BZAIW

Risk Factors herein, elsewhere in this Annual report on Form 10-K and other documents filed by us from time to time with the U.S.
Securities and Exchange Commission (“SEC”).
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC.
Readers are cautioned not to put undue reliance on forward-looking statements.
The Company does not give any assurance that it will achieve its expectations.
IMPORTANT INFORMATION REGARDING OUR DISCLOSURE TO INVESTORS We may use our website (www.blaize.com) to communicate with our investors and disclose company information.
The information disclosed through our website may be considered material.
Investors should monitor our website in addition to press releases, SEC filings and public conference calls and webcasts.
The contents of our website referenced herein are not incorporated by reference into this Annual Report on Form 10-K.
GLOSSARY This glossary highlights some of the terms that we use elsewhere in this Annual Report on Form 10-K and is not a complete list of all the defined terms used herein.
“API” means application programming interface.
“Blaize Holdings, Inc.” means the Company and its subsidiaries, after the Business Combination.
“Board” or “Board of Directors” means the board of directors of the Company.
“BurTech” means BurTech Acquisition Corporation, a SPAC, which was a publicly traded entity existing prior to the Closing Date of the Business Combination.
“Burkhan” means Burkhan Capital LLC, a Delaware limited liability company, an affiliate of BurTech.
“Business Combination” means the transaction pursuant to the Merger Agreement, whereby Merger Sub merged with and into Legacy Blaize, with Legacy Blaize being the surviving company and a wholly owned subsidiary of BurTech.
The Business Combination may also be referred to as a “de-SPAC” transaction.
“CFIUS” means the Committee on Foreign Investment in the United States, which is an inter-governmental agency committee in the United States government that reviews the national security implications of foreign investments in the economy of the United States.
“Closing Date” means January 13, 2025, the date that the Company consummated the transaction contemplated by the Merger Agreement.
“de-SPAC” transaction means a process where a private operating company (in this case, Legacy Blaize) merges with a SPAC (in this case, BurTech) to become a publicly traded company.
Foreign Corrupt Practices Act of 1977, as amended.
“GSP” means Graph Streaming Processor, a specialized AI accelerator designed for graph-native computing.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.
“Legacy Blaize” means Blaize, Inc., which survived the Merger as a wholly owned subsidiary of the Company.
“Merger” means the transactions contemplated by the Merger Agreement as defined below, and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”.
“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024, and November 21, 2024), by and among BurTech, Merger Sub, Legacy Blaize and, for the limited purposes set forth therein, Burkhan.
“Merger Sub” means BurTech Merger Sub, Inc., a former Delaware corporation and former wholly owned subsidiary of BurTech.
Merger Sub was a shell company formed by BurTech solely in order to complete the acquisition of Legacy Blaize.
“Nasdaq” means The Nasdaq Stock Market LLC.
Both the Nasdaq Global Market (on which the Company’s common stock is listed) and Nasdaq Capital Market (on which the Company’s warrants are listed) are tiers of markets within the broader Nasdaq Stock Market LLC.
“NRE” means non-recurring engineering engagements, also referred to as strategic consulting services.
“OEM” means original equipment manufacturer.
“PCIe card” means a peripheral component interconnected express card, an expansion component that upgrades computer functionality.
“Securities Act” means the Securities Act of 1933, as amended.
“SoC” means System-on-a-Chip products, including our wafer fabrication, assembly, and testing processes.
“SPAC” means Special Purpose Acquisition Company, which is a blank check, publicly traded shell company that has raised capital through an initial public offering and is formed with the purpose of performing a business combination transaction within a specified timeframe.
“Sponsor” means BurTech LP, LLC, which prior to the Merger was the sponsor of BurTech.
After the close of the Merger, the Sponsor and its affiliated entities remained a significant shareholder in the Company and are therefore considered a related party.
(“Blaize,” the “Company,” “we,” “us,” and “our”) develops purpose-built AI-enabled computing solutions comprised of both our proprietary hardware and software, and complementary third-party hardware solutions, as further described below.

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Gone since FY2024

The following risk factors should be considered in addition to the other information, including Item 7. and Item 8., of this Annual Report.
Risk Factors Summary The following is a summary of the principal risks and uncertainties described in more detail in this annual report: • We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability. • Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. • Our partnerships with certain automotive OEMs and Tier-1 suppliers are long-term in nature and we will not receive firm purchase order commitments until we deliver our auto-grade chip. • Our future revenue and operating results will be harmed if we are unable to acquire new customers, retain existing customers, terminate existing customer or partnership contracts or expand sales to our existing customers. • We may not be able to successfully implement our growth strategy on a timely basis or at all. • Failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our platform and products. • Our sales cycle with large enterprise customers can be long and unpredictable, and our sales efforts require considerable time and expense. • If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer. • If we fail to offer high quality support, our business and reputation could suffer. • We depend on timely supply of materials sourced from a limited number of suppliers, and are directly impacted by unexpected delays or problems from our third-party manufacturers. • We depend on third-party manufacturers, including Samsung Foundry and Plexus, for producing our products, and in the event of a disruption in our supply chain, any efforts to develop alternative supply sources may not be successful or may take longer to take effect than anticipated. • If we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform and products and innovate and introduce new solutions in a manner that responds to our customers’ evolving needs, our business may be adversely affected. • If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service and customer satisfaction or adequately address competitive challenges. • We may acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our stockholders.
We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions. • We face intense competition, especially from well-established companies offering solutions and related applications.
We may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers and grow our business. • We may need to reduce or change our pricing model to remain competitive. • If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, our platform and products may become less competitive. • The estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be inaccurate.
Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all. • We depend on our senior management team and the loss of one or more key employees or an inability to attract and retain highly skilled employees may adversely affect our business. • If we are unable to hire, retain and motivate qualified personnel, our business will suffer. • If our software or hardware contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle claims with our customers. • We process proprietary, confidential, and personal information, which may subject us to certain laws or other obligations regarding the privacy and security of such information.
If we fail to comply with applicable laws or obligations, or if the confidentiality, integrity, or availability of this information or our information technology systems is compromised, our reputation may be harmed and we may be exposed to liability and loss of business. • We currently optimize, quantize and fine-tune existing AI models and may in the future, use and develop AI, machine learning and automated decision-making technologies throughout our business, which may expose us to certain regulatory and other risks that could adversely affect our results of operations and financial condition. • We depend on third-party data hosting and transmission services.
Our inability to obtain third-party licenses for such materials, or obtain them on favorable terms, or any errors, bugs, defects or failures caused by such materials could adversely affect our business, results of operations and financial condition. • Our use of open source software or datasets could subject us to possible litigation or cause us to subject our platform or products to unwanted open source license conditions that could negatively impact our sales. • We could incur substantial costs in protecting or defending our proprietary rights.
Failure to adequately protect our rights could impair our competitive position and we could lose valuable assets, experience reduced revenue and incur costly litigation. • We conduct, and Legacy Blaize conducted, a portion of its business with third-party ecosystem partners to provide defensive solutions that incorporate our products to various foreign and domestic government agencies, which are subject to unique risks. • We may be subject to additional obligations to collect and remit sales tax and other taxes.
We may be subject to tax liability for past sales, which could harm our business. • The market price of shares of our common stock may be volatile or may decline regardless of our operating performance.
You may lose some or all of your investment. • The market price of our common stock is and could remain highly volatile, and has declined and may continue to decline regardless of our operating performance.
You may lose some or all of your investment. • Our ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all.
Debt issued to raise additional capital may reduce the value of our common stock. • The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the requirements of the Nasdaq, may strain our resources, increase our costs and require additional attention of management, and we may be unable to comply with these requirements in a timely or cost-effective manner. • Our management has limited experience in operating a public company and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act. • Some provisions of Delaware law and our certificate of incorporation and bylaws may deter third parties from acquiring us and diminish the value of our Common Stock. • Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes‑Oxley Act could negatively impact our business.
During the years ended December 31, 2024 and 2023, we incurred operating losses of $47.6 million and $38.5 million, respectively, and used cash in operating activities of $53.5 million and $28.0 million, respectively.
As of December 31, 2024, we had an accumulated deficit of $429.3 million.
In recent periods, our revenue growth has been attributed to non-recurring engineering (“NRE”) engagements with automotive partners as well as, beginning in the fourth quarter of 2022, to limited quantities of production product shipments to customers.
In 2024, we commenced a program to develop our next-generation silicon products, which are expected to remain in development for at least two years before becoming available for sale.
Such chip development is a highly complex process involving specialized third-party partners, and we cannot guarantee that the chip will initially perform as designed.
Our recent growth rates may not be indicative of our future growth.
Our prior years revenue has largely consisted of NRE revenue received from our strategic partners.
We have developed a customer pipeline in recent years and are commencing the delivery of hardware and software solutions based on our production chip that came to market at the end of 2022.
This pipeline is expected to convert into revenues from 2024/2025 onwards, but it may not convert in the timeline we expect or at all.
The conversion of our pipeline is also not guaranteed as there are several external dependencies that we do not control, before the end customer is ready to deploy AI solutions.
Furthermore, we believe our revenue growth depends on a number of factors, including our ability to: • expand our eco-system of partners for hardware and software solutions; • attract new customers and retain and increase sales to existing customers; • maintain and expand our relationships with our customers; • develop our existing platform and products, introduce new functionality to our platform and develop new products; • expand into new market segments and internationally; and • secure long-term revenue commitments from automotive Original Equipment Manufacturers (“OEMs”) and Tier-1 suppliers.
Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting firm has included an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern in its report for the year ended December 31, 2024, included in the Company’s Current Report on Form 8-K/A, filed on April 14, 2025.
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 the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts.
Although the Company intends to raise additional capital through issuances of additional debt and equity, as well as through the consummation of the Business Combination, and is currently taking actions to both source and preserve cash through a combination of the issuance of convertible notes and a possible capital market transaction and has received additional funding in 2024, there is no assurance that additional financing will be available at terms acceptable to us or at all.
Our partnerships with certain automotive OEMs and Tier-1 suppliers are long-term in nature and we will not receive firm purchase order commitments until we deliver our auto-grade chip.
We have been working with automotive partners for several years and secured long term joint development agreements for revenue predicated upon the Company delivering automotive-grade chips to them.
Additionally, in 2023 and 2024, we teamed up with one automotive OEM, Mercedes-Benz North America Corporation (“Mercedes-Benz”), and their partner vendors to evaluate their requirements for an advanced L4 platform.
This is intended to be in production by the end of this decade and a phase 1 evaluation recently concluded in the second quarter of 2024.
To date, we have recognized approximately $25.0 million and $7.0 million in non-recurring engineering fees from DENSO and Mercedes-Benz, respectively.
We anticipate that Blaize will be well positioned to resume this relationship with Mercedes-Benz once it has confirmed its ADAS roadmap and selected all other relevant partners for their next-level platform.
However, Blaize has not yet entered into any contractual arrangements for this engagement and ADAS solutions with Mercedes-Benz based on Blaize’s technology are not expected to be in production until 2028 or later.
Our partnership with our main Tier-1 supplier, DENSO Corporation (“DENSO”) continues with projects centered around Blaize’s software and hardware offerings, including a Proof of Concept Agreement (as defined herein) with aggregate proceeds of approximately $3.0 million upon its completion, as described further in the section entitled “Information About Blaize — Material Contracts.” Blaize intends to continue to build on our current relationships with Mercedes-Benz and DENSO and to establish new relationships with other automotive OEMs and Tier-1 and Tier-2 partners now and in the future but we do not believe Blaize is reliant on either of Mercedes-Benz or DENSO currently or in the future.
Blaize’s product roadmap expects to have solutions for ADAS in production beginning in 2028 and we anticipate recognizing revenues from these potential future partnerships with automotive OEMs and Tier-1 and Tier-2 partners.
A shortfall in those revenues will significantly impact our automotive roadmap and automotive OEMs and Tier-1 and Tier-2 partners, including Mercedes-Benz and DENSO, may choose to adopt competing technologies.
Our future revenue and operating results will be harmed if we are unable to acquire new customers, retain existing customers, terminate existing customer or partnership contracts or expand sales to our existing customers.
The majority of revenues that Blaize has generated to date are through paid proof-of-concepts or NRE concepts.
In order for us to maintain or improve our results of operations, it is important that our customers renew their contracts with us on the same or more favorable terms to us.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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