What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-14 · 346 added, 228 removed, 742 unchanged (44% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31,

As of June 30,

As of December 31,

4 unchanged sentences

Accounts receivable, net

Accounts receivable - related party, net (Note 15)

Prepaid expenses and other current assets

3 unchanged sentences

Operating lease right-of-use assets

Liabilities, common stock subject to possible redemption, and stockholders' equity (deficit)

Liabilities and stockholders' deficit

Current liabilities:

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Commitments and contingencies (Note 14)

Common stock subject to possible redemption, 2,854,242 and zero outstanding at a redemption value of approximately $ 33,061 and $ 0 as of March 31, 2025 and December 31, 2024, respectively

Stockholders' equity (deficit):

Stockholders' deficit:

Common stock - $ 0.0001 par value;

600,000,000 and 136,562,809 shares authorized as of March 31, 2025 and December 31, 2024, respectively;

98,818,874 and 48,376,052 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

600,000,000 and 136,562,809 shares authorized as of June 30, 2025 and December 31, 2024, respectively, 98,881,933 and 48,376,052 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

Total stockholders' equity (deficit)

Total liabilities, common stock subject to redemption, and stockholders' equity (deficit)

Total stockholders' deficit

Total liabilities and stockholders' deficit

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands, except shares and per share amounts)

Hardware revenue

Software revenue

Hardware revenue - related party (Note 15)

Software revenue - related party (Note 15)

Engineering services revenue - related party (Note 15)

9 unchanged sentences

Other expense, net

Debt financing charge on convertible notes

Loss on foreign exchange transactions

2 unchanged sentences

Change in fair value of earnout share liabilities

Change in fair value of unissued shares

Total other expense, net

5 unchanged sentences

BLAIZE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Redeemable Convertible

8 unchanged sentences

Paid-in Capital

Equity (Deficit)

Balance as of December 31, 2024

7 unchanged sentences

Issuance of common stock warrants

Increase in redemption value

Redemption of common stock subject to possible redemption

Lapse of redemption

Stock-based compensation

Balance as of March 31, 2025

Balance as of June 30, 2025

Redeemable Convertible

11 unchanged sentences

Adjusted balance - beginning of period

Exercise of stock options

Stock-based compensation

Balance as of June 30, 2024

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

BLAIZE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THREE MONTHS ENDED JUNE 30, 2025 AND 2024

Redeemable Convertible

Common Stock Subject

Stockholder's Equity/(Deficit)

Preferred Stock

to Possible Redemption

Treasury Stock

Shareholder Note

Total Stockholders

(Amounts in thousands, except shares)

Paid-in Capital

Balance as of March 31, 2025

Issuance of common stock to advisors

Increase in redemption value

Redemption of common stock subject to possible redemption

Lapse of redemption

Stock-based compensation

Balance as of June 30, 2025

Redeemable Convertible

Common Stock Subject

Stockholder's Deficit

Preferred Stock

to Possible Redemption

Treasury Stock

Shareholder Note

Total Stockholders'

(Amounts in thousands, except shares)

Paid-in Capital

Balance as of March 31, 2024

Retroactive application of recapitalization

Adjusted balance - beginning of period

Exercise of stock options

Stock-based compensation

Balance as of June 30, 2024

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(Amounts in thousands)

3 unchanged sentences

Noncash lease expense

Debt financing charge on convertible notes

Stock-based compensation

1 unchanged sentence

Deferred income taxes

Change in fair value of unissued shares

Change in fair value of earnout share liabilities

3 unchanged sentences

Accounts receivable, net

Accounts receivable - related party

Accounts receivable - related party, net

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

Advances from related party

Operating lease liabilities

10 unchanged sentences

Payment of deferred offering costs

Repayment of advances to related party

Repayment of short term demand notes

Proceeds from exercise of stock options

Proceeds from convertible notes

9 unchanged sentences

Cash paid for income taxes

Cash paid for interest

Supplemental non-cash disclosures:

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Issuance of common stock for shareholder note receivable

Redemption of common shares with cash held in escrow

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

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Blaize Holdings, Inc.

(together with its subsidiaries, the "Company,” “Blaize,” “we,” “our,” “us,” or the “registrant,”) is headquartered in El Dorado Hills, California, and consists of four separate operating entities:

(United States of America), Blaize New Computing Technologies India Private Limited (India), Blaize Technologies Philippines, Inc.

(Philippines) and Blaize U.K.

(together with its subsidiaries, the “Company,” “Blaize,” “we,” “our,” “us,” or the “registrant,”) is headquartered in El Dorado Hills, California, and consists of three separate operating entities:

(United States of America), Blaize New Computing Technologies India Private Limited (India), and Blaize U.K.

LTD (England).

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In November 2023, Blaize entered into a Memorandum of Understanding with a United Arab Emirates (“UAE”) based third-party investment entity to establish a cooperative framework for both entities to discuss and explore commercial and technical collaboration in the UAE.

The collaboration is intended to be operationalized through a newly created entity, Blaize Artificial Intelligence Middle East, LLC, in which the Company has a 35 % ownership in the entity.

As of March 31, 2025, there has not been an operating agreement executed between the Company and the holder of the 65 % interest that would make us the primary beneficiary of this new legal entity.

The collaboration is intended to be operationalized through a newly created entity, Blaize Artificial Intelligence Middle East, L LC, in which the Company has 35 % ownership.

As of June 30, 2025, there has not been an operating agreement executed between the Company and the holder of the 65 % interest that would make us the primary beneficiary of this new legal entity.

The newly established entity has incurred insignificant expenses since its incorporation.

As of June 30, 2025 , the Company no longer plans to move forward with the collaboration and intends to dissolve the relationship.

In the first quarter of 2025, the U.S.

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(“Legacy Blaize”), and for the limited purposes set forth therein, Burkhan Capital LLC (“Burkhan”), a Delaware limited liability company and an affiliate of BurTech.

On the Closing Date, Merger Sub merged with and into Legacy Blaize, with Legacy Blaize, surviving the Merger as a wholly owned subsidiary of the Company.

On the Closing Date, Merger Sub merged with and into Legacy Blaize, with Legacy Blaize, surviving the Merger as a wholly owned subsidiary of the Company (together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).

Concurrent with the Merger, BurTech was renamed Blaize Holdings, Inc.

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Accounting for the Merger

The Merger is accounted for as a reverse recapitalization, with BurTech being treated as the acquired company and Legacy Blaize was treated as the acquirer for financial reporting purposes.

The Merger is accounted for as a reverse recapitalization, with BurTech treated as the acquired company and Legacy Blaize treated as the acquirer for financial reporting purposes.

This accounting treatment is equivalent to Legacy Blaize issuing stock for the net assets of BurTech, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded.

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Prior to the Merger, BurTech LP, LLC was the sponsor (the “Sponsor”, “BurTech LP”) of BurTech and with the close of the Merger, BurTech LP and its affiliated entities have remained a significant shareholder in Blaize.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Emerging Growth Company Status

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The Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but 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 the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

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These condensed 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.

Since the inception of the Company and through March 31, 2025, the Company has funded its operations primarily with cash flows from contributions from founders or other investors and other financing activities.

The Company has incurred recurring losses and negative cash flows since its inception, including net losses of $ 147.8 million and $ 16.7 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company had cash and cash equivalents of approximately $ 45.0 million, and an accumulated deficit of $ 577.0 million.

Since the inception of the Company and through June 30, 2025, the Company has funded its operations primarily with cash flows from contributions from founders or other investors and other financing activities.

The Company has incurred recurring losses and negative cash flows since its inception, including net losses of $ 177.4 million and $ 28.9 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had cash and cash equivalents of approximately $ 28.6 million, and an accumulated deficit of $ 606.6 million.

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 its revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts.

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Securities and Exchange Commission (“SEC”) on April 15, 2025, which provides a more complete discussion of the Company’s accounting policies and certain other information.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Use of Estimates

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As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents in the condensed consolidated financial statements.

The Company considers all highly liquid investments with an original maturity of 90 day s or less to be cash equivalents in the condensed consolidated financial statements.

The Company’s cash equivalents are primarily comprised of U.S.

Government treasury securities, mutual funds, and money market funds.

The Company has cash deposits in a financial institution that, at times, may be in excess of Federal Deposit Insurance Corporation insurance limits.

Th e Company has cash deposits in a financial institution that, at times, may be in excess of Federal Deposit Insurance Corporation insurance limits.

The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

As of March 31, 2025 and December 31, 2024, the Company had cash and cash equivalents balances, inclusive of funds held in escrow, in excess of domestic and intern ational insurance limits of approximately $ 71.9 million and $ 49.3 million, respectively.

As of March 31, 2025 , the Company held $ 30.9 million in U.S.

Government treasury securities, $ 5.3 million in U.S.

Government money market funds, and $ 5.1 million in mutual funds, while as of December 31, 2024 , the Company held $ 30.6 million in U.S.

As of June 30, 2025 and December 31, 2024, the Company had cash and c ash equivalents balances, inclusive of funds held in escrow, in excess of domestic and international insurance limits of approximately $ 27.9 million and $ 49.3 million, respectively.

As of June 30, 2025 , the Company held $ 23.3 million in mutual funds and less than $ 0.1 million in U.S.

Government money market funds, while as of December 31, 2024 , the Company held $ 30.6 million in U.S.

Government treasury securities, $ 9.2 million in U.S.

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Restricted cash represents cash balances held as security deposits related to international payment services.

As of March 31, 2025 and December 31, 2024 , restricted cash of $ 0.3 million was included within other assets on the condensed consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, restricted cash of $ 0.3 m illion was included within other assets on the condensed consolidated balance sheets.

Funds Held in Escrow

As of March 31, 2025 , the Company held $ 33.4 million of cash in an interest-earning escrow account pursuant to certain non-redemption agreements entered into with several unaffiliated stockholders of the Company, whereby amounts are required to be held in a separate account at the Closing of the Merger and held until such time that certain non-redeemed shares are either sold in the open market and/or put to the Company.

As of June 30, 2025, the Company h eld $ 0.5 mill ion of cash in an interest-earning escrow account pursuant to certain non-redemption agreements entered into with several unaffiliated stockholders of the Company, whereby amounts are required to be held in a separate account at the Closing of the Merger and held until such time that certain non-redeemed shares are either sold in the open market and/or put to the Company.

The funds in escrow approximate $ 11.57 per non-re deemed share (see Note 3).

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Account balances are charged off against the allowance afte r all means of collection have been exhausted and the potential for recovery is considered remote.

The allowance for credit losses was $ 0.4 million a s of March 31, 2025 and December 31, 2024 .

The allowance for credit losses was $ 0.4 million a s of June 30, 2025 and December 31, 2024 .

Inventories consist of raw materials, work in process inventories, and finished goods.

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Any write-downs of inventories are reflected as part of cost of revenue in the condensed consolidated statements of operations.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Deferred Offering Costs

Deferred offering costs consist of direct incremental legal, consulting and banking fees primarily relating to the Merger (see Note 3).

The capitalized costs were fully expensed upon the consummation of the Merger within transaction costs on the condensed consolidated statement of operations during the three months ended March 31, 2025.

As of December 31, 2024 , there were $ 11.1 million of capitalized deferred offering costs included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

The capitalized costs were fully expensed upon the consummation of the Merger within transaction costs on the condensed consolidated statement of operations during the six months ended June 30, 2025.

As of June 30, 2025 and December 31, 2024 , there were $ 0.4 million and $ 11.1 million, respectively, of capitalized deferred offering costs included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Impairment of Long-Lived Asse ts

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If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

For the three months ended March 31, 2025 and 2024 , the Company did no t recognize any impairment expense related to its long-lived assets.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

For the three and six months ended June 30, 2025 and 2024 , the Company did no t recognize any impairment expense related to its long-lived assets.

Embedded Derivative Evaluation

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At initial recognition, the warrants were recorded at their estimated fair value calculated using the Black-Scholes-Merton (“Black-Scholes”) option pricing model (see Note 9).

The liability associated with these warrants were subject to fair value remeasurement at each balance sheet date, with changes in fair value recorded as change in the fair value of warrant liabilities on the condensed consolidated statements of operations.

The liability associated with these warrants was subject to fair value remeasurement at each balance sheet date, with changes in fair value recorded in change in the fair value of warrant liabilities on the condensed consolidated statements of operations.

The warrants were remeasured just prior to the date of the Merger and, upon the consummation of the Merger, the warrant liabilities were fully converted into shares of common stock .

Earnout Shares

In connection with the Merger, Legacy Blaize shareholders and outstanding equity award holders (including stock options and RSUs) are entitled to receive up to 15,000,000 shares of the Company’s Class A common stock (the “Earnout Shares”) (see Note 3).

Earnout Shares issued to eligible Legacy Blaize equity holders (including holders of stock options and restricted stock units (“RSUs”)) are considered a compensatory award and are accounted for under ASC 718, Share-Based Compensation .

In connection with the Merger, Legacy Blaize shareholders and outstanding equity award holders (including holders of stock options and restricted stock units (“RSUs”) are entitled to receive up to 15,000,000 shares of the Company’s Class A common stock (the “Earnout Shares”) (see Note 3).

Earnout Shares issued to eligible Legacy Blaize equity holders are considered a compensatory award and are accounted for under ASC 718, Share-Based Compensation .

Further these awards have been determined to be equity classified and accordingly will not be remeasured at each reporting date.

The Earnout Shares issued to Burkhan and all other equity holders not within the scope of ASC 718 in connection with consummation of the Merger, were evaluated by management under ASC 480, Distinguishing Liabilities from Equity (see Note 3).

Burkhan has the right to receive up to an aggregate amount of 2,600,000 shares of Blaize common stock.

Earnout Shares issued to Burkhan and all other equity holders not within the scope of ASC 718 in connection with consummation of the Merger, were evaluated by management under ASC 480, Distinguishing Liabilities from Equity (see Note 3).

The Company determined that the Earnout Shares are freestanding and not liability classified under ASC 480.

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The liability for such Earnout Shares will be remeasured at each reporting date with changes in the fair value recorded to earnings on the condensed consolidated statements of operations.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Legacy Blaize Redeemable Convertible Preferred Stock

Prior to the consummation of the Merger, the Company had (i) Series Seed Shadow Preferred Stock, (ii) Series A Shadow Preferred Stock, (iii) Shadow B Shadow Preferred Stock, (iv) Series C Shadow Preferred Stock, (v) Series D Shadow Preferred Stock, (vi) Series D Exchange Shadow Preferred Stock, (vii) Series D-1 Shadow Preferred Stock, (viii) Series D-1 Exchange Shadow Preferred Stock, and (ix) Series D-2 Shadow Preferred Stock, all outstanding.

Prior to the consummation of the Merger, the Company had (i) Series Seed Shadow Preferred Stock, (ii) Series A Shadow Preferred Stock, (iii) Series B Shadow Preferred Stock, (iv) Series C Shadow Preferred Stock, (v) Series D Shadow Preferred Stock, (vi) Series D Exchange Shadow Preferred Stock, (vii) Series D-1 Shadow Preferred Stock, (viii) Series D-1 Exchange Shadow Preferred Stock, and (ix) Series D-2 Shadow Preferred Stock, all outstanding.

The Company’s redeemable convertible preferred stock had been classified outside of stockholders’ equity (deficit), as mezzanine equity, due to the redemption option of the preferred stock shareholders.

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Upon the consummation of the Merger, all shares of redeemable convertible preferred stock outstanding were converted into shares of common stock (see Note 3).

All shares of redeemable convertible preferred stock which were converted into shares of common stock were retroactively adjusted using the exchange ratio and reclassified into permanent equity as a result of the Merger.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

All shares of redeemable convertible preferred stock that were converted into shares of common stock were retroactively adjusted using the exchange ratio and reclassified into permanent equity as a result of the Merger.

Common Stock Subject to Possible Redemption

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Certain common stock is held in escrow pursuant to Non-Redemption Agreements and feature certain redemption rights that are considered to be outside of the Company’s control and within the control of the holders (see Note 3).

Accordingly, as of March 31, 2025, 2,854,242 share s of common stock are subject to possible redemption, and have been presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the condensed consolidated balance sheet.

In June 2025, the Company redeemed 2,800,489 shares of common stock.

As of June 30, 202 5, no shares of common stock are subject to possible redemption.

The Company recogni zes changes in redemption value as they occur by adjusting the carrying value of common stock subject to possible redemption to equal the redemption value as of the end of each reporting period.

Changes in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.

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 ASC 480 and ASC 815, Derivatives and Hedging.

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The Company analyzed the warrants issued in BurTech's Initial Public Offering (“Public Warrants”), warrants included in the Private Placement Units (the “Private Warrants”), and warrants issued to advisor for services (the “Common Stock 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.

As of March 31, 2025, the Company's outstanding public warrants and private warrants met all the requirements for equity classification under ASC 815 and therefore were classified as equity.

As of June 30, 2025 , the Company's outstanding public warrants and private warrants met all the requirements for equity classification under ASC 815 and therefore were classified as equity.

As of December 31, 2024, Legacy Blaize warrants were classified as liabilities, as described above.

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The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, and financial information pertaining to the customer.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Identify the performance obligations in the contract.

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Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (“SSP”).

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

Recognize revenue when the company satisfies a performance obligation.

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The Company generates all its revenue from contracts with customers.

Revenue from hardware sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration the Company expects to receive in exchange for the hardware.

Revenue from hardware product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration the Company expects to receive in exchange for the hardware.

The Company offers unspecified upgrades and support on certain products, however, the related revenue has historically not been material.

The Company’s license and development arrangements entail revenue from the licensing of its intellectual property (“IP”) and also include nonrecurring engineering development services to configure the Company’s IP and hardware to a customer’s needs.

Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer.

Revenue from distinct on-premises licenses is recognized up-front at the point in time when the software is made available to the customer.

The Company’s license and development arrangements entail revenue from the licensing of its intellectual property (“IP”) and also include revenue from nonrecurring engineering development services to configure the Company’s IP and hardware to a customer’s needs.

For each contract, the Company considers the promise to deliver a license that grants the customer the right to use the IP, as well as any professional services provided under the contract, as distinct performance obligations.

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The following table is a rollforward of contract liabilities, which are included in accrued expenses and other current liabilities and other liabilities:

Contract Liabilities

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Balance as of January 1

Balance as of beginning of period

Additions to deferred revenue (1)

Deferred revenue recognized

Balance as of March 31

Balance as of end of period

(1) Additions to deferred revenue during the three and six months ended June 30, 2025 are from related parties (see Note 15).

The Company defers incremental costs of obtaining a customer contract and amortizes the deferred costs over the period that the related revenue is recognized.

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Accordingly, these fees are reflected in revenue and the related fulfillment costs are accrued as cost of revenue as the related fulfillment costs incurred.

The Company offers a standard assurance-type warranty to customers for hardware sales.

The Company offers a standard assurance-type warranty to customers for hardware product sales.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

The Company is subject to income taxes in the U.S.

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The Company includes interest expense and penalties related to its uncertain tax positions in the provision for income taxes.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

Stock-Based Compensation

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The fair value of RSUs is determined based on the Company’s estimated fair value of common stock at the date of grant.

Due to the Merger that occurred during the three months ended March 31, 2025, the Company recorded cumulative stock-based compensation using the accelerated attribution method for those RSUs for which the service condition has been satisfied prior to the Merger, and will record the remaining unrecognized stock-based compensation over the remainder of the requisite service period (see Note 13).

The Company did not record any stock-based compensation expense associated with the RSUs during the three months ended March 31, 2024, as a liquidity event had not occurred during that period.

Due to the Merger that occurred during the six months ended June 30, 2025, the Company recorded cumulative stock-based compensation using the accelerated attribution method for those RSUs for which the service condition was satisfied prior to the Merger, and will record the remaining unrecognized stock-based compensation over the remainder of the requisite service period (see Note 13).

Forfeitures are recognized as they occur.

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The carrying amounts of cash, funds held in escrow, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued loss on purchase commitments, working capital loans, and accrued expenses and other liabilities approximate their fair values due to their short-term maturities.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Foreign Currency

The Company’s reporting and functional currency is the United Stated dollar (“USD”).

The local currencies of its foreign subsidiaries are the Indian rupee, British pound, or Philippine peso, however, the functional currency of its foreign subsidiaries is also the USD.

The Company’s reporting and functional currency is the United States dollar (“USD”).

The local currencies of its foreign subsidiaries are the Indian rupee and British pound, however, the functional currency of its foreign subsidiaries is also the USD.

Monetary assets and liabilities denominated in currencies other than USD are remeasured into USD at current exchange rates and nonmonetary assets and liabilities are measured at historical exchange rates.

Revenues, cost of revenues, and operating expenses are remeasured at the average exchange rates in effect during each reporting period.

The resulting transaction gains or losses are recognized in other income (expense), net, in the condensed consolidated statements of operations.

During the three months ended March 31, 2025 and 2024 , foreign currency transaction gains and losses were immaterial.

The resulting transaction gains or losses are recognized in other, net, in the condensed consolidated statements of operations.

During the three and six months ended June 30, 2025 and 2024 , foreign currency transaction gains and losses were immaterial.

Concentration of Credit Risk

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The Company manages its accounts receivable credit risk through ongoing credit evaluation of its customers' financial conditions.

As of March 31, 2025 , one customer accounted for approximately 95 % of the Company's accounts receivable.

As of June 30, 2025, two customers, one a related party (see Note 15), accounted for approximately 58 % and 30 % o f the Company's accounts receivable.

As of December 31, 2024, one customer accounted for approximately 98 % of the Company’s accounts receivable.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue.

For the three months ended March 31, 2025 , one customer accounted for approximately 95 % of the Company’s revenue.

For the three months ended March 31, 2024 , two customers, both related parties, accounted for approximately 61 % and 39 % of the Company’s revenue (see Note 15).

The following table presents the Company's significant customers:

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Customer A (See Note 15)

Customer B (See Note 15)

Customer C (See Note 15)

* Defined as less than 10% for the period

Net Loss Per Share

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Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period, without consideration of potentially dilutive securities.

Shares used in the calculation of basic net loss per common share includes vested but unissued shares underlying awards of restricted common stock and unissued shares of common stock that the Company is contractually obligated to issue.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common stock and potentially dilutive securities outstanding for the period.

For purposes of this calculation, stock options and warrants have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented.

As the Merger has been accounted for as a reverse recapitalization, net loss per share was also retroactively adjusted for periods ended prior to the Merger.

As the Merger has been accounted for as a reverse recapitalization, net loss per share was also retroactively adjusted for periods ended prior to the Merger and as such, the Company's only participating securities for the three and six months ended June 30, 2025 and 2024 are shares of the Company's common stock.

Segment Reporting

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The Company’s Chief Executive Officer is the CODM, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Recent Accounting Pronouncements

7 unchanged sentences

This ASU enhances the transparency and decision usefulness of income tax disclosures.

The Company is currently evaluating the impact that the adoption of this ASU will have on the condensed consolidated financial statements.

This guidance is effective for Blaize for the annual period ended December 31, 2025.

The Company is currently evaluating the impact that the adoption of this ASU will have on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20):

14 unchanged sentences

Under this method of accounting, BurTech was treated as the acquired company for financial accounting and reporting purposes under U.S.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

Upon the consummation of the Merger, each share of Legacy Blaize common stock issued and outstanding was canceled and converted into the right to receive approximately 0.78 shares (the “Exchange Ratio”) of common stock of BurTech.

8 unchanged sentences

Such shares that were outstanding immediately prior to the Merger became shares of common stock.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Shareholder Note Receivable

9 unchanged sentences

The Sponsor, and not the Company, is contractually obligated for the $ 1.50 per share above the $ 11.57 held in cash escrow as it relates to the put option.

Accordingly, the Company did not recognize a non-redemption liability as of the Closing Date or March 31, 2025.

The following table reconciles the elements of the Merger to the condensed consolidated statement of cash flows and the condensed consolidated statement of stockholders’ equity (deficit) for the three months ended March 31, 2025:

Accordingly, the Co mpany did not recognize a non-redemption liability as of the Closing Date or June 30, 2025.

(Amounts in thousands)

7 unchanged sentences

Total Merger and PIPE financing

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

The number of shares of common stock outstanding immediately following the consummation of the Merger:

18 unchanged sentences

Common Stock immediately after the Merger

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Earnout Arrangement with holders of Legacy Blaize Common Stock and outstanding equity awards

5 unchanged sentences

• If the Company's common stock price is greater than or equal to $ 20.00 per share, an additional 3,750,000 Earnout Shares will be issued

Company employees entitled to receive Earnout Shares with respect to Blaize options and RSUs, must provide service through the date the target is achieved and if an employee departs, the Earnout Shares are reallocated to the remaining pool of recipients who received the right to the Earnout Shares on the Closing Date.

The estimated fair value of the Earnout Shares subject to ASC 718 was $ 82.9 million, assuming the service conditions were met and assuming no forfeitures.

The vested amounts of $ 3.5 million for the three months ended March 31, 2025 were recorded as stock-based compensation expense as it was probable the market condition would be met.

There were 37,090 shares forfeited during the three months ended March 31, 2025, which have been reallocated to the remaining employees.

Company employees entitled to receive Earnout Shares with respect to Blaize options and RSUs (“Employee Earnout Shares”) must provide service through the date the target is achieved and if an employee departs, the forfeited Employee Earnout Shares are reallocated to Legacy Blaize shareholders and the remaining pool equity award holders who received the right to the Earnout Shares on the Closing Date.

The reallocated shares are considered a forfeiture of the original award and grant of a new award.

The new awards have been remeasured upon grant and have an estimated fair value of $ 33 thousand.

The estimated fair value of the Earnout Shares subject to ASC 718 was $ 82.9 million, assuming the service conditions are met and assuming no forfeitures.

Each Triggering Event, as defined, is considered a market condition.

2 unchanged sentences

Under this guidance, the award is measured at fair value at the grant (or issue) date using the Monte Carlo simulation model and expense is recognized over the derived service period of 5 years.

Additionally, Burkhan has the right to receive up to an aggregate amount of 2,600,000 shares of Blaize Class A Common Stock, 650,000 following the occurrence of each triggering event stated above (the “Burkhan Earnout Shares”).

The fair value of the Burkhan Earnout Shares are also valued using the Monte Carlo simulation model.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

During the three and six months ended June 30, 2025 , the Company recorded $ 4.1 million and $ 7.6 million, respectively, in stock-based compensation expense related to the Employee Earnout Shares.

During the three and six months ended June 30, 2025 , 18,399 and 55,489 employee earnout shares, respectively, were forfeited due to employee terminations.

As of June 30, 2025, there was approximat ely $ 74.6 mi llion of total unrecognized compensation cost related to the Employee Earnout Shares.

Disaggregation of Revenue

The following table presents the Company’s revenue information by customer geographical region:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

United States

North America

Total revenue

The following provides a disaggregation of revenue based on the method of revenue recognition:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

2 unchanged sentences

Total revenue

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Fair Value Measurements

The table below presents the Company's financial assets and liabilities measured at fair value on a recurring basis aggregated by the level in the fair value hierarchy :

As of March 31, 2025

As of June 30, 2025

(Amounts in thousands)

Government treasury securities

Government money market funds

Total assets, measured at fair value

Unissued common stock liability

Earnout share liabilities

5 unchanged sentences

Total assets, measured at fair value

Pay-to-Play convertible notes

2023 convertible notes

Pay-to-Play convertible notes

Warrant liabilities

3 unchanged sentences

Government money market funds and mutual funds because they were valued using quoted prices in active markets and can be redeemed on any business days with an intermediary.

Level 3 instruments consisted of earnout share liabilities.

The Company has elected to apply the fair value option to measure all historical convertible notes and warrant liabilities (see Notes 8 and 9) and current earnout shares due to the nature of their embedded features.

Changes in the fair value measurement of Level 3 liabilities related to unrealized gains (losses) resulting from remeasurement of our outstanding historical convertible notes and warrant liabilities (see Notes 8 and 9) and current earnout shares.

The accrued liability associated with unissued shares of the Company's common stock due to advisors of the Company under service contracts is also included as a Level 1 instrument as it uses the Company's common stock price as of period end for remeasurement.

The unissued common stock liability is included within accrued expenses and other current liabilities on the condensed consolidated balance sheet as of June 30, 2025.

Level 3 instruments consist of earnout share liabilities.

The Company has elected to apply the fair value option to measure all historical convertible notes and warrant liabilities (see Notes 8 and 9) due to the nature of their embedded features.

Changes in the fair value measurement of Level 3 liabilities related to unrealized gains (losses) resulting from the remeasurement of our outstanding historical convertible notes and warrant liabilities (see Notes 8 and 9) and current earnout shares.

The respective changes for remeasurement are reflected in the change in fair value of convertible notes, change in fair value of warrant liabilities and change in fair value of the earnout liabilities in the condensed consolidated statements of operations.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

The changes in the fair values of the Level 3 liabilities were as follows:

The change in the fair values of the Company's Level 3 liabilities during the three and six months ended June 30, 2025 and 2024, were as follows:

(Amounts in thousands)

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Conversion to common stock

Balance as of June 30, 2025

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

(Amounts in thousands)

Pay-to-Play Convertible Notes

2023 Convertible Notes

Warrant liabilities

Earnout share liabilities

Balance as of March 31, 2025

Change in estimated fair value

Balance as of June 30, 2025

(Amounts in thousands)

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Issuance of 2023 convertible notes and related warrants

Issuance of pre-funded common stock warrants

Change in estimated fair value

Balance as of June 30, 2024

(Amounts in thousands)

Pay-to-Play Convertible Notes

2023 Convertible Notes

Warrant liabilities

Earnout share liabilities

Balance as of March 31, 2024

Issuance of 2023 convertible note warrants and related warrants

Issuance of pre-funded common stock warrants

Change in estimated fair value

Balance as of June 30, 2024

The Company's convertible notes and related warrants outstanding as of December 31, 2024 were classified within level 3 of the fair value hierarchy because there was no active market for the liabilities or similar instruments.

There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the three months ended March 31, 2025 or 2024.

There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the three and six months ended June 30, 2025 and 2024.

Upon the consummation of the Merger, all then outstanding convertible notes and warrant liabilities were converted into shares of common stock (see Note 3).

Inventories consist of the following:

As of March 31,

As of June 30,

As of December 31,

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The Company is subject to United States federal and state taxes as well as other foreign income taxes.

During the three months ended March 31, 2025 and 2024 , the Company recorded a provision for income taxes of $ 0.2 million, which represented an effective tax rate of ( 0.1 )% and ( 1.4 )%, respectively.

The effective income tax rates for both the three months ended March 31, 2025 and 2024 are different from the U.S.

During the three and six months ended June 30, 2025 , the Company recorded provision for income taxes of $ 39 thousand and $ 0.2 million, respectively, which represented effective tax rates of ( 0.1 )%, respectively, while during the three and six months ended June 30, 2024, the Company recorded a provision for income taxes of $ 0.1 million and $ 0.3 million respectively, which represented effective tax rates of ( 1.1 )% and ( 1.0 )%, respectively.

The effective income tax rates for the three and six months ended June 30, 2025 and 2024 are different from the U.S.

federal statutory rate of 21.0 % due to the valuation allowance.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

The Company is in the process of evaluating the impact of OBBBA on our condensed consolidated financial statements.

Any results of such evaluations will be reflected in the Company's consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Convertible Notes and Demand Notes

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The 2022 P2P NPA provided that the P2P Notes would be converted upon the consummation of the Merger and that, at such time, all outstanding principal and unpaid accrued interest due on the P2P Notes shall be converted into common stock.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

The Company elected to measure the P2P Notes in their entirety, for the respective period issued, at fair value with changes in fair value reported in a single line in the condensed consolidated statements of operations.

7 unchanged sentences

The exchange was calculated using a defined “Exchange Formula” based on the existing investor’s amount of investment in the P2P Note in relation to the designated pro-rata share portion of the Insider Amount.

To the extent that an eligible existing investor purchases P2P Notes representing less than its pro rata portion of the Insider Amount, such investors converted common stock remain as converted common stock for that portion equal to the shortfall in its pro-rata contribution.

To the extent that an eligible existing investor purchases P2P Notes representing less than its pro rata portion of the Insider Amount, such investor's converted common stock remains as converted common stock for that portion equal to the shortfall in its pro-rata contribution.

Additionally, investors in the P2P Notes also received warrants (the “P2P Warrants”) whose total exercise price is determined based on the timing of investment as well as the level of investor participation vis-à-vis each investor’s designated pro-rata portion.

11 unchanged sentences

Investors in these secured convertible notes also received warrants to purchase equity shares of the Company.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Of the $ 110.7 million in proceeds received during the year ended December 31, 2024, $ 11.5 million was received from BurTech (see Note 1), $ 2.4 million from miscellaneous parties, and $ 96.8 million from a separate third-party group of investors (the “RT Parties”) in connection with an agreement to provide convertible note financing of up to $ 125.0 million (the “Blaize Note Financing Agreement”).

Under this separate agreement, the RT Parties and their transferees or distributes were not required to execute any lock-up or similar agreement restricting transfer or disposition of all shares of common stock of Blaize issuable upon the conversion of the notes, all Company shares issuable upon the exercise of warrants issued to the RT Parties as well as all securities of New Blaize to be issued to the RT Parties upon consummation of the Merger.

Under this separate agreement, the RT Parties and their transferees or distributees were not required to execute any lock-up or similar agreement restricting transfer or disposition of all shares of Blaize's common stock issuable upon the conversion of the notes, all Company shares issuable upon the exercise of warrants issued to the RT Parties, and all securities of Blaize to be issued to the RT Parties upon the consummation of the Merger.

The Company elected to measure the 2023 Convertible Notes in their entirety at fair value with changes in fair value reported in a single line in the condensed consolidated statements of operations.

5 unchanged sentences

As such, issuance costs (warrants) and fees associated with the convertible notes were recognized in earnings in the years that they were issued.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

One investor who purchased a 2023 Convertible Note also received an RSU grant for a total of 6,000,000 RSUs (see Note 15), which vested in full in the year ended December 31, 2023.

6 unchanged sentences

The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an event of default (as defined under the Working Capital Loan).

As of March 31, 2025 and December 31, 2024, the Company had outstanding Working Capital Loans of $ 1.5 million and zero , respectively.

As of June 30, 2025 and December 31, 2024, the Company had outstanding Working Capital Loans of $ 1.5 million and zero , respectively.

Advances from Related Party

As of January 13, 2025, BurTech LP provided working capital and extension deposits on behalf of the BurTech.

On January 13, 2025, BurTech LP provided working capital and extension deposits on behalf of BurTech.

These amounts are reflected on the condensed consolidated balance sheets as advances from related party.

The advances are non-interest bearing and payable on demand.

As of March 31, 2025 and December 31, 2024, the Company had outstanding advances from the related party in the amount of $ 2.9 million and zero , respectively.

These advances are non-interest bearing and payable on demand.

As of June 30, 2025 and December 31, 2024, the Company had outstanding advances from the related party in the amount of $ 2.9 million and zero , respectively.

Legacy Blaize Warrant Liabilities

4 unchanged sentences

After the Private Warrants Conversion, the Private Warrants are indexed to the shares of Company's common stock, and therefore were reclassified from debt classified instruments to equity classified instruments.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Immediately prior to the closing of the Merger, all outstanding legacy warrants net exercised, and were automatically converted into shares of common stock.

Publicly and Privately Traded Warrants

7 unchanged sentences

• if, and only if, the reported last sale price of the common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders;

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

• If and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

1 unchanged sentence

The “fair market value” shall mean the average reported last sale price of the shares of common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The Private Warrants, as well as any warrants underlying additional units we issue to BurTech, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the units offered in the initial public offering, except were will not be transferable, assignable or saleable until 30 days after the consummation of the Merger.

The Private Warrants, as well as any warrants underlying additional units we issue to BurTech, officers, directors, initial stockholders or their affiliates in payment of working capital loans made to the Company, will be identical to the warrants underlying the units offered in the initial public offering, except they will not be transferable, assignable or saleable until 30 days after the consummation of the Merger.

Common Stock Warrants

2 unchanged sentences

The warrants were fair valued as of the date of issuance and recognized as an increase in additional paid-in-capital.

The compensation expense recognized during the three months ended March 31, 2025 was approximately $ 12 thousand.

The assumptions used in the Black-Scholes option pricing model to fair value the common stock warrants were as follows:

As of March 31, 2025

The compensation expense recognized during the three and six months ended June 30, 2025 was approximately $ 42 thousand and $ 54 thousand, respecti vely.

The assumptions used in the Black-Scholes option pricing model to fair value the common stock warrants issued in February 2025 were as follows:

Risk-free rate

7 unchanged sentences

These amounts include variable payments for maintenance services, utilities, and other expenses.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

The components of the net lease cost reflected in the Company’s condensed consolidated statements of operations were as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Total lease costs

As of March 31, 2025 , the Company’s operating leases had a weighted average remaining lease term of 3.1 years and a weighted average discount rate related to the Company’s right-of-use (“ROU”) assets and lease liabilities of 10.0 %.

As of June 30, 2025, the Company’s operating leases had a weighted average remaining lea se term of 3.0 years and a weighted average discount rate related to the Company’s right-of-use (“ROU”) assets and lease liabilities of 10.0 % .

As of December 31, 2024 , the Company’s operating leases had a weighted average remaining lease term of 3.2 years and a weighted average discount rate related to the Company’s right-of-use assets and lease liabilities of 9.9 %.

Supplemental information related to operating leases was as follows:

Three Months Ended March 31,

Six Months Ended June 30,

(Amounts in thousands)

Supplementary cash flow information:

Cash paid for amounts included in the measurement of operating lease liabilities

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

Future minimum lease payments under the Company’s non-cancelable operating leases are as follows:

(Amounts in thousands)

As of March 31, 2025

As of June 30, 2025

Total future lease payments

9 unchanged sentences

Upon the consummation of the Merger, the redeemable convertible preferred stock that was outstanding at the time of the Merger was converted into shares of common stock (see Note 3).

As of March 31, 2025 and December 31, 2024 , there were 600,000,000 and 136,562,809 shares of common stock authorized, respectively, and 98,818,874 and 48,376,052 shares issued and outstanding, respectively.

As of June 30, 2025 and December 31, 2024 , there were 600,000,000 and 136,562,809 shares of common stock authorized, respectively, and 98,881,933 and 48,376,052 shares issued and outstanding, respectively.

Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the priority rights of holders of all series of Preferred Stock outstanding.

Holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

Common stock reserved for issuance is as follow:

As of March 31,

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Shares of common stock reserved for issuance are as follows:

As of June 30,

As of December 31,

3 unchanged sentences

Earnout shares

Unissued shares of common stock (1)

Incentive stock options and restricted stock units

1 unchanged sentence

Total common stock reserved for issuance

(1) Includes 769,231 shares of common stock due to an advisor to satisfy an outstanding liability, which will be issued from outside the 2025 Equity Incentive Plan

(2) Includes 16,000 shares of common stock due t o an advisor to satisfy an outstanding liability, which will be issued from the 2025 Equity Incentive Plan

For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the exchange ratio.

1 unchanged sentence

The Company recorded stock-based compensation expense for stock options and RSUs as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

1 unchanged sentence

Selling, general and administrative

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

Equity Award Plans

2 unchanged sentences

The 2025 Incentive Plan provides for the grant of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs and other stock or cash-based awards to employees and consultants of the Company and its subsidiaries and members of the board of directors of the Company.

During the three months ended June 30, 2025, the Company authorized an increase of 5,102,758 shares available for issuance under the 2025 Incentive Plan, bringing the total authorized shares available under the 2025 Incentive Plan to approximately 30.5 million.

Under the 2025 Incentive Plan, stock options, including incentive stock options (“ISOs”), may be granted to employees at exercise prices not lower than the fair value of the stock as of the date of grant.

3 unchanged sentences

Under the 2025 Incentive Plan, RSUs are unfunded, unsecured rights to receive, on the applicable settlement date, shares of common stock or an amount in cash, or a combination thereof, as determined by the Administrator, subject to vesting conditions, which may include continued employment or service, or the achievement of performance criteria established by the Administrator.

As of March 31, 2025, no equity awards have been granted under the 2025 Incentive Plan and 25,397,242 shares of common stock were reserved for issuance under the plan.

During the three months ended June 30, 2025, the Company commenced the granting of equity awards under the 2025 Incentive Plan.

As of June 30, 2025, approximately 22.1 million shares of common stock were reserved for issuance under the plan.

Following the effectiveness of the 2025 Incentive Plan, the Company ceased making grants under the 2011 Equity Incentive Plan (the “2011 Amended Plan”) and all remaining unissued shares were retired.

3 unchanged sentences

The liquidity event condition for the RSUs was satisfied upon the occurrence of a qualifying event, defined specifically in the equity documents, and generally refer to the earlier of a specified period of time subsequent to an initial public offering or an acquisition, in all cases prior to the expiration date of the award (see Note 3).

Additionally, for all terminated RSU grants, all RSUs which have satisfied a portion or all of the service-based condition of the termination date remain with the stockholder and do not return to the pool of shares available for issuance until the earlier of the satisfaction of the liquidity event (at which time those RSUs vest) or the expiration date of the award.

Additionally, for all terminated RSU grants, all RSUs which have satisfied a portion or all of the service-based condition of the termination date remain with the stockholder and do not return

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

to the pool of shares available for issuance until the earlier of the satisfaction of the liquidity event (at which time those RSUs vest) or the expiration date of the award.

The RSUs expired as defined by the individual RSU grant, generally the earlier of (i) the first anniversary or second anniversary of terminated service, for 2023 and prior grants, respectively, for any reason and (ii) expire date defined as the fifth anniversary of the date of grant.

1 unchanged sentence

Stock Options

A summary of stock option activity under the 2011 Amended Plan is as follows:

A summary of stock option activity is as follows:

exercise price

1 unchanged sentence

Outstanding as of December 31, 2024

Outstanding as of March 31, 2025

Vested and expected to vest as of March 31, 2025

Exercisable as of March 31, 2025

As of March 31, 2025 , there was approximately $ 19.0 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 2.3 years.

Outstanding as of June 30, 2025

Vested and expected to vest as of June 30, 2025

Exercisable as of June 30, 2025

As of June 30, 2025, there was approximatel y $ 16.2 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 2.1 years.

The Company uses the Black-Scholes option-pricing model to determine the grant-date fair value of stock options.

1 unchanged sentence

These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends.

There were no stock options granted during the three months ended March 31, 2025.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

A summary of the Company’s RSU activity issued under the 2011 Amended Plan is as follows:

There were no stock options granted during the six months ended June 30, 2025.

A summary of the Company’s RSU activity is as follows:

Number of RSUs

average grant

date fair value

Nonvested as of December 31, 2024

Nonvested as of March 31, 2025

Balance as of December 31, 2024

Balance as of June 30, 2025

Immediately prior to the consummation of the Merger, the RSUs had both a service-based condition and a liquidity event condition.

1 unchanged sentence

Effective with the consummation of the Merger, we recognized $ 3.9 million in stock-based compensation expense associated with the vesting of the outstanding RSUs (see Note 3).

As of March 31, 2025, the 2,464,171 common stock shares that are subject to the release of the vested RSU have not been issued holders but have been included in the weighted average shares outstanding calculation for purposes of earning per share (see Note 17).

As of March 31, 2025, there was approximately $ 1.0 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 0.8 years.

As of June 30, 2025 , 2,853,562 shares of common stock that are subject to the release of the vested RSU have not been issued to the holders but have been included in the weighted average shares outstanding calculation for purposes of earning per share (see Note 17).

As of June 30, 2025 , there was approximately $ 22.2 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 3.0 years.

Employee Stock Purchase Plans

4 unchanged sentences

The purchase price for shares of common stock purchased under the 2025 ESPP will be 85 % of the lesser of the fair market value of shares of common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each purchase period in the applicable offering period.

As of March 31, 2025, 3,047,669 shares of common stock were reserved for issuance pursuant to the 2025 ESPP.

As of March 31, 2025, no offers have been made to purchase shares of the Company's common stock.

As of June 30, 2025 , approximately 3.0 million shares of common stock were reserved for issuance pursuant to the 2025 ESPP.

As of June 30, 2025 , no offers have been made to purchase shares of the Company's common stock.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Commitments and Contingencies

Purchase Commitments

As of March 31, 2025 , the Company had outstanding purchase orders and contractual obligations totaling $ 0.3 million to procure inventory.

The majority of the Company's outstanding inventory purchase orders and preauthorized commitments to procure strategic components based on expected demand are placed with its primary third-party contract manufacturer and a semiconductor supplier.

As of June 30, 2025, the Company had outstanding purchase orders and contractual obligations tot aling approximately $ 2.0 million to procure inventory.

The Company's outstanding inventory purchase orders and preauthorized commitments to procure strategic components based on expected demand are placed with a server supplier, its primary third-party contract manufacturer and a semiconductor supplier.

The Company has an obligation to purchase inventories that have been purchased by the contract manufacturer when components have not been consumed within a period defined in the terms of our agreement.

During the three months ended March 31, 2025 and 2024 , the Company purchased inventories of $ 0.1 million and $ 3.3 million, respectively, due to this obligation.

The Company purchased inventories due to this obligation as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Inventory purchases related to purchase obligations

While the Company expects such purchased components to be used in future production of its finished goods, these components are considered in its reserve estimate for excess and obsolete inventory.

Furthermore, the Company accrues for losses on commitments for the future purchase on non-cancelable and non-returnable components from this contract manufacturer at the time that circumstances, such as changes in expected demand, indicate that the value of the components may not be recoverable, the loss is probable and management has the ability to reasonably estimate the amount of the loss.

As of March 31, 2025 and December 31, 2024 , the liability balance of our accrued losses on purchase commitments equaled $ 0.6 million on the condensed consolidated balance sheets.

As of June 30, 2025 and December 31, 2024 , the liability balance of our accrued losses on purchase commitments equaled $ 0.6 million on the condensed consolidated balance sheets.

Legal Proceedings

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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 Merger involving Legacy Blaize (the “Jefferies Engagement Letter”), pursuant to which Jefferies would be eligible for a fee of $ 4,500,000 contingent upon the closing of the Merger and for reimbursement of expenses up to $ 500,000 .

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

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 Merger, 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 la wsuit.

Jefferies alleges that as of June 30, 2025, no fees have been paid to Jefferies under the Jefferies Engagement Letter.

The Company has retained counsel and intends to vigorously defend the litigation.

Although the outcome of this matter cannot be predicted with certainty, based on the existing facts and circumstances the Company has recorded estimated liabilities of $ 4,950,000 on the condensed consolidated balance sheets as of March 31, 2025, of which $ 3,950,000 is included in accounts payable and $ 1,000,000 is included in accrued expenses and other current liabilities.

Although the outcome of this matter cannot be predict ed with certainty, based on the existing facts and circumstances the Company has recorded estimated liabilities of $ 4,950,000 on the condensed consolidated balance sheets as of June 30, 2025, of which $ 3,950,000 is included in accounts payable and $ 1,000,000 is included in accrued expenses and other current liabilities.

These estimated liabilities reflect management's assessment of the Company's potential exposure from the Jefferies Engagement Letter based on its contracted fees.

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Compensation for services, pending approval by the Company's Board of Directors, is in the form of restricted stock units following the filing of a registration statement subsequent to the Merger consummation to register such shares, and subject to the advisors continued service on the applicable grant date.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

In December 2024, the Company entered into an agreement for capital market services which included advisory services and a finder’s fee, for which payment was due upon the close of the Merger (see Note 3).

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On the earlier of the date that is six months from the date of the Merger and the date that a Registration Statement filed with the SEC registering the resale of the closing shares is declared effective (the “Reset Date”), if the five day volume weighted average price of common stock for the five trading days immediately preceding the Reset Date (such price, the “Reset Price”) is less than $ 10.00 per share (subject to a $ 1.00 per share floor), within two days we shall issue an additional number of common shares equal to the number obtained by dividing (i) the product of the number of shares held as of the Reset Date and $ 10.00 by (ii) the Reset Price, less the number of sharing shares held, provided that the additional shares shall not exceed 300,000 .

In April 2024, the Company entered into an advisory agreement for future services.

The terms of the agreement require a non-refundable advisory fee of $ 2.0 million paid upon execution of the contract in the form of 769,231 shares of common stock (the “Fee Shares”).

The Fee Shares are subject to a one-year lock up provision (the “Lock-Up Period”) which expires the earlier of one year from the date of the agreement or the date of a change of control as defined in the agreement.

Prior to the expiration of the lock-up period, the advisor may sell the common stock shares back to us or an affiliate as defined in Rule 405 under the Securities Act.

T he Fee Shares subject to the lock-up provision are subject to adjustment if the dollar volume-weighted average price for the Company's common stock (“VWAP”) 20 out of any 30 trading Days is at least $ 7.00 per share, then the Lock-Up Period shall be terminated with respect to fifty percent of the shares to be issued for the fee.

Furthermore, if the VWAP of the common stock for 20 out of any 30 Trading Days is at least $ 10.00 per share, then the Lock-Up Period shall be terminated with respect to the other fifty percent of the Fee Shares, rounded up.

Related Party Transactions and Balances

During the three months ended March 31, 2025 , the Company recognized no revenue from sales to minority stockholders.

During the three months ended March 31, 2024 , the Company recognized revenues of approximately $ 0.5 million, or approximately 100 % of its total revenue, from sales to two minority stockholders.

As of March 31, 2025 and December 31, 2024 , there was no accounts receivable due from these customers.

Sales Partner Referral Agreement

On June 30, 2025, we entered into a Sales Partner Referral Agreement (the “Referral Agreement”) with Burkhan LLC (the “Sales Partner”), an affiliate of Burkhan.

Pursuant to the Referral Agreement, the Sales Partner will, on a non-exclusive basis, promote certain of our products and refer potential customers to us.

The Company may approve or reject any customer opportunity presented by the Sales Partner in its sole discretion.

For any approved customer opportunity, the Sales Partner and Blaize will negotiate in good faith on the commissions payable to the Sales Partner.

The Referral Agreement has a term of three years and is terminable by either party for convenience on 30 days’ written notice or on five day’s written notice in the event of a material breach by the other party.

The Referral Agreement also contains certain confidentiality and indemnification provisions.

The Referral Agreement has an initial approved customer of BurTech Systems Tech LLC (“BST”), an affiliate of Burkhan.

Under the agreement, BST will purchase up to approximately $ 56.5 million of the Company's products on behalf of an unaffiliated end user, beginning in the second quarter of 2025 th rough 2026.

BST will receive a financing fee of 2.5 % of the total purchase price from the end user and the Sales Partner will receive a commission, payable by Blaize, of up to 10 %, depending on our gross margins under the purchase order, payable in cash or partially, at our discretion, in shares of the Company's common stock.

During the three and six months ended June 30, 2025, pursuant to the Referral Agreement, the Company recognized $ 1.6 million in reven ue from sales to an affiliate of Burkhan, inclusive of a $ 0.2 million sales commission to Burkhan which was reported as a reduction of revenue, and as accrued expense as of June 30, 2025.

During the three and six months ended June 30, 2024 , the Company recognized revenue of approximately $ 0.2 million and $ 0.8 million, respectively, approximately 99 % of total revenue in the periods, from sales to two minority stockholders.

As of June 30, 2025 , there was $ 1.8 million in accounts receivable that was due from an affiliate of Burkhan, while as of December 31, 2024 there wa s no amounts due from this customer.

As of June 30, 2025 and December 31, 2024, there were no accounts receivable due from the two minority stockholders.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

In 2023, we issued a convertible note in the amount of $ 5.0 million or 41 % of the total 2023 Convertible Note proceeds raised in 2023 to a related party investor holding more than a 10 % ownership our outstanding stock.

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Upon consummation of the Merger, this related party’s 2023 Convertible Note and 2023 Convertible Warrants were converted into shares of common stock (see Note 3).

During the three months ended March 31, 2025 and 2024, the changes in fair value for the respective 2023 Convertible Note were $ 6.0 million and $ 0.9 million, respectively (see Note 5).

During the three months ended March 31, 2025 and 2024, the changes in fair value for the respective 2023 Convertible Note Warrants were $ 1.2 million and less than $ 0.1 million, respectively (see Note 5).

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)

( Unaudited )

In January 2023, one of the minority investors with which we had a prior revenue arrangement, with no revenue in the three months ended March 31, 2025 and 2024, also invested in a P2P Note in the amount of $ 3.3 million or 35 % of the total P2P proceeds raised in 2023 (see Note 8).

During the three and six months ended June 30, 2025, the change in fair value for the respective 2023 Convertible Note was zero and $ 6.0 million, respectively (see Note 5).

During the three and six months ended June 30, 2024, the changes in fair value for the respective 2023 Convertible Note and 2023 Convertible Note Warrants equaled $( 0.6 ) million and $ 0.3 million, respectively, and $( 0.3 ) million and $( 0.3 ) million, respectively (see Note 5).

In January 2023, one of the minority investors with which we had a prior revenue arrangement, representing zero and approximately 43 % of total revenues for the three and six months ended June 30, 2024, also invested in a P2P Note in the amount of $ 3.3 million, or 35 % of the total P2P proceeds raised in 2023 (see Note 8).

In accordance with the terms of the 2022 P2P NPA, the minority investor also received P2P Warrants for no additional consideration resulting in the allocation of proceeds between the P2P Note and the P2P Warrants (see Note 9).

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Effective January 13, 2025, t his related party’s respective P2P Note and P2P Warrants were converted into common stock in connection with the Merger (see Note 3).

During the three months ended March 31, 2025 and 2024 , the change in fair value for the respective P2P Note was $ 7.2 million and less than $ 0.1 million, respectively (see Note 5).

During the three months ended March 31, 2025 and 2024 , the change in fair value for the respective P2P Warrants was $ 3.3 million and $ 0.5 million, respectively (see Note 5).

In December 2022, one of the minority stockholders with which we had a prior revenue arrangement, representing approximately 0 % and approximately 100 % of total revenues for the three months ended March 31, 2025 and 2024 , and 0 % and 98 % of accounts receivable as of March 31, 2025 and December 31, 2024, respectively, also invested in a P2P Note in the amount of $ 0.4 million, or 13 % of the total P2P proceeds raised in 2022 (see Note 8).

During the three and six months ended June 30, 2025 , the change in fair value for the respective P2P Note was zero and $ 7.2 million, respectively (see Note 5).

During the three and six months ended June 30, 2024 , the change in fair value for the respective P2P Note and P2P Warrants was $ 0.4 million and $ 0.4 million, respectively, and $( 20 ) thousand and $( 12 ) thousand, respectively (see Note 5).

In Dec ember 2022, one of the minority stockholders with which we had a prior revenue arrangement, representing approximately 99 % and 56 % of total revenues for the three and six months ended June 30, 2024 , respectively, and 98 % of accounts receivable as of D ecember 31, 2024, also invested in a P2P Note in the amount of $ 0.4 million, or 13 % of the total P2P proceeds raised in 2022 (see Note 8).

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As of December 31, 2024, the fair value of the related party P2P Note and P2P Warrants approximated $ 0.5 million and zero , respectively.

Effective January 13, 2025, this related party's respective 2022 P2P Note and P2P Warrants were converted into common stock in connection with the Merger (see Note 3).

During the three months ended March 31, 2025 , the changes in fair value for this set of P2P Note and P2P Note Warrants was $ 0.8 million and $ 0.2 million, respectively (see Note 5).

During the three months ended March 31, 2024, the change in fair value for this set of P2P Note and P2P Note Warrants was immaterial (see Note 5).

Effective January 13, 2025, this related p arty's respective 2022 P2P Note and P2P Warrants were converted into common stock in connection with the Merger (see Note 3).

During the three and six months ended June 30, 2025 , the changes in fair value for this set of P2P Notes were zero and $ 0.8 million, respectively (see Note 5).

During the three and six months ended June 30, 2024, the changes in fair value for this set of P2P Note and P2P Note Warrants were immaterial (see Note 5).

On January 13, 2025, in connection with the consummation of the Merger, BurTech LP, previously the Sponsor of BurTech, issued a secured promissory note and pledge agreement to BurTech in the principal amount of approximately $ 8.8 million, bearing an interest rate of 7 % with annual compounding, compounded on December 31 each year.

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As consideration for this promissory note, the Company issued 750,000 shares of common stock to BurTech LP.

BurTech LP is obligated to pay the related transaction expenses set forth in the note within ninety days after the date that the shares have been registered for resale under the Securities Act.

As of March 31, 2025, payment in the no te had not yet been received.

During the three months ended March 31, 2025 and 2024 , the Company incurred $ 0.2 million and zero , respectively, of marketing expenses paid to a company owned by a direct family member of one of our minority stockholders and board of directors.

As of March 31, 2025, the Company has amounts due for a Working Capital Loan and advances from a related party (see Note 8).

BurTech LP is obligated to pay the related transaction expenses set forth in the note within ninety day s after the date that the shares have been registered for resale under the Securities Act.

As of June 30, 2025 , payment on the no te had not yet been received.

During the three and six months ended June 30, 2025, the Company incurred zero and $ 0.2 million, respectively, of marketing expenses paid to a company owned by a direct family member of one of our minority stockholders and board of directors.

During the three and six months ended June 30, 2024 , the Company incurred no such marketing expenses.

As of June 30, 2025, the Company has amounts due for a Working Capi tal Loan and advances from a related party (see Note 8).

Segment Reporting

The Company operates as a single reportable segment, and manages the business and evaluates financial performance on a consolidated basis.

The CODM regularly receives and reviews consolidated financial results focusing primarily on revenue, costs and expenses, and net loss from the consolidated statements of operations to make decisions regarding the allocation of resources and assessment of performance.

The Company has determined that net loss and earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for irregular or non-recurring items (“Adjusted EBITDA”) are the profit or loss measures that the CODM uses to make resource allocation decisions and evaluate segment performance.

Adjusted EBITDA assists management in comparing the performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations and, therefore, are not included in measuring performance.

The CODM regularly receives and reviews consolidated financial results focusing primarily on revenue, key costs and expenses, net loss, and earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for irregular items (“Adjusted EBITDA”), to make decisions regarding the allocation of resources and assessment of performance.

The Company defines Adjusted EBITDA as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that we do not consider in our evaluation of ongoing operating performance from period to period.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

( Unaudited )

Net loss is as follows:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

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Depreciation and amortization

Net interest (income)/expense

Interest income/(expense), net

Fair value changes and financing charges

Other segment items (a)

(a) Other segment items includes marketing expense, professional fees, income tax expense, facilities costs, foreign currency exchange gains and losses, credit loss expense, and other overhead expenses

The following reflects our Adjusted EBITDA:

Three Months Ended March 31,

Other segment items (1)

(1) Other segment items includes marketing expense, professional fees, income tax expense, facilities costs, foreign currency exchange gains and losses, credit loss expense, and other overhead expenses

The following reflects our EBITDA and Adjusted EBITDA:

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

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Provision for income taxes

Other expenses, net

Interest expense/(income), net

Stock-based compensation

Fair value changes and financing charges

Non-cash inventory cost realignment adjustments

Other non-recurring expenses (a)

Other adjustments (1)

Adjusted EBITDA

(a) Includes, but not limited to, legal, accounting and consulting fees incurred in connection with the Merger.

These costs are non-recurring and are not reflective of our ongoing operating performance.

Management believes that excluding these costs provides a more meaningful comparison of our performance to prior periods.

(1) Other adjustments includes, but is not limited to, legal, accounting and consulting fees incurred in connection with the Merger and the impact of other items management does not believe relate to the core operations of the business (foreign exchange gains and losses, litigation expense, etc.) .

Management believes these costs are not reflective of our ongoing operating performance and that excluding these costs provides a more meaningful comparison of our performance over periods.

The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets.

Long-lived and ROU assets were located as follows:

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

(Amounts in thousands)

United States

North America

United Kingdom

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The following table sets forth the computation of basic and dilutive net loss per share:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands, except share and per share amounts)

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Net loss per share, basic and diluted

(1) Includes 2,853,562 vested but unissued shares underlying awards of restricted common stock and 785,231 shares that the Company is contractually obligated to issue.

Net loss per share calculations and potentially dilutive security amounts for all periods prior to the closing of the Merger have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

( Unaudited )

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been anti-dilutive:

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Redeemable convertible preferred stock

Stock options

Restricted stock units

Legacy Blaize warrants

Common stock warrants

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A 401(k) plan is provided that covers substantially all employees in the US meeting certain age and service requirements.

The Company makes discretionary contributions to the 401(k) plan.

The Company makes discretionary contributions to t he 401(k) plan.

The Company operates a defined contribution pension scheme in the UK for employees and makes employer contributions to this scheme on behalf of those employees.

The Company recorded $ 0.2 million and $ 0.1 million in contributions to both plans during the three months ended March 31, 2025 and 2024, respectively.

The Company recorded $ 0.2 million and $ 0.3 million in contributions during the three and six months ended June 30, 2025 and $ 0.3 million in contributions for both the three and six months ended June 30, 2024.

Long-term Employee Benefits

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The expected return on plan assets is based on the assumed rate of return of such assets.

As of March 31, 2025 and December 31, 2024 , the related liability is included within accrued compensation on the condensed consolidated balance sheets.

As of June 30, 2025 and December 31, 2024 , the related liability is included within accrued compensation on the condensed consolidated balance sheets.

Subsequent Events

The Company has evaluated subsequent events through the date on which these condensed consolidated financial statements were available to be issued, and determined that the following subsequent events, other than those disclosed elsewhere in the condensed consolidated financial statements, are reportable:

On April 11, 2025, the Company entered into an advisory agreement for future services.

The terms of the agreement require a non-refundable advisory fee of $ 2.0 million paid upon execution of the contract in the form of 769,231 shares of common stock (the “Fee Shares”).

Prior to the expiration of the lock-up period, the advisor may sell the common stock shares back to us or an affiliate as defined in Rule 405 under the Securities Act.

The Fee Shares subject to the lock-up provision are subject to adjustment if the dollar volume-weighted average price for the Company's common stock (“VWAP”) 20 out of any 30 trading Days is at least $ 7.00 per share , then the Lock-Up Period shall be terminated with respect to fifty percent of the shares to be issued for the fee.

Funds Held-in-Escrow

On July 10, 2025, the Company received the $ 0.5 million of funds previously held in escrow.

As of the filing date of these condensed consolidated financial statements, the Company has nothing held in escrow.

Committed Equity Facility

On July 14, 2025, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”) with B.

Riley Principal Capital II, LLC (“B.

Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to B.

Riley up to an aggregate of $ 50,000,000 of newly issued shares of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement.

Sales of shares of the Company's common stock to B.

Riley under the Purchase Agreement, and the timing of any such sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to B.

Riley under the Purchase Agreement.

Strategic Partnership with Starshine

On July 16, 2025, the Company entered into a Strategic Cooperation Agreement (the “Starshine Agreement”) with Starshine Computing Power Technology Limited, a Hong Kong company (“Starshine”).

Pursuant to the terms of the Starshine Agreement, Blaize and Starshine are entering into a strategic partnership to develop business opportunities for the sale of Blaize’s hybrid AI platform and other products and services through Starshine in the Asia Pacific region.

Starshine has agreed to deliver a minimum of $ 120 million in revenue to Blaize over the first 18 months of the Starshine Agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements