What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-14 · 131 added, 94 removed, 115 unchanged (66% of the section changed)

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Recent Developments

The Merger and Reverse Recapitalization

On January 13, 2025 (the “Closing Date”), we consummated the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger dated December 22, 2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024) with BurTech Acquisition Corp (“BurTech”), BurTech Merger Sub, Inc (“Merger Sub”), Blaize, Inc.

(“Legacy Blaize”), and solely for the limited purposes of the transaction, Burkhan Capital LLC (“Burkhan”), a Delaware limited liability company and affiliate of BurTech, On the Closing Date, Merger Sub merged with and into Legacy Blaize, with Legacy Blaize surviving the Business Combination as a wholly owned subsidiary of the Company.

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.

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.

Operations prior to the Merger are those of Legacy Blaize.

For periods prior to the Merger, the reported share and per share amounts have been retroactively converted (“Retroactive Conversion”) by applying the Exchange Ratio.

Legacy Blaize shareholders were issued 87,314,968 shares of common stock.

Legacy Blaize Redeemable Convertible Preferred Stock, Convertible Promissory Notes and Warrants

Immediately prior to the closing of the Merger, all outstanding convertible notes, inclusive of accrued and unpaid interest, each of the issued and outstanding shares of redeemable convertible preferred stock, and all outstanding warrants of Legacy Blaize were automatically converted into shares of Company common stock.

Upon the consummation of the Merger, (i) each outstanding stock option to purchase Legacy Blaize common stock was converted into a stock option of the Company, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Blaize option, and the right to receive a number of earnout shares.

Additionally, each Legacy Blaize restricted stock unit (“RSU”) was converted into an RSU of the Company, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Blaize RSU, and the right to receive a number of earnout shares.

Other Arrangements entered into at time of Merger or assumed upon the consummation of the Merger:

Public and Private Placement Warrants

Upon the consummation of the Merger, BurTech's 28,750,000 public warrants and 898,250 private warrants, both outstanding immediately prior to the consummation of the Merger, became warrants of the Company.

Shareholder Note Receivable

Upon the consummation of the Merger, BurTech LP, LLC (“BurTech LP”) issued a secured promissory note and pledge agreement (the “Shareholder Note”) to BurTech in the principal amount of $8,753,744 in exchange for 750,000 shares of Company common stock.

The principal of the Shareholder Note will decrease when BurTech LP pays for transaction costs that the Company assumed from BurTech in the Merger.

The Shareholder Note bears interest at 7.0%, compounding annually on December 31 of each year and is secured by 2,000,000 shares of the Company’s common stock owned by BurTech LP.

Lock-up Agreement

On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, we entered into lock-up agreements (the “Lock-up Agreements”) with (i) certain of Blaize’s directors and officers, (ii) certain stockholders of Blaize and (iii) Burkhan, in each case, restricting the transfer of Company common stock and any shares of Company common stock issuable upon the exercise or settlement, as applicable, of stock options or restricted stock units held immediately after the Merger.

The restrictions under the Lock-up Agreements began at Closing and end on the earlier of (x) the date that is 180 days after the Closing Date, (y) the last reported sale price of Blaize common stock reaching $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing and (z) the liquidation of Blaize.

Non-Redemption Agreement

On December 31, 2024 and through January 13, 2025, BurTech, BurTech LP and Legacy Blaize entered into agreements (each, a “Non-Redemption Agreement” and collectively, the “Non-Redemption Agreements”) with one or more unaffiliated stockholders of BurTech (each, an “Investor”) who agreed not to redeem (or validly rescind any redemption requests on) their shares of BurTech Class A common stock, par value $0.0001 per share of the Company (“Non-Redeemed Shares”).

On the Closing Date, such Class A common stock shares were exchanged for shares of the Company's common stock and placed into an escrow account.

In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Company and BurTech LP have agreed to guarantee that each Investor receives a return of $1.50 per Non-Redeemed Share whether Investor (i) sells the Non-Redeemed Shares in the open market or (ii) exercises its option to require the Company to repurchase the Non-Redeemed Shares in accordance with the Non-Redemption Agreement.

Entering into the Non-Redemption Agreement is expected to increase the amount of funds that remain in the Company’s trust account following the Merger.

PIPE Subscription Agreements

From December 31, 2024 and through January 13, 2025, BurTech and certain other subscribers (collectively, the “Subscribers”) entered into subscription agreements under which BurTech agreed to issue and sell to the Subscribers, immediately before the Closing Date, 1,529,500 shares of BurTech's Class A common stock, par value $0.0001 per share (“PIPE Shares”) at a purchase price of $10.00 per share for an aggregate purchase price of $15,295,000, in a private placement.

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

Earnout Arrangement

Legacy Blaize shareholders and outstanding equity award holders (including stock options and RSUs) are entitled to Earnout Shares in four tranches upon the occurrence of four separate Triggering Events (defined below) during the Earnout Period, which commences on January 13, 2025 and ends on January 13, 2030.

The Triggering Events are driven by whether our closing share price on 20 trading days out of 30 consecutive trading days equals or exceeds defined per share thresholds in each tranche as follows:

• If our common stock price is greater than or equal to $12.50 per share, 3,750,000 Earnout Shares will be issued;

• If our common stock price is greater than or equal to $15.00 per share, an additional 3,750,000 Earnout Shares will be issued;

• If our common stock price is greater than or equal to $17.50 per share, an additional 3,750,000 Earnout Shares will be issued;

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

Employees entitled to receive Earnout Shares with respect to 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.

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 of the Triggering Events stated above (the “Burkhan Earnout Shares”).

Strategic Partnership with Starshine

On July 16, 2025, we 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.

Committed Equity Facility

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

Riley Principal Capital II, LLC (“B.

Riley Principal Capital II”).

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 Principal Capital II up to an aggregate of $50,000,000 of our newly issued shares of common stock, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement, including that (i) B.

Riley Principal Capital II be provided rights to purchase shares at a price based on the volume-weighted average price of the Common Stock, with a 3% discount, and (ii) that we may issue no more than the number of shares equal to 19.99% of the aggregate number of our issued and outstanding shares of common stock as of immediately prior to the execution of the Purchase Agreement without (a) first obtaining stockholder approval or (b) ensuring that the price per share paid by B.

Riley Principal Capital II for all shares purchased equals or exceeds $2.9318 per share, which would allow the issuance to exceed the Exchange Cap under applicable Nasdaq rules.

We plan to use proceeds from these sales for strategic initiatives, including the commercialization of a South Asia smart infrastructure contract and investment in next-generation technology.

As of August 14, 2025, sales under the Purchase Agreement had not yet commenced.

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.

We 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 us will negotiate in good faith on the commission 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 days 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, as described in the referral exhibit thereto (the “Referral Exhibit”).

Under the Referral Exhibit, BST will purchase up to approximately $56.5 million of our products on behalf of an unaffiliated end user, beginning in the second quarter of 2025 through 2026.

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

Key Business Metrics

We have identified a potential $458 million of future business opportunities that could significantly accelerate growth through near-term customer implementations.

Although Blaize is under no contractual arrangement(s) with respect to such pipeline and there is no assurance of a future contractual arrangement, the pipeline contains target accounts and opportunities that have been identified and verified as potential customers for Blaize products and services.

We have identified potential future business opportunities that could significantly accelerate growth through near-term customer implementations.

Although Blaize has no contractual arrangement(s) with respect to such pipeline and there is no assurance of a future contractual arrangement, the pipeline contains target accounts and opportunities that have been identified and verified as potential customers for Blaize products and services.

We classify certain key metrics related to our pipeline into the following categories:

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A proof-of-concept stage (“POC”) represents that a proposal for a proof of concept has either been initiated or is in progress with a potential customer or partner.

We utilize POCs to demonstrate the Blaize technology’s significant value proposition along with its tailored use scenarios and satisfaction of customer and/or partner requirements.

As of March 31, 2025, a total of 40 POCs have been initiated or are in progress with a potential customer.

We utilize POCs to demonstrate our technology’s significant value proposition along with its tailored use scenarios and satisfaction of customer and/or partner requirements.

As of June 30, 2025, a total of 49 POCs have been initiated or are in progress with a potential customer.

A partner (“Partner”) consists of either an independent software vendor or independent hardware vendor with whom Blaize is working to integrate Blaize products and services into the vendor’s offerings for their customers.

Such vendors may include OEMs, original design manufacturers, system integrators or hardware resellers or distributors, among others.

As of March 31, 2025, Blaize has a total of 34 Partners.

As of June 30, 2025, Blaize has a total of 36 Partners.

A design win (“Design Win”) represents that a Partner or a customer has selected Blaize’s products and/or services to be incorporated into a product that it intends to produce or consume, as applicable, and has confirmed that Blaize’s offerings integrate into such product accordingly.

As of March 31, 2025, a total of 21 Design Wins have been confirmed with a Partner or customer.

As of June 30, 2025, a total of 25 Design Wins have been confirmed with a Partner or customer.

Components of Results of Operations

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• Hardware revenue — this encompasses the sale of our semiconductor products through various supply agreements.

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

Cost of Revenue (exclusive of depreciation and amortization)

Cost of revenue (exclusive of depreciation and amortization) is primarily comprised of the cost of semiconductors purchased from subcontractors, including wafer fabrication, assembly, testing and packaging, board and device costs as well as indirect costs such as inventory carrying costs and inventory valuation reserves.

Cost of revenue (exclusive of depreciation and amortization) (“cost of revenue”), is primarily comprised of the cost of semiconductors purchased from subcontractors, including wafer fabrication, assembly, testing and packaging, board, and device costs as well as indirect costs such as inventory carrying costs and inventory valuation reserves.

In addition, cost of revenue (exclusive of depreciation and amortization) also includes direct labor costs associated with the servicing of our engineering services revenue contracts.

Research and Development

Research and development expense primarily consists of personnel costs for our research and development activities.

Research and development (“R&D”) expense primarily consists of personnel costs for our research and development activities.

Research and development expense also includes costs associated with the design and development of our application-specific integrated circuit and intellectual property (“IP”) solutions, such as third-party foundry costs, third party computer-aided tools and software licenses, third party IP licenses, reference design development, and allocated costs, such as facilities and information technology costs.

Selling, General and Administrative

Selling, general and administrative expense primarily consists of personnel-related expenses for our finance human resources, information technology, and legal organizations.

Selling, general and administrative (“SG&A”) expense primarily consists of personnel-related expenses for our finance human resources, information technology, and legal organizations.

These expenses also include non-personnel costs, such as legal, audit, accounting services, advertising expenses, other professional fees as well as certain tax, corporate software licenses, and insurance-related expenses.

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Results of Operations

The following tables set forth Blaize’s condensed consolidated statements of operations data for the three months ended March 31, 2025 and 2024, respectively, as well as changes between periods.

The following tables set forth Blaize’s condensed consolidated statements of operations data for the three and six months ended June 30, 2025 and 2024, respectively, as well as changes between periods.

The period-to-period comparison of financial results is not necessarily indicative of future results.

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands, except for percentages)

Total revenue

Revenue increased 83% to $1.0 million for the three months ended March 31, 2025 compared to approximately $0.5 million for the three months ended March 31, 2024.

The increase was primarily due to sales of hardware product of $1.0 million, partially offset by a decrease of $0.5 million due to the end of our multi-year license and development contract with a strategic investor and the completion of a contract during the year ended December 31, 2024.

We experienced increases in revenue for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods.

For the three months ended June 30, 2025, revenue increased 789% to $2.0 million, up from approximately $0.2 million for the three months ended June 30, 2024.

The increase was primarily due to an increase of $1.4 million in hardware product sales and an increase of $0.6 million in software revenue partially offset by a decrease of $0.2 million in engineering services revenue due to the conclusion of a development contract with a strategic investor.

For the six months ended June 30, 2025, revenue increased 287% to $3.0 million compared to $0.8 million during the six months ended June 30, 2024.

The increase was primarily due to an increase of $2.4 million in hardware product sales and an increase of $0.6 million in software revenue, partially offset by a decrease of $0.8 million in engineering services revenue due to the end of the development contract with the strategic investor.

The following table sets forth Blaize’s revenue by customer geographical location:

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands, except for percentages)

United States

North America

Total revenue

Costs and Expenses

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands, except for percentages)

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Total operating expenses

Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue (excluding depreciation and amortization) for the three months ended March 31, 2025 reflects an increase of $21,000, or 7%, compared to the three months ended March 31, 2024.

This increase was primarily driven by $0.3 million related to hardware sales during the three months ended March 31, 2025, which was partially offset by a decrease of $0.2 million related to inventory carrying costs with an outside supplier.

Cost of revenue for the three months ended March 31, 2025 also included a $0.6 million benefit relating to the sale of inventory whose carrying amount had been written down to below original cost in a prior period.

Cost of revenue

Cost of revenue increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods.

For the three months ended June 30, 2025, cost of revenue increased by $0.5 million, or 213%, to $0.8 million, up from $0.3 million in the three months ended June 30, 2024.

This increase was mainly due to an increase of $0.6 million in hardware product sales costs due to fulfilling additional sales contracts, partially offset by a small reduction in inventory carrying costs.

For the six months ended June 30, 2025, cost of revenue increased by $0.6 million, or 101%, to $1.1 million, up from $0.6 million in the six months ended June 30, 2024.

This increase was primarily attributable to an increase of $0.9 million in hardware product sales costs, offset by a $0.4 million reduction in inventory carrying costs.

This increase in hardware product sales costs was primarily driven by the additional costs associated with fulfilling new sales contracts.

Research and development

Research and development expense for the three months ended March 31, 2025 increased $9.0 million or 220% compared to the three months ended March 31, 2024.

The increase was driven by an increase in personnel costs of $6.9 million as a result of market-based salary adjustments made in the year ended December 31, 2024 which were implemented after the three months ended March 31, 2024 as well as additional stock-based compensation connected to the consummation of the Merger and an increase of $1.8 million in spending associated with our new chip development.

We expect research and development to continue to increase to support the development of our next generation product portfolio in future years.

R&D expense increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods.

R&D expense was $9.6 million and $22.7 million for the three and six months ended June 30, 2025, respectively, reflecting increases of $3.7 million, or 64%, and $12.8 million, or 128%, compared to the three and six months ended June 30, 2024, respectively.

For the three months ended June 30, 2025, the increase was primarily driven by an increase in stock-based compensation of $3.0 million, higher equipment maintenance and software expenses of $0.7 million and software optimization expenses of $0.6 million, partially offset by a $0.9 million reduction in payroll costs.

The increase in R&D expense in the six-month period ended June 30, 2025 was primarily driven by an increase in stock-based compensation of $8.8 million, increased equipment maintenance and software expenses of $1.4 million, new chip IP license and design costs of $1.2 million, and $0.7 million for software optimization services.

The increases in R&D expenses described above were primarily for strategic investments in innovation, and we expect the increases in R&D expense to continue as we support the development of our next generation product portfolio.

Selling, general and administrative

Selling, general and administrative expense for the three months ended March 31, 2025 increased $9.4 million or 235% compared to the three months ended March 31, 2024.

The increase was primarily due to a $6.3 million increase in employee related costs associated with the hiring of new Company executives, market-based salary adjustments (as previously described), additional stock-based compensation connected to the consummation of the Merger and the building of our internal sales team.

We also incurred additional costs such as a $1.4 million increase in professional services costs incurred in support of the requirements of being a public company and a $1.7 million increase in marketing and other sundry costs relating to activities focused on our sales pipeline.

SG&A expense significantly increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods.

For the three months ended June 30, 2025, SG&A expense increased by $8.0 million, or 160%, compared to the three months ended June 30, 2024.

This increase was primarily due to an increase of $4.2 million in stock-based compensation, an increase of $2.0 million in professional services, an increase of $0.7 million in payroll expense, an increase of $0.5 million in marketing and public relations expenses and an increase of $0.6 million in other corporate expenses, including insurance and IT costs.

For the six months ended June 30, 2025, SG&A expense increased by $17.4 million, or 193%, reaching $26.3 million, up from $9.0 million for the six months ended June 30, 2024.

This increase was primarily due to an increase of $9.1 million in stock-based compensation, an increase of $3.3 million in professional services, an increase of $2.1 million in payroll expense, an increase of $1.3 million in marketing and public relations expenses, and an increase of $1.6 million in other corporate expenses, including insurance and IT costs.

Depreciation and amortization

Depreciation and amortization expense for the three months ended March 31, 2025 decreased $62,000 or 25% compared to the three months ended March 31, 2024.

The decrease was primarily due to a decrease in depreciation costs for computer equipment and server and network equipment that were fully depreciated in the comparative period.

Depreciation and amortization expense was $0.5 million and $0.6 million for the three and six months ended June 30, 2025, respectively, reflecting increases of $0.3 million, or 148%, and $0.2 million, or 48%, compared to the three and six months ended June 30, 2024, respectively.

The increases were primarily due to updating the estimated residual value of some of our assets.

Transaction costs

Transaction costs increased by $12.0 million as a direct result of the Merger.

Transaction costs for the six months ended June 30, 2025 increased by $12.0 million as compared to the six months ended June 30, 2024 as a direct result of the Merger.

Total Other Expense, net

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands, except for percentages)

Debt financing charge on convertible notes

Loss on foreign exchange transactions

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Change in fair value of earnout share liabilities

Change in fair value of unissued shares

Total other expense, net

Total other expense, net for the three months ended March 31, 2025 reflects an increase of $101.1 million, or 1,198%, compared to the three months ended March 31, 2024.

Total other expense, net for the three months ended March 31, 2025 was primarily comprised of the total net change in fair value of our convertible notes and warrant liabilities of $226.0 million and the change in our earnout liabilities of $116.5 million.

Total other expense, net for the three months ended March 31, 2024 was primarily comprised of the total net change in fair value of our convertible notes and warrant liabilities of $8.2 million.

Income tax expense

Three Months Ended March 31,

Total other expense, net was $7.7 million and $117.2 million for the three and six months ended June 30, 2025, respectively, reflecting increases of $6.8 million, or 764%, and $107.9 million, or 1,157%, compared to the three and six months ended June 30, 2024.

Total other expense, net for the three months ended June 30, 2025 was primarily comprised of expense from the change in the fair value of the earnout shares liability of $7.3 million.

For the six months ended June 30, 2025, total other expense, net was primarily comprised of expense from the change in the fair value of the convertible notes and warrant liabilities of $165.7 million and $60.3 million, respectively, along with $0.5 million of other expenses, offset by income from the change in the fair value of the earnout shares liability of $109.3 million.

Total other expense, net for the three months ended June 30, 2024 was primarily comprised of expense from the change in fair value of the convertible notes of $5.9 million, partially offset by income from the change in fair value of the warrant liabilities of $4.9 million.

For the six months ended June 30, 2024, total other expense, net was primarily comprised of expense from the change in fair value of the convertible notes of $10.5 million, partially offset by income from the change in fair value of the warrant liabilities of $1.3 million.

Provision for Income Taxes

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands, except for percentages)

Provision for income taxes

The provision for income taxes amounted to approximately $0.2 million for the three months ended March 31, 2025 and 2024, respectively, and our effective tax rate was approximately (0.1)% and (1.4)%, respectively.

The provision for income taxes was approximately $0.0 million and $0.2 million for the three and six months ended June 30, 2025, respectively, and our effective tax rate was approximately (0.1)% and (0.1)%, respectively, as compared to approximately $0.1 million and $0.3 million of provision for income taxes, and effective tax rates of approximately (1.1)% and (1.0)%, during the three and six months ended June 30, 2024 respectively.

The effective income tax rate was primarily driven by the valuation allowance which is driven by the deferred tax assets arising from capitalized research and experimental expenditures and the net operating losses.

Net loss was approximately $147.8 million for the three months ended March 31, 2025 compared to a net loss of approximately $16.7 million for the three months ended March 31, 2024.

The increase in net loss for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily attributable to the $226.0 million change in fair value of convertible notes and warrant liabilities and the increase in loss from operations of $29.9 million, partially offset by the $116.5 million change in the fair value of earnout liabilities.

Net loss was approximately $29.6 million and $177.4 million for the three and six months ended June 30, 2025, respectively, compared to a net loss of approximately $12.2 million and $28.9 million for the three and six months ended June 30, 2024, respectively.

The increases in net loss for the three months ended June 30, 2025 of $17.4 million comparatively was primarily attributable to an increase in stock based compensation expense of $7.2 million, an increase in professional services of $1.8 million and an increase in the change in fair value of various instruments including convertible notes, warrant liabilities, earnout and unissued shares in the respective periods of $6.6 million.

The increase in net loss for the six months ended June 30, 2025 $148.5 million comparatively was primarily attributable to increase in stock based compensation expense of $9.1 million, an increase in professional services of $2.7 million and an increase in the change in fair value of various instruments including convertible notes, warrant liabilities, earnout and unissued shares in the respective periods of $107.9 million.

Non-GAAP Measures

Management utilizes earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for irregular or non-recurring items (“Adjusted EBITDA”), which are non-generally accepted accounting principles in the United States (“U.S.

GAAP”) financial measures (“non-GAAP measures”), to assess performance and make resource allocation decisions across its segments.

We believe these measures are valuable to management, investors and other users of our financial information.

EBITDA and Adjusted EBITDA are used to evaluate operating profitability on a more variable cost basis, as these measures exclude depreciation and amortization expenses primarily to capital expenditures and acquisitions from prior periods.

This facilitates a more direct comparison of our operating performance relative to competitors.

Adjusted EBITDA further assists us in evaluating performance consistently across periods by excluding the impact of certain items that we believe do not directly reflect our core operations and are therefore not considered in measuring ongoing performance.

Adjusted EBITDA is defined as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that are excluded from the Company's assessment of ongoing operating performance.

It is management's intent to provide non-GAAP financial information to enhance the understanding of Blaize’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP.

Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure.

We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess performance.

The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

All non-GAAP measures presented in this Quarterly Report are reconciled to their closest reported U.S.

GAAP measure.

Reconciliations of historical adjusted financial measures to corresponding U.S.

GAAP measures are provided below.

Adjusted EBITDA

The following reflects our EBITDA and Adjusted EBITDA:

Three Months Ended June 30,

Six Months Ended June 30,

(Amounts in thousands)

Depreciation and amortization

Provision for income taxes

Interest expense/(income), net

Stock-based compensation

Fair value changes and financing charges

Non-cash inventory cost realignment adjustments

Other adjustments (1)

Adjusted EBITDA

(1) Includes, but 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.

Liquidity and Capital Resources

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Our 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 inception of Blaize and through March 31, 2025, we have funded our operations primarily with cash flows from contributions from founders or other investors and other financing activities.

We have incurred recurring losses and negative cash flows since our inception, including a net loss of $147.8 million and $16.7 million for the three months ended March 31, 2025 and 2024, respectively.

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

Since the inception of Blaize and through June 30, 2025, we have funded our operations primarily with cash flows from contributions from founders or other investors and other financing activities.

We have incurred recurring losses and negative cash flows since our inception, including net losses of $29.6 million and $177.4 million for the three and six months ended June 30, 2025, respectively and $12.2 million and $28.9 million for the three and six months ended June 30, 2024, respectively.

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

Our ability to continue to meet our obligations, to achieve our business objectives and continue as a going concern is dependent upon several factors, including our revenue growth rate, the timing and extent of spending to support further sales and marketing initiatives as well as our research and development efforts.

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As a result of the above, in connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, we have determined that our liquidity condition raises substantial doubt about our ability to continue as a going concern through a year from the date that our unaudited condensed consolidated financial statements were available to be issued.

Cash flows for the three months ended March 31, 2025 and 2024

Cash Flows for the Six Months Ended June 30, 2025 and 2024

The following table summarizes our cash flows from operating, investing, and financing activities:

Three Months Ended March 31,

Six Months Ended June 30,

(Amounts in thousands)

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Cash flows used in operating activities

Net cash used in operating activities was $15.9 million during the three months ended March 31, 2025, compared to $7.4 million for the three months ended March 31, 2024.

The increase in cash used in operating activities was primarily due to an increase of $131.0 million in net loss and a decrease of $116.5 million in the fair value of our earnout share liabilities, partially offset by an increase of $217.9 million in the fair value of our convertible notes and warrant liabilities, an increase of $10.7 million in stock-based compensation, and a decrease of $8.5 million in prepaid expenses and other current assets.

Net cash used in operating activities was $32.4 million during the six months ended June 30, 2025, compared to $21.6 million for the six months ended June 30, 2024.

The increase in cash used was primarily due to an increase of $148.5 million in net loss, partially offset by an increase of $125.5 million in non-cash net income adjustments and an increase of $12.1 million in changes in operating assets and liabilities.

Cash flows used in investing activities

For the three months ended March 31, 2025 and 2024, we used $ 0.7 million and $0.2 million of cash to purchase property and equipment, respectively.

The increase of $0.5 million during the three months ended March 31, 2025 was primarily due to the licensing of software.

For the six months ended June 30, 2025 and 2024, we used $0.7 million and $0.1 million of cash to purchase property and equipment, respectively.

The increase was primarily due to the licensing of software.

Cash flows provided by financing activities

For the three months ended March 31, 2025, net cash provided by financing activities was $11.3 million, which primarily consisted of $15.9 million of proceeds from the Merger and PIPE financing, partially offset by the $4.5 million payment of deferred offering costs.

This compares to net cash provided by financing activities for the three months ended March 31, 2024 of $11.4 million, which primarily consisted of $11.5 million in proceeds from the issuance of secured convertible notes under the 2023 Note Purchase Agreement.

For the six months ended June 30, 2025, net cash provided by financing activities was $11.4 million, which primarily consisted of $15.9 million of proceeds from the Merger and PIPE financing, partially offset by the $4.3 million payment of deferred offering costs.

Net cash provided by financing activities for the six months ended June 30, 2024 was $105.9 million and primarily consisted of $110.7 million in proceeds from the issuance of secured convertible notes under the 2023 Note Purchase Agreement, partially offset by the payment of demand notes of $4.8 million.

Material Cash Requirements

As of March 31, 2025 and December 31, 2024, we had outstanding purchase orders and contractual obligations totaling $0.3 million and $0.2 million, respectively, to procure inventory.

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

As of June 30, 2025 and December 31, 2024, we had outstanding purchase orders and contractual obligations totaling $2.0 million and $0.2 million, respectively, to procure inventory.

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

We have 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.

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Furthermore, we accrue 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 demand, indicated that the value of the components many 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 loss on accrued purchase commitments equaled $0.6 million.

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

Off Balance Sheet Arrangements

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Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S.

Our condensed consolidated financial statements are prepared in accordance with U.S.

The preparation of these condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the applicable periods.

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Different assumptions and judgments would change the estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change the results from those reported.

See Note 2 to our condensed consolidated financial statements included in this Form 10-Q for a description of the significant accounting policies that we use to prepare our condensed consolidated financial statements.

See Note 2 to our condensed consolidated financial statements included in Part 1.

of this Quarterly Report for a description of the significant accounting policies that we use to prepare our condensed consolidated financial statements.

Recent Accounting Pronouncements

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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 2. Management’s Discussion and Analysis