~held~~determined inusing the ~~Company’s~~Black-Scholes-Merton ~~trust~~(“Black-Scholes”) ~~account,~~option ~~including~~pricing ~~any~~model ~~interest~~using ~~thereon~~various inputs, ~~will~~including ~~not~~management’s beestimates ~~used~~of toexpected ~~pay~~share ~~for~~price ~~any~~volatility, ~~excise~~term, ~~tax~~risk-free ~~liabilities~~rate ~~with~~and ~~respect to any~~ future ~~redemptions~~dividends. ~~prior~~We tohave orelected ~~in connection with~~ the ~~Extension,~~simplified anmethod ~~initial~~to ~~business~~determine ~~combination or~~ the ~~liquidation~~expected ofterm ~~the Company. The Sponsor~~ of the ~~Company~~option ~~will pay the excise tax when it becomes due~~grants.

The ~~Sponsor,~~fair ~~officers~~value and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with the completion of the ~~initial~~Polar ~~Business~~warrants ~~Combination,~~is ~~(ii)~~determined ~~waive~~using ~~their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with a stockholder vote to approve an amendment to~~ the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or preBlack-~~initial~~Scholes ~~Business~~option ~~Combination~~pricing ~~activity~~model ~~and~~as ~~(iii)~~described waive their rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares held by them if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combinationabove.

The fair value of the put option embedded in the Committed Equity Facility at its inception was determined using a Monte Carlo simulation model, as described above. As of December 31, 2025, the fair value of this put option was deemed to be de minimis and was therefore written down to zero.

The fair value of the forward contract embedded in the Committed Equity Facility at each point of issuance of our common stock to B. Riley is the difference between a volume-weighted average purchase price and the settlement

~~Table~~date closing share price of ~~Contents~~our common stock. The embedded derivative of the forward contract does not involve a complex valuation model. The fair value of this forward contract as of December 31, 2025 was de minimis.

~~BLAIZE~~Our ~~HOLDINGS~~previous issuance of legacy warrants was recorded at estimated fair value calculated using the Black-Scholes option pricing model as described above; wherein, ~~INC.~~depending ~~(F/K/A~~on ~~BURTECH~~the ~~ACQUISITION~~terms ~~CORP~~of the legacy warrants, certain parameters within the Black-Scholes option pricing model were required to be determined using a Monte Carlo simulation model, as described above.)

~~NOTES~~Our TOprevious ~~THE~~issuance ~~CONSOLIDATED~~of ~~FINANCIAL~~convertible ~~STATEMENTS~~notes was valued at an assumed market price, and did not involve a complex valuation model.

~~(CONTINUED)~~The value of our pre-Merger stock-based compensation awards was determined based on the estimated fair value of shares of common stock at the date of grant, as determined by the Board of Directors, and did not involve a complex valuation model.

~~The~~ITEM Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $107A.15 QUANTITATIVE ~~per~~AND ~~public~~QUALITATIVE ~~share~~DISCLOSURES ~~and~~ABOUT ~~(ii)~~MARKET the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations.RISK

OnAs ~~October 11, 2023, the Company received~~ a ~~notification~~smaller ~~letter~~reporting ~~(the~~company, ~~“Notice”)~~we ~~from~~are ~~the Listing Qualifications Department of NASDAQ indicating that it was~~ not ~~in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Listing Rule”) for failing to maintain a minimum of 400 Total Holders for continued listing, which is~~ required by the Nasdaq Global Market. The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Notice states that the Company has 45 calendar days from the date of the Notice, or until November 27, 2023, to ~~submit~~provide athis ~~plan to regain compliance with the Listing Rule, and if accepted, Nasdaq may grant the Company up to 180 calendar days from the date of the Notice, or until April 8, 2024, to regain compliance~~information. BurTech submitted a plan to Nasdaq to regain compliance with the Listing Rule on November 27, 2023. On April 16, 2024, the Company reported 522 total holders of stock, meeting the minimum 400 total holders requirement for The Nasdaq Global Market as per Listing Rule 5450(a)(2). The Company has received confirmation of compliance from Staff on April 26, 2024, closing the matter.

On December 11, 2024, the Company received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company did not comply with Nasdaq Interpretive Material IM-5101-2 (“IM-5101-2”), and that its securities are now subject to delisting. Pursuant to IM-5101-2, the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company did not complete its initial business combination by December 10, 2024, the Company did not comply with IM-5101-2, and its securities are now subject to delisting. Unless the Company requests a timely appeal of this determination by Nasdaq, trading of the Company’s securities on Nasdaq will be suspended at the opening of business on December 18, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing on Nasdaq. The Company will not appeal Nasdaq’s determination to delist the Company securities and accordingly, the Company’s securities will be suspended from trading on Nasdaq at the opening of business on December 18, 2024. The Company plans to transfer its securities to OTC for quotation under the same ticker symbols following the delisting of the Company’s securities on Nasdaq.

On July 18, 2024, the Company and Legacy Blaize filed the registration statement Form S-4 related the Business Combination detailed below.

On December 23, 2024, the Company held a special meeting in lieu of the 2024 annual meeting of the stockholders of the Company (the “Special Meeting”) in connection with the Business Combination and other related matters, as described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on December 2, 2024 (the “Proxy Statement”).

In connection with the stockholders’ vote on December 23, 2024 (discussed above) and after certain Investors entered into the Non-Redemption Agreements, 937,844 shares were tendered for redemption on January 12, 2025. As a result, approximately $10.9 million (approximately $11.58 per share) will be removed from the Company’s trust account to pay such holders, after taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions and execution of the Non-Redemption Agreements, the Company will have approximately $36.6 million in the Company’s trust account. In connection with the Non-Redemption Agreements, approximately $33.1 million will be transferred into a separate escrow account with Continental Stock Transfer & Trust Company at the closing of the Business Combination and held until such Non-Redeemed Shares are either sold in the market and/or put to the Company in accordance with the procedures described above and such funds are then distributed to the Investors and Company accordingly.

Liquidity and Going Concern

As of December 31, 2024, the Company had $1,506 in cash, $757,336 in restricted cash, and $47,558,112 in investments held in trust. Restricted cash is held exclusively for payment of current tax liabilities and $40,157 of over withdrawn interest from the Trust Account. As of December 31, 2024, $4,214,138 of the amount on deposit in the Trust Account represents interest income.

Our liquidity needs up to December 31, 2024 had been satisfied through a payment from our sponsor of $25,000 for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $1,500,000, working capital advances from the Sponsor and the net proceeds from the consummation of the Initial Public Offering held outside of the trust account. As of December 31, 2024, the Company had $1,500,000 outstanding under a Convertible Promissory Note and $2,971,258 outstanding as advances from sponsor.

~~Table~~ITEM of8. FINANCIAL ~~Contents~~STATEMENTS AND SUPPLEMENTARY DATA

~~BLAIZE~~INDEX ~~HOLDINGS,~~TO ~~INC.~~CONSOLIDATED ~~(F/K/A~~FINANCIAL ~~BURTECH ACQUISITION CORP.)~~STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 1195)			55
Consolidated Balance Sheets			56
Consolidated Statements of Operations			57
Consolidated Statements of Cash Flows			59
Consolidated Statements of Changes in Stockholders’ Equity (Deficit )			58
Notes to Consolidated Financial Statements
Note 1 — Organization and Description of Business			61
Note 2 — Liquidity and Going Concern			62
Note 3 — Summary of Significant Accounting Policies			63
Note 4 — Revenue and Accounts Receivable			70
Note 5 — Fair Value Measurements and Derivative Instruments			72
Note 6 — Financial Statement Details			76
Note 7 — Income Taxes			77
Note 8 — Leases and Geographic Location of ROU Assets			80
Note 9 — Property and Equipment Details and Geographic Location			81
Note 10 — Financial Instruments Existing Prior to the Merger			82
Note 11 — Common Stock , Currently Outstanding Warran ts to Purchase Common Stock, and Earnout Shares			83
Note 12 — Stock Based Compensation			87
Note 13 — Net Loss per Share of Common Stock			90
Note 14 — Segment Reporting			91
Note 15 — Related Party Transaction s and Balances			92
Note 16 — Commitments and Contingencies			94
Note 17 — Subsequent Events			95

(CONTINUED)

Until the consummation of the Business Combination, the Company will use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

As discussed above, the Company consummated the Closing on January 13, 2025. As such, management of Legacy Blaize has determined that due to the incurred recurring losses and negative cash flows incurred and projected, there is a liquidity condition due to working capital restrictions.

On September 9, 2024, BurTech entered into an Advisory Services Engagement Letter with Jefferies to serve as its exclusive capital markets advisor in connection with the contemplated transaction involving Legacy Blaize (i.e., the Business Combination) (the “Jefferies Engagement Letter”), pursuant to which Jefferies would be eligible for a fee of $4,500,000 contingent upon the closing of a Business Combination and for reimbursement of expenses up to $500,000.

On April 7, 2025, Jefferies commenced a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, seeking summary judgment in lieu of complaint. The lawsuit alleges that pursuant to the Jefferies Engagement Letter, Jefferies was entitled to receive a fee of $4,500,000 conditional on the Closing of the Business Combination, with the option for the Company to defer up to $1,000,000 of this fee for up to 12 months post-closing, and $500,000 in reimbursable expenses. Jefferies alleges that as of March 31, 2025, no fees have been paid to Jefferies under the Jefferies Engagement Letter. Jefferies seeks $3,500,000 for its fees, as well as $500,000 in expense reimbursement, as well as pre-and post-judgment interest and attorneys’ fees and legal costs incurred in connection with the lawsuit. Such contingent obligation could require the use of cash or impact the collection of cash in future periods; however, we are unable to accurately predict the timing and estimate the amount of such contingent obligation as of December 31, 2024.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition due to insufficient working capital, described above, raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the consolidated financial statements are issued.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

The Company’s results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including reassurance and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination.

Restricted Cash, Due from Sponsor, and Trust Payable

In accordance with the Trust agreement, the Company is permitted to withdraw funds from the trust account to pay its tax obligations, including income and franchise taxes. During the year ended December 31, 2024, the Company withdrew $664,838 from the trust account for the purposes of settling its current tax liabilities. During the year ended December 31, 2023 the Company identified that $318,888 was erroneously withdrawn from the trust account and used for operating expenses. The sponsor has committed to reimburse the Company for this amount, ensuring that the trust account will be made whole. The amounts due from the sponsor and related payable to the trust account as of December 31, 2024 and 2023 amounted to nil and $318,888, respectively. As of December 31, 2024 and 2023, the balance in restricted cash in the amount of $757,336 and $843,313, respectively, on the accompanying consolidated balance sheets, represents amounts withheld from the trust account available exclusively for payment of current tax liabilities, except for 2024 which includes $40,157 over withdrawn from the Trust Account for taxes.

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

~~Table~~REPORT ofOF ~~Contents~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~BLAIZE~~To ~~HOLDINGS,~~the ~~INC.~~Board ~~(F/K/A~~of ~~BURTECH~~Directors ~~ACQUISITION~~and ~~CORP.)~~Stockholders

~~NOTES~~Blaize TOHoldings, ~~THE CONSOLIDATED FINANCIAL STATEMENTS~~ Inc.

~~(CONTINUED)~~Opinion on the Financial Statements

~~The~~We have audited the accompanying consolidated ~~financial~~balance sheets of Blaize Holdings, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements ~~are~~of ~~presented~~operations, changes in ~~conformity~~stockholders’ ~~with~~equity ~~accounting~~(deficit), ~~principles~~and ~~generally~~cash ~~accepted~~flows for each of the years in the ~~U.S.~~two-year period ended December 31, 2025, and the related notes thereto (collectively referred to as the “~~GAAP~~consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and ~~pursuant~~2024, toand the ~~rules~~results of its operations and ~~regulations~~its cash flows for each of the ~~SEC~~years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~Revision~~Substantial Doubt about the Company’s Ability to ~~Prior~~Continue ~~Financial~~as ~~Statements~~a Going Concern

OnThe ~~December~~accompanying ~~11,~~consolidated ~~2023,~~financial statements have been prepared assuming that the Company ~~converted~~will ~~9,487,495~~continue ~~Class~~as Ba ~~Shares~~going toconcern. ~~Class~~As Amore ~~Shares.~~fully Indescribed ~~prior~~in Note 2 to the consolidated financial statements, itthe ~~was~~Company ~~reflected~~has ~~that~~incurred ~~9,487,500~~recurring ~~were~~operating ~~transferred~~losses ~~from~~and ~~Class~~negative Bcash ~~shares~~flows tofrom ~~Class~~operations, Ahas ~~shares.~~an ~~This~~accumulated ~~revision~~deficit, ~~only~~and ~~impacts~~has ~~the~~historically ~~consolidated~~relied ~~statements~~on ofcash ~~equity~~flows ~~whereas~~from 5financing ~~shares~~activities ~~are~~to ~~shown~~fund asits ~~Class~~operations. BThese ~~Shares~~conditions ~~and~~raise ~~Class~~substantial Adoubt ~~shares~~about ~~are~~its ~~shown~~ability to continue as ~~9,487,495~~a going concern. ~~There~~Management’s plans regarding these matters are noalso ~~other~~described ~~impacts~~in toNote ~~the~~2. ~~Company’s~~The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Principles~~Basis offor ~~Consolidation~~Opinion

~~The~~These ~~accompanying~~ consolidated financial statements ~~include~~are the ~~accounts~~responsibility of the Company’s ~~and~~management. ~~its~~Our ~~wholly~~responsibility ~~owned~~is ~~subsidiary~~to express an opinion on the Company’s consolidated financial statements based on our audits. ~~All~~We ~~significant~~are ~~intercompany~~a ~~balances~~public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and ~~transactions~~are ~~have~~required ~~been~~to ~~eliminated~~be independent with respect to the Company in ~~consolidation~~accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Emerging~~We ~~Growth~~conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~The~~Our ~~Company~~audits isincluded anperforming ~~“emerging~~procedures ~~growth~~to ~~company,”~~assess asthe ~~defined~~risks inof ~~Section~~material ~~2(a)~~misstatement of the ~~Securities~~consolidated ~~Act~~financial statements, aswhether ~~modified~~due byto ~~the~~error ~~Jumpstart~~or ~~Our Business Startups Act of 2012~~fraud, ~~(the “JOBS Act”),~~ and itperforming ~~may~~procedures ~~take advantage of certain exemptions from various reporting requirements~~ that ~~are~~respond ~~applicable~~ to ~~other~~those ~~public~~risks. ~~companies~~Such ~~that~~procedures ~~are~~included ~~not emerging growth companies including~~examining, ~~but~~on ~~not~~a ~~limited~~test tobasis, ~~not~~evidence ~~being~~regarding ~~required~~the toamounts ~~comply~~and ~~with~~disclosures in the ~~independent~~consolidated ~~registered~~financial ~~public~~statements. ~~accounting~~Our ~~firm~~audits ~~attestation~~also ~~requirements~~included ofevaluating ~~Section 404 of~~ the ~~Sarbanes-Oxley~~accounting ~~Act,~~principles ~~reduced~~used ~~disclosure~~and ~~obligations~~significant ~~regarding~~estimates ~~executive~~made ~~compensation~~by inmanagement, ~~its~~as ~~periodic~~well ~~reports~~as ~~and~~evaluating ~~proxy~~the ~~statements,~~overall ~~and~~presentation ~~exemptions~~of ~~from~~ the ~~requirements~~consolidated offinancial ~~holding~~statements. aWe ~~nonbinding~~believe ~~advisory~~that ~~vote~~our onaudits ~~executive~~provide ~~compensation~~a ~~and~~reasonable ~~stockholder~~basis ~~approval~~for ofour ~~any golden parachute payments not previously approved~~opinion.

~~Further,~~We ~~Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that~~ have ~~not~~served had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as ~~an emerging growth company, can adopt~~ the ~~new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the~~ Company’s ~~financial~~auditor ~~statement~~since with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used2023.

~~Use~~/s/ ofUHY ~~Estimates~~LLP

~~The~~Melville, ~~preparation~~New of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.York

~~Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition~~March 24, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.2026

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2024 and 2023, the Company had $1,506 and $0 in cash, respectively, and no cash equivalents. As of December 31, 2024 and 2023, the Company also had $757,336 and $843,313 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved to the payment of taxes.

Investments Held in Trust Account

As of December 31, 2024 and 2023, the Company had $47,558,112 and $71,432,177 (as of December 31, 2023, $24,539,002 of this amount was restricted for redeeming shareholders, which were redeemed in December 2023 and subsequently distributed in January 2024.) respectively, in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~Table~~BLAIZE ofHOLDINGS, ~~Contents~~INC.

~~BLAIZE~~CONSOLIDATED ~~HOLDINGS,~~BALANCE ~~INC. (F/K/A BURTECH ACQUISITION CORP.)~~SHEETS

~~NOTES~~(Amounts TOin ~~THE~~thousands, ~~CONSOLIDATED~~except ~~FINANCIAL~~shares ~~STATEMENTS~~and per share amounts, or unless otherwise noted)

(CONTINUED)


	As of December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	45,781	$	50,237
Accounts receivable, net of allowance for credit losses of $523 and $420, respectively	33,363		—
Accounts receivable - related party, net of allowance for credit losses of $34 and $—, respectively	3,330		—
Inventories, net	10,130		8,561
Prepaid expenses and other current assets	4,003		12,621
Prepaid expenses and other current assets - related parties	—		250
Total current assets	96,607		71,669
Property and equipment, net	1,226		2,081
Deferred income tax assets	2,123		2,157
Operating lease right-of-use assets	1,516		1,773
Other assets	739		815
Total assets	$	102,211	$	78,495
Liabilities and stockholders’ equity (deficit)
Current liabilities
Accounts payable	$	8,339	$	7,904
Accounts payable - related party	180		—
Accrued trade payables	22,838		—
Accrued expenses and other current liabilities	6,700		14,300
Accrued expenses - related party	331		—
Operating lease liabilities - current	644		578
Working capital loan - related party	1,500		—
Advances from related party	2,857		—
Legacy Blaize convertible notes and warrants	—		163,340
Total current liabilities	43,389		186,122
Operating lease liabilities	804		1,166
Other earnout shares	6,745		—
Other earnout shares - related party	2,184		—
Polar warrants	8,813		—
Other liabilities	1,276		1,670
Total liabilities	63,211		188,958
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock - $0.0001 par value; 600,000,000 and 136,562,809 shares authorized as of December 31, 2025 and 2024, respectively, and 122,043,966 and 48,376,052 shares issued and outstanding as of December 31, 2025 and 2024, respectively	12		5
Additional paid-in capital	675,143		318,783
Accumulated deficit	(636,155)		(429,251)
Total stockholders’ equity (deficit)	39,000		(110,463)
Total liabilities and stockholders’ equity (deficit)	$	102,211	$	78,495

~~Common~~The ~~Stock~~accompanying ~~Subject~~notes toare ~~Possible~~an ~~Redemption~~integral part of these consolidated financial statements.

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2024 and 2023, 4,104,543 and 4,345,663 Class A common stock subject to possible redemption, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $16,919,619 as a result of the IPO (consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred underwriting fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467 of other offering costs).

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2024 and 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to income taxes and unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of December 31, 2024 and 2023. During the year ended December 31, 2024, the Company’s provision for income taxes included $41,498 for interest and penalties. The $41,498 is included in income taxes payable on the Company’s balance sheets as of December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the U.S. as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company’s effective tax rate was (14.4)% and 43.4% for the year ended December 31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% due to the valuation allowance on the deferred tax assets and the deductibility of penalties on tax obligations and merger and acquisition costs.

Net Income (Loss) Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted (losses) earnings per share for the year ended December 31, 2024 and 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock for the periods.

~~Table~~BLAIZE ofHOLDINGS, ~~Contents~~INC.

~~BLAIZE~~CONSOLIDATED ~~HOLDINGS,~~STATEMENTS ~~INC.~~OF ~~(F/K/A BURTECH ACQUISITION CORP.)~~OPERATIONS

~~NOTES~~(Amounts TOin ~~THE~~thousands, ~~CONSOLIDATED~~except ~~FINANCIAL~~shares ~~STATEMENTS~~and per share amounts)

(CONTINUED)



	For the Year Ended December 31,
	2025		2024
Revenue
Products:
Hardware revenue	$	35,354	$	29
Software revenue	300		—
Hardware revenue - related party	2,499		—
Software revenue - related party	479		—
Services:
Strategic consulting services revenue - related party	—		1,525
Total revenue	38,632		1,554
Cost of revenue	32,438		579
Gross profit	6,194		975
Operating expenses
Research and development	42,523		25,094
Selling, general and administrative	53,501		22,228
Selling, general and administrative - related party	773		185
Depreciation	1,195		886
Transaction costs	12,043		217
Total operating expenses	110,035		48,610
Loss from operations	(103,841)		(47,635)
Other expense, net
Change in fair value of Legacy Blaize convertible notes and warrants	(226,048)		(15,723)
Change in fair value of other earnout shares	117,113		—
Change in fair value of Polar warrants	4,125		—
Change in fair value of committed equity facility, net	1,210		—
Change in fair value of unissued shares of common stock	(238)		—
Other, net	992		1,211
Total other expense, net	(102,846)		(14,512)
Loss before income taxes	(206,687)		(62,147)
Provision for (benefit from) income taxes	217		(952)
Net loss	$	(206,904)	$	(61,195)
Net loss per share - basic and diluted	$	(1.98)	$	(3.50)
Weighted average shares outstanding - basic and diluted	104,275,265		17,476,105

The ~~table~~accompanying ~~below~~notes ~~presents~~are aan ~~reconciliation~~integral part of ~~the~~these ~~numerator~~consolidated ~~and~~financial ~~denominator used to compute basic and diluted net (loss) income per share for each class of common stock:~~statements.

	Year Ended December 31,
	2024									2023
	Class A						Class B			Class A				Class B
	Redeemable			Non-Redeemable			Non-Redeemable			Redeemable		Non-Redeemable		Non-Redeemable
	common stock			common stock			common stock			common stock		common stock		common stock
Numerator:
Allocation of net income	$	(1,176,526	)	$	(2,937,005	)	$	(1	)	$	660,301	$	112,586	$	566,255
Denominator:
Weighted-average shares outstanding (1)		4,333,146			10,816,995			5			10,578,271		1,803,670		9,071,610
Basic and diluted net income per share	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	0.06	$	0.06	$	0.06

Weighted-average shares outstanding includes common stock subject to redemption.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. As of December 31, 2024 and 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets, primarily due to its short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Derivative Liabilities – Backstop Subscription Agreement

The Company accounts for its Backstop Subscription Agreement (see Note 6) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the Backstop Subscription Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the Backstop Subscription Agreement as a liability at its fair value and adjusts the Backstop Subscription Agreement to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Backstop Subscription Agreement is valued using a Probability Weighted Expected Return Method (“PWERM”).

Fair Value of Derivative Liability – Non-Redemption Agreement

The Company accounts for its Non-Redemption Agreement (see Note 6) in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the Non-Redemption Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the Non-Redemption Agreement as a liability at its fair value and adjusts the Non-Redemption Agreement to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Non-Redemption Agreement is valued using a Monte Carlo model.

~~Table~~BLAIZE ofHOLDINGS, ~~Contents~~INC.

~~BLAIZE~~CONSOLIDATED ~~HOLDINGS,~~STATEMENTS ~~INC.~~OF ~~(F/K/A~~STOCKHOLDERS' ~~BURTECH~~EQUITY ~~ACQUISITION CORP.~~(DEFICIT)

~~NOTES~~(Amounts TOin ~~THE~~thousands, ~~CONSOLIDATED~~except ~~FINANCIAL STATEMENTS~~ shares)

(CONTINUED)


	Redeemable Convertible Preferred Stock			Common Stock Subject to Possible Redemption			Stockholders’ Equity (Deficit)
							Common Stock			Treasury Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Balance as of January 1, 2024	34,712,525	$	173,347	—	$	—	13,613,269	$	—	96,887	$	—	$	141,496	$	(368,056)	$	(226,560)
Retroactive application of recapitalization	(34,712,525)	(173,347)		—	—		34,712,525	5		(96,887)	—		173,342		—		173,347
Adjusted balance - January 1, 2024	—	—		—	—		48,325,794	5		—	—		314,838		(368,056)		(53,213)
Exercise of stock options	—	—		—	—		50,258	—		—	—		98		—		98
Stock-based compensation	—	—		—	—		—	—		—	—		3,847		—		3,847
Net loss	—	—		—	—		—	—		—	—				(61,195)		(61,195)
Balance as of December 31, 2024	—	—		—	—		48,376,052	5		—	—		318,783		(429,251)		(110,463)
Conversion of Legacy Blaize convertible notes	—	—		—	—		31,433,259	3		—	—		314,331		—		314,334
Net exercise of Legacy Blaize warrants	—	—		—	—		7,505,657	1		—	—		75,056		—		75,057
Merger and PIPE financing	—	—		2,854,242	33,061		11,408,957	1		—	—		(126,165)		—		(126,164)
Payment on shareholder note receivable	—	—		—	—		—	—		—	—		200		—		200
Issuance of common stock to advisors	—	—		—	—		873,486	—		—	—		2,788		—		2,788
Issuance of common stock warrants to advisor	—	—		—	—		—	—		—	—		167		—		167
Increase in redemption value	—	—		—	603		—	—		—	—		—		—		—
Redemption of common stock subject to possible redemption	—	—		(2,800,489)	(33,157)		—	—		—	—		—		—		—
Lapse of redemption	—	—		(53,753)	(507)		53,706	—		—	—		490		—		490
Exercises of stock options	—	—		—	—		562,446	—		—	—		345		—		345
Releases of restricted stock units	—	—		—	—		3,961,729	1		—	—		—		—		1
Common stock issued under the committed equity facility	—	—		—	—		8,410,321	1		—	—		32,831		—		32,832
Committed equity facility fee settled in common stock	—	—		—	—		83,353	—		—	—		243		—		243
Issuance of common stock to Polar	—	—		—	—		9,375,000	—		—	—		15,868		—		15,868
Excise tax reversal	—	—		—	—		—	—		—	—		2,660		—		2,660
Stock-based compensation	—	—		—	—		—	—		—	—		37,546		—		37,546
Net loss	—	—		—	—		—	—		—	—		—		(206,904)		(206,904)
Balance as of December 31, 2025	—	$	—	—	$	—	122,043,966	$	12	—	$	—	$	675,143	$	(636,155)	$	39,000

~~Warrant~~The ~~Classification~~accompanying notes are an integral part of these consolidated financial statements.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 as required for the year ended December 31, 2024. The adoption requires the Company to provide additional disclosures, but otherwise it does not materially impact its consolidated financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on its consolidated financial statement.

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

On December 15, 2021, the Company consummated its IPO of 28,750,000 Units, including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of the over-allotment, at a purchase price of $10.00 per Unit. Each Unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment.

All of the 28,750,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity is the allocated proceeds based on the guidance in ASC 470-20.

~~Table~~BLAIZE ofHOLDINGS, ~~Contents~~INC.

~~BLAIZE~~CONSOLIDATED ~~HOLDINGS,~~STATEMENTS ~~INC.~~OF ~~(F/K/A~~CASH ~~BURTECH ACQUISITION CORP.)~~FLOWS

~~NOTES~~(Amounts TOin ~~THE CONSOLIDATED FINANCIAL STATEMENTS~~ thousands)

(CONTINUED)


	For the Year Ended December 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(206,904)	$	(61,195)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,195		886
Noncash lease expense	688		649
Debt financing charge on Legacy Blaize convertible notes	—		464
Stock-based compensation	37,546		3,847
Non-cash financing expense related to issuance of common stock	2,767		—
Non-cash financing expense related to issuance of warrants	1,073		—
Allowance for credit losses	557		420
Deferred income taxes	(368)		(1,124)
Change in fair value of Legacy Blaize convertible notes and warrants	226,048		15,723
Change in fair value of Polar warrants	(4,125)		—
Change in fair value of other earnout shares	(117,113)		—
Change in fair value of unissued shares of common stock	238		—
Change in fair value of committed equity facility, net	(1,210)		—
Changes in operating assets and liabilities:
Accounts receivable, net	(33,865)		(464)
Accounts receivable, net - related party	(3,330)		467
Inventories, net	(1,569)		(2,039)
Prepaid expenses and other current assets	10,116		(21,615)
Prepaid expenses and other current assets - related party	250		—
Accounts payable and accrued expenses	(8,007)		10,663
Accounts payable and accrued expenses - related party	511		—
Accrued trade payables	22,838		—
Operating lease liabilities	(727)

Filing Compare · Blaize Holdings, Inc.