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Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 482 added, 455 removed, 633 unchanged (60% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30,

As of September 30,

As of December 31,

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Cash and cash equivalents

Funds held in escrow

Accounts receivable, net

Accounts receivable - related party, net (Note 15)

Accounts receivable - related party, net

Prepaid expenses and other current assets

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Operating lease right-of-use assets

Liabilities and stockholders' deficit

Liabilities and stockholders’ equity (deficit)

Current liabilities:

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Accrued expenses and other current liabilities

Accrued expenses and other current liabilities - related party

Accrued loss on purchase commitments

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Operating lease liabilities, current

Working capital loan (Note 8)

Advances from related party (Note 8)

Warrant liabilities, current

Convertible notes, current

Working capital loan - related party

Advances from related party

Convertible notes

Total current liabilities

Operating lease liabilities

Earnout share liabilities

Other earnout shares

Other liabilities

Total liabilities

Commitments and contingencies (Note 14)

Stockholders' deficit:

Commitments and contingencies

Stockholders’ equity (deficit):

Common stock - $ 0.0001 par value;

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

600,000,000 and 136,562,809 shares authorized as of September 30, 2025 and December 31, 2024, respectively, and 106,754,588 and 48,376,052 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Shareholder note receivable

Accumulated deficit

Total stockholders' deficit

Total liabilities and stockholders' deficit

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

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

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

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

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Software revenue

Hardware revenue - related party (Note 15)

Software revenue - related party (Note 15)

Engineering services revenue - related party (Note 15)

Hardware revenue - related party

Software revenue - related party

Engineering services revenue - related party

Total revenue

Costs and expenses

Cost of revenue (exclusive of depreciation and amortization)

Cost of revenue

Operating expenses

Research and development

Selling, general and administrative

Selling, general and administrative - related party

Depreciation and amortization

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Debt financing charge on convertible notes

Loss on foreign exchange transactions

Gain (loss) on foreign exchange

Change in fair value of convertible notes

Change in fair value of warrant liabilities

Change in fair value of earnout share liabilities

Change in fair value of unissued shares

Change in fair value of warrants

Change in fair value of other earnout shares

Change in fair value of unissued shares of common stock

Change in fair value of committed equity facility

Total other expense, net

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Net loss per share - basic and diluted

Weighted average number of shares outstanding - basic and diluted

Weighted average shares outstanding - basic and diluted

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

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Redeemable Convertible

Common Stock Subject

Stockholder's Equity/(Deficit)

Stockholders’ Equity (Deficit)

Preferred Stock

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Treasury Stock

Shareholder Note

Total Stockholders’

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Paid-in Capital

Equity (Deficit)

Balance as of December 31, 2024

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Lapse of redemption

Exercises of stock options

Releases of restricted stock units

Common stock issued under the committed equity facility

Committed equity facility fee settled in common stock

Stock-based compensation

Balance as of June 30, 2025

Balance as of September 30, 2025

Redeemable Convertible

Common Stock Subject

Stockholder's Deficit

Stockholders’ Deficit

Preferred Stock

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Treasury Stock

Shareholder Note

Total Stockholders’

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Stock-based compensation

Balance as of June 30, 2024

Balance as of September 30, 2024

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

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THREE MONTHS ENDED JUNE 30, 2025 AND 2024

THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Redeemable Convertible

Common Stock Subject

Stockholder's Equity/(Deficit)

Stockholders’ Equity (Deficit)

Preferred Stock

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Treasury Stock

Shareholder Note

Total Stockholders’

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Paid-in Capital

Balance as of March 31, 2025

Equity (Deficit)

Balance as of June 30, 2025

Issuance of common stock to advisors

Increase in redemption value

Redemption of common stock subject to possible redemption

Lapse of redemption

Exercises of stock options

Releases of restricted stock units

Common stock issued under the committed equity facility

Committed equity facility fee settled in common stock

Stock-based compensation

Balance as of June 30, 2025

Balance as of September 30, 2025

Redeemable Convertible

Common Stock Subject

Stockholder's Deficit

Stockholders’ Deficit

Preferred Stock

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Treasury Stock

Shareholder Note

Total Stockholders’

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Paid-in Capital

Balance as of March 31, 2024

Balance as of June 30, 2024

Retroactive application of recapitalization

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Stock-based compensation

Balance as of June 30, 2024

Balance as of September 30, 2024

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands)

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Noncash lease expense

Debt financing charge on convertible notes

Stock-based compensation

Credit loss expense

Deferred income taxes

Change in fair value of unissued shares

Change in fair value of earnout share liabilities

Change in fair value of convertible notes

Change in fair value of warrant liabilities

Changes in operating assets and liabilities:

Accounts receivable, net

Accounts receivable - related party, net

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

Operating lease liabilities

Income taxes payable

Accrued loss on purchase commitments

Accrued compensation

Other liabilities

Net cash used in operating activities:

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Merger and PIPE financing, net of transaction costs

Funds held in escrow

Payment of deferred offering costs

Repayment of advances to related party

Repayment of advances from related party

Proceeds from issuance of common stock, net of financing charge on the committed equity facility

Payment of committed equity facility transaction costs

Repayment of short-term demand notes

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Total cash, cash equivalents and restricted cash

Supplemental cash flow disclosures:

Cash paid for income taxes

Cash paid for interest

Supplemental non-cash disclosures:

Property and equipment acquired in accounts payable and accrued expenses and other current liabilities

Capitalized deferred offering costs included in accounts payable and accrued expenses and other current liabilities

Issuance of warrants with convertible notes

Operating lease asset obtained in exchange for new operating lease liabilities

Issuance of common stock under committed equity facility

Issuance of common stock to advisors

Conversion of convertible notes to common stock

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Organization and Description of Business

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 three separate operating entities:

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

LTD (England).

Description of Business

Blaize designs and develops low-power, high-efficiency, programmable artificial intelligence (“AI”) edge computing hardware and software.

The Company leads a new generation of computing, which unleashes the potential of AI in order to enable significant increases in the value that technology delivers to improve the way people work and live.

Blaize offers transformative edge computing solutions for AI data collection and processing, with a focus on smart vision and other AI applications for the automotive, retail, security and industrial markets.

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, 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.

government announced a series of new tariff policies affecting imports from several countries, including China.

While these actions impact a range of global trade flows, the new tariffs targeting imports from China are the most significant for our business.

While the ultimate implications of the tariffs remain unclear, they could materially increase the Company's import costs and potentially lead to higher prices that reduce consumer demand.

The Company is monitoring the situation closely and is proactively evaluating strategies to mitigate the impact on its supply chain and margins.

These efforts include exploring alternative sourcing outside of China, working with our suppliers to manage cost increases, and implementing price increases.

These actions that we take may not fully offset the impact of tariffs and, as a result, our revenues, gross margins and overall financial performance may be materially impacted.

(together with its subsidiaries, “Blaize,” or the “Company”) is headquartered in El Dorado Hills, California.

The condensed consolidated financial statements of the Company, post-Merger (as defined below), include the accounts of the Company and its wholly owned subsidiaries.

Prior to the Merger, the Company’s condensed consolidated financial statements included that of Legacy Blaize, as defined below, and included the accounts of Legacy Blaize and its wholly owned subsidiaries.

The Company designs and develops low-power, high-efficiency, programmable artificial intelligence (“AI”) edge computing hardware and software, offering edge computing solutions for AI data collection and processing, with a focus on smart vision and other AI applications for the smart city, defense, retail and enterprise markets.

Merger and Reverse Recapitalization

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

On January 13, 2025 (the “Closing Date”), the Company consummated the transaction (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of 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.

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

Beginning on January 14, 2025, Blaize’s common stock and warrants trade on Nasdaq under the ticker symbols “BZAI” and “BZAIW”, respectively (see Note 3).

Beginning on January 14, 2025, Blaize’s common stock and warrants trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “BZAI” and “BZAIW”, respectively.

Accounting for the Merger

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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.

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

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

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.

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

Emerging Growth Company Status

The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”).

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.

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 its 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.

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.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Liquidity and Going Concern

The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations during the twelve months following the issuance of these condensed consolidated financial statements.

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 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.

Since the inception of the Company and through September 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 operating cash flows since its inception, including net losses of $ 203.6 million and $ 54.5 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the Company had cash and cash equivalents of $ 24.0 million, and an accumulated deficit of $ 632.9 million.

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

Riley Principal Capital II, LLC (“B.

Pursuant to the Committed Equity Facility, the Company has the right, but not the obligation, to sell to B.

Riley up to an aggregate of $ 50.0 million in gross proceeds of newly issued shares of the Company’s common stock, subject to certain conditions and limitations, which will be used to further support the Company’s growth strategy (see Notes 2, 6 and 13).

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.

In order to finance these opportunities, the Company will need to raise additional financing.

While there can be no assurances, the Company intends to raise such capital through issuances of additional debt and equity.

If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to it or at all.

If the Company is unable to raise additional capital when desired, its business, results of operations and financial condition would be materially and adversely affected.

In order to finance its operations, the Company will need to raise additional financing.

There can be no assurance that the Company will be able to raise additional financing.

As a result of the above, in connection with its 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 , management has determined that the Company’s liquidity condition raises substantial doubt about its ability to continue as a going concern through one year from the date that these condensed consolidated financial statements are issued.

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GAAP for complete financial statements.

The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year.

The accompanying unaudited interim condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented, and all significant intercompany balances and transactions have been eliminated in consolidation for all periods presented.

The Company has no other comprehensive income or loss, therefore net loss was equal to other comprehensive loss for all periods presented.

The re sults of operations of any interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year.

The unaudited interim condensed consolidated financial statements should be read in conjunction with Blaize, Inc.’s consolidated financial statements and accompanying footnotes included in the Company’s Form 8-K/A filed with the U.S.

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GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented.

Such estimates and assumptions include, but are not limited to, those related to revenue recognition, the allowance for credit losses, the net realizable value of inventory, the useful lives of long-lived assets, the incremental borrowing rate used in calculating operating lease right of use assets, the accounting for income taxes, the estimates used to evaluate the recoverability of long-lived assets, amortization method and periods for capitalized software, and the estimated fair values of convertible notes, warrant liabilities, earnout share liabilities, and common stock, and stock-based compensation expense.

Such estimates and assumptions include, but are not limited to, those related to revenue recognition, the allowance for credit losses, the net realizable value of inventory, the useful lives of long-lived assets, the incremental borrowing rate used in calculating operating lease right of use assets, the accounting for income taxes, the estimates used to evaluate the recoverability of long-lived assets, and the estimated fair values of historical convertible notes and legacy warrants, the Other Earnout Shares, the Committed Equity Facility, unissued shares of common stock, and stock-based compensation expense.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts such estimates and assumptions when facts and circumstances dictate.

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

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 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.

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

As of September 30, 2025 and December 31, 2024, the Company had cash and c ash equivalents balances in excess of domestic and international insurance limits of $ 23.1 million and $ 49.3 million, respectively.

As of September 30, 2025 , the Company held $ 3.8 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.

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

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 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).

As of September 30, 2025 and December 31, 2024, restricted cash o f $ 0.3 million was included within other assets on the condensed consolidated balance sheets.

Accounts Receivable, net

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These factors include but are not limited to a customer’s past payment performance, customer financial condition, general economic or industry conditions and disputes regarding the invoiced amount or the product or service rendered.

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 June 30, 2025 and December 31, 2024 .

Account balances are charged 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 September 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.

Deferred Offering Costs

Deferred offering costs consist of direct incremental legal, consulting and banking fees incurred from issuing securities.

The Company’s deferred offering costs primarily relate to offering costs associated with the Merger (see Note 3), as well as offering costs associated with future equity financing arrangements.

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 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.

Upon the consummation of the Merger, the related offering costs that had been capitalized were fully expensed within transaction costs on the condensed consolidated statement of operations during the nine months ended September 30, 2025 .

As of September 30, 2025, there was $ 0.2 million of capitalized deferred offering costs in relation to future equity financing arrangements, and as of December 31, 2024, there was $ 11.1 million of deferred offering costs in relation to the Merger, respectively, 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 and six months ended June 30, 2025 and 2024 , the Company did no t recognize any impairment expense related to its long-lived assets.

For the three and nine months ended September 30, 2025 and 2024, the Compa ny did no t re cognize any impairment expense related to its long-lived assets.

Embedded Derivative Evaluation

The Company evaluates the terms of its debt instruments to determine if any identified embedded features, including embedded conversion options or redemption features, are required to be bifurcated and accounted for separately as a derivative financial instrument.

The Company evaluates the terms of its debt instruments and other contracts to determine if those contracts or any identified embedded features, including embedded conversion options or redemption features, are required to be bifurcated and accounted for separately as a derivative financial instrument.

In circumstances where a host instrument contains more than one embedded derivative instrument, including a conversion option, that is required to be bifurcated, the bifurcated derivative instruments would be accounted for as a single, compound derivative instrument.

Any identified and bifurcated embedded derivatives are initially recorded at fair value and are revalued at each reporting date with changes in the fair value reported as non-operating income or expense.

Committed Equity Facility

The Company evaluated the Committed Equity Facility to determine whether it should be accounted for under ASC 815, Derivatives and Hedging (“ASC 815”) and concluded that it is an equity-linked contract that does not qualify for equity classification (see Notes 1, 6 and 13).

As a result, the Committed Equity Facility is considered to be a freestanding purchased put right and should be accounted for as a derivative with fair value accounting.

Changes in the fair value of the Committed Equity Facility will be recorded on the condensed consolidated statements of operations.

Additionally, the Company analyz ed the subsequent draws on the Committed Equity Facility and determined that each draw would be considered a forward contract and should be accounted for individually as derivatives with fair value accounting.

As of September 30, 2025, the forward contracts from subsequent draws on the Committed Equity Facility were insignificant.

Legacy Blaize Convertible Notes

Prior to the consummation of the Merger, the Company accounted for its convertible notes, some of which contained predominantly fixed rate conversion features under ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20), Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) and Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .

Prior to the consummation of the Merger, the Company accounted for its convertible notes, some of which contained predominantly fixed rate conversion features under ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .

The Company elected to account for its convertible notes at fair value at each period end pursuant to ASC 825, Financial Instruments wherein changes in the fair value were recorded as change in fair value of convertible notes in the condensed consolidated statements of operations.

The convertible notes were remeasured just prior to the date of the Merger, and upon the closing of the Merger, the convertible notes were fully converted into shares of common stock (see Note 3 and Note 5 ).

Legacy Blaize Warrant Liabilities

Legacy Warrants

Prior to the consummation of the Merger, the Company had issued freestanding warrants in connection with certain of its convertible debt agreements and preferred stock issuances which were recorded as current liabilities on the condensed consolidated balance sheets at their estimated fair value.

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 10).

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 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.

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.

Subsequently, management evaluated whether the Earnout Shares represented a derivative instrument pursuant to ASC 815, Derivatives and Hedging .

The Company concluded that the Earnout Shares under the arrangement resulted in liability classification pursuant to ASC 815-40.

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.

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 warrants 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 warrants were fully converted into shares of common stock .

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Earnout Shares

In connection with the Merger, Legacy Blaize shareholders and employee equity award holders (including holders of stock options and restricted stock units (“RSUs”) are entitled to receive up to 15,000,000 shares of common stock and Burkhan has the right to receive up to 2,600,000 shares of common stock.

(collectively, the “Earnout Shares”) (see Note 3).

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

Further, these Employee Earnout Shares have been determined to be equity classified and accordingly, will not be remeasured at each reporting date.

Earnout Shares issued to Burkhan and Legacy Blaize shareholders not within the scope of ASC 718 (the “Other Earnout Shares”), were evaluated by management under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815.

The Company determined that the Other Earnout Shares are freestanding and not liability-classified under ASC 480 but represented a structured forward contract pursuant to ASC 815, which resulted in liability classification (see Note 3 ).

Therefore, the Company considers the Other Earnout Shares a derivative liability and will remeasure the Other Earnout Shares at each reporting date, with changes in the fair value recorded on the condensed consolidated statements of operations.

Legacy Blaize Redeemable Convertible Preferred Stock

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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

The Company accounts for common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity .

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).

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.

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.

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, as well as each subsequent reporting period while the warrants are outstanding.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance, as well as each subsequent reporting period end while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance.

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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 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 September 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.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Revenue Recognition

The Company derives revenue from product sales, license and development arrangements, joint marketing arrangements and cloud services.

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers, in which it determines revenue recognition through the following steps:

The Company derives all its revenue from contracts with customers, including sales of hardware and software products and engineering services, all as further described below.

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”), in which it determines revenue recognition through the following steps:

Identify the contract with the customer.

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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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Allocate the transaction price to the performance obligations in the contract.

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”).

Recognize revenue when the company satisfies a performance obligation.

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer.

Revenue in respect of services, including nonrecurring engineering services or marketing services, is recognized over the contractual terms during which the Company provides services over period of time.

Hardware revenue is recognized at a point in time when the product is shipped.

The Company generates all its revenue from contracts with customers.

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.

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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.

The Company’s license and development arrangements entail revenue from the licensing of its intellectual property (“IP”) and also include revenue from engineering 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 Company measures progress to completion based on actual costs incurred to date as a percentage of the estimated total cost required to complete the project.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers.

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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:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

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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).

(1) Additions to deferred revenue and deferred revenue recognized during the three and nine months ended September 30, 2025 are from related parties (see Note 16 ).

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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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.

Cost of Revenue

Cost of revenue is primarily comprised of the cost of semiconductors purchased from contract manufacturers, 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 also includes direct labor costs when applicable.

There is no depreciation and amortization allocable to cost of revenue;

however, if such depreciation and amortization expense were to be incurred, it would be allocated to cost of revenue.

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

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Stock-Based Compensation

The Company recognizes the cost of employee, non-employee consultants and non-employee directors’ services received in exchange for awards of stock options based on the fair value of those awards at the date of grant over the requisite service period.

The fair value of stock options granted is determined using the Black-Scholes option-pricing model using various inputs, including Company estimates of expected stock price volatility, term, risk-free rate and future dividends.

The Company recognizes the cost of stock options granted to employees, consultants, and directors based on the fair value of those awards at the date of grant over the requisite service period.

The fair value of stock options granted is determined using the Black-Scholes option pricing model using various inputs, including Company estimates of expected share price volatility, term, risk-free rate and future dividends.

The Company has elected the simplified method to determine the expected term of the option grants.

The Company also grants RSUs to employees and non-employee consultants, which vest upon the satisfaction of both a service-based condition and a liquidity event condition, as defined.

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 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).

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

The Company also grants RSUs to employees, consultants, and directors which vest upon the satisfaction of a service-based condition.

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

Due to the Merger that occurred during the nine months ended September 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 14).

Forfeitures are recognized as they occur.

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This requires the reporting entity to develop its own assumptions that market participants would use in pricing the asset or liability.

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.

The carrying amounts of cash, accounts receivable (including from related parties), prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities (including to related parties), accrued compensation, accrued loss on purchase commitments, and working capital loans approximate their fair values due to their short-term maturities.

Foreign Currency

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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.

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

Concentration of Credit Risk

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

The Company’s cash accounts in a financial institution may at times exceed the Federal Depository Insurance coverage of $ 250,000 .

Investments in money markets are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

The Company’s cash accounts in a financial institution may at times exceed the FDIC insurance coverage of $ 250,000 .

Investments in money markets are not insured or guaranteed by the FDIC or any other government agency.

The Company is exposed to credit risk in the event of nonpayment by customers up to the amounts recorded on the consolidated balance sheets.

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

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.

The Company manages its accounts receivable credit risk through ongoing credit evaluation of the financial condition of its customers.

As of September 30, 2025 , two customers, one a related party (see Note 16 ), accounted for approximately 25 % and 65 % of 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.

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

The following table presents the Company’s significant customers:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

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Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities.

The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings.

The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed.

The Company applies the treasury stock method to determine the dilutive effect of potentially dilutive securities, including warrants, and the if-converted method to determine the dilutive effect of any potentially dilutive convertible securities.

The Company’s only participating securities for the three and nine months ended September 30, 2025 and 2024 are shares of the Company’s common stock, and any dividends declared on the common stock would be forfeitable if not vested.

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

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 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.

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

There are no potentially dilutive securities included in the Company’s diluted net loss per share calculation for the three and nine months ended September 30, 2025 and 2024, as the effect of any potentially dilutive security is anti-dilutive due to the net losses in those periods.

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

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The Company adopted this standard on January 1, 2025.

The adoption of this standard did not have an impact on the condensed consolidated financial statements.

The adoption of this standard did not have an impact on its condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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

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.

This guidance is effective for the Company for the year ended December 31, 2025.

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

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

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This ASU clarifies guidance on the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment.

This guidance is effective for Blaize beginning on January 1, 2026, and early adoption is permitted, although the Company does not plan to early adopt.

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 the Company beginning on January 1, 2026, and early adoption is permitted, although the Company does not plan to early adopt.

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

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures:

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rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the condensed consolidated financial statements.

This guidance is effective for Blaize beginning on January 1, 2027, and early adoption is permitted, although the Company does not plan to early adopt.

This guidance is effective for the Company beginning on January 1, 2027, and early adoption is permitted, although the Company does not plan to early adopt.

The Company is currently evaluating the impact of the adoption of this standard.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This ASU provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

This guidance is effective for the Company beginning on January 1, 2026, and early adoption is permitted, although the Company does not plan to early adopt.

The amendments in this ASU should be applied prospectively.

The Company is currently evaluating the impact of the adoption of this standard.

The Company does not believe that any other recently issued, not yet effective, accounting standards would have a material effect on the accompanying condensed consolidated financial statements, if adopted.

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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.

Upon the consummation of the Merger, BurTec h’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.

From December 31, 2024 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, collectively, 1,529,500 shares of Class A Stock (the “PIPE Shares”) at a price per share equal to $ 10.00 .

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Shareholder Note Receivable

Upon the consummation of the Merger, 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 common stock.

Immediately prior to the consummation of the Merger, BurTech LP, a related party, issued a secured promissory note and pledge agreement (the “Shareholder Note”) to BurTech in the principal amount of $ 8.8 million in exchange for 750,000 shares of 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.

The Shareholder Note bears interest at 7.0 %, compounded 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.

During the three and nine months ended September 30, 2025, payments of zero and $ 0.2 million, respectively, were made under the Shareholder Note.

As of September 30, 2025, the outstanding principal of the Shareholder Note was $ 8.6 million, included in additional paid-in capital on the condensed consolidated financial statements.

Non-Redemption Agreements

On December 31, 2024 and through January 13, 2025, BurTech, BurTech LP and Legacy Blaize entered into Non-Redemption Agreements with several unaffiliated stockholders of BurTech (each, an “Investor”) who agreed not to redeem (or validly rescind any redemption requests on) their shares of common stock (“Non-Redeemed Shares”).

These Non-Redeemed Shares were exchanged for shares of the Company's common stock and are held in a separate escrow account.

These Non-Redeemed Shares were exchanged for shares of the Company’s comm on stock and are held in a separate escrow account.

In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Company and BurTech LP agreed to guarantee that each Investor receives a return of $ 1.50 per Non-Redeemed Share above the initial $ 11.57 per share (for a total redemption value of $ 13.07 per Non-Redeemed Share) held in the related cash escrow account if the Investor sells the Non-Redeemed Shares in the open market.

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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 Co mpany did not recognize a non-redemption liability as of the Closing Date or June 30, 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 six months ended June 30, 2025:

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

(Amounts in thousands)

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Net cash proceeds from Merger

Earnout share liabilities

Other earnout shares

Non-cash net liabilities assumed from BurTech

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Common stock immediately after the Merger

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

The number of Legacy Blaize shares was determined as follows:

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Conversion of convertible notes

Net exercise of warrants

Net exercise of legacy warrants

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

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 .

Earnout Share Arrangements

Legacy Blaize shareholders, Legacy Blaize employee equity award holders (including stock options and RSUs) and Burkhan are entitled to Earnout Shares in four tranches upon the occurrence of four separate Triggering Events (defined below), if they occur between January 13, 2025 and January 13, 2030 (the “Earnout Period”).

The Triggering Events are driven by whether the Company’s 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 the Company's common stock price is greater than or equal to $ 12.50 per share, 3,750,000 Earnout Shares will be issued;

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

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

• 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 (“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.

• If the price of the Company’s common stock is greater than or equal to $ 12.50 per share, 3,750,000 Earnout Shares to Legacy Blaize shareholders and Legacy Blaize employee equity award holders and 650,000 Earnout Shares to Burkhan will be issued;

• If the price of the Company’s common stock is greater than or equal to $ 15.00 per share, an additional 3,750,000 Earnout Shares to Legacy Blaize shareholders and Legacy Blaize employee equity award holders and an additional 650,000 Earnout Shares to Burkhan will be issued;

• If the price of the Company’s common stock is greater than or equal to $ 17.50 per share, an additional 3,750,000 Earnout Shares to Legacy Blaize shareholders and Legacy Blaize employee equity award holders and an additional 650,000 Earnout Shares to Burkhan will be issued;

• If the price of the Company’s common stock is greater than or equal to $ 20.00 per share, an additional 3,750,000 Earnout Shares to Legacy Blaize shareholders and Legacy Blaize employee equity award holders and an additional 650,000 Earnout Shares to Burkhan will be issued (each a “Triggering Event” and collectively, the “Triggering Events”).

Employee Earnout Shares

Company employees entitled to receive 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 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.

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

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

The requisite service condition is the period of time it takes to achieve all four market conditions.

As this is not explicitly stated in the earnout arrangement, the service period is implied from the expected period over which the shares are expected to achieve the market condition.

As this is not explicitly stated in the earnout arrangement, the service period is implied from the expected perio d over which the shares are expected to achieve the market condition.

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.

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.

During the three and nine months ended September 30, 2025 , the Company recorded $ 3.8 million and $ 11.4 million, respectively, in stock-based compensation expense related to the Employee Earnout Shares.

During the three and nine months ended September 30, 2025 , 182,180 and 237,669 Employee Earnout Shares, respectively, were forfeited due to employee terminations.

As of September 30, 2025 , there was $ 68.6 million of to tal unrecognized compensation cost related to the Employee Earnout Shares.

Other Earnout Shares

The fair value of the derivative liability associated with the Other Earnout Shares is dependent upon, among other things, changes in the closing share price of the Company’s common stock and the probability of each Triggering Events being achieved.

As certain inputs are not observable in the market, the Other Earnout Shares are classified as a Level 3 instrument within the fair value hierarchy (see Note 5 ).

The Company adjusts the previous fair value of the Other Earnout Shares at each reporting period based on changes to the Company’s expected share price volatility, as well as other factors which impact the Company’s expectation of settlement timing and achieving the Triggering Events.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Disaggregation of Revenue

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

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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 June 30, 2025

As of September 30, 2025

(Amounts in thousands)

Government money market funds

Committed equity facility

Total assets, measured at fair value

Unissued common stock liability

Earnout share liabilities

Unissued shares of common stock

Other earnout shares

Total liabilities, measured at fair value

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Pay-to-Play convertible notes

Warrant liabilities

Legacy warrants

Total liabilities, measured at fair value

Level 1 instruments consisted of U.S.

Government treasury securities, U.S.

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.

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.

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:

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Level 1 instruments consisted of mutual funds, U.S.

Government money market funds and U.S.

Government treasury securities, because they were valued using quoted prices in active markets and can be redeemed on any business days with an intermediary.

Additionally, the accrued liability associated with unissued shares of common stock due to advisors of the Company under service contracts is included as a Level 1 instrument in accrued expenses and other current liabilities on the condensed consolidated balance sheet as of September 30, 2025, as it uses the Company’s share price as of period end for remeasurement.

Level 3 instruments consist of the Other Earnout Shares (see Note 3), the day-one put right and subsequent-draw forward contracts associated with the Committed Equity Facility (see Notes 6 and 13) as well as the historical convertible notes and legacy warrants.

Changes in the fair value measurement of Level 3 instruments are related to unrealized gains (losses) resulting from the remeasurement of the historical convertible notes and legacy warrants (see Notes 9 and 10), the unissued shares of common stock, the Other Earnout Shares, and the Committed Equity Facility (see Notes 6 and 13).

The respective changes for remeasurement are reflected in the change in fair value of convertible notes, change in fair value of warrants, change in fair value of the other earnout shares and change in fair value of committed equity facility in the condensed consolidated statements of operations.

The change in the fair values of the Company’s Level 3 instruments during the three and nine months ended September 30, 2025 and 2024, were as follows:

(Amounts in thousands)

Committed equity facility

Pay-to-Play convertible notes

2023 convertible notes

Warrant liabilities

Earnout share liabilities

Legacy warrants

Other earnout shares

Balance as of December 31, 2024

Issuance of earnout share awards

Issuance of other earnout shares

Committed equity facility - day one put option

Committed equity facility - drawdown forward contracts

Change in estimated fair value

Conversion to common stock

Balance as of June 30, 2025

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

Balance as of September 30, 2025

(Amounts in thousands)

Committed equity facility

Pay-to-Play convertible notes

2023 convertible notes

Warrant liabilities

Earnout share liabilities

Balance as of March 31, 2025

Change in estimated fair value

Legacy warrants

Other earnout shares

Balance as of June 30, 2025

Committed equity facility - day one put option

Committed equity facility - drawdown forward contracts

Change in estimated fair value

Balance as of September 30, 2025

(Amounts in thousands)

Committed equity facility

Pay-to-Play convertible notes

2023 convertible notes

Earnout share liabilities

Legacy warrants

Other earnout shares

Balance as of December 31, 2023

Issuance of 2023 convertible notes and related warrants

Issuance of pre-funded common stock warrants

Issuance of common stock warrants

Change in estimated fair value

Balance as of June 30, 2024

Balance as of September 30, 2024

(Amounts in thousands)

Committed equity facility

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

Legacy warrants

Other earnout shares

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 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).

Change in estimated fair value

Balance as of September 30, 2024

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

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

The Company does not use derivatives to manage financial risks or as an economic hedge.

The Company’s derivatives are comprised of the structured forward contract related to the Other Earnout Shares (see Notes 2, 3 and 5), the day-one put option and the subsequent forward contracts related to the Committed Equity Facility (see Notes 5 and 13).

The Other Earnout Shares, issued upon the consummation of the Merger, were determined to represent a freestanding structured forward contract as the Other Earnout Share were issued for nominal or no apparent consideration, and contain the essential characteristics inherent in a derivative instrument, including an underlying security, a notional amount, and a mechanism for net settlement, as the terms provide for the delivery of a variable number of shares of the Company’s common stock, or equivalent value, based on changes in the underlying market price.

The Committed Equity Facility, upon execution on July 14, 2025, was considered a freestanding purchased put right, and each draw on the Committed Equity Facility is considered an embedded forward contract.

The put right was issued for nominal or no apparent consideration, and has the essential characteristics inherent in a derivative instrument of a notional amount, an underlying security, and a mechanism for net settlement.

The derivative asset related to the forward contracts embedded within the Committed Equity Facility is included within prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 2025.

Inventories consist of the following:

As of June 30,

As of September 30,

As of December 31,

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Total inventories

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

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”).

During the three and nine months ended September 30, 2025 , the Company recorded provision for income taxes of less than $ 0.1 million and $ 0.2 million, respectively, which represented effective tax rates of ( 0.1 )% and ( 0.1 )%, respectively, while during the three and nine months ended September 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 ( 0.2 )% and ( 0.6 )%, respectively.

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

federal statutory rate of 21.0 % due to a full valuation allowance.

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

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.

The Company is in the process of evaluating the impact of OBBBA on its 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.

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.

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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 investor's converted common stock remains as converted common stock for that portion equal to the shortfall in its pro-rata contribution.

To the extent that an eligible existing investor purchased P2P Notes representing less than its pro rata portion of the Insider Amount, such investor’s converted common stock remained 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.

In November 2023, the Company entered into an Exchange Agreement with eligible common shareholders, as defined, whereby each participating eligible common shareholder received a P2P Note, subject to the same terms as existing P2P Notes with the exception that the P2P Notes issued to these common shareholders did not include the right to receive P2P Warrants.

Proceeds received under the Offering totaled $ 0.1 million.

Proceeds received under the Exchange Agreement totaled $ 0.1 million.

Upon the consummation of the Merger, as provided by the terms of the P2P notes, the outstanding P2P Notes were converted, at the discretion of the holders, to shares of common stock (see Note 3).

8 unchanged sentences

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

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 distributees were not required to execute any lock-up or similar agreement restricting transfer or disposition of all shares of the Company ’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.

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 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.

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Such loan may, at BurTech LP’s discretion, be converted into shares of common stock, the number of shares of which will be determined by dividing the sum of the outstanding principal amount by $ 10.00 .

The Working Capital Loan will not bear interest and will be repayable, if not converted or repaid on the effective date of the Merger.

The Working Capital Loan will not bear interest and will be repayable, if not converted or repaid on the effective date of the Mer ger.

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

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

Advances from Related Party

2 unchanged sentences

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

In connection with the Company's various historical debt and equity financing arrangements, the Company issued convertible preferred stock warrants to purchase shares of its various series of convertible preferred stock.

The convertible preferred stock warrants were classified as liabilities, with changes in fair value recorded through earnings, as the underlying convertible preferred shares can be redeemed by the holders of these shares upon the occurrence of certain events that are outside of our control.

As of December 31, 2024, the Company had outstanding warrant liabilities of $ 14.7 million.

As of September 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 Warrants

In connection with the Company’s various historical debt and equity financing arrangements, the Company had previously issued convertible preferred stock warrants to purchase shares of its various series of convertible preferred stock.

The convertible preferred stock warrants were classified as liabilities, with changes in fair value recorded through earnings, as the underlying convertible preferred shares could be redeemed by the holders of these shares upon the occurrence of certain events that were outside of the Company’ s control.

As of December 31, 2024, the Company had liabilities of $ 14.7 million related to outstanding warrants.

Immediately prior to the consummation of the Merger, each issued and outstanding convertible preferred stock warrant to purchase Legacy Blaize convertible preferred stock converted into a warrant to purchase shares of common stock (see Note 3), with each warrant subject to the same terms and conditions as were applicable to the original warrant and having an exercise price and number of shares of common stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement (the “Private Warrants Conversion”).

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.

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

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

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

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

Public and Private Warrants

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

Each warrant entitles the holder to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustments as described herein.

3 unchanged sentences

• at a price of $ 0.01 per warrant;

• upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “ 30 -day redemption period”) to each warrant holder;

• upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder;

• 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;

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

If the Company calls the warrants for redemption, as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”, as described below, by (y) the fair market value.

If the Company calls the warrants for redemption, as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (i) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”, as described below, by (ii) the fair market value.

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 they 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 that the Company may 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 Merger , 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 and six months ended June 30, 2025 was approximately $ 42 thousand and $ 54 thousand, respecti vely.

The compensation expense recognized during the three and nine months ended September 30, 2025 was de minimis.

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

10 unchanged sentences

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 June 30,

Six Months Ended June 30,

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

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

Total lease costs

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 September 30, 2025, the Company’s operating leases had a weighted average remaining lea se term of 2.5 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:

Six Months Ended June 30,

Nine Months Ended September 30,

(Amounts in thousands)

1 unchanged sentence

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

Right-of-use assets obtained in exchange for lease liabilities

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

(Amounts in thousands)

As of June 30, 2025

As of September 30, 2025

Total future lease payments

2 unchanged sentences

Operating lease liabilities, current

Total operating lease liabilities, non-current

Operating lease liabilities

Redeemable Convertible Preferred Stock Prior to the Merger

Under the terms of the December 12, 2022 Amended and Restated Certificate of Incorporation, the Company introduced “Shadow Preferred” classes of stock.

Under the terms of its December 12, 2022 Amended and Restated Certificate of Incorporation, the Company introduced “Shadow Preferred” classes of stock.

A Shadow Preferred class of stock was created for each series of preferred stock outstanding prior to the conversion.

2 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 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.

As of September 30, 2025 and December 31, 2024 , there were 600,000,000 and 136,562,809 shares of common stock authorized, respectively, and 106,754,588 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.

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

2 unchanged sentences

Shares of common stock reserved for issuance are as follows:

As of June 30,

As of September 30,

As of December 31,

Stock options

Earnout shares

Common stock warrants

Public warrants

Private warrants

Common stock warrants

Earnout shares

Unissued shares of common stock (1)

Incentive stock options and restricted stock units

Employee stock purchase plan shares available for future purchase

Equity awards available for future issuance (1)

Legacy warrants

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

(1) As of September 30, 2025, includes 32,000 shares of vested RSUs due to an advisor to satisfy an outstanding liability, which will be issued from the 2025 Equity Incentive Plan.

Half of these awards were issued in exchange for shares of common stock due to the same advisor in prior periods.

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

Committed Equity Facility

On July 14, 2025, the Company entered into the Committed Equity Facility and a Registration Rights Agreement with B.

Riley (see Note 1).

Pursuant to the Committed Equity Facility, the Company has the right, but not the obligation, to direct B.

Riley to purchase newly issued common shares of common stock up to an aggregate value of $ 50.0 million over a defined 36-month period.

The total aggregate shares issued to B.

Riley under the Committed Equity Facility cannot exceed 20,326,316 , representing 19.99 % of the aggregate number of shares issued and outstanding immediately prior to the execution of the Committed Equity Facility, without prior stockholder approval.

Provided that the closing price of the Company ’ s common stock on the trading day immediately prior to each purchase is greater than $ 1.00 per share and all prior purchases between the parties are finalized, the Company has the right to sell shares of its common stock to B.

Riley in distinct individual transactions (each a “Purchase”).

The total number of shares to be issued per Purchase may not exceed 1,000,000 shares and will be further limited by a calculated percentage, not to exceed 25 %, of the total aggregate trading volume during a defined period of time applicable to each Purchase.

The Committed Equity Facility establishes the purchase price per share as 0.97 of the volume-weighted average price ( “VWAP” ) of the common stock for the defined period applicable to each Purchase, with 0.03 of the VWAP as commission to B.

Riley, and excluding specific transactions outlined in the Committed Equity Facility.

All such calculations are subject to adjustment for any stock dividend, stock split, stock combination, recapitalization or other similar transactions.

Pursuant to the Registration Rights Agreement entered into with B.

Riley, 20,326,158 shares of common stock have been registered to permit the subsequent resale of shares purchased under the Committed Equity Facility.

The Company controls the timing and amount of any sales to B.

Riley, which depends on a variety of factors including, among other things, market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources of funding for its business and operations.

Riley’s obligation to purchase shares is subject to certain conditions.

In all instances, the Company may not sell shares of its common stock under the Committed Equity Facility if it would result in B.

Riley beneficially owning more than 4.99 % of its common stock at any one point in time prior to the execution of the agreement without prior stockholder approval.

The Committed Equity Facility will automatically terminate on the earlier of (i) one day after the 36-month anniversary of the Commencement Date, (ii) the date on which B.

Riley shall have purchased the shares of common stock for an aggregate purchase price of $ 50.0 million or (iii) various other dates associated with events as set forth in the agreement.

Neither the Company nor B.

Riley may assign or transfer any of their respective rights or obligations under the Committed Equity Facility or the Registration Rights Agreement.

No provision of the Committed Equity Facility or the Registration Rights Agreement may be modified or waived by either party.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

At inception, the Company evaluated the Committed Equity Facility and determined that it was not indexed to the Company’s shares of common stock and, therefore, measures the derivative asset associated with the Committed Equity Facility at fair value based on the consideration transferred to B.

Riley in exchange for its irrevocable commitment to purchase up to $ 50.0 million in shares of the Company’s common stock.

The derivative asset is revalued at each reporting date with changes in the fair value reported as non-operating income or expense (see Notes 5 and 6).

The fair value associated with the Committed Equity Facility is dependent upon, among other things, changes in the closing share price of the Company’s common stock, the quantity and purchase price of shares sold under the agreement during the reporting period, the unused funding capacity and the cost of raising other forms of capital.

As certain inputs are not observable in the market, the derivative asset is classified as a Level 3 instrument within the fair value hierarchy.

The Company adjusts the previous fair value estimate of the Committed Equity Facility at each reporting period end based on changes in the weighted average purchase price of shares purchased by B.

Riley during the period, the unused capacity available, expected share price volatility, and other macroeconomic factors which impact the cost of raising comparable forms of capital.

The Company incurred costs associated with the Committed Equity Facility totali ng $ 0.4 million, of whi ch $ 0.2 million was in cash, representing 0.5 % of B.

Riley’s $ 50.0 million total aggregate purchase commitment under the Committed Equity Facility, and $ 0.2 million in fair value related to the issuance of 83,353 shares of common stock.

The total consideration paid to B.

Riley of $ 0.4 million was recognized on day one as a derivative asset with subsequent change in fair value reflected in the condensed consolidated statement of operations.

During the three and nine months ended September 30, 2025, the Company settled a total of 5,673,734 shares of the Company’s common stock, sold to B.

Riley under this agreement, for net proceeds of $ 20.0 million.

The VWAP of shares purchased by B.

Riley ranged from $ 3.14 to $ 4.07 per share during the three and nine months ended September 30, 2025.

Based on the September 30, 2025 closing share price of our common stock of $ 3.45 and $ 30.0 million of unused capacity under the Committed Equity Facility as of September 30, 2025, the Company would expect to sell only an additional 8,409,939 of its total 14,652,582 remaining registered shares av ailable for purchase under the Committed Equity Facility.

Total commission expense of $ 0.6 million was recognized as a financing charge within “other, net” on the condensed consolidated statement of operations during the three and nine months ended September 30, 2025.

The Company had no commission expense during the three and nine months ended September 30, 2024, as the Committed Equity Facility was entered into during 2025.

Stock-Based Compensation

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

2 unchanged sentences

Equity Award Plans

In January 2025, the Company’s board of directors approved, and the Company adopted the 2025 Incentive Award Plan (the “2025 Incentive Plan”), replacing the historical 2011 Amended Stock Plan.

The 2025 Incentive Plan became effective on January 13, 2025.

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.

In January 2025, the Board of Directors approved, and the Company adopted the 2025 Incentive Award Plan (the “2025 Incentive Plan”), replacing the historical 2011 Equity Incentive Plan (“2011 Amended Stock Plan”).

The 2025 Incentive Plan provides for the grant of stock options (both incentive stock options and non-qualified stock options), stock appreciation right s, 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.

As of September 30, 2025, the total number of authorized shares available under the 2025 Incentive Plan is 30,500,000 .

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.

For ISOs granted to a person whom, at the time of the grant, owns stock representing more than 10 % of the total combined voting power of all classes of our stock, the per share exercise price must be no less than 110 % of the fair value on the date of the grant as determined by the Board.

For ISOs granted to a person who, at the time of the grant, owns stock representing more than 10 % of the total combined voting power of all classes of the Company’s stock, the per share exercise price must be no less than 110 % of the fair value on the date of the grant as determined by the Board of Directors.

The Company recognizes compensation expense for service-based options on a straight-line basis over the requisite service period of all employees or non-employees, which is the award’s vesting term, generally over four years .

The Company accounts for forfeitures when they occur.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

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.

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.

During the nine months ending September 30, 2025, the Company commenced the granting of equity awards under the 2025 Incentive Plan.

As of September 30, 2025, 20,223,481 sha res of common stock were reserved for issuance under the 2025 Incentive Plan.

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

However, the 2011 Amended Plan continues to govern the terms and conditions of the outstanding awards granted under it.

Shares of common stock subject to the awards granted under the 2011 Plan that cease to be subject to such awards by forfeiture or otherwise after the termination of the 2011 Amended Plan will be retired and no longer be available for issuance.

Under the 2011 Amended Plan, we issued RSUs, which vested upon the satisfaction of both the service-based condition and a liquidity event condition.

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

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.

Under the 2011 Amended Plan, the Company had previously issued RSUs, which vested upon the satisfaction of both the service-based condition and a liquidity event condition.

The liquidity event condition for the RSUs was satisfied upon the occurrence of a qualifying event, defined specifically in the equity documents, and generally referred 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 vested) 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.

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A summary of stock option activity is as follows:

exercise price

(in thousands)

(Value in thousands, life in years)

Number of options

Weighted average exercise price

Weighted average remaining contractual life

Aggregate intrinsic value

Outstanding as of December 31, 2024

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.

Outstanding as of September 30, 2025

Vested and expected to vest as of September 30, 2025

Exercisable as of September 30, 2025

As of September 30, 2025, there was $ 15.9 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.8 years.

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

The determination of the fair value of stock options on the grant date is affected by the estimated underlying common stock price, as well as assumptions regarding a number of complex and subjective variables.

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 six months ended June 30, 2025.

The determination of the fair value of stock options on the grant date is affected by the estimated closing share price of the Company’s common stock, as well as assumptions regarding a number of complex and subjective variables.

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

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

During the three and nine months ended September 30, 2025, the grant date fair value of the stock options granted was $ 2.05 per share.

The fair value of the options issued was determined using the Black-Scholes option pricing model, using the following inputs:

Three and Nine Months Ended September 30, 2025

Weighted average exercise price (per share)

Risk-free rate

Expected life (in years)

Expected volatility rate

Dividend yield rate

During the three months ended September 30, 2025, the Company accelerated the vesting associated with 388,988 outstanding options resulting in $ 1.1 million of incremental stock based compensation expense.

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

Number of RSUs (1)

average grant

date fair value

Weighted average grant date fair value

Balance as of December 31, 2024

Balance as of June 30, 2025

Balance as of September 30, 2025

(1) As of September 30, 2025, 1,973,365 of the RSUs have vested but have not yet been issued to the award holders.

As no conditions remain in order for these shares of common stock to be issuable, these awards have been included in the weighted average shares outstanding calculation for purposes of earnings per share (see Note 18 ).

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

The liquidity event condition was only satisfied on the consummation of a liquidity event, such as an IPO, which was not determinable or probable as of December 31, 2024.

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 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

In January 2025, the Company’s board of directors adopted the 2025 Employee Stock Purchase Plan (the “2025 ESPP” ) that became effective upon the date of the de-SPAC in order to enable eligible employees to purchase shares of common stock with accumulated payroll deductions.

The 2025 ESPP is intended to qualify under Section 423 of the Internal Revenue Code, as amended.

Under the 2025 ESPP, eligible employees are offered the option to purchase share of common stock at a discount over a series of offering periods.

Each offering period may consist of one or more purchase periods.

The liquidity event condition was satisfied on the consummation of the liquidity event, and effective with the consummation of the Merger, the Company recognized $ 3.9 million in stock-based compensation expense associated with the vesting of the outstanding RSUs (see Note 3).

As of September 30, 2025 , there was $ 20.7 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.7 years.

Employee Stock Purchase Plan

In January 2025, the Board of Directors adopted the 2025 Employee Stock Purchase Plan (the “2025 ESPP”) in order to enable eligible employees to purchase shares of common stock with accumulated payroll deductions.

Under the 2025 ESPP, eligible employees will be able to purchase share of common stock at a discount over a series of offering periods, which may consist of one or more purchase periods.

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 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.

As of September 30, 2025 , 3,047,669 shares of common stock were reserved for issuance pursuant to the 2025 ESPP, and no shares of stock had been purchased by employees as the Company had not commenced the 2025 ESPP.

Commitments and Contingencies

Purchase Commitments

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

As of September 30, 2025, the Company had outstanding purchase orders and contractual obligations tot aling $ 0.5 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.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

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

The Company purchased inventories due to this obligation as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

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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 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.

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

Legal Proceedings

From time to time, the Company may become involved in claims or other legal matters arising in the ordinary course of business.

The Company records accruals for outstanding legal proceedings when it is probable a liability will be incurred, and the amount of loss can be reasonably estimated.

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 .

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

Jefferies seeks $ 3,500,000 for its fees, as well as $ 500,000 in expense reimbursement, as well as pre-and post-judgment interest and attorneys’ fees and legal costs incurred in connection with the lawsuit.

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

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.

The resolution of this matter could differ materially from the amount currently recorded.

The Company continues to evaluate the matter as it progresses and will adjust the estimated liabilities if and when additional information becomes available that indicates a different outcome is probable and reasonably estimable.

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 $ 4.5 million contingent upon the closing of the Merger and for reimbursement of expenses up to $ 0.5 million.

On April 7, 2025, Jefferies commenced a lawsuit against the Company, as successor to BurTech, in the Supreme Court of the State of New York, County of New York, asserting that, pursuant to the Jefferies Engagement Letter, it is entitled to payment of the amounts described above, along with pre- and post-judgment interest and legal costs and seeking summary judgment in lieu of complaint.

On September 4, 2025, the court denied Jefferies’s motion for summary judgment, and on September 19, 2025, Jefferies filed a complaint.

The Company has engaged counsel and intends to vigorously defend this matter.

In accordance with ASC 450 - Contingencies , the Company has recorded estimated liabilities as a maximum potential of contingent exposure in this matter of $ 5.0 million as of September 30, 2025, of which $ 4.0 million is included in accounts payable and $ 1.0 million is included in accrued expenses and other current liabilities.

Advisor Agreements

In October through December of 2024, the Company entered into various advisor agreements related to business development and strategy, and for new revenue contracts in new geographical markets.

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.

Compensation for services, pending approval by the 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.

During the three months ended September 30, 2025, the Company released the advisor restricted stock units which had vested under the terms of the agreements (see Note 14).

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).

Under the terms of the agreement, at the Company’ s discretion, the advisory fee of $ 0.8 million is to be paid in the form of (i) cash and (ii) cash or a combination of cash and shares of common stock of common stock at a price of $ 10.00 per share at various dates in 2025.

The finder’s fee, equal to a specified percentage of the trust value of our shares held by investors introduced by the advisor, is to be paid fifty percent in cash and fifty percent in shares of common stock at a price of $ 10.00 per share, concurrent with the close of the Merger.

The finder’s fee, equal to a specified percentage of the trust value of the Company ’s shares held by investors introduced by the advisor, is to be paid fifty percent in cash and fifty percent in shares of common stock at a price of $ 10.00 per share, concurrent with the close of the Merger.

The Company recognized $ 0.6 million associated with the contract as deferred offering costs and accrued liabilities for the year ended December 31, 2024.

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 .

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 the Company 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 shares.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

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”).

In July 2025, the Company released the 769,231 shares of common stock due under the advisory agreement.

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.

Prior to the expiration of the Lock-Up Period, the advisor may sell the common stock shares back to the Company 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.

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.

1 unchanged sentence

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.

On June 30, 2025, the Company entered into a Sales Partner Referral Agreement (the “Referral Agreement”) with Burkhan LLC (the “Sales Partner”), an affiliated party.

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

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.

Sales commissions payable to the Sales Partner are negotiable, as further discussed, below.

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.

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.

This related party investor also has a representative serving on our Board of Directors.

Under the agreement, BST will purchase up to $ 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.

The Sales Partner will receive a commission, payable by the Company, of up to 10 %, depending on its gross margins under the purchase order, payable in cash or partially, at the Company ’s discretion, in shares of the Company’s common stock.

During the three and nine months ended September 30, 2025, pursuant to the Referral Agreement, t he Company recognized $ 1.3 million and $ 3.0 million, respectively, in revenue from sales to an affiliate of Burkhan, inclusive of sales commissions to Burkhan of $ 0.1 million and $ 0.3 million, respectively, which was reported as a reduction of revenue.

The sales commission payable was included in the accrued expense and other current liabilities - related party balance as of September 30, 2025.

As of September 30, 2025, there w as $ 3.4 millio n in accounts receivable that was due from an affiliate of Burkhan, while as of December 31, 2024 there were no amounts due from this customer.

Other Related Party Transactions and Balances

During the three months ended September 30, 2024, the Company recognized revenue of $ 0.8 million, approximately 97 % of total revenue, from sales to a minority stockholder, while d uring the nine months ended September 30, 2024, the Company recognized revenue of $ 1.5 million, approximately 98 % of total revenue, from sales to two minority stockholders.

In 2023, the Company 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 the Company ’s outstanding stock.

This related party investor also has a representative serving on the Company’s Board of Directors.

In accordance with the terms of the 2023 Convertible Note NPA, the investor also received 2023 Convertible Note Warrants for no additional consideration resulting in the allocation of proceeds between the 2023 Convertible Note and the 2023 Convertible Note Warrants (see Note 10).

2 unchanged sentences

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 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).

During the three and nine months ended September 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 nine months ended September 30, 2024 , the changes in fair value for the respective 2023 Convertible Note and 2023 Convertible Note Warrants equaled $ 0.3 million and $ 0.6 million, respectively, and immaterial and $( 0.4 ) million, respec tively (see Note 5).

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

In January 2023, one of the minority investors with which the Company had a prior rev enue arrangement, representing zero and approximately 21 % of total revenues for the three and nine months ended September 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 9 ).

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).

1 unchanged sentence

As of December 31, 2024, the related party P2P Note and P2 P Warrants approximated $ 4.2 million.

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 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).

Effective January 13, 2025, this 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 and nine months ended September 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 nine months ended September 30, 2024 , the change in fair value for the respective P2P Note and P2P Warrants was immaterial and $ 0.4 million, respectively, and immaterial and ($ 0.4 ) million, respectively (see Note 5).

In December 2022, one of the minority stockholders with which the Company had a prior revenue arrangement, representing approximately 97 % and 77 % of total revenues for the three and nine months ended September 30, 2024 , respectively, and 98 % of accounts receivable as of December 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 9 ).

The P2P Note and P2P Warrants held by the minority investor were subject to the adjustments in fair value.

1 unchanged sentence

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.

Pursuant to this promissory note, BurTech LP agreed to pay certain of the transaction expenses (as defined in the Merger Agreement) of BurTech.

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 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).

During the three and nine months ended September 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 nine months ended September 30, 2024 , the changes in fair value for this set of P2P Note and P2P Note Warrants were immaterial and $ 0.4 million, respectively and immaterial (see Note 5).

In January 2025, in connection with the consummation of the Merger, the Company signed the Shareholder Note (see Note 3).

During the three and nine months ended September 30, 2025 , the Company incurred zero and $ 0.5 million, respectively, of marketing expenses paid to a company owned by a direct family member of one of its minority stockholders and board of directors.

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

As of September 30, 2025, the Company had amounts due to related parties for a working capital loan and other advances (see Note 9 ).

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, 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.

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

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”) and as further adjusted (“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 it does not consider in its evaluation of ongoing operating performance from period to period.

Net loss is as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

3 unchanged sentences

Depreciation and amortization

Interest income/(expense), net

Interest income, net

Fair value changes and financing charges

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,

Other items (1)

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

BLAIZE HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

The following reflects the Company’s EBITDA and Adjusted EBITDA:

Three Months Ended September 30,

Nine Months Ended September 30,

(Amounts in thousands)

1 unchanged sentence

Provision for income taxes

Interest expense/(income), net

Interest income, net

Stock-based compensation

Fair value changes and financing charges

Transaction costs

Non-cash inventory cost realignment adjustments

1 unchanged sentence

Adjusted EBITDA

(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.

(1) “Other adjustments” includes, but is not limited to, other non-cash expenses, including foreign exchange gains and losses, and unusual or non-recurring expenses, including litigation expenses, financing advisory fees, and fines and penalties.

The Com pany believes that these expenses are not reflective of its ongoing operating performance and excluding these costs provides a more meaningful comparison of its results of operations over comparative 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 June 30, 2025

As of September 30, 2025

As of December 31, 2024

4 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

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

Weighted average number of shares outstanding, basic and diluted (1)

Weighted average shares outstanding, basic and diluted (1)

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.

(1) Three and nine months ended September 30, 2025 include 1,944,865 vested but unissued shares underlying awards of RSUs to employees and 28,500 vested RSUs but unissued shares underlying awards of RSUs to advisors.

The Company is contractually obligated to issue shares of common stock for all vested but unissued RSUs.

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.

2 unchanged sentences

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont.

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 June 30,

Six Months Ended June 30,

Redeemable convertible preferred stock

Three Months Ended September 30,

Nine Months Ended September 30,

Stock options

Restricted stock units

Legacy Blaize warrants

Earnout shares

Common stock warrants

1 unchanged sentence

Private warrants

Redeemable convertible preferred stock

Legacy warrants

Total potentially dilutive shares

Employee Benefit Plan

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 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 $ 0.3 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

The Company provides its employees in India an opportunity to participate in a long term defined benefits plan, and the liability the Company bears for providing this benefit is determined through an actuarial valuation at each reporting date.

The benefit plan provides for lump sum payments to vested employees on retirement, death while in service or on termination of employment for an amount equivalent to 15 days of basic salary for each completed year of service.

Vesting occurs upon completion of five years of service.

The present value of such obligation is determined by the projected unit credit method and adjusted for past service cost and fair value of plan assets as at the balance sheet date through which the obligations are to be settled.

The actuarial gain or loss on change in present value of the defined benefit obligation or change in return of the plan assets is recognized as an income or expense in the condensed consolidated statement of operations.

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

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:

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.

The Company has evaluated subsequent events through the date of issuance of these condensed consolidated financial statements and determined that the following subsequent events, other than those disclosed elsewhere in the condensed consolidated financial statements, are reportable:

Subsequent Sales of Securities Under the Committed Equity Facility

From October 1, 2025 through October 17, 2025, the Company settled an additional 2,736,587 shares of newly-issued common stock, sold to B.

Riley under the Committed Equity Facility, for net proceeds of $ 13.4 million.

As of the date of issuance of these condensed consolidated financial statements, the Company had settled a total of 8,410,321 share s of common stock, sold to B.

Riley under the Committed Equity Facility, for net proceeds of $ 33.4 million.

November 10, 2025 Private Placement

On November 10, 2025, t he Company and affiliates of Polar Asset Management Partners Inc.

(“Polar”) entered into a Securities Purchase Agreement (the “Polar Private Placement”).

Pursuant to the Polar Private Placement, the Company agreed to the direct sale of 9,375,000 shares of the Company’s common stock at a purchase price of $ 3.20 per share and the issuance of 9,375,000 warrants to purchase additional shares of the Company’s common stock, resulting in aggregate gross proceeds of approximately $ 30.0 million, before deducting offering expenses.

The warrants have a term of five years and are immediately exercisable, with an exercise price of $ 5.00 per share.

The Company intends to use the net proceeds from the Polar Private Placement for general corporate and working capital purposes.

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