Blaize Holdings, Inc. 10-Q

Item 1 . Financial Statements (Unaudited) BLAIZE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) As of September 30, As of December 31, (Amounts in thousands, except shares and per share amounts) 2025 2024 Assets Current assets: Cash and cash equivalents $ 24,001 $ 50,237 Accounts receivable, net 10,218 55 Accounts receivable - related party, net 3,363 — Inventories 8,782 8,561 Prepaid expenses and other current assets 8,418 14,837 Total current assets 54,782 73,690 Property and equipment, net 1,265 2,081 Deferred income tax assets 2,363 2,157 Operating lease right-of-use assets 1,692 1,773 Other assets 802 815 Total assets $ 60,904 $ 80,516 Liabilities and stockholders’ equity (deficit) Current liabilities: Accounts payable $ 15,112 $ 7,904 Accrued expenses and other current liabilities 10,537 11,996 Accrued expenses and other current liabilities - related party 384 — Accrued loss on purchase commitments 601 603 Accrued compensation 2,610 1,613 Income tax payable 2,518 2,109 Operating lease liabilities, current 678 578 Working capital loan - related party 1,500 — Advances from related party 2,857 — Warrants — 14,711 Convertible notes — 148,629 Total current liabilities 36,797 188,143 Operating lease liabilities 948 1,166 Other earnout shares 20,561 — Other liabilities 1,292 1,670 Total liabilities 59,598 190,979 Commitments and contingencies Stockholders’ equity (deficit): Common stock - $ 0.0001 par value; 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 11 5 Additional paid-in capital 634,154 318,783 Accumulated deficit ( 632,859 ) ( 429,251 ) Total stockholders’ equity (deficit) 1,306 ( 110,463 ) Total liabilities and stockholders’ equity (deficit) $ 60,904 $ 80,516 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents BLAIZE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands, except shares and per share amounts) 2025 2024 2025 2024 Revenue Hardware revenue $ 10,528 $ 23 $ 11,592 $ 28 Software revenue — — 300 — Hardware revenue - related party 1,124 — 2,486 — Software revenue - related party 215 — 478 — Engineering services revenue - related party — 758 — 1,525 Total revenue 11,867 781 14,856 1,553 Cost of revenue 10,091 476 11,222 1,039 Gross profit 1,776 305 3,634 514 Operating expenses Research and development 9,676 5,799 32,407 15,765 Selling, general and administrative 14,321 5,546 40,207 14,538 Selling, general and administrative - related party — — 455 — Depreciation and amortization 364 251 1,011 688 Transaction costs — 77 12,043 163 Total operating expenses 24,361 11,673 86,123 31,154 Loss from operations ( 22,585 ) ( 11,368 ) ( 82,489 ) ( 30,640 ) Other expense, net Debt financing charge on convertible notes — — — ( 464 ) Gain (loss) on foreign exchange ( 88 ) 31 ( 154 ) ( 62 ) Change in fair value of convertible notes — ( 15,398 ) ( 165,703 ) ( 25,921 ) Change in fair value of warrants — ( 90 ) ( 60,345 ) 1,255 Change in fair value of other earnout shares ( 3,798 ) — 105,463 — Change in fair value of unissued shares of common stock 56 — ( 244 ) — Change in fair value of committed equity facility ( 63 ) — ( 63 ) — Other, net 241 1,273 149 1,677 Total other expense, net ( 3,652 ) ( 14,184 ) ( 120,897 ) ( 23,515 ) Loss before income taxes ( 26,237 ) ( 25,552 ) ( 203,386 ) ( 54,155 ) Provision for income taxes 21 55 222 348 Net loss $ ( 26,258 ) $ ( 25,607 ) $ ( 203,608 ) $ ( 54,503 ) Net loss per share - basic and diluted $ ( 0.25 ) $ ( 1.47 ) $ ( 2.03 ) $ ( 3.12 ) Weighted average shares outstanding - basic and diluted 103,585,681 17,478,371 100,130,737 17,466,606 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents BLAIZE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) Redeemable Convertible Common Stock Subject Stockholders’ Equity (Deficit) Preferred Stock to Possible Redemption Common Stock Treasury Stock Additional Accumulated Total Stockholders’ (Amounts in thousands, except shares) Shares Amount Shares Amount Shares Amount Shares Amount Paid-in Capital Deficit Equity (Deficit) Balance as of December 31, 2024 34,712,525 $ 173,347 — $ — 13,663,527 $ — 96,887 $ — $ 145,441 $ ( 429,251 ) $ ( 283,810 ) Retroactive application of recapitalization ( 34,712,525 ) ( 173,347 ) — — 34,712,525 5 ( 96,887 ) — 173,342 — 173,347 Adjusted balance - beginning of period — — — — 48,376,052 5 — — 318,783 ( 429,251 ) ( 110,463 ) Conversion of convertible notes — — — — 31,433,259 3 — — 314,331 — 314,334 Net exercise of warrants — — — — 7,505,657 1 — — 75,056 — 75,057 Merger and PIPE financing — — 2,854,242 33,061 11,408,957 1 — — ( 126,165 ) — ( 126,164 ) Payment of shareholder note receivable — — — — — — — — 200 — 200 Issuance of common stock to advisors — — — — 873,486 — — — 2,538 — 2,538 Issuance of common stock warrants — — — — — — — — 167 — 167 Increase in redemption value — — — 603 — — — — — — — Redemption of common stock subject to possible redemption — — ( 2,800,489 ) ( 33,157 ) — — — — — — — Lapse of redemption — — ( 53,753 ) ( 507 ) 53,753 — — — 503 — 503 Exercises of stock options — — — — 15,080 — — — 18 — 18 Releases of restricted stock units — — — — 1,331,257 — — — — — — Common stock issued under the committed equity facility — — — — 5,673,734 1 — — 20,388 — 20,389 Committed equity facility fee settled in common stock — — — — 83,353 — — — 243 — 243 Stock-based compensation — — — — — — — — 28,092 — 28,092 Net loss — — — — — — — — — ( 203,608 ) ( 203,608 ) Balance as of September 30, 2025 — $ — — $ — 106,754,588 $ 11 — $ — $ 634,154 $ ( 632,859 ) $ 1,306 Redeemable Convertible Common Stock Subject Stockholders’ Deficit Preferred Stock to Possible Redemption Common Stock Treasury Stock Additional Accumulated Total Stockholders’ (Amounts in thousands, except shares) Shares Amount Shares Amount Shares Amount Shares Amount Paid-in Capital Deficit Deficit Balance as of December 31, 2023 34,712,525 $ 173,347 — $ — 13,613,269 $ — 96,887 $ — $ 141,496 $ ( 368,056 ) $ ( 226,560 ) Retroactive application of recapitalization ( 34,712,525 ) ( 173,347 ) — — 34,712,525 5 ( 96,887 ) — 173,342 — 173,347 Adjusted balance - beginning of period — — — — 48,325,794 5 — — 314,838 ( 368,056 ) ( 53,213 ) Exercise of stock options — — — — 27,821 — — — 80 — 80 Stock-based compensation — — — — — — — — 1,042 — 1,042 Net loss — — — — — — — — — ( 54,503 ) ( 54,503 ) Balance as of September 30, 2024 — $ — — $ — 48,353,615 $ 5 — $ — $ 315,960 $ ( 422,559 ) $ ( 106,594 ) The accompanying notes are an integral part of these condensed consolidated financial statements . 6 Table of Contents BLAIZE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) Redeemable Convertible Common Stock Subject Stockholders’ Equity (Deficit) Preferred Stock to Possible Redemption Common Stock Treasury Stock Additional Accumulated Total Stockholders’ (Amounts in thousands, except shares) Shares Amount Shares Amount Shares Amount Shares Amount Paid-in Capital Deficit Equity (Deficit) Balance as of June 30, 2025 — $ — — $ — 98,881,933 $ 10 — $ — $ 601,781 $ ( 606,601 ) $ ( 4,810 ) Issuance of common stock to advisors — — — — 769,231 — — — 2,238 — 2,238 Exercises of stock options — — — — 15,080 — — — 18 — 18 Releases of restricted stock units — — — — 1,331,257 — — — — — — Common stock issued under the committed equity facility — — — — 5,673,734 1 — — 20,388 — 20,389 Committed equity facility fee settled in common stock — — — — 83,353 — — — 243 — 243 Stock-based compensation — — — — — — — — 9,486 — 9,486 Net loss — — — — — — — — — ( 26,258 ) ( 26,258 ) Balance as of September 30, 2025 — $ — — $ — 106,754,588 $ 11 — $ — $ 634,154 $ ( 632,859 ) $ 1,306 Redeemable Convertible Common Stock Subject Stockholders’ Deficit Preferred Stock to Possible Redemption Common Stock Treasury Stock Additional Accumulated Total Stockholders’ (Amounts in thousands, except shares) Shares Amount Shares Amount Shares Amount Shares Amount Paid-in Capital Deficit Deficit Balance as of June 30, 2024 34,712,525 $ 173,347 — $ — 13,633,706 $ — 96,887 $ — $ 142,221 $ ( 396,952 ) $ ( 254,731 ) Retroactive application of recapitalization ( 34,712,525 ) ( 173,347 ) — — 34,712,525 5 ( 96,887 ) — 173,342 — 173,347 Adjusted balance - beginning of period — — — — 48,346,231 5 — — 315,563 ( 396,952 ) ( 81,384 ) Exercise of stock options — — — — 7,384 — — — 38 — 38 Stock-based compensation — — — — — — — — 359 — 359 Net loss — — — — — — — — — ( 25,607 ) ( 25,607 ) Balance as of September 30, 2024 — $ — — $ — 48,353,615 $ 5 — $ — $ 315,960 $ ( 422,559 ) $ ( 106,594 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents BLAIZE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, (Amounts in thousands) 2025 2024 Net cash used in operating activities: $ ( 57,290 ) $ ( 35,788 ) Cash flows from investing activities: Purchases of property and equipment ( 707 ) ( 1,165 ) Net cash used in investing activities ( 707 ) ( 1,165 ) Cash flows from financing activities: Merger and PIPE financing, net of transaction costs 15,874 — Funds held in escrow 503 — Payment of deferred offering costs ( 4,332 ) ( 3,668 ) Repayment of advances from related party ( 114 ) — Proceeds from issuance of common stock, net of financing charge on the committed equity facility 20,024 — Payment of committed equity facility transaction costs ( 200 ) — Repayment of short-term demand notes — ( 4,750 ) Proceeds from exercise of stock options 18 80 Proceeds from convertible notes — 110,718 Net cash provided by financing activities 31,773 102,380 Net change in cash, cash equivalents and restricted cash ( 26,224 ) 65,427 Cash, cash equivalents and restricted cash at beginning of period 50,488 3,213 Cash, cash equivalents and restricted cash at end of period $ 24,264 $ 68,640 Components of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 24,001 $ 68,640 Restricted cash (included within other assets) 263 — Total cash, cash equivalents and restricted cash $ 24,264 $ 68,640 Supplemental non-cash disclosures: Capitalized deferred offering costs included in accounts payable and accrued expenses and other current liabilities $ 241 $ 864 Issuance of warrants with convertible notes — 4,816 Operating lease asset obtained in exchange for new operating lease liabilities 431 — Issuance of common stock under committed equity facility 243 — Issuance of common stock to advisors 2,538 — Conversion of convertible notes to common stock 314,334 — Net exercise of warrants for common stock 75,056 — Issuance of warrants for professional services 167 — Issuance of common stock for shareholder note receivable 8,754 — Redemption of common shares with cash held in escrow 33,157 — The accompanying notes are an integral part of these condensed consolidated financial statements . 8 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( Unaudited ) Note 1. Organization and Description of Business Organization and Description of Business Blaize Holdings, Inc. (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 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. (“Merger Sub”), Blaize, Inc. (“Legacy Blaize”), and for the limited purposes set forth therein, Burkhan Capital LLC (“Burkhan”), a Delaware limited liability company and an affiliate of BurTech. On the Closing Date, Merger Sub merged with and into Legacy Blaize, with Legacy Blaize surviving the Merger as a wholly owned subsidiary of the Company (together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). Concurrent with the Merger, BurTech was renamed Blaize Holdings, Inc. 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 The Merger is accounted for as a reverse recapitalization, with BurTech treated as the acquired company and Legacy Blaize treated as the acquirer for financial reporting purposes. This accounting treatment is equivalent to Legacy Blaize issuing stock for the net assets of BurTech, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. 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 by applying the Exchange Ratio. Legacy Blaize shareholders were issued 87,314,968 shares of common stock. 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 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 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. 9 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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 the Company be unable to continue as a going concern. 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. Riley”). 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 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. Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. 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. Securities and Exchange Commission (“SEC”) on April 15, 2025, which provides a more complete discussion of the Company’s accounting policies and certain other information. 10 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. 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, 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. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 day s or less to be cash equivalents in the condensed consolidated financial statements. The Company’s cash equivalents are primarily comprised of U.S. Government treasury securities, mutual funds, and money market funds. 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. Government treasury securities, $ 9.2 million in U.S. Government money market funds, and $ 5.1 million in mutual funds (see Note 5 ). Restricted Cash Restricted cash represents cash balances held as security deposits related to international payment services. 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 Accounts receivable, net is recorded at the invoiced amount and does not accrue interest. The allowance for credit losses is the Company’s estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines that allowance based upon a review of each receivable and all known factors that could affect collectability. 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 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 Inventories consist of raw materials, work in process inventories, and finished goods. Inventories are stated at the lower of cost or net realizable value, with cost being determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the newly established cost basis. 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. 11 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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 Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company estimates the expected undiscounted future cash flows from the use of those assets and their eventual disposition (without any allocated debt financing charges). 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 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 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) 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 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 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 . 12 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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 Prior to the consummation of the Merger, the Company had (i) Series Seed Shadow Preferred Stock, (ii) Series A Shadow Preferred Stock, (iii) Series B Shadow Preferred Stock, (iv) Series C Shadow Preferred Stock, (v) Series D Shadow Preferred Stock, (vi) Series D Exchange Shadow Preferred Stock, (vii) Series D-1 Shadow Preferred Stock, (viii) Series D-1 Exchange Shadow Preferred Stock, and (ix) Series D-2 Shadow Preferred Stock, all outstanding. The Company’s redeemable convertible preferred stock had been classified outside of stockholders’ equity (deficit), as mezzanine equity, due to the redemption option of the preferred stock shareholders. The Company recorded redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company adjusted the carrying values of the redeemable convertible preferred stock, subsequent to the initial issuance date, to the redemption value of such shares because it was probable that the convertible preferred stock would become redeemable. Upon the consummation of the Merger, all shares of redeemable convertible preferred stock outstanding were converted into shares of common stock (see Note 3 ). All shares of redeemable convertible preferred stock 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. W arrants 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. 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 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. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company 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 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. 13 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) Revenue Recognition 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: Step 1: Identify the contract with the customer. The Company considers the terms and conditions of the engagement in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. 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. Step 2: Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company and are distinct in the context of the contract. Step 3: Determine the transaction price. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component. Step 4: 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. Step 5: 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 a period of time. Hardware revenue is recognized at a point in time when the product is shipped. Revenue from hardware product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration the Company expects to receive in exchange for the hardware. The Company offers unspecified upgrades and support on certain products, however, the related revenue has historically not been material. Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from distinct on-premises licenses is recognized up-front at the point in time when the software is made available to the customer. The Company’s license and development arrangements entail revenue from the licensing of its intellectual property (“IP”) and also include revenue from 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. The Company recognizes licensing revenue from such arrangements over the term of the arrangements and recognizes professional services over time as the services are provided. 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. 14 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. An unbilled receivable is recorded when revenue is recognized prior to invoicing and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. 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 September 30, Nine Months Ended September 30, (Amounts in thousands) 2025 2024 2025 2024 Balance as of beginning of period $ 35 $ 2,462 $ — $ 1,100 Additions to deferred revenue (1) 39 — 74 1,729 Deferred revenue recognized (1) ( 9 ) ( 735 ) ( 9 ) ( 1,102 ) Balance as of end of period $ 65 $ 1,727 $ 65 $ 1,727 (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. The Company had no material incremental costs to obtain customer contracts in any period presented. The Company has elected to account for shipping and handling fees as fulfillment activities and not separate performance obligations. Accordingly, these fees are reflected in revenue and the related fulfillment costs are accrued as cost of revenue as the related fulfillment costs incurred. The Company offers a standard assurance-type warranty to customers for hardware product sales. 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. Income Taxes The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The Company uses the asset-and-liability method for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established on a jurisdiction-by-jurisdiction basis when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized. The Company is subject to tax audits in various jurisdictions. The Company regularly assess the likely outcomes of such audits in order to determine the appropriateness of liabilities for uncertain tax benefits. The Company accounts for uncertain tax positions based on an evaluation as to whether it is more likely than not that a tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the appropriate tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is based on the largest amount that is greater than 50% likely of being realized upon ultimate settlement. The Company includes interest expense and penalties related to its uncertain tax positions in the provision for income taxes. Stock-Based Compensation 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. 15 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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. Fair Value Measurements The Company determines fair value measurements used in its condensed consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (ii) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). ASC 820, Fair Value Measurements , requires fair value measurements be classified and disclosed in one of the following pricing categories: Level 1: This level consists of unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2: This level consists of observable inputs other than the quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the asset or liability. Level 3: This level consists of unobservable inputs for the asset or liability to the extent that observable inputs are not available, thereby allowing for situations in which there is little or no market data for the asset or liability at the measurement date. 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, 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 The Company’s reporting and functional currency is the United States dollar (“USD”). The local currencies of its foreign subsidiaries are the Indian rupee and British pound, however, the functional currency of its foreign subsidiaries is also the USD. Monetary assets and liabilities denominated in currencies other than USD are remeasured into USD at current exchange rates and nonmonetary assets and liabilities are measured at historical exchange rates. Revenues, cost of revenues, and operating expenses are remeasured at the average exchange rates in effect during each reporting period. The resulting transaction gains or losses are recognized in other, net, in the condensed consolidated statements of operations. During the three and nine months ended September 30, 2025 and 2024 , foreign currency transaction gains and losses were immaterial. Concentration of Credit Risk The Company’s cash and cash equivalents are primarily on deposit at high-credit quality financial institutions or invested in U.S. Government treasury securities, mutual funds, and money market funds. 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 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. 16 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. The following table presents the Company’s significant customers: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2025 2024 2025 2024 Customer A (See Note 16) * 97 % * 77 % Customer B (See Note 16) * * * 21 % Customer C (See Note 16) 11 % * 20 % * Customer D 88 % * 70 % * * Defined as less than 10% for the period. Net Loss Per Share 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 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 The Company operates in one reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assessing performance. 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. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions . This ASU clarifies guidance in Topic 820 and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The Company adopted this standard on January 1, 2025. 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): Improvements to Income Tax Disclosures. This ASU enhances the transparency and decision usefulness of income tax disclosures. 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): Induced Conversions of Convertible Debt Instruments. 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 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. 17 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses . This ASU requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; 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 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. Note 3. Merger and Reverse Recapitalization As discussed above, the Merger was consummated on January 13, 2025, which, for accounting purposes, was treated as the equivalent of Legacy Blaize issuing stock for the net assets of BurTech, accompanied by a recapitalization (see Note 1). Under this method of accounting, BurTech was treated as the acquired company for financial accounting and reporting purposes under U.S. GAAP. Upon the consummation of the Merger, each share of Legacy Blaize common stock issued and outstanding was canceled and converted into the right to receive approximately 0.78 shares (the “Exchange Ratio”) of common stock of BurTech. Legacy Blaize Redeemable Convertible Preferred Stock, Convertible Promissory Notes and Warrants Immediately prior to the closing of the Merger, all outstanding convertible notes, inclusive of accrued and unpaid interest, each of the issued and outstanding shares of redeemable convertible preferred stock, and all outstanding warrants, net exercised, were automatically converted into shares of common stock. Upon the consummation of the Merger, (i) each outstanding stock option to purchase Legacy Blaize common stock was converted into a stock option of the Company, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Blaize option, and the right to receive a number of earnout shares. Additionally, each Legacy Blaize RSU was converted into an RSU of the Company, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Blaize RSU, and the right to receive a number of earnout shares. Other Arrangements entered into at time of Merger or assumed upon the consummation of the Merger: Public and Private Placement Warrants Upon the consummation of the Merger, 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. PIPE Shares 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 . Such shares that were outstanding immediately prior to the Merger became shares of common stock. 18 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) Shareholder Note Receivable 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 %, 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 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. The funds in the related cash escrow account are sufficient to fulfill the Company’s redemption obligation under the Non-Redemption Agreement. Starting 90 days after the Closing Date through 180 days after the Closing Date, each Investor has the right to exercise a put option to receive $ 13.07 per Non-Redeemed Share. 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 September 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 nine months ended September 30, 2025: (Amounts in thousands) Recapitalization Cash - BurTech trust and cash, net of redemptions $ 37,259 Less: Non-redemption escrow ( 33,061 ) Cash - PIPE 15,295 Less: transaction costs and advisory paid by BurTech ( 3,619 ) Net cash proceeds from Merger 15,874 Other earnout shares ( 126,025 ) Non-cash net liabilities assumed from BurTech ( 16,013 ) Total Merger and PIPE financing $ ( 126,164 ) The number of shares of common stock outstanding immediately following the consummation of the Merger: BurTech Class A common stock, outstanding prior to the Merger 10,816,995 Sponsor forfeiture ( 2,000,000 ) BurTech Class A common stock subject to redemption, outstanding prior to the Merger 4,104,543 Shareholder Note receivable 750,000 Redemption of BurTech Class A common stock ( 937,844 ) BurTech Class A Shares in non-redemption escrow ( 2,854,242 ) Class A common stock of BurTech 9,879,452 PIPE shares 1,529,500 BurTech Class B common stock, outstanding prior to the Merger 5 Merger and PIPE financing shares 11,408,957 Legacy Blaize shares 87,314,968 Issuance of common stock to advisors 94,949 Common stock immediately after the Merger 98,818,874 19 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) The number of Legacy Blaize shares was determined as follows: Legacy Blaize Shares Legacy Blaize Shares After Conversion Common stock 17,518,791 13,663,527 Conversion of redeemable convertible preferred stock 44,506,781 34,712,525 Conversion of convertible notes 40,302,382 31,433,259 Net exercise of legacy warrants 9,623,432 7,505,657 Common stock immediately after the Merger 111,951,386 87,314,968 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 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; and • 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; and • 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; and • 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 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 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 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. 20 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) Note 4. Revenue Disaggregation of Revenue The following table presents the Company’s revenue information by customer geographical region: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2025 2024 2025 2024 Asia Pacific $ 10,445 $ — $ 11,411 $ 333 North America 1,338 779 3,312 1,215 Other 84 2 133 5 Total revenue $ 11,867 $ 781 $ 14,856 $ 1,553 The following provides a disaggregation of revenue based on the method of revenue recognition: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2025 2024 2025 2024 Revenue recognized at a point in time $ 11,858 $ 24 $ 14,847 $ 360 Revenue recognized over time 9 757 9 1,193 Total revenue $ 11,867 $ 781 $ 14,856 $ 1,553 Note 5. 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 September 30, 2025 (Amounts in thousands) Level 1 Level 2 Level 3 Total Assets: Mutual funds $ 3,836 $ — $ — $ 3,836 U.S. Government money market funds 41 — — 41 Committed equity facility — — 125 125 Total assets, measured at fair value $ 3,877 $ — $ 125 $ 4,002 Liabilities: Unissued shares of common stock $ 155 $ — $ — $ 155 Other earnout shares — — 20,561 20,561 Total liabilities, measured at fair value $ 155 $ — $ 20,561 $ 20,716 As of December 31, 2024 (Amounts in thousands) Level 1 Level 2 Level 3 Total Assets: U.S. Government treasury securities $ 30,580 $ — $ — $ 30,580 U.S. Government money market funds 9,247 — — 9,247 Mutual funds 5,067 — — 5,067 Total assets, measured at fair value $ 44,894 $ — $ — $ 44,894 Liabilities: 2023 convertible notes $ — $ — $ 132,687 $ 132,687 Pay-to-Play convertible notes — — 15,942 15,942 Legacy warrants — — 14,711 14,711 Total liabilities, measured at fair value $ — $ — $ 163,340 $ 163,340 21 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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 Legacy warrants Other earnout shares Total Balance as of December 31, 2024 $ — $ 15,942 $ 132,687 $ 14,711 $ — $ 163,340 Issuance of other earnout shares — — — — 126,024 126,024 Committed equity facility - day one put option 443 — — — — 443 Committed equity facility - drawdown forward contracts ( 255 ) — — — — ( 255 ) Change in estimated fair value ( 63 ) 27,232 138,471 60,345 ( 105,463 ) 120,522 Conversion to common stock — ( 43,174 ) ( 271,158 ) ( 75,056 ) — ( 389,388 ) Balance as of September 30, 2025 $ 125 $ — $ — $ — $ 20,561 $ 20,686 (Amounts in thousands) Committed equity facility Pay-to-Play convertible notes 2023 convertible notes Legacy warrants Other earnout shares Total Balance as of June 30, 2025 $ — $ — $ — $ — $ 16,763 $ 16,763 Committed equity facility - day one put option 443 — — — — 443 Committed equity facility - drawdown forward contracts ( 255 ) — — — — ( 255 ) Change in estimated fair value ( 63 ) — — — 3,798 3,735 Balance as of September 30, 2025 $ 125 $ — $ — $ — $ 20,561 $ 20,686 (Amounts in thousands) Committed equity facility Pay-to-Play convertible notes 2023 convertible notes Legacy warrants Other earnout shares Total Balance as of December 31, 2023 $ — $ 14,641 $ 18,064 $ 3,730 $ — $ 36,435 Issuance of 2023 convertible notes and related warrants — — 105,902 4,816 — 110,718 Issuance of common stock warrants — — — 464 — 464 Change in estimated fair value — 1,336 24,585 ( 1,255 ) — 24,666 Balance as of September 30, 2024 $ — $ 15,977 $ 148,551 $ 7,755 $ — $ 172,283 (Amounts in thousands) Committed equity facility Pay-to-Play convertible notes 2023 convertible notes Legacy warrants Other earnout shares Total Balance as of June 30, 2024 $ — $ 16,042 $ 133,088 $ 7,665 $ — $ 156,795 Change in estimated fair value — ( 65 ) 15,463 90 — 15,488 Balance as of September 30, 2024 $ — $ 15,977 $ 148,551 $ 7,755 $ — $ 172,283 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 . 22 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) Note 6. Derivatives 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. Note 7. Inventories Inventories consist of the following: As of September 30, As of December 31, (Amounts in thousands) 2025 2024 Raw materials $ 7,432 $ 7,410 Work in progress 446 1,064 Finished goods 904 87 Total inventories $ 8,782 $ 8,561 Note 8. Income Taxes 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 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. Note 9. Convertible Notes and Demand Notes Pay-to-Play Convertible Notes In December 2022, in connection with the Company’s 2022 Pay-to-Play (“P2P”) transaction (the “P2P Transaction”), the Company entered into a Note Purchase and Exchange Agreement (“2022 P2P NPA”) with a group of lenders (each, a “Lender” and collectively, the “Lenders”). In January and February of 2023, the Company received $ 9.3 million in proceeds from the issuance of P2P Notes. Amounts received in 2022 and 2023 are referred to collectively as the “P2P Notes” (see Note 16 ). Pursuant to the 2022 P2P NPA, each Lender will pay the Company an agreed upon amount (“Consideration”) in return for one or more promissory notes. The P2P Notes had an initial 24-month term from the date of the 2022 P2P NPA, which is December 9, 2024 . 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. 23 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) The Company elected to measure the P2P Notes in their entirety, for the respective period issued, at fair value with changes in fair value reported in a single line in the condensed consolidated statements of operations. The notes were fair valued using a scenario-based method, considering varying levels of participation and four future event scenarios: Next Equity Financing, Maturity Conversion, Corporate Transaction, and Default. The conversion payout was calculated for each assumed event scenario, with probabilities estimated by management. The payout of the P2P Notes under each event scenario were discounted back to the valuation date using a discount rate aligned with the Company’s credit rating and the weighted average present value of each scenario used for the fair value of the P2P Notes. Upfront costs and fees related to items for which the fair value option is elected must be recognized immediately. As such issuance costs (warrants) and fees associated with the convertible notes were recognized in current earnings. Under the terms of the 2022 P2P NPA, any existing investor that purchased any P2P Note received the right to exchange the common stock held following the November 30, 2022 conversion event, for a number of shares of shadow preferred stock mirroring the respective classes of preferred stock held prior to the conversion (the “Pull-Through Exchange”), however, all Senior Series D shareholders received an automatic pull-through of their converted common stock into their respective Senior Series D Shadow preferred stock regardless of whether they invested in a P2P Note. 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 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 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). 2023 Convertible Notes From July 2023 through November 2023, the Company raised $ 12.3 million in convertible notes (the “2023 Convertible Notes”) under the note purchase agreement dated July 3, 2023, as amended on August 1, 2023, to refine the valuation cap definition (the “2023 NPA”). The 2023 Convertible Notes accrued interest at 10.0 % per annum. During the year ended December 31, 2024, the Company received $ 110.7 million in additional proceeds from the issuance of 10.0 % secured convertible notes under the 2023 NPA. The 2023 NPA was amended and restated on April 22, 2024 to accommodate a new group of lenders, the “Final Closing Lenders,” defined as any lender who purchases a related convertible note on or after April 22, 2024. The conversion price upon a SPAC Transaction for a Final Closing Lender is defined as a price per share that would entitle the Final Closing Lender to receive a number of BurTech Class A common stock equal to the outstanding principal and accrued interest divided by five. In addition, the per share exercise price of the related 2023 Convertible Note Warrants upon a SPAC Transaction was amended to $ 11.50 . As of the April 22, 2024 amendment, the convertible notes were subject to automatic conversion upon the consummation of a SPAC Transaction. 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. 24 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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. The 2023 Convertible Notes were fair valued using a scenario-based method, considering five future event scenarios: Next Equity Financing, Maturity Conversion, SPAC Conversion, Corporate Transaction, and Default. The conversion payout was calculated for each assumed event scenario, with probabilities estimated by management. The payout of the 2023 Convertible Notes under each event scenario were discounted back to the valuation date using a discount rate aligned with the Company’s credit rating and the weighted average present value of each scenario used for the fair value of the 2023 Convertible Notes. Upfront costs and fees related to items for which the fair value option is elected must be recognized immediately. As such, issuance costs (warrants) and fees associated with the convertible notes were recognized in earnings in the years that they were issued. One investor who purchased a 2023 Convertible Note also received an RSU grant for a total of 6,000,000 RSUs (see Note 16), which vested in full in the year ended December 31, 2023. Upon the consummation of the Merger, as provided by the terms of the 2023 Convertible Note Agreement, the outstanding 2023 Convertible Notes were converted, at the discretion of the holders, to shares of common stock (see Note 3). The warrants issued in conjunction with the 2023 Convertible Notes were not exercised. Working Capital Loan On February 1, 2023, BurTech issued an unsecured convertible promissory note to BurTech LP (the “Working Capital Loan”), pursuant to which it borrowed $ 1.5 million for general corporate purposes. 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 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 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 On January 13, 2025, BurTech LP provided working capital and extension deposits on behalf of BurTech. These amounts are reflected on the condensed consolidated balance sheets as advances from related party. These advances are non-interest bearing and payable on demand. 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. Note 10. Warrants 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 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. 25 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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. The warrants expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the Merger, or earlier upon redemption or liquidation. The Company may redeem the outstanding warrants: • in whole and not in part; • 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 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; and • 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 (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 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 In February 2025, the Company issued 50,000 Common Stock Warrants to advisors as compensation for services rendered. The warrants have a five-year term and a strike price of $ 11.50 per common stock share. 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 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: Risk-free rate 4.3 % Expected life (in years) 5.0 Expected volatility 60.0 % Dividend yield — % Weighted average fair value of common stock $ 3.34 Note 11. Leases The Company’s lease obligations primarily consist of operating leases for its headquarters complex, and domestic and international office facilities, with lease periods expiring between fiscal years 2026 and 2029, some of which include options to extend up to 12 months. The Company does not have any leases that include residual value guarantees. Payments under the lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. These amounts include variable payments for maintenance services, utilities, and other expenses. 26 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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) 2025 2024 2025 2024 Operating $ 194 $ 205 $ 600 $ 549 Short-term 5 6 15 26 Total lease costs $ 199 $ 211 $ 615 $ 575 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: Nine Months Ended September 30, (Amounts in thousands) 2025 2024 Supplementary cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 644 $ 577 Right-of-use assets obtained in exchange for lease liabilities 431 — Future minimum lease payments under the Company’s non-cancelable operating leases are as follows: (Amounts in thousands) As of September 30, 2025 2025 $ 205 2026 758 2027 516 2028 349 2029 15 Total future lease payments 1,843 Less: Imputed interest ( 217 ) Present value of net future minimum lease payments 1,626 Less: Operating lease liabilities, current ( 678 ) Operating lease liabilities $ 948 Note 12. Redeemable Convertible Preferred Stock Prior to the Merger 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. Those shareholders who participated in the Company’s December 2022 P2P Transaction obtained the benefit of a pull-through exchange of their converted common stock which provided for participating shareholders to receive shares of the class(es) of Shadow Preferred Stock identical to the shares of preferred stock that they previously held. Investors who did not participate retained ownership only in converted common stock. 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 ). Note 13. Common Stock Common Stock 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. 27 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) Shares of common stock reserved for issuance are as follows: As of September 30, As of December 31, 2025 2024 Stock options 29,318,783 28,360,635 RSUs 10,764,848 3,630,447 Earnout shares 17,600,000 — Common stock warrants 50,000 — Public warrants 28,750,000 — Private warrants 898,250 — Employee stock purchase plan shares available for future purchase 3,047,669 — Equity awards available for future issuance (1) 20,223,481 3,631,787 Legacy warrants — 7,505,657 Total common stock reserved for issuance 110,653,031 43,128,526 (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. However, B. 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. 28 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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. Note 14. Stock-Based Compensation The Company recorded stock-based compensation expense for stock options and RSUs as follows: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2025 2024 2025 2024 Research and development $ 3,700 $ 189 $ 12,871 $ 539 Selling, general and administrative 5,786 170 15,221 503 Total $ 9,486 $ 359 $ 28,092 $ 1,042 Equity Award Plans 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 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. 29 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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 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, 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. The fair value of RSUs was determined based on the estimated fair value of shares of common stock at the date of grant, as determined by the Board of Directors. Stock Options A summary of stock option activity is as follows: (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 28,360,635 $ 1.27 9.2 $ 22,741 Granted 1,347,536 3.57 Exercised ( 15,080 ) 1.18 Forfeited ( 374,308 ) 1.31 Outstanding as of September 30, 2025 29,318,783 $ 1.37 8.5 68,324 Vested and expected to vest as of September 30, 2025 29,318,783 $ 1.37 8.5 68,324 Exercisable as of September 30, 2025 15,847,903 $ 1.48 8.1 38,507 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 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. 30 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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) $ 3.57 Risk-free rate 3.7 % Expected life (in years) 5.6 Expected volatility rate 60.7 % 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. RSUs A summary of the Company’s RSU activity is as follows: Number of RSUs (1) Weighted average grant date fair value Balance as of December 31, 2024 3,630,447 $ 1.53 Granted 8,872,307 2.67 Issued ( 1,331,257 ) 2.64 Forfeited ( 406,649 ) 2.29 Balance as of September 30, 2025 10,764,848 $ 2.30 (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 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 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. Note 15. Commitments and Contingencies Purchase Commitments 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. 31 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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 September 30, Nine Months Ended September 30, (Amounts in thousands) 2025 2024 2025 2024 Inventory purchases related to purchase obligations $ 46 $ 346 $ 150 $ 4,088 While the Company expects such purchased components to be used in future production of its finished goods, these components are considered in its reserve estimate for excess and obsolete inventory. Furthermore, the Company accrues for losses on commitments for the future purchase on non-cancelable and non-returnable components from this contract manufacturer at the time that circumstances, such as changes in expected demand, indicate that the value of the components may not be recoverable, the loss is probable and management has the ability to reasonably estimate the amount of the loss. As of 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 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 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 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 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. 32 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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 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. Note 16. Related Party Transactions and Balances Sales Partner Referral Agreement 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. 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 $ 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). The 2023 Convertible Note and 2023 Convertible Note Warrants held by this investor were subject to the adjustments in fair value. As of December 31, 2 024, the related party 2023 Convertible Note and 2023 Convertible Note Warrants approximated $ 6.9 million and $ 8.0 million, respectively. 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 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). 33 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) 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). The P2P Note and P2P Warrants held by the minority investor were subject to the adjustments in fair value. As of December 31, 2024, the related party P2P Note and P2 P Warrants approximated $ 4.2 million. 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 ). 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 Not e and the P2P Warrants (see Note 9 ). The P2P Note and P2P Warrants held by the minority investor were subject to the adjustments in fair value. As of December 31, 2024, the fair value of the related party P2P Note and P2P Warrants approximated $ 0.5 million and zero , respectively. Effective January 13, 2025, this related 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 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 ). Note 17. 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”) 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 September 30, Nine Months Ended September 30, (Amounts in thousands) 2025 2024 2025 2024 Revenue $ 11,867 $ 781 $ 14,856 $ 1,553 Cost of revenue ( 10,091 ) ( 476 ) ( 11,222 ) ( 1,039 ) Employee costs ( 17,175 ) ( 7,520 ) ( 51,498 ) ( 21,392 ) Technology costs ( 1,499 ) ( 974 ) ( 5,192 ) ( 1,580 ) Depreciation and amortization ( 364 ) ( 251 ) ( 1,011 ) ( 688 ) Interest income, net 693 1,273 1,406 1,677 Fair value changes and financing charges ( 4,424 ) ( 15,488 ) ( 121,511 ) ( 25,130 ) Other items (1) ( 5,265 ) ( 2,952 ) ( 29,436 ) ( 7,904 ) Net loss $ ( 26,258 ) $ ( 25,607 ) $ ( 203,608 ) $ ( 54,503 ) (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. 34 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) The following reflects the Company’s EBITDA and Adjusted EBITDA: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands) 2025 2024 2025 2024 Net loss $ ( 26,258 ) $ ( 25,607 ) $ ( 203,608 ) $ ( 54,503 ) Depreciation and amortization 364 251 1,011 688 Provision for income taxes 21 55 222 348 Interest income, net ( 693 ) ( 1,273 ) ( 1,406 ) ( 1,677 ) EBITDA ( 26,566 ) ( 26,574 ) ( 203,781 ) ( 55,144 ) Stock-based compensation 9,486 359 28,092 1,042 Fair value changes and financing charges 4,424 15,488 121,511 25,130 Transaction costs — 77 12,043 163 Non-cash inventory cost realignment adjustments ( 112 ) 204 ( 656 ) 179 Other adjustments (1) 1,702 ( 32 ) 3,419 66 Adjusted EBITDA $ ( 11,066 ) $ ( 10,478 ) $ ( 39,372 ) $ ( 28,564 ) (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 September 30, 2025 As of December 31, 2024 (Amounts in thousands) Fixed Assets ROU Assets Fixed Assets ROU Assets North America $ 814 $ 158 $ 1,095 $ 277 Asia Pacific 397 948 913 1,175 United Kingdom 54 586 73 321 Total $ 1,265 $ 1,692 $ 2,081 $ 1,773 Note 18. Net Loss Per Share The following table sets forth the computation of basic and dilutive net loss per share: Three Months Ended September 30, Nine Months Ended September 30, (Amounts in thousands, except share and per share amounts) 2025 2024 2025 2024 Numerator: Net loss $ ( 26,258 ) $ ( 25,607 ) $ ( 203,608 ) $ ( 54,503 ) Denominator: Weighted average shares outstanding, basic and diluted (1) 103,585,681 17,478,371 100,130,737 17,466,606 Net loss per share, basic and diluted $ ( 0.25 ) $ ( 1.47 ) $ ( 2.03 ) $ ( 3.12 ) (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. Historically reported weighted average shares outstanding have been multiplied by the Exchange Ratio of approximately 0.78 . 35 Table of Contents BLAIZE HOLDINGS, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ( cont. ) (Unaudited) The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been anti-dilutive or out-of-the-money: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Stock options 29,318,783 12,736,621 29,318,783 12,736,621 RSUs 8,791,483 3,743,578 8,791,483 3,743,578 Earnout shares 17,600,000 — 17,600,000 — Common stock warrants 50,000 — 50,000 — Public warrants 28,750,000 — 28,750,000 — Private warrants 898,250 — 898,250 — Redeemable convertible preferred stock — 34,702,999 — 34,702,999 Legacy warrants — 4,695,604 — 4,695,604 Total potentially dilutive shares 85,408,516 55,878,802 85,408,516 55,878,802 Note 19. Subsequent Events 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. 36 Table of Contents