Blaize Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 1195 ) 55 Consolidated Balance Sheets 56 Consolidated Statements of Operations 57 Consolidated Statements of Cash Flows 59 Consolidated Statements of Changes in Stockholders’ Equity ( Deficit ) 58 Notes to Consolidated Financial Statements Note 1 — Organization and Description of Business 61 Note 2 — Liquidity and Going Concern 62 Note 3 — Summary of Significant Accounting Policies 63 Note 4 — Revenue and Accounts Receivable 70 Note 5 — Fair Value Measurements and Derivative Instruments 72 Note 6 — Financial Statement Details 76 Note 7 — Income Taxes 77 Note 8 — Leases and Geographic Location of ROU Assets 80 Note 9 — Property and Equipment Details and Geographic Location 81 Note 10 — Financial Instruments Existing Prior to the Merger 82 Note 11 — Common Stock , Currently Outstanding Warran ts to Purchase Common Stock, and Earnout Shares 83 Note 12 — Stock Based Compensation 87 Note 13 — Net Loss per Share of Common Stock 90 Note 14 — Segment Reporting 91 Note 15 — Related Party Transaction s and Balances 92 Note 16 — Commitments and Contingencies 94 Note 17 — Subsequent Events 95 54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Blaize Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Blaize Holdings, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes thereto (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the consolidated financial statements, the Company has incurred recurring operating losses and negative cash flows from operations, has an accumulated deficit, and has historically relied on cash flows from financing activities to fund its operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2023. /s/ UHY LLP Melville, New York March 24, 2026 55 BLAIZE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except shares and per share amounts, or unless otherwise noted) As of December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 45,781 $ 50,237 Accounts receivable, net of allowance for credit losses of $ 523 and $ 420 , respectively 33,363 — Accounts receivable - related party, net of allowance for credit losses of $ 34 and $ — , respectively 3,330 — Inventories, net 10,130 8,561 Prepaid expenses and other current assets 4,003 12,621 Prepaid expenses and other current assets - related parties — 250 Total current assets 96,607 71,669 Property and equipment, net 1,226 2,081 Deferred income tax assets 2,123 2,157 Operating lease right-of-use assets 1,516 1,773 Other assets 739 815 Total assets $ 102,211 $ 78,495 Liabilities and stockholders’ equity (deficit) Current liabilities Accounts payable $ 8,339 $ 7,904 Accounts payable - related party 180 — Accrued trade payables 22,838 — Accrued expenses and other current liabilities 6,700 14,300 Accrued expenses - related party 331 — Operating lease liabilities - current 644 578 Working capital loan - related party 1,500 — Advances from related party 2,857 — Legacy Blaize convertible notes and warrants — 163,340 Total current liabilities 43,389 186,122 Operating lease liabilities 804 1,166 Other earnout shares 6,745 — Other earnout shares - related party 2,184 — Polar warrants 8,813 — Other liabilities 1,276 1,670 Total liabilities 63,211 188,958 Commitments and contingencies Stockholders’ equity (deficit): Common stock - $ 0.0001 par value; 600,000,000 and 136,562,809 shares authorized as of December 31, 2025 and 2024, respectively, and 122,043,966 and 48,376,052 shares issued and outstanding as of December 31, 2025 and 2024, respectively 12 5 Additional paid-in capital 675,143 318,783 Accumulated deficit ( 636,155 ) ( 429,251 ) Total stockholders’ equity (deficit) 39,000 ( 110,463 ) Total liabilities and stockholders’ equity (deficit) $ 102,211 $ 78,495 The accompanying notes are an integral part of these consolidated financial statements. 56 BLAIZE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except shares and per share amounts) For the Year Ended December 31, 2025 2024 Revenue Products: Hardware revenue $ 35,354 $ 29 Software revenue 300 — Hardware revenue - related party 2,499 — Software revenue - related party 479 — Services: Strategic consulting services revenue - related party — 1,525 Total revenue 38,632 1,554 Cost of revenue 32,438 579 Gross profit 6,194 975 Operating expenses Research and development 42,523 25,094 Selling, general and administrative 53,501 22,228 Selling, general and administrative - related party 773 185 Depreciation 1,195 886 Transaction costs 12,043 217 Total operating expenses 110,035 48,610 Loss from operations ( 103,841 ) ( 47,635 ) Other expense, net Change in fair value of Legacy Blaize convertible notes and warrants ( 226,048 ) ( 15,723 ) Change in fair value of other earnout shares 117,113 — Change in fair value of Polar warrants 4,125 — Change in fair value of committed equity facility, net 1,210 — Change in fair value of unissued shares of common stock ( 238 ) — Other, net 992 1,211 Total other expense, net ( 102,846 ) ( 14,512 ) Loss before income taxes ( 206,687 ) ( 62,147 ) Provision for (benefit from) income taxes 217 ( 952 ) Net loss $ ( 206,904 ) $ ( 61,195 ) Net loss per share - basic and diluted $ ( 1.98 ) $ ( 3.50 ) Weighted average shares outstanding - basic and diluted 104,275,265 17,476,105 The accompanying notes are an integral part of these consolidated financial statements. 57 BLAIZE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Amounts in thousands, except shares) Redeemable Convertible Preferred Stock Common Stock Subject to Possible Redemption Stockholders’ Equity (Deficit) Common Stock Treasury Stock Additional Paid-in Capital Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Shares Amount Shares Amount Balance as of January 1, 2024 34,712,525 $ 173,347 — $ — 13,613,269 $ — 96,887 $ — $ 141,496 $ ( 368,056 ) $ ( 226,560 ) Retroactive application of recapitalization ( 34,712,525 ) ( 173,347 ) — — 34,712,525 5 ( 96,887 ) — 173,342 — 173,347 Adjusted balance - January 1, 2024 — — — — 48,325,794 5 — — 314,838 ( 368,056 ) ( 53,213 ) Exercise of stock options — — — — 50,258 — — — 98 — 98 Stock-based compensation — — — — — — — — 3,847 — 3,847 Net loss — — — — — — — — ( 61,195 ) ( 61,195 ) Balance as of December 31, 2024 — — — — 48,376,052 5 — — 318,783 ( 429,251 ) ( 110,463 ) Conversion of Legacy Blaize convertible notes — — — — 31,433,259 3 — — 314,331 — 314,334 Net exercise of Legacy Blaize warrants — — — — 7,505,657 1 — — 75,056 — 75,057 Merger and PIPE financing — — 2,854,242 33,061 11,408,957 1 — — ( 126,165 ) — ( 126,164 ) Payment on shareholder note receivable — — — — — — — — 200 — 200 Issuance of common stock to advisors — — — — 873,486 — — — 2,788 — 2,788 Issuance of common stock warrants to advisor — — — — — — — — 167 — 167 Increase in redemption value — — — 603 — — — — — — — Redemption of common stock subject to possible redemption — — ( 2,800,489 ) ( 33,157 ) — — — — — — — Lapse of redemption — — ( 53,753 ) ( 507 ) 53,706 — — — 490 — 490 Exercises of stock options — — — — 562,446 — — — 345 — 345 Releases of restricted stock units — — — — 3,961,729 1 — — — — 1 Common stock issued under the committed equity facility — — — — 8,410,321 1 — — 32,831 — 32,832 Committed equity facility fee settled in common stock — — — — 83,353 — — — 243 — 243 Issuance of common stock to Polar — — — — 9,375,000 — — — 15,868 — 15,868 Excise tax reversal — — — — — — — — 2,660 — 2,660 Stock-based compensation — — — — — — — — 37,546 — 37,546 Net loss — — — — — — — — — ( 206,904 ) ( 206,904 ) Balance as of December 31, 2025 — $ — — $ — 122,043,966 $ 12 — $ — $ 675,143 $ ( 636,155 ) $ 39,000 The accompanying notes are an integral part of these consolidated financial statements. 58 BLAIZE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) For the Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 206,904 ) $ ( 61,195 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 1,195 886 Noncash lease expense 688 649 Debt financing charge on Legacy Blaize convertible notes — 464 Stock-based compensation 37,546 3,847 Non-cash financing expense related to issuance of common stock 2,767 — Non-cash financing expense related to issuance of warrants 1,073 — Allowance for credit losses 557 420 Deferred income taxes ( 368 ) ( 1,124 ) Change in fair value of Legacy Blaize convertible notes and warrants 226,048 15,723 Change in fair value of Polar warrants ( 4,125 ) — Change in fair value of other earnout shares ( 117,113 ) — Change in fair value of unissued shares of common stock 238 — Change in fair value of committed equity facility, net ( 1,210 ) — Changes in operating assets and liabilities: Accounts receivable, net ( 33,865 ) ( 464 ) Accounts receivable, net - related party ( 3,330 ) 467 Inventories, net ( 1,569 ) ( 2,039 ) Prepaid expenses and other current assets 10,116 ( 21,615 ) Prepaid expenses and other current assets - related party 250 — Accounts payable and accrued expenses ( 8,007 ) 10,663 Accounts payable and accrued expenses - related party 511 — Accrued trade payables 22,838 — Operating lease liabilities ( 727 ) ( 616 ) Other current liabilities ( 360 ) 402 Net cash used in operating activities ( 73,751 ) ( 53,532 ) Cash flows from investing activities: Purchases of property and equipment ( 788 ) ( 902 ) Net cash used in investing activities ( 788 ) ( 902 ) Cash flows from financing activities: Merger and PIPE financing, net of transaction costs 15,873 — Funds held in escrow 503 — Proceeds from the sale of common stock to Polar, net of offering expenses 27,902 — Payment of deferred offering costs ( 7,658 ) ( 4,357 ) Repayment of advances from related party ( 114 ) — Proceeds from issuance of common stock, net of financing charge on the committed equity facility 33,250 — Repayment of short-term demand notes — ( 4,750 ) Proceeds from exercise of stock options 345 98 Proceeds from Legacy Blaize convertible notes — 110,718 Net cash provided by financing activities 70,101 101,709 The accompanying notes are an integral part of these consolidated financial statements. 59 BLAIZE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (cont.) (Amounts in thousands) For the Year Ended December 31, 2025 2024 Net change in cash, cash equivalents and restricted cash ( 4,438 ) 47,275 Cash, cash equivalents and restricted cash at beginning of period 50,488 3,213 Cash, cash equivalents and restricted cash at end of period $ 46,050 $ 50,488 Components of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 45,781 $ 50,237 Restricted cash (included within other assets) 269 251 Total cash, cash equivalents and restricted cash $ 46,050 $ 50,488 Supplemental disclosures of cash flow information: Cash paid for taxes - State $ 1 N/A Cash paid for taxes - Foreign (India) 384 N/A Cash refund received for taxes - Foreign (United Kingdom) ( 48 ) N/A Total cash paid for taxes, net of refunds $ 337 $ 223 Cash paid for interest — 245 Supplemental non-cash disclosures: Conversion of Legacy Blaize convertible notes to common stock 314,331 — Net exercise of Legacy Blaize warrants for common stock 75,056 — Redemption of common shares with cash held in escrow 33,157 — Issuance of common stock for shareholder note receivable 8,754 — Capitalized deferred offering costs included in accounts payable and accrued expenses and other current liabilities — 6,764 Issuance of Legacy Blaize warrants with Legacy Blaize convertible notes — 4,816 Issuance of common stock to advisors 2,788 — Reversal of excise tax accrual to additional paid-in-capital 2,660 — Property and equipment acquired in accounts payable and accrued expenses — 510 Operating lease asset obtained in exchange for new operating lease liabilities 431 — Issuance of common stock under committed equity facility 243 — Issuance of warrants for professional services 167 — The accompanying notes are an integral part of these consolidated financial statements. 60 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 consolidated financial statements of the Company, after the Merger (as defined below), include the accounts of the Company and its wholly owned subsidiaries. Prior to the Merger, the Company’s 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 provides purpose-built, transformative artificial intelligence (“AI”)-enabled edge computing solutions comprised of both its proprietary hardware and software, and complementary third-party hardware solutions, as further described below. In addition to its internally developed products, the Company also delivers third-party hardware solutions that complement and enhance its core offerings. These third-party hardware solutions typically are substantially comprised of servers, which are selected to ensure optimal compatibility and performance with the Company’s products and AI-enabled platforms. The Company’s portfolio includes highly efficient programmable AI processors in a broad range of form factors, deployable across several verticals, including smart city, defense, retail and enterprise markets. The Company’s accelerated AI computing platforms enable applications such as computer vision, advanced video analytics, and AI inference, and the Company’s software tools allow non-expert practitioners to deploy existing and novel AI applications on the Company’s hardware without the need for customers to learn or use source code. The Company’s principal market for its products is currently China. 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 January 13, 2025 (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. Prior to the Merger, BurTech LP, LLC (“BurTech LP” or the “Sponsor”) was the sponsor of BurTech, and after the consummation of the Merger, the Sponsor and its affiliated entities remained significant shareholders in the Company and are therefore considered related parties. Concurrent with the Merger, BurTech was renamed “Blaize Holdings, Inc.” Beginning on January 14, 2025, Blaize’s common stock and warrants began trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “BZAI” and “BZAIW,” respectively. Accounting for the Merger The Merger was 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 was equivalent to Legacy Blaize issuing stock for the net assets of BurTech, accompanied by a recapitalization whereby no goodwill or other intangible assets were recorded. Operations prior to the Merger are those of Legacy Blaize. 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. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. 61 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) The following table sets forth the net cash proceeds received and the net non-cash liabilities assumed by the Company as a result of the Merger: (Amounts in thousands) Cash - BurTech trust and cash, net of redemption $ 37,259 Less: non-redemption escrow ( 33,061 ) Cash - PIPE 15,295 Less: transaction and advisory costs paid by BurTech ( 3,619 ) Net cash proceeds from the Merger $ 15,874 Earnout share liabilities ( 126,025 ) Non-cash net liabilities assumed from BurTech ( 16,013 ) Net Merger and PIPE financing $ ( 126,164 ) 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 consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Note 2. Liquidity and Going Concern Liquidity As of December 31, 2025, the Company had cash and cash equivalents on hand of $ 45.8 million and accounts receivable less allowance for credit losses of $ 33.4 million, while accounts payable along with and accrued expenses and other current liabilities (excluding amounts due to related parties) and accrued trade payables totaled $ 37.9 million. Going Concern The Company’s 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 consolidated financial statements. These 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. 62 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Historically, and for the year ended December 31, 2025, the Company funded its operations by using cash generated from financing activities and at the same time, has incurred negative cash flows from operations. Cash provided by financing activities was $ 70.1 million and $ 101.7 million for the years ended December 31, 2025 and 2024, respectively, and cash used in operations was $ 73.8 million and $ 53.5 million for the years ended December 31, 2025 and 2024, respectively. The Company has historically incurred recurring operating losses, including a loss from operations of $ 103.8 million and $ 47.6 million for the years ended December 31, 2025 and 2024, respectively. 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, cash collections of its accounts receivable, and the timing and extent of spending to support further sales and marketing and research and development efforts. In order to continue its operations, the Company, as currently structured, will need to raise additional financing, if such financing is available at all. As a result of the above, in connection with its assessment of going concern considerations in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 205-40-50 — “Going Concern — Disclosure,” 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 consolidated financial statements have been issued. Note 3. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with GAAP. The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The Company has no other comprehensive income or loss, therefore net loss was equal to other comprehensive loss for all periods presented. Use of Estimates We are required to make estimates and assumptions when preparing our consolidated financial statements in accordance with GAAP. These estimates and assumptions affect the amounts reported in our consolidated financial statements and the accompanying notes. Actual results could differ materially from those estimates. 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 days or less to be cash equivalents. The Company’s cash equivalents are currently primarily comprised of money market funds, and, as of December 31, 2024, also included U.S. Government treasury securities. The Company has cash deposits in a financial institution that, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. See Note 5 — “Fair Value Measurements and Derivative Instruments” for details regarding the composition of the Company’s cash equivalents. 63 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Restricted Cash Restricted cash represents cash balances held as security deposits related to international payment services. As of December 31, 2025 and 2024, restricted cash of $ 0.3 million was included as a long-term asset within “other assets” on the consolidated balance sheets. Accounts Receivable, Net Accounts receivable, net is recorded at the invoiced amount and does not accrue interest. The Company recognizes an allowance for current expected credit losses (“CECL”) in accordance with ASC 326 — “Financial Instruments - Credit Losses” on accounts receivable at the time the receivable is initially recorded (“Day One”), and subsequently according to an aging schedule. The Day One provision is set at 1 % of the gross accounts receivable balance, reflecting management’s judgment of the current estimate of expected losses on Day One of the establishment of the receivable. In addition to the Day One provision, the Company utilizes an aging schedule to monitor and assess the collectability of outstanding receivables. Receivables are categorized into aging buckets (e.g., current, 1–30 days past due, 31–60 days past due, 61–90 days past due, and over 90 days past due). The Company reviews the aging schedule at each reporting period and adjusts the allowance for credit losses as necessary, considering factors such as customer-specific risks, historical loss trends, and macroeconomic conditions. The allowance for credit losses is reviewed and updated quarterly, or more frequently if circumstances warrant. Due to the limited number of customers and the Company’s relatively short operating history, there is insufficient data to establish a robust historical loss rate for the implementation of the receivables aging model. As a result, the Company is not applying a traditional aging of receivables approach to estimate credit losses. Instead, management currently evaluates the collectability of accounts receivable on a customer-by-customer basis, considering all available information relevant to each customer’s credit risk and payment history. This individualized assessment allows the Company to gather data to make reasonable and supportable estimates of expected credit losses, even in the absence of significant historical loss experience. The Company continues to refine its CECL process as more data becomes available and will adjust its methodology accordingly to reflect the evolving risk profile of its receivables portfolio. Account balances are charged off against the allowance (“written off”) after all means of attempted collection indicate that the potential for recovery is considered remote. Inventories, Net Inventories, net 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 consolidated statement of operations. While the Company expects such purchased raw materials 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. The liability balances of the Company’s accrued losses on purchase commitments as of December 31, 2025 and 2024 are set forth in Note 6 — “Financial Statement Details”. 64 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Property and Equipment, Net Property and equipment is substantially comprised of server and network equipment, laptop computers, and software. Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful life of the asset. All of the Company’s depreciation expense for the years ended December 31, 2025 and 2024 as presented on the consolidated statements of operations related to the depreciation of property and equipment. Impairment of Long-Lived Assets Impairment of long-lived assets is performed at the lowest level of an “asset group,” as further described below, and generally involves assessing if a triggering event of impairment has occurred (a “triggering event”) and if a triggering event has occurred, comparing the sum of the asset group’s expected undiscounted future cash flows to the carrying value of assets (a “recoverability test”). The Company as a whole is considered the lowest level of the asset group. As the Company is in the position of substantial doubt regarding its ability to continue as a going concern, the sum of undiscounted future cash flows would be considered negative and both the carrying amount of the assets and the fair value of the assets would therefore exceed the sum of the undiscounted future cash flows if a triggering event were deemed to have occurred and a recoverability test were to be performed. An impairment would thus generally only be recognized on a triggering event that would require the Company to consider the carrying values compared to the fair values of its assets using the liquidation basis of accounting. No such triggering events occurred during the year ended December 31, 2025. The Company also assesses the remaining useful lives of long-lived assets, and records a prospective acceleration of depreciation should the estimated useful lives of its long-lived assets be evaluated as shorter than their original estimated useful lives. No significant accelerations of depreciation were recorded for the years ended December 31, 2025 and 2024. Leases The Company determines if an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company generally uses the base, non-cancelable, lease term when determining the lease assets and liabilities. As of December 31, 2025 and 2024, the Company had no finance leases. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company’s leases do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including any reasonably certain renewal lease term, in determining the present value of lease payments. Lease expense for these operating leases is recognized on a straight-line basis over the lease term and is reflected in the consolidated statements of operations in selling, general and administrative expenses. Payments under lease arrangements are primarily fixed, however, most lease agreements also contain an element of variable payments for taxes, parking, and common area maintenance. Variable lease payments are expensed as incurred and not included in the operating lease ROU assets and lease liabilities. The Company has made an accounting policy election not to recognize ROU assets and lease obligations for its short-term leases, which are defined as leases with an initial term of twelve months or less. However, the Company will recognize these lease payments in the consolidated statements of operations on a straight-line basis over the lease term and variable lease payments in the period in which the obligation is incurred. Lease payments for month-to-month leases are recognized as incurred. 65 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Liability vs. equity classification of complex financial instruments The Company accounts for complex financial instruments as either equity-classified or liability-classified instruments based on an assessment of the instrument’s specific terms and applicable authoritative guidance in ASC 480 — “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815 — “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and, if not classified as a liability, if the accounting meets the requirements for derivative classification under ASC 815, which is precluded if the instruments are indexed to the Company’s own common stock, or meet the other conditions for equity classification. This assessment, which requires the use of management’s judgment, is conducted at the time of the instrument’s issuance, as well as each subsequent reporting period-end date while any given complex financial instrument is outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification, the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter, until the instrument is either reclassified into equity by modification or expires by its terms. Revenue Recognition The Company derives all its revenue from contracts with customers, including sales of hardware and software products and strategic consulting 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. 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. If there is uncertainty regarding the ability of collecting potential revenue at the time of a sale, the Company may determine that it may be appropriate to defer revenue recognition or apply a constraint against revenue recognition until payment is received from the customer. Step 2: Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the products or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or 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. 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. 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. 66 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) 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 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, which is generally at a point in time, unless a revenue recognition deferral or constraint is deemed applicable. 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. Revenue from services 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 strategic consulting services or marketing services, is recognized over the contractual terms during which the Company provides services over a period of time. 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 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, which warranties are not material for accrual. Cost of Revenue Cost of revenue includes the cost of hardware products and materials and associated freight expense, and direct labor costs when applicable as well as indirect costs such as inventory carrying costs and inventory valuation reserves. There is no depreciation allocable to cost of revenue; however, if such depreciation expense were to be incurred, it would be allocated to cost of revenue. 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. 67 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) 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. The Company also grants restricted stock units (“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 year ended December 31, 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. Forfeitures are recognized as they occur. 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 consolidated statements of operations. During the years ended December 31, 2025 and 2024, foreign currency transaction gains and losses were immaterial. As the Company’s reporting and functional currency is the USD, there is no cumulative translation adjustment; thus, the Company does not have accumulated other comprehensive income or loss on its consolidated balance sheets. Recently Adopted Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs” each an “ASU”) issued by the Financial Accounting Standards Board (“FASB”). The following ASUs were adopted by the Company during the year ended December 31, 2025: ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) In December 2023, the FASB issued ASU 2023-09 requiring greater disaggregation of income statement disclosures related to the income tax rate reconciliation, income taxes paid, and other disclosures. • Income tax rate reconciliation – ASU 2023-09 requires disclosing additional information in specified categories to reconcile the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. 68 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) • Income taxes paid – ASU 2023-09 requires disclosing information about taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. • Other disclosures – ASU 2023-09 requires disclosing income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in ASU 2023-09 eliminated the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made. The amendments in this update also removed the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in ASU 2023-09 became effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 prospectively for the year ended December 31, 2025. See Note 7 — “Income Taxes”. Since this new ASU addresses only disclosures, its adoption did not have any effect on the Company’s financial position, results of operations, or cash flows. ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”) In July 2025, the FASB issued ASU 2025-05. 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. The amendments in this ASU should be applied prospectively. The Company has elected to early adopt the provisions of this practical expedient, and the adoption of this practical expedient did not have a material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements The Company considers the applicability and impact of all ASUs issued by the FASB. ASUs not listed below were assessed and determined to be either not applicable or are not expected to have a material effect on the Company’s consolidated financial statements. ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”) On November 4, 2024, the FASB issued ASU 2024-03 requiring additional income tax disclosures related to certain costs and expenses as listed below: • Disclosing the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas producing activities (or other amounts of depletion expense) included in each relevant expense caption. • Including certain amounts that are already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements. • Disclosing a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. • Disclosing the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. They should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to 69 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) any or all prior periods presented in the consolidated financial statements. The Company is currently evaluating the effect of this new guidance on the consolidated financial statement disclosures. ASU No. 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements (“ASU 2025-11”) On December 8, 2025, the FASB issued ASU 2025-11 to clarify the current interim disclosure requirements and the applicability of ASC 270 — “Interim Reporting” (“ASC 270”). The ASU creates a comprehensive list of interim disclosures in ASC 270 that are required in interim financial statements and the accompanying notes under GAAP. It also incorporates a disclosure principle requiring entities to disclose in interim periods events and changes that occur after the end of the most recent annual reporting period that have a material impact on the entity. ASU 2025-11 also clarifies that SEC registrants are required to refer to existing SEC guidance, such as Rule 10-01 of Regulation S-X, since those rules provide form and content requirements for condensed financial statements. ASU 2025-11 will be effective for interim and annual reporting periods beginning after 2027, which will be first quarter of fiscal 2028 for the Company. Early adoption is permitted, and the guidance can be applied prospectively or retrospectively. Since ASU 2025-11 is disclosure-related only, its adoption is not expected to have an effect on the Company’s financial position, results of operations, or cash flows. The Company is currently evaluating the disclosure guidance in ASU 2025-11 to determine if any new or amended disclosures will be required upon adoption. Note 4. Revenue and Accounts Receivable Revenue The following table sets forth the Company’s revenue disaggregated by geographical location, determined by reference to the customer’s shipping location for the years ended December 31, 2025 and 2024: For the Year Ended December 31, (Amounts in thousands, except for percentages) 2025 % 2024 % China $ 35,155 91.00 % $ — — % United States 3,327 8.61 % 1,215 78.19 % Japan 3 0.01 % 332 21.36 % Other 147 0.38 % 7 0.45 % Total revenue $ 38,632 $ 1,554 The following table sets forth the Company’s revenue disaggregated based on the method of revenue recognition for the years ended December 31, 2025 and 2024: For the Year Ended December 31, (Amounts in thousands) 2025 2024 Revenue recognized at a point in time $ 38,606 $ 361 Revenue recognized over time 26 1,193 Total revenue $ 38,632 $ 1,554 70 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Customer concentrations in revenue The following table sets forth a summary of the Company’s revenue concentration by customer for the years ended December 31, 2025 and 2024: For the Year Ended December 31, (Amounts in thousands, except for percentages) 2025 % 2024 % Customer A (1) $ — — % $ 1,193 76.77 % Customer B (1) — — % 332 21.36 % Customer C 10,444 27.03 % — — % Customer D 23,750 61.48 % — — % Others (2) (3) 4,438 11.49 % 29 1.87 % Total revenue $ 38,632 $ 1,554 (1) Customers A and B are related parties to the Company. (2) Each of the customers within “Others” comprised less than 10% of revenue each. (3) During the year ended December 31, 2025, “Others” included $ 3.4 million in revenue from a related party. Constrained revenue and variable consideration During each of the years ended December 31, 2025 and 2024, the Company had no revenue that was subject to constraint or variable consideration. Other revenue-related matters There were no contract assets (unbilled receivables) and no material contract liabilities (deferred revenue) as of December 31, 2025 and 2024. The Company did not have any outstanding or unsatisfied performance obligations as of December 31, 2025 and 2024. The Company did not have material costs related to obtaining a contract, or fulfilling a contract that are not addressed by other accounting standards, with amortization periods greater than one year as of December 31, 2025 and 2024. Accounts Receivable, net Normal credit terms for the Company’s accounts receivable are generally up to net 30 days, although credit terms for a customer sale that occurred in the fourth quarter of 2025 included credit terms up to 90 days. As of December 31, 2025, the Company’s accounts receivable, excluding accounts receivable due from a related party, were 69 % current, 26 % over 60 days past due, and 5 % over 90 days past due. The Company’s accounts receivable that were due from a related party were substantially all 90 days past due as of December 31, 2025, but were collected in full subsequent to December 31, 2025. 71 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) The balances and activity within the Company’s provision for credit losses as of and for the years ended December 31, 2025 and 2024 are set forth as follows: (Amounts in thousands) Balance, January 1, 2024 $ — Additions to provision for credit losses 420 Write-off activity — Balance, December 31, 2024 $ 420 Additions to provision for credit losses 523 Additions to provision for credit losses - related party 34 Write-off activity ( 420 ) Balance, December 31, 2025 $ 557 There were no recoveries of the provision for credit losses during the years ended December 31, 2025 and 2024. Customer concentration of accounts receivable The following table sets forth the summary of the Company’s concentration of accounts receivable, including accounts receivable due from a related party, by customer, as of the year ended December 31, 2025: As of December 31, (Amounts in thousands, except for percentages) 2025 % Customer A $ — — % Customer B — — % Customer C (1) 8,844 23.7 % Customer D (1) (2) 23,750 63.8 % Others (3) (4) 4,656 12.5 % Total accounts receivable, including due from related party $ 37,250 Less: provision for credit losses: ( 557 ) Accounts receivable, net, including due from related party $ 36,693 (1) The geographic concentration of these accounts receivable is from customers located in China. (2) Subsequent to December 31, 2025, the Company received payments of $ 15.2 million from this customer. (3) Each customer within “Others” individually comprised less than 10% each of the Company’s accounts receivable balance. (4) Includes receivable due from a related party of $ 3.4 million, which was paid in full subsequent to December 31, 2025. Note 5. Fair Value Measurements and Derivative Instruments Fair Value Measurements The Company determines fair value measurements used in its 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: 72 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) 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. Carrying amounts that approximate fair value The carrying amounts of cash, accounts receivable (including from related parties), prepaid expenses and other current assets, deferred tax assets, operating lease ROU assets, other assets, accounts payable, accrued trade payables, accrued expenses and other current liabilities (including to related parties), working capital loan - related party, and advances from related party all approximate their fair values due to their short-term maturities. Description of the Company’s financial instruments measured at fair value The following table sets forth information about the Company’s financial assets and liabilities measured at fair value as of December 31, 2025 and 2024: As of December 31, 2025 (Amounts in thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 19,103 $ — $ — $ 19,103 Total assets, measured at fair value $ 19,103 $ — $ — $ 19,103 Liabilities: Polar warrants $ — $ — $ 8,813 $ 8,813 Other earnout shares (1) — — 8,929 8,929 Total liabilities, measured at fair value $ — $ — $ 17,742 $ 17,742 (1) Includes $ 2.2 million in earnout shares - related party. 73 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) 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 Money market funds 14,314 — — 14,314 Total assets, measured at fair value $ 44,894 $ — $ — $ 44,894 Liabilities: Legacy Blaize convertible notes $ — $ — $ 148,629 $ 148,629 Legacy Blaize warrants — — 14,711 14,711 Total liabilities, measured at fair value $ — $ — $ 163,340 $ 163,340 There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the years ended December 31, 2025 and 2024. The following table presents additional information for the years ended December 31, 2025 and December 31, 2024 about the Company’s Level 3 liabilities measured at fair value on a recurring basis: Balance as of January 1, 2024 $ 36,435 2024 issuance of Legacy Blaize convertible notes and warrants 111,182 Change in fair value - Legacy Blaize convertible notes 10,023 Change in fair value - Legacy Blaize warrants 5,700 Balance as of December 31, 2024 163,340 Change in fair value - Legacy Blaize convertible notes 165,703 Change in fair value - Legacy Blaize warrants 60,345 Conversion of Legacy Blaize convertible notes and exercise of Legacy Blaize warrants ( 389,387 ) Fair value on date of issuance - other earnout shares 126,042 Change in fair value - other earnout shares ( 117,113 ) Fair value on date of issuance - Polar warrants 12,937 Change in fair value - Polar warrants ( 4,125 ) Balance as of December 31, 2025 $ 17,742 74 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) The following table sets forth information regarding the Company’s significant Level 3 inputs as of December 31, 2025 and 2024: Instrument valued using Level 3 methods As of December 31, Valuation Method Input 2025 2024 Polar warrants Black-Scholes Stock price $ 1.95 N/A Exercise price $ 5.00 N/A Dividend yield — N/A Volatility 81.30 % N/A Risk-free rate 3.68 % N/A Term 4.87 years N/A Other earnout shares Monte Carlo Simulation Stock price $ 1.95 N/A Dividend yield (continuous) — N/A Volatility (interpolated) 81.60 % N/A Risk-free rate (continuous) 3.61 % N/A Term 4.04 years N/A Legacy Blaize convertible notes Assumed market price † N/A † Legacy Blaize warrants ** ** N/A ** † The Legacy Blaize convertible notes were issued in a number of different tranches. The assumptions for recording these instruments at fair value involved 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 each tranche of Legacy Blaize convertible notes under each event scenario was discounted back to the valuation date using a discount rate aligned with the Company’s assumed credit rating and the weighted average present value of each scenario as assumed by management. ** The Legacy Blaize warrants were issued in a number of different tranches. Certain of the Legacy Blaize warrants were issued along with convertible notes, and others were issued separately. All were considered freestanding financial instruments. The 2023 issuance-date tranches of the Legacy Blaize warrants were valued using the Black-Scholes option pricing model probability-weighted for the same future event scenarios as used in the Legacy Blaize convertible notes, wherein the warrant strike price and the fair value of the respective conversion shares was calculated for each of participation group with different percentages. The fair value of other Legacy Blaize warrants issued in 2024 was valued using the Black-Scholes option pricing model, as probability-weighted for future event scenarios as defined in the associated convertible note agreement. The exercise price for that warrant tranche was a floating exercise price and thus was estimated using a Monte Carlo simulation model. The fair value of other Legacy Blaize warrants issued in 2024 separately from a convertible note issuance was estimated based on a probability-weighted approach of scenarios, including the scenarios that the Merger would and would not be consummated. Derivative Instruments The Company does not use derivatives to manage financial risks or as an economic hedge. The essential characteristics inherent in a derivative instrument are that the instrument is issued for no or nominal consideration, and also include the aspects of an underlying security, a notional amount, and a mechanism for net settlement. None of the Company’s derivative instruments are classified as hedging instruments, and all are marked to fair value at each quarterly period. 75 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) After the Merger and during the year ended December 31, 2025, the Company’s derivatives were comprised of: • The Other Earnout Shares, representing a freestanding structured forward contract; • The Polar warrants, representing a freestanding liability-classified derivative instrument; and • The Committed Equity Facility, which upon execution on July 14, 2025, was considered a freestanding purchased put right, with each draw on the Committed Equity Facility considered an embedded forward contract. As of December 31, 2025, the remaining value of the freestanding purchased put right of the Committed Equity Facility was considered nominal, and was marked to zero. No draws on the Committed Equity Facility were outstanding as of December 31, 2025. Prior to the Merger, and as of December 31, 2024, certain of the Legacy warrants were considered derivative financial instruments. Note 6. Financial Statement Details Inventories, net “Inventories, net” as of December 31, 2025 and 2024 and significant activity within the balances of inventories during the years ended December 31, 2025 and 2024 are set forth on the table, below: As of December 31, (Amounts in thousands) 2025 2024 Raw materials $ 6,414 $ 7,410 Work in progress 1,685 1,064 Finished goods - manufactured 2,031 87 Total manufactured inventories $ 10,130 $ 8,561 As of and for the years ended December 31, 2025 2024 Beginning balance - finished goods - resale (1) $ — $ — Purchase of finished goods - resale (2) 32,394 — Sale of finished goods - resale ( 32,394 ) — Ending balance - finished goods - resale $ — $ — Total inventories $ 10,130 $ 8,561 (1) Finished goods - resale is comprised of purchased hardware, primarily servers. (2) Supplier concentration for “Purchase of finished goods - resale” is concentrated between two suppliers located in China. As of December 31, 2025, “accrued trade payables” of $ 22.8 million on the Company’s consolidated balance sheet was payable for the Company’s purchase of finished goods - resale, which had been sold to a customer and thus was included in “cost of revenue” on the Company’s consolidated statements of operations for the year ended December 31, 2025. Subsequent to December 31, 2025, the Company paid $ 15.8 million on this liability. 76 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Prepaid expenses and other current assets “Prepaid expenses and other current assets” as of December 31, 2025 and 2024 are set forth on the table, below: As of December 31, (Amounts in thousands) 2025 2024 Prepaid expenses: Prepaid software licenses and maintenance $ 959 $ 510 Prepaid insurance premiums 223 292 Prepaid compensation 413 163 Other prepaid expenses 37 46 Other current assets: Deferred offering costs — 11,121 Vendor deposits 1,608 276 Tax assets 433 60 Other current assets 330 153 Total prepaid expenses and other current assets $ 4,003 $ 12,621 Accrued Expenses and Other Current Liabilities A detail of accrued expenses and other current liabilities is set forth in the table, below: As of December 31, (Amounts in thousands) 2025 2024 Accrued expenses: Accrued compensation $ 2,787 $ 1,685 Accrued professional fees 1,654 6,124 Accrued purchase commitments 135 3,289 Accrued technology fees 208 2,104 Other accrued expenses 968 407 Other current liabilities Accrued loss on purchase commitments 580 603 Income tax payable 319 88 Other current liabilities 49 — Total accrued expenses and other current liabilities $ 6,700 $ 14,300 (1) Tax assets includes corporate income tax receivables, sale taxes receivable and withholding taxes related to compensation as of December 31, 2025 and sale taxes receivable and withholding taxes related to compensation as of December 31, 2024. Note 7. Income Taxes The following table sets forth the domestic and foreign components of the Company’s loss before income taxes: For the Year Ended December 31, (Amounts in thousands) 2025 2024 U.S. $ ( 209,230 ) $ ( 64,690 ) Foreign 2,543 2,543 Loss before income taxes $ ( 206,687 ) $ ( 62,147 ) 77 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) The components of the Company’s provision for (benefit from) income taxes are set forth as follows: For the Year Ended December 31, (Amounts in thousands) 2025 2024 Current: U.S. Federal $ — $ ( 256 ) U.S. States 1 1 Foreign 584 427 Total current 585 172 Deferred (1) : Foreign ( 368 ) ( 1,124 ) Total deferred ( 368 ) ( 1,124 ) Total provision for (benefit from) for income taxes $ 217 $ ( 952 ) (1) Deferred income taxes were comprised solely of foreign taxes as of December 31, 2025 and 2024. The reconciliation of the Company’s tax provision at the U.S. federal statutory rate to the Company’s provision for income taxes for the year ended December 31, 2025 is set forth as follows: For the Year Ended December 31, 2025 (Amounts in thousands) Amount Percent Pre-tax book loss $ ( 206,687 ) Provision at U.S. federal statutory rate ( 43,404 ) 21.0 % U.S.: State and Local (1) ( 294 ) 0.1 % Federal: Effect of cross-border tax laws 893 ( 0.4 )% Tax credits ( 1,157 ) 0.6 % Change in valuation allowance 17,842 ( 8.6 )% Non-taxable or non-deductible items: Transaction costs 2,529 ( 1.2 )% Change in fair value of Legacy Blaize convertible notes and warrants and Polar warrants 46,604 ( 22.7 )% Change in fair value of other earnout shares ( 24,594 ) 12.0 % Other non-taxable or non-deductible items 1,272 ( 0.6 )% Foreign: Other foreign jurisdictions ( 616 ) 0.3 % Changes in unrecognized tax benefits 1,142 ( 0.6 )% Provision for income taxes $ 217 ( 0.1 )% (1) For the year ended December 31, 2025, California state taxes made up more than 50% of the tax effect in this category. 78 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) The reconciliation of the Company’s tax provision at the U.S. federal statutory rate to the Company’s provision for income taxes for the year ended December 31, 2024 is set forth as follows: For the Year Ended December 31, 2024 (Amounts in thousands) Amount Percent Pre-tax book loss $ ( 62,147 ) Provision at U.S. federal statutory rate ( 13,049 ) 21.0 % State taxes, net of federal benefit 1 — % Gain on remeasurement of warranty liability 3,302 ( 5.3 )% Other permanent differences 802 ( 1.3 )% Return to accrual adjustment ( 896 ) 1.4 % Foreign tax rate differential 195 ( 0.3 )% Tax credits ( 1,211 ) 2.0 % Uncertain tax position 410 ( 0.7 )% Deferred only adjustment to beginning deferred balances ( 799 ) 1.3 % Valuation allowance 10,290 ( 16.6 )% Other, net 3 — % Provision for income taxes $ ( 952 ) 1.5 % The components of the Company’s deferred tax assets as of December 31, 2025 and 2024 are set forth as follows: As of December 31, (Amounts in thousands) 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 68,847 $ 55,739 Tax credit 6,500 5,678 Other reserves and accrued expenses 1,401 1,178 Operating lease liabilities 34 80 Depreciation 498 440 Share-based compensation 6,966 1,519 Capitalized research and development (Section 174) 17,767 13,423 Other 649 3 Total deferred tax asset 102,662 78,060 Valuation allowance ( 100,506 ) ( 75,826 ) Net deferred income tax assets 2,156 2,234 Deferred tax liabilities: Right-of-use assets ( 33 ) ( 77 ) Total deferred tax liabilities ( 33 ) ( 77 ) Deferred income tax assets $ 2,123 $ 2,157 In determining the need for a valuation allowance, the Company weighs both positive and negative evidence in the various jurisdictions in which it operates to determine whether it is more likely than not that its deferred tax assets are recoverable. In assessing the ultimate realizability of its net deferred tax assets, the Company considers all available evidence, including cumulative losses and expected future losses and, as such, management does not believe it is more likely than not that the deferred tax assets will be realized. Accordingly, a full valuation allowance has been established in the U.S. and the Philippines. The valuation allowance as of December 31, 2025 and 2024 was $ 100.5 million and $ 75.8 million, respectively. The increase of $ 24.7 million in the Company’s valuation allowance as of December 31, 2025 compared to December 31, 2024 was due to increases in deferred taxes during the year ended December 31, 2025. 79 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) As of December 31, 2025, the Company had U.S. federal and U.S. state net operating loss carryforwards of $ 256.6 million and $ 213.8 million, respectively. The U.S. federal and U.S. state net operating loss carryforwards will begin to expire in 2030. As of December 31, 2025, the Company had U.S. federal research and development tax credit carryforwards of $ 6.8 million and U.S. state research and development tax credit carryforwards of $ 5.1 million. The U.S. federal research and development tax credit carryforwards will begin to expire in the year 2035 and the U.S. state research and development tax credit carryforwards, all of which are in the state of California, do not expire. As of December 31, 2025, the Company had foreign tax credit carryforwards of $ 1.1 million available to offset future income taxes payable in India. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite its belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax examinations. The following table sets forth a reconciliation of the total amounts of unrecognized tax benefits, excluded from the Company’s consolidated balance sheets, as the Company’s ability to realize these potential benefits is restricted: As of and for the Year Ended December 31, (Amounts in thousands) 2025 2024 Balance at beginning of period $ 5,000 $ 4,283 Additions based on tax positions taken related to prior years — 12 Additions based on tax positions taken related to current period 1,346 705 Reductions for tax positions related to prior year ( 116 ) — Balance at end of period $ 6,230 $ 5,000 The amount of unrecognized tax benefits is not expected to significantly change over the next twelve months. No amounts, outside of the valuation allowance, would impact the Company’s effective tax rate on continuing operations. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of the provision for income taxes, as necessary. Management determined that no accrual for penalties and interest expense related to income taxes was required as of December 31, 2025. The Company’s primary tax jurisdictions are the U.S., California, United Kingdom and India. All tax years since inception remain open to examination by the U.S. authority as a result of the net operating losses and credit carryforwards. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from three to four years. The Company is not currently under income tax examinations in any federal, state, local or foreign jurisdiction. On July 4, 2025, the law formally titled “An Act to Provide for the Reconciliation Pursuant to Title II of H. Con. Res. 14” (commonly referred to as “OBBBA”) was signed into law. Per the OBBBA, 100% bonus depreciation has been reinstated for all fixed assets placed in service after January 19, 2025. As such, 100% depreciation for tax purposes was taken on all current year additions, in the amount of $ 0.2 million. The OBBBA did not have a material effect on the Company’s effective income tax rates for the year ended December 31, 2025 and is not expected to have a material effect in future years. Note 8. Leases and Geographic Location of ROU Assets The Company’s lease obligations consist of operating leases for office facilities, with lease periods expiring between fiscal years 2026 and 2029, some of which include options to extend up to 12 months. Payments under these lease arrangements are primarily fixed, however, certain lease agreements contain variable payments for maintenance 80 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) services, utilities, and other expenses, which are expensed as incurred and not included in the operating lease ROU assets and liabilities. The Company does not have any leases that include residual value guarantees. The components of the net lease costs reflected in the Company’s consolidated statements of operations are set forth in the table below: For the Year Ended December 31, (Amounts in thousands) 2025 2024 Operating $ 802 $ 817 Short-term 22 26 Total lease costs $ 824 $ 843 The Company’s operating leases had a weighted average remaining lease term of 2.3 years and 3.2 years as of December 31, 2025 and 2024, respectively, and a weighted average discount rate related to the Company’s ROU assets and lease liabilities of 10.0 % and 9.9 % as of December 31, 2025 and 2024, respectively. Future minimum lease payments under the Company’s non-cancelable operating leases are set forth in the table below: (Amounts in thousands) 2026 $ 753 2027 512 2028 345 2029 14 2030 — Total future minimum lease payments $ 1,624 Less: Imputed interest ( 176 ) Present value of future minimum lease payments $ 1,448 Less: Operating lease liabilities, current ( 644 ) Operating lease liabilities $ 804 The following table sets forth the geographic location of the Company’s ROU assets as of December 31, 2025, and 2024: As of December 31, (Amounts in thousands) 2025 2024 India $ 871 $ 1,175 United Kingdom 528 321 United States 117 277 Total ROU assets $ 1,516 $ 1,773 Note 9. Property and Equipment Details and Geographic Location The following table sets forth the details of property and equipment included on the consolidated balance sheets as of December 31, 2025 and 2024: 81 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) As of December 31, (Amounts in thousands) 2025 2024 Computer equipment $ 11,844 $ 12,525 Software 2,833 2,833 Furniture and fixtures 175 175 Leasehold improvements 1,250 1,268 Vehicles 31 31 16,133 16,832 Less: Accumulated depreciation ( 14,907 ) ( 14,751 ) Total property and equipment, net $ 1,226 $ 2,081 The following table sets forth the geographic location of the Company’s long-lived assets, by major asset category, as of December 31, 2025, and 2024: As of December 31, (Amounts in thousands) 2025 2024 United States $ 709 $ 1,095 India 460 913 United Kingdom 57 73 Total property and equipment, net $ 1,226 $ 2,081 Note 10. Financial Instruments Existing Prior to the Merger Upon the consummation of the Merger, 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 (See Note 11 — “Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares” for a description of the 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. See Note 12 — “Stock Based Compensation” regarding previous options and RSUs issued under the historical 2011 Equity Incentive Plan (“2011 Amended Stock Plan”). Immediately prior to the closing of the Merger, all other outstanding financial instruments were automatically converted into shares of common stock in the Company, as further described below. Legacy Blaize Convertible Notes Prior to the consummation of the Merger, Legacy Blaize had 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 at each reporting period in the consolidated statements of operations. As of December 31, 2024, the fair value of the Legacy Blaize Convertible Notes was $ 148.6 million, and the change in fair value recognized in the Company’s consolidated statements of operations for the year ended December 31, 2024 was a loss of $ 10.0 million. 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 in the Company, with a loss due to the change in fair value upon conversion of $ 165.7 million recognized in the Company’s consolidated statements of operations for the year ended December 31, 2025. 82 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Legacy Blaize Warrants Prior to the consummation of the Merger, Legacy Blaize had issued freestanding warrants in connection with certain of its convertible debt agreements and preferred stock issuances which were recorded as liabilities on the consolidated balance sheets at their estimated fair value, calculated using the Black-Scholes option pricing model. As of December 31, 2024, the fair value of the Legacy Blaize warrants was $ 14.7 million, and the change in fair value recognized in the Company’s consolidated statements of operations for the year ended December 31, 2024 was a loss of $ 5.7 million. 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 in the Company, with a loss due to the change in fair value upon conversion of $ 60.3 million recognized in the Company’s consolidated statements of operations for the year ended December 31, 2025. Legacy Blaize Redeemable Convertible Preferred Stock Prior to the consummation of the Merger, Legacy Blaize had issued and outstanding (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, together referred to as the “Legacy Blaize Redeemable Convertible Preferred Stock”. The Legacy Blaize Redeemable Convertible Preferred Stock had been classified as mezzanine equity due to the redemption option of the preferred stock shareholders. The Legacy Blaize Redeemable Convertible Preferred Stock was recorded at fair value on the dates of issuance, net of issuance costs. Legacy Blaize 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 Legacy Blaize Redeemable Convertible Preferred Stock outstanding were converted into shares of common stock in the Company. PIPE Shares From December 31, 2024 through January 13, 2025, the Closing Date of the Merger, the Company and certain subscribers (collectively, the “Subscribers”) entered into subscription agreements under which the Company 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 per share. Upon the consummation of the Merger, all PIPE Shares that were outstanding were converted into shares of common stock in the Company. Note 11. Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares Common stock The Company has authorized 600 million shares of common stock with a par value of $ 0.0001 per share. The Company has only one class of common stock authorized and issued. Holders of the Company’s common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and there are no cumulative voting rights. The Company’s common stock has no preemptive, redemption, conversion, or subscription rights. The Company has not previously paid cash dividends on its common stock. Any future dividend payments are subject to the discretion of the Company’s board of directors (the “Board” or “Board of Directors”). The number of shares of the Company’s common stock outstanding immediately following the consummation of the Merger is set forth in the table below: 83 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Class A common stock, outstanding prior to the Merger 10,816,995 Sponsor forfeiture ( 2,000,000 ) Class A common stock subject to redemption, outstanding prior to the Merger 4,104,543 Shareholder note receivable 750,000 Redemption of Class A common stock ( 937,844 ) Class A Shares in non-redemption escrow ( 2,791,230 ) Class A common stock 9,942,464 PIPE shares 1,529,500 Class B common stock, outstanding prior to the Merger 5 Merger and PIPE financing shares 11,471,969 Legacy Blaize shares (see table below) 87,314,968 Issuance of common stock to advisors 94,949 Common stock outstanding immediately after the Merger 98,881,886 The number of Legacy Blaize shares of common stock immediately prior to the Merger and after the Merger is set forth in the table below: Pre-Conversion Post-Conversion Legacy Blaize shares of common stock immediately prior to the Merger 17,518,791 13,663,527 Conversion of Legacy Blaize redeemable convertible preferred stock 44,506,781 34,712,525 Conversion of Legacy Blaize convertible notes 40,302,382 31,433,259 Net exercise of Legacy Blaize warrants 9,623,432 7,505,657 Legacy Blaize shares of common stock immediately after the Merger 111,951,386 87,314,968 The following table sets forth the changes in shares of the Company’s common stock from the Closing Date of the Merger through December 31, 2025: Common stock outstanding immediately after the Merger 98,881,886 Vesting of restricted stock units 3,961,729 Exercise of stock options 562,446 Shares issued under Committed Equity Facility 8,493,674 Shares issued in Polar Private Placement 9,375,000 Shares issued to Cantor Fitzgerald & Co. 769,231 Common stock outstanding as of December 31, 2025 122,043,966 Shares issued under Committed Equity Facility On July 14, 2025, the Company entered into the Committed Equity Facility with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the agreement governing the Committed Equity Facility, the Company has the right, but not the obligation, to direct B. Riley to purchase newly issued shares of the Company’s common stock up to an aggregate value of $ 50.0 million over a defined 36-month period in distinct individual transactions (each, a “Purchase”) subject to certain limitations and conditions set forth in the Committed Equity Facility agreement, as further described below. Without prior stockholder approval, the total aggregate shares of common stock issued to B. Riley under the Committed Equity Facility cannot exceed 20,326,159 shares of common stock, representing 19.99 % of the aggregate number of shares issued and outstanding immediately prior to the execution of the Committed Equity Facility. 84 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Purchases under the Committed Equity Facility are subject to the following conditions: • The closing price of the Company’s common stock on the trading day immediately prior to each Purchase is required to be greater than $ 1.00 per share. • The total number of shares to be issued per Purchase may not exceed 1.0 million shares and is 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 purchase price per share of common stock is defined by the Committed Equity Facility as 97 % of the volume-weighted average price (“VWAP”) of the common stock for the defined period applicable to each Purchase, with 3 % of the VWAP as commission to B. Riley, excluding specific transactions outlined in the Committed Equity Facility agreement. All such calculations are subject to adjustments for any stock dividend, stock split, stock combination, recapitalization or other similar transactions. 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. At inception, the Company evaluated the Committed Equity Facility agreement and determined that it was considered to be a derivative instrument. See Note 5 — “Fair Value Measurements and Derivative Instruments”. During the year ended December 31, 2025, the Company sold a total of 8,493,674 shares of its common stock to B. Riley under the Committed Equity Facility agreement for net proceeds of $ 33.2 million. Shares issued in Polar Private Placement On November 10, 2025, the 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 certain warrants to purchase additional shares of the Company’s common stock, as further described below, resulting in aggregate gross proceeds of approximately $ 30.0 million, before deducting offering expenses. Shares issued to Cantor Fitzgerald & Co. In April 2025, the Company entered into an engagement letter with Cantor Fitzgerald & Co. (“Cantor”), which required a non-refundable advisory fee in the form of 769,231 shares of the Company’s common stock. In July 2025, the Company issued the shares of common stock due to the Cantor. Currently Outstanding Warrants to Purchase Common Stock BZAI warrants Upon the consummation of the Merger, the total of 29,648,250 warrants outstanding immediately prior to the Merger became warrants to purchase the Company’s common stock (the “BZAI warrants”). The Company determined that the BZAI warrants were considered to be freestanding instruments, did not exhibit any of the characteristics in ASC 480 that would require liability classification, were not classified as derivatives or precluded from equity classification under ASC 815, and were therefore classified equity and recognized as an increase in additional paid-in-capital. Each BZAI warrant entitles the holder to purchase one share of common stock at a price of $ 11.50 per share, subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and similar corporate actions. The warrants expire on January 13, 2030, unless earlier redeemed by the Company. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. 85 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Polar warrants On November 10, 2025, the Company issued 9,375,000 freestanding warrants (the “Polar warrants”), each Polar warrant exchangeable for one whole share of the Company’s common stock, in connection with its issuance of common stock to Polar. The Company determined that the Polar warrants were considered to be freestanding instruments, did not exhibit any of the characteristics in ASC 480 that would require liability classification, however, were precluded from equity classification under ASC 815, because these warrants met the definition of a derivative instrument in that they were issued for no initial investment, have the derivative characteristics of an underlying (the value and settlement based on the Company’s common stock), notional (the number of shares deliverable), and mechanism for net settlement (cashless exercise) while at the same time did not qualify for a derivative scope exception of both being indexed to the Company’s own stock and not permitting or requiring net cash settlement in a manner outside the Company’s control. In this case, the Polar warrants permit the counterparty to require net cash settlement in specified circumstances. At initial recognition, the warrants were recorded at their estimated fair value calculated using the Black-Scholes-Merton (“Black-Scholes”) option pricing model. The liability associated with these warrants is subject to fair value remeasurement at each balance sheet date using the Black-Scholes option pricing model, with changes in fair value recorded as a change in the fair value of warrant liabilities in the consolidated statements of operations. The warrants will continue to be remeasured until the earlier of the exercise during the warrant term or the automatic exercise on a cashless basis at the end of the warrant term of five years, or November 10, 2030. The Polar warrants are considered long-term liabilities, due to the warrants being out-of-the-money with a $ 5.00 exercise price, although they are immediately exercisable. At the earlier of the date of the warrants being unexercised but in-the-money, or one year from the date of termination with automatic cashless exercise, the Company will reclassify the liability to a short-term liability until the warrants are exercised, whether by Polar or by means of cashless exercise, at which point they will become reclassified to equity. Warrants issued to an advisor In connection with the Merger, the Company issued, to an advisor, warrants to purchase 50,000 shares of common stock at $ 11.50 per share (the “advisor warrants”), which expire after a term of five years, on February 10, 2030. The Company determined that the advisor warrants were considered to be freestanding instruments, did not exhibit any of the characteristics in ASC 480 that would require liability classification, were not classified as derivatives or precluded from equity classification under ASC 815, and were therefore classified equity and recognized as an increase in additional paid-in-capital. Earnout Shares In connection with the Merger, Legacy Blaize shareholders and employee equity award holders (including holders of stock options and 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”). 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” (“ASC 718”). Further, these Employee Earnout Shares have been determined to be equity classified and accordingly, will not be remeasured, unless an employee departs from the Company, as further described below. Earnout Shares issued to Burkhan and Legacy Blaize shareholders that are 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 contracts and not liability-classified under ASC 480 but represented a structured forward contract pursuant to ASC 815, which resulted in liability classification. 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 in the consolidated statements of operations. 86 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Legacy Blaize shareholders, Legacy Blaize employee equity award holders, and Burkhan are entitled to Earnout Shares in four tranches upon the occurrence of four separate events (each a “Triggering Event” and collectively, the “Triggering Events”), if they occur between the Merger date and January 13, 2030. 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. Employee Earnout Shares Company employees entitled to receive Employee Earnout Shares are required to 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 of equity award holders who received the right to the Earnout Shares on the Merger date. The reallocated shares are considered a forfeiture of the original award and grant of a new award. The Employee Earnout shares were measured at fair value at the issuance date using a Monte Carlo simulation model and expense is recognized over the derived service period of five years from the Merger date through January 13, 2030. If shares are forfeited and reallocated, as described above, the expense to date for the reallocated shares is reversed, and new expense is calculated for those shares using a Monte Carlo simulation model over the remaining period through January 13, 2030. During the year ended December 31, 2025, the Company recorded $ 15.9 million in stock-based compensation expense related to the Employee Earnout Shares. During the year ended December 31, 2025, 212,568 Employee Earnout Shares were forfeited due to employee terminations. As of December 31, 2025, there was $ 66.7 million of total 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 described in Note 5 — “Fair Value Measurements and Derivative Instruments”. Note 12. Stock Based Compensation The Company recorded stock-based compensation expense for stock options and RSUs as set forth in the following table: For the Year Ended December 31, (Amounts in thousands) 2025 2024 Research and development $ 17,096 $ 1,106 Selling, general and administrative 20,450 2,741 Total $ 37,546 $ 3,847 87 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) 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 2011 Amended Stock Plan. The 2025 Incentive Plan provides for the grant of 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. Authorized shares of common stock available under the 2025 Incentive Plan at inception was 30,500,000 shares of common stock. As of December 31, 2025, 19,189,633 shares 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 Stock Plan and all remaining unissued shares were retired. However, the 2011 Amended Stock Plan continues to govern the terms and conditions of the outstanding awards granted under it. Awards granted under the 2011 Amended Stock Plan that have subsequently been forfeited are cancelled and are no longer available for issuance. The Company recognizes compensation expense for grants of stock compensation awards on a straight-line basis over the requisite service period of the award’s vesting term. Stock Options A summary of stock option activity is set forth in the following table: (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, 2023 12,820,261 $ 1.44 9.3 $ 13,803 Granted 16,635,601 $ 1.18 Exercised ( 51,200 ) $ 1.91 Forfeited ( 4,290 ) $ 0.95 Expired ( 1,039,737 ) $ 1.97 Outstanding as of December 31, 2024 28,360,635 $ 1.27 9.2 22,741 Granted 1,618,456 $ 3.35 Exercised ( 562,446 ) $ 0.61 Forfeited ( 670,367 ) $ 1.79 Outstanding as of December 31, 2025 28,746,278 $ 1.38 8.2 27,364 Vested and expected to vest as of December 31, 2025 28,746,278 $ 1.38 8.2 27,364 Exercisable as of December 31, 2025 17,279,846 $ 1.45 8.0 17,848 During the year ended December 31, 2025, the Company accelerated the vesting associated with 388,988 outstanding options resulting in $ 1.1 million of incremental stock-based compensation expense. As of December 31, 2025, there was $ 14.2 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.6 years. The aggregate intrinsic value of service-based options exercised during the years ended December 31, 2025 and 2024 was $ 1.0 million and immaterial , respectively. The intrinsic value is the difference between the estimated fair value of the Company’s common stock at the date of exercise and the exercise price for in-the-money stock options. 88 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) During the years ended December 31, 2025 and 2024, the grant date fair value of the stock options granted was $ 1.93 and $ 0.88 per share, respectively. The fair value of the options issued was determined using the Black-Scholes option pricing model, using the following inputs: For the Year Ended December 31, 2025 2024 Weighted average exercise price (per share) $ 2.39 $ 1.49 Risk-free rate 3.7 % - 3.8 % 4.0 % - 4.4 % Expected life (in years) 5.4 years - 6.1 years 5.0 years - 6.2 years Expected volatility rate 58.7 % - 60.7 % 56.9 % - 57.5 % Dividend yield rate — % — % The total grant date fair value of stock options that vested during the years ended December 31, 2025 and 2024 was $ 9.5 million and $ 2.8 million, respectively. RSUs A summary of the Company’s RSU activity is as follows: Number of RSUs Weighted average grant date fair value Balance as of December 31, 2023 3,834,443 $ 1.51 Expired ( 198,536 ) 1.13 Forfeited ( 5,460 ) 1.05 Balance as of December 31, 2024 3,630,447 1.53 Granted 10,164,477 2.62 Vested ( 3,961,729 ) 1.76 Forfeited ( 473,696 ) 2.27 Balance as of December 31, 2025 9,359,499 $ 2.58 The grant date fair value of RSUs granted under the 2011 Amended Stock Plan was determined by the Board of Directors at each grant date. Immediately prior to the consummation of the Merger, the RSUs existing at that time, which had been granted under the 2011 Amended Stock Plan, had both a service-based condition and a liquidity event condition. The liquidity event condition was satisfied on the consummation of the Merger, and on the date of the Merger, the Company recognized $ 3.9 million in stock-based compensation expense associated with the vesting of the outstanding RSUs. As of December 31, 2025, there was $ 20.6 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.5 years. Earnout Shares Certain of the Employee Earnout Shares are subject to ASC 718. See Note 11 — “Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares”. 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. As of December 31, 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. 89 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Note 13. Net Loss per Share of Common Stock Prior to the Merger, the Company used the two-class method required for participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s redeemable convertible preferred stock that was outstanding prior to the Merger contractually entitled the holders of such stock to participate in dividends but did not contractually require the holders of such stock to participate in losses of the Company. Accordingly, in periods in which the Company reported a net loss attributable to common stockholders, such losses were not allocated to the redeemable convertible preferred stock. After the Merger, the Company applied the treasury stock method to determine the dilutive effect of potentially dilutive securities, and the if-converted method to determine the dilutive effect of any potentially dilutive convertible securities, as post-merger, the Company’s only participating securities were shares of the Company’s common stock, and any dividends declared on the common stock would be forfeitable if not vested. 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. There are no potentially dilutive securities included in the Company’s diluted net loss per share calculation for the years ended December 31, 2025 and 2024, as the effect of any potentially dilutive security is anti-dilutive due to the net losses in those periods. The table below sets forth the computation of basic and dilutive net loss per share: For the Year Ended December 31, (Amounts in thousands, except share and per share amounts) 2025 2024 Numerator Net loss $ ( 206,904 ) $ ( 61,195 ) Denominator: Weighted-average shares outstanding, basic and diluted 104,275,265 17,476,105 Net loss per share, basic and diluted $ ( 1.98 ) $ ( 3.50 ) The table below sets forth a listing of potentially dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common shareholders because the impact of including them would have been anti-dilutive or out-of-the-money: As of December 31, 2025 2024 (1) Stock options 28,746,278 12,736,621 RSUs 9,359,499 3,743,578 Earnout shares 17,600,000 — Warrants issued to an advisor 50,000 — Polar warrants 9,375,000 — BZAI warrants 29,648,250 — Legacy Blaize redeemable convertible preferred stock — 34,702,999 Legacy Blaize warrants — 4,695,604 Total 94,779,027 55,878,802 (1) On the date of the Merger, the Legacy Blaize redeemable convertible preferred stock and Legacy Blaize warrants were converted into common stock of the Company. Upon the consummation of the Merger, each outstanding stock 90 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) 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. Certain Legacy Blaize RSUs were converted to shares of the Company’s common stock on the date of the Merger, as these RSUs included a liquidity condition which was satisfied upon the event of the Merger. Note 14. Segment Reporting The Company operates as a single operating and reportable segment. “Operating segments” are defined as components of the Company that engage in business activities with distinct financial information that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its chief executive officer, who regularly reviews financial information presented on a consolidated basis for the purpose of making decisions and assessing financial performance, as the Company’s products and services have similar economic characteristics. The financial information received by the CODM focuses primarily on total available cash and cash equivalents, total revenue, significant expenses, net loss, and earnings before interest, tax, depreciation and amortization (“EBITDA”), and EBITDA as further adjusted for certain non-cash items and other adjustments that the CODM does not consider in their evaluation of ongoing operating performance from period to period (“Adjusted EBITDA”), to make decisions regarding the Company’s strategy, including the allocation of resources, as well as the Company’s assessment of operating performance. As the Company operates as a single operating segment, the measures of total available cash and cash equivalents, total revenue and net loss, as reviewed by the CODM, are set forth on the consolidated financial statements, as well as in certain notes to the consolidated financial statements. See Note 5 — “Fair Value Measurements and Derivative Instruments” for details regarding the Company’s cash equivalents. See Note 4 — “Revenue and Accounts Receivable” for details regarding the Company’s total revenue disaggregated by customer geographical location and the major customer concentrations of the Company’s total revenue and accounts receivable balances. Similarly, as the Company operates in a single segment, the consolidated statements of operations provide one view of the Company’s significant expenses. Additional to the consolidated statements of operations, the CODM regularly reviews the significant expense categories in the calculation of net loss, set forth as follows: For the Year Ended December 31, (Amounts in thousands) 2025 2024 Revenue $ 38,632 $ 1,554 Cost of revenue ( 32,438 ) ( 579 ) Employee costs ( 69,090 ) ( 31,981 ) Technology costs ( 6,327 ) ( 4,694 ) Depreciation ( 1,195 ) ( 886 ) Interest income, net 1,752 1,904 Fair value changes and financing charges ( 104,872 ) ( 16,187 ) Other items (1) ( 33,366 ) ( 10,326 ) Net loss $ ( 206,904 ) $ ( 61,195 ) (1) “Other items” includes marketing expenses, professional fees, facilities costs, foreign exchange gains and losses, credit loss estimates, income taxes, and other overhead expenses. 91 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) The following table sets forth the Company’s reconciliation of net loss to EBITDA and Adjusted EBITDA: For the Year Ended December 31, (Amounts in thousands) 2025 2024 Net loss $ ( 206,904 ) $ ( 61,195 ) Depreciation 1,195 886 Provision for (benefit from) income taxes 217 ( 952 ) Interest income, net ( 1,752 ) ( 1,904 ) EBITDA ( 207,244 ) ( 63,165 ) Stock-based compensation 37,546 3,847 Fair value changes and financing charges 104,872 16,187 Transaction costs 12,043 217 Non-cash inventory cost realignment adjustments ( 786 ) ( 349 ) Other adjustments (1) 3,091 567 Adjusted EBITDA $ ( 50,478 ) $ ( 42,696 ) (1) “Other adjustments” includes, but is not limited to, other non-cash expenses, including foreign exchange gains and losses, and income and expenses that are not expected to be ongoing, including litigation expenses, financing advisory fees, and fines and penalties (or the recoveries and reversals of such). The Company believes that these items are not reflective of its ongoing operating performance and excluding these items provides a more meaningful comparison of its results of operations over comparative periods. The measure of segment assets is reported on the consolidated balance sheet as the Company operates as a single operating segment and the CODM reviews the assets on a consolidated basis. As such, no asset reconciliation adjustments are required. See Note 8 — “Leases and Geographic Location of ROU Assets” and Note 9 — “Property and Equipment Details and Geographic Location” for details regarding the geographic location of the Company’s long-lived assets. Note 15. Related Party Transactions and Balances Transactions with the Sponsor and its affiliates 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 affiliate of the Sponsor. The Referral Agreement has an initial approved customer of BurTech Systems Tech LLC (“BST”), an affiliate of the Sales Partner. Under the agreement, BST will purchase, subject to the issuance of purchase orders, up to $ 56.5 million of the Company’s products on behalf of a certain unaffiliated end user. The Sales Partner will receive a commission from the Company of up to 10 %, depending on the Company’s gross margins under the purchase order. The sales commission is payable in cash, or, partially, at the Company’s discretion, in shares of the Company’s common stock. The commission is payable to BST once the Company receives cash from these sales. During the year ended December 31, 2025, the Company recognized $ 3.0 million in revenue from the Referral Agreement, inclusive of sales commissions of $ 0.3 million, which was reported as a reduction of revenue. As of December 31, 2025, the Company had recorded $ 3.4 million, gross, in accounts receivable - related party due from BST in relation to these sales. The sales commission payable of $ 0.3 million was recorded as “accrued expenses - related party” on the Company’s consolidated balance sheet as of December 31, 2025. Subsequent to December 31, 2025, BST paid the Company in full, and the Company released the sales commission payable, electing full cash payment for the sales commission. 92 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Other earnout shares - related party A portion of the “other earnout shares” were issued to an affiliate of the Sponsor at the time of the Merger. See Note 11 — “Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares”. The fair value of these other earnout shares as of December 31, 2025 was $ 2.2 million as set forth on the Company’s consolidated balance sheets as of December 31, 2025. Working capital loan - related party Immediately prior to the consummation of the Merger, the Company issued an unsecured promissory note to the Sponsor, pursuant to which it borrowed $ 1.5 million for general corporate purposes. On the date of the Merger, this loan was recorded on the Company’s consolidated balance sheet, and was outstanding as of December 31, 2025. Repayment has been demanded by the Sponsor. Advances from related party Immediately prior to the consummation of the Merger, the Sponsor provided the Company with certain working capital advances, which are non-interest bearing and payable on demand, in the amount of $ 2.9 million. These amounts are reflected on the consolidated balance sheet as of December 31, 2025 as “advances from related party”. Repayment has been demanded by the Sponsor. Accounts payable - related party Immediately prior to the consummation of the Merger, the Company owed management fees in the amount of $ 0.2 million to the Sponsor. These amounts are reflected on the consolidated balance sheets as of December 31, 2025 as “accounts payable - related party”. Shareholder note receivable Immediately prior to the consummation of the Merger, the Sponsor issued a secured promissory note and pledge agreement (the “shareholder note receivable”) to the Company which will decrease when the Sponsor pays for transaction costs that the Company assumed from the Sponsor during the Merger. The shareholder note receivable is secured by collateral of 2,000,000 shares of the Company’s common stock owned by the Sponsor. As of December 31, 2025, the outstanding principal of the shareholder note receivable was $ 8.6 million, the amount of which has been deducted from additional paid-in capital on the Company’s consolidated balance sheet as of that date. Non-Redemption Agreements On December 31, 2024 and through January 13, 2025, the Company, its Sponsor, and Legacy Blaize entered into non-redemption agreements with several unaffiliated stockholders (each, an “Investor”) who agreed not to redeem (or, alternately, to validly rescind any redemption requests on) their shares of common stock (“Non-Redeemed Shares”) through up to 180 days after the Closing Date. These Non-Redeemed Shares were exchanged for shares of the Company’s common stock and were held in a separate escrow account. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor agreed to guarantee that each Investor receive a return of $ 1.50 per Non-Redeemed Share held in a related cash escrow account, subject to certain conditions. The Sponsor, and not the Company, was contractually obligated for the $ 1.50 per share premium related to these non-redemption agreements. Accordingly, the Company did not recognize a non-redemption liability for the Sponsor’s commitment. 93 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) Transactions with other related parties Transactions with other related parties for advisory and marketing services, and a related party employed by the Company are set forth in the table below: As of and for the Year Ended December 31, (Amounts in thousands) 2025 2024 Cash paid to other related parties: Advisory services (1) $ 150 $ — Marketing services (2) 205 292 Cash compensation paid to related party employee (3) 144 143 Total cash paid to other related parties $ 499 $ 435 Included in “prepaid expenses and other current assets - related parties” on the Company’s consolidated balance sheets $ — $ 250 Included in “selling, general and administrative - related party” on the Company’s consolidated statements of operations (3) 773 185 (1) Advisory fees were incurred with a family member of a key employee of the Company. (2) Marketing expenses were incurred with a company owned by a direct family member of a minority stockholder and member of the Company’s Board of Directors. (3) A relative of one of the Company’s named executive officers is employed by the Company, with a total compensation of $ 0.2 million and $ 0.1 million during the years ended December 31, 2025 and 2024, respectively. Total compensation as presented in “included in selling, general and administrative - related party” includes an immaterial expense for RSUs, with the fair value of the RSUs as determined on the date of grant. During the year ended December 31, 2024, the Company recognized revenues of approximately $ 1.5 million, or approximately 98 % of its total revenue, from sales of strategic consulting services to two minority stockholders. During the year ended December 31, 2024, the Company repaid a demand note due to a minority stockholder and member of the Company’s Board of Directors in the amount of $ 4.8 million. Note 16. Commitments and Contingencies United States Employees — 401(k) Plan A 401(k) plan is provided to employees in the United States that covers substantially all employees meeting certain age and service requirements. The Company makes discretionary matching contributions to the 401(k) plan, with the exception that “highly compensated employees” as defined by U.S. Internal Revenue Service regulations do not receive a matching contribution. Employees who receive matching contributions are immediately fully vested in the employer matching contribution. The Company recorded $ 0.4 million and $ 0.2 million in matching contributions for the years ended December 31, 2025 and 2024, respectively. United Kingdom Employees — Defined Contribution Pension Plan A voluntary defined contribution pension plan is provided to employees in the United Kingdom that covers substantially all employees meeting certain age, income, and service requirements. The Company makes matching contributions to the pension plan in the amount of up to 8 % of employees’ annual salary. Employees are immediately fully vested in the employer matching contribution. The Company recorded $ 0.3 million and $ 0.3 million in matching contributions for the years ended December 31, 2025 and 2024, respectively. 94 BLAIZE HOLDINGS, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (cont.) India Employees — Long-term Employee Benefits The Company provides its employees in India an opportunity to participate in a long-term defined benefit plan. The liability the Company bears for providing this benefit is determined through an actuarial valuation at each reporting date. The benefit plan provides for lump sum payments to vested employees on retirement, death while in service, or on termination of employment for an amount equivalent to 15 days of basic salary for each completed year of service. Vesting occurs upon completion of five years of service. The present value of this obligation is determined by the projected unit credit method and adjusted for past service cost and fair value of plan assets as at the balance sheet date through which the obligations are to be settled. The actuarial gain or loss on change in present value of the defined benefit obligation or change in return of the plan assets is recognized as an income or expense in the consolidated statement of operations. The expected return on plan assets is based on the assumed rate of return of such assets. As of December 31, 2025 and 2024, respectively, the related net liability of $ 1.0 million and $ 1.1 million is included within “accrued expenses and other current liabilities” on the consolidated balance sheets. Purchase Commitments Purchase commitments outstanding for manufactured inventories as of December 31, 2025 were not material, and manufactured inventory components purchased during the year ended December 31, 2025 under purchase commitments were not material. 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 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. On September 30, 2025, Jefferies and the Company settled the matter, and no amounts were outstanding as of December 31, 2025. Note 17. Subsequent Events The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements . 95 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.