Blaize Holdings, Inc.: Form 10-Q for the period ended Jun 30, 2025

Unless otherwise indicated, references to “we”, “us”, “our”, “Blaize” or the “Company” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are to Blaize Holdings, Inc. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto, included in Part 1. Item 1. of this Quarterly Report, risk factors, included in Part 2. Item 1A. of this Quarterly Report, and the information included in our Current Report on Form 8-K/A, as filed with the SEC on April 15, 2025.

Overview

Blaize is a provider of purpose-built, transformative artificial intelligence (AI)-enabled edge computing solutions that unite software and silicon to optimize AI from the edge to the core. Blaize provides a full-stack programmable processor architecture suite and low-code/no-code software platform that enables AI processing solutions for high-performance computing at the network’s edge and in the data center. Blaize solutions deliver real-time insights and decision-making capabilities at low power consumption, high efficiency, minimal size and low cost. Our mission is to enable enterprises to harness the power of AI at the edge, delivering real-time insights and decision- making capabilities with compelling speed and efficiency. With our innovative hardware and software solutions, we believe we are at the forefront of transforming industries and unlocking new possibilities in an increasingly connected and data-driven world.

Our portfolio includes highly efficient programmable AI processors in a broad range of form factors, deployable across several verticals, including enterprise, commercial, industrial, defense and automotive. Blaize’s accelerated AI computing platforms enable applications such as computer vision, advanced video analytics and AI inference. The use of industry standards ensures rapid integration into existing workflows and systems by our customers. Our unique and rich set of software tools empower non-expert practitioners to deploy existing and novel AI applications on our hardware, with ease and speed, without the need to learn or use source code. All of this is combined into integrated AI solutions which are designed to deliver real-time insights and decision-making capabilities with substantial speed and efficiency.

We believe we are well positioned to empower organizations to process and analyze data in real time at the edge of the network, thereby enabling them to make informed decisions, unlock new business opportunities, and gain a competitive advantage in the rapidly evolving AI landscape. With a strong focus on innovation, performance, and partnership, we believe we will help to drive the future of AI accelerated computing at the edge.

Recent Developments

Strategic Partnership with Starshine

On July 16, 2025, we entered into a Strategic Cooperation Agreement (the “Starshine Agreement”) with Starshine Computing Power Technology Limited, a Hong Kong company (“Starshine”). Pursuant to the terms of the Starshine Agreement, Blaize and Starshine are entering into a strategic partnership to develop business opportunities for the sale of Blaize’s hybrid AI platform and other products and services through Starshine in the Asia Pacific region. Starshine has agreed to deliver a minimum of $120 million in revenue to Blaize over the first 18 months of the Starshine Agreement.

Committed Equity Facility

On July 14, 2025, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement with B. Riley Principal Capital II, LLC (“B. Riley Principal Capital II”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to B. Riley Principal Capital II up to an aggregate of $50,000,000 of our newly issued shares of common stock, subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement, including that (i) B. Riley Principal Capital II be provided rights to purchase shares at a price based on the volume-weighted average price of the Common Stock, with a 3% discount, and (ii) that we may issue no more than the number of shares equal to 19.99% of the aggregate number of our issued and outstanding shares of common stock as of immediately prior to the execution of the Purchase Agreement without (a) first obtaining stockholder approval or (b) ensuring that the price per share paid by B. Riley Principal Capital II for all shares purchased equals or exceeds $2.9318 per share, which would allow the issuance to exceed the Exchange Cap under applicable Nasdaq rules. We plan to use proceeds from these sales for strategic initiatives, including the commercialization of a South Asia smart infrastructure contract and investment in next-generation technology. As of August 14, 2025, sales under the Purchase Agreement had not yet commenced.

Sales Partner Referral Agreement

On June 30, 2025, we entered into a Sales Partner Referral Agreement (the “Referral Agreement”) with Burkhan LLC (the “Sales Partner”), an affiliate of Burkhan.

Pursuant to the Referral Agreement, the Sales Partner will, on a non-exclusive basis, promote certain of our products and refer potential customers to us. We may approve or reject any customer opportunity presented by the Sales Partner in its sole discretion. For any approved customer opportunity, the Sales Partner and us will negotiate in good faith on the commission payable to the Sales Partner.

The Referral Agreement has a term of three years and is terminable by either party for convenience on 30 days’ written notice or on five days written notice in the event of a material breach by the other party. The Referral Agreement also contains certain confidentiality and indemnification provisions.

The Referral Agreement has an initial approved customer of BurTech Systems Tech LLC (“BST”), an affiliate of Burkhan, as described in the referral exhibit thereto (the “Referral Exhibit”). Under the Referral Exhibit, BST will purchase up to approximately $56.5 million of our products on behalf of an unaffiliated end user, beginning in the second quarter of 2025 through 2026. BST will receive a financing fee of 2.5% of the total purchase price from the end user and Sales Partner will receive a commission payable by us of up to 10%, depending on our gross margins under the purchase order, payable in cash or partially, at our discretion, in shares of our common stock, as described in the Referral Exhibit.

Key Business Metrics

Pipeline

We have identified potential future business opportunities that could significantly accelerate growth through near-term customer implementations. Although Blaize has no contractual arrangement(s) with respect to such pipeline and there is no assurance of a future contractual arrangement, the pipeline contains target accounts and opportunities that have been identified and verified as potential customers for Blaize products and services. We classify certain key metrics related to our pipeline into the following categories: proof of concept stage, partners, and design wins.

Proof of Concept Stage

A proof-of-concept stage (“POC”) represents that a proposal for a proof of concept has either been initiated or is in progress with a potential customer or partner. We utilize POCs to demonstrate our technology’s significant value proposition along with its tailored use scenarios and satisfaction of customer and/or partner requirements. As of June 30, 2025, a total of 49 POCs have been initiated or are in progress with a potential customer.

Partners

A partner (“Partner”) consists of either an independent software vendor or independent hardware vendor with whom Blaize is working to integrate Blaize products and services into the vendor’s offerings for their customers. Such vendors may include OEMs, original design manufacturers, system integrators or hardware resellers or distributors, among others. As of June 30, 2025, Blaize has a total of 36 Partners.

Design Wins

A design win (“Design Win”) represents that a Partner or a customer has selected Blaize’s products and/or services to be incorporated into a product that it intends to produce or consume, as applicable, and has confirmed that Blaize’s offerings integrate into such product accordingly. As of June 30, 2025, a total of 25 Design Wins have been confirmed with a Partner or customer.

Components of Results of Operations

Revenue

We currently derive revenue through a combination of:

• Engineering services revenue — this involves providing customized design services to our customers, tailored to their specific requirements.
• Hardware revenue — this encompasses the sale of our semiconductor products through various supply agreements.
• Software revenue — this encompasses the sale of our applications and other software products through various licensing agreements.

Cost of Revenue (exclusive of depreciation and amortization)

Cost of revenue (exclusive of depreciation and amortization) (“cost of revenue”), is primarily comprised of the cost of semiconductors purchased from subcontractors, including wafer fabrication, assembly, testing and packaging, board, and device costs as well as indirect costs such as inventory carrying costs and inventory valuation reserves. In addition, cost of revenue (exclusive of depreciation and amortization) also includes direct labor costs associated with the servicing of our engineering services revenue contracts.

Research and Development

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

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expense primarily consists of personnel-related expenses for our finance human resources, information technology, and legal organizations. These expenses also include non-personnel costs, such as legal, audit, accounting services, advertising expenses, other professional fees as well as certain tax, corporate software licenses, and insurance-related expenses.

Depreciation and Amortization

Depreciation and amortization expense consists of depreciation and amortization on long-lived assets such as computer equipment, capitalized software licenses, furniture and fixtures, leasehold improvements, office equipment and vehicles.

Transaction Costs

Transaction costs primarily consist of direct incremental legal, consulting and banking fees primarily related to the Merger.

Results of Operations

The following tables set forth Blaize’s condensed consolidated statements of operations data for the three and six months ended June 30, 2025 and 2024, respectively, as well as changes between periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

Revenue

(Amounts in thousands, except for percentages)

We experienced increases in revenue for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods. For the three months ended June 30, 2025, revenue increased 789% to $2.0 million, up from approximately $0.2 million for the three months ended June 30, 2024. The increase was primarily due to an increase of $1.4 million in hardware product sales and an increase of $0.6 million in software revenue partially offset by a decrease of $0.2 million in engineering services revenue due to the conclusion of a development contract with a strategic investor. For the six months ended June 30, 2025, revenue increased 287% to $3.0 million compared to $0.8 million during the six months ended June 30, 2024. The increase was primarily due to an increase of $2.4 million in hardware product sales and an increase of $0.6 million in software revenue, partially offset by a decrease of $0.8 million in engineering services revenue due to the end of the development contract with the strategic investor.

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

(Amounts in thousands, except for percentages)

Costs and Expenses

(Amounts in thousands, except for percentages)

Cost of revenue

Cost of revenue increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods. For the three months ended June 30, 2025, cost of revenue increased by $0.5 million, or 213%, to $0.8 million, up from $0.3 million in the three months ended June 30, 2024. This increase was mainly due to an increase of $0.6 million in hardware product sales costs due to fulfilling additional sales contracts, partially offset by a small reduction in inventory carrying costs. For the six months ended June 30, 2025, cost of revenue increased by $0.6 million, or 101%, to $1.1 million, up from $0.6 million in the six months ended June 30, 2024. This increase was primarily attributable to an increase of $0.9 million in hardware product sales costs, offset by a $0.4 million reduction in inventory carrying costs. This increase in hardware product sales costs was primarily driven by the additional costs associated with fulfilling new sales contracts.

Research and development

R&D expense increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods. R&D expense was $9.6 million and $22.7 million for the three and six months ended June 30, 2025, respectively, reflecting increases of $3.7 million, or 64%, and $12.8 million, or 128%, compared to the three and six months ended June 30, 2024, respectively. For the three months ended June 30, 2025, the increase was primarily driven by an increase in stock-based compensation of $3.0 million, higher equipment maintenance and software expenses of $0.7 million and software optimization expenses of $0.6 million, partially offset by a $0.9 million reduction in payroll costs. The increase in R&D expense in the six-month period ended June 30, 2025 was primarily driven by an increase in stock-based compensation of $8.8 million, increased equipment maintenance and software expenses of $1.4 million, new chip IP license and design costs of $1.2 million, and $0.7 million for software optimization services.

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

Selling, general and administrative

SG&A expense significantly increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods. For the three months ended June 30, 2025, SG&A expense increased by $8.0 million, or 160%, compared to the three months ended June 30, 2024. This increase was primarily due to an increase of $4.2 million in stock-based compensation, an increase of $2.0 million in professional services, an increase of $0.7 million in payroll expense, an increase of $0.5 million in marketing and public relations expenses and an increase of $0.6 million in other corporate expenses, including insurance and IT costs. For the six months ended June 30, 2025, SG&A expense increased by $17.4 million, or 193%, reaching $26.3 million, up from $9.0 million for the six months ended June 30, 2024. This increase was primarily due to an increase of $9.1 million in stock-based compensation, an increase of $3.3 million in professional services, an increase of $2.1 million in payroll expense, an increase of $1.3 million in marketing and public relations expenses, and an increase of $1.6 million in other corporate expenses, including insurance and IT costs.

Depreciation and amortization

Depreciation and amortization expense was $0.5 million and $0.6 million for the three and six months ended June 30, 2025, respectively, reflecting increases of $0.3 million, or 148%, and $0.2 million, or 48%, compared to the three and six months ended June 30, 2024, respectively. The increases were primarily due to updating the estimated residual value of some of our assets.

Transaction costs

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

Total Other Expense, net

(Amounts in thousands, except for percentages)

Total other expense, net

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

Total other expense, net for the three months ended June 30, 2025 was primarily comprised of expense from the change in the fair value of the earnout shares liability of $7.3 million. For the six months ended June 30, 2025, total other expense, net was primarily comprised of expense from the change in the fair value of the convertible notes and warrant liabilities of $165.7 million and $60.3 million, respectively, along with $0.5 million of other expenses, offset by income from the change in the fair value of the earnout shares liability of $109.3 million.

Total other expense, net for the three months ended June 30, 2024 was primarily comprised of expense from the change in fair value of the convertible notes of $5.9 million, partially offset by income from the change in fair value of the warrant liabilities of $4.9 million. For the six months ended June 30, 2024, total other expense, net was primarily comprised of expense from the change in fair value of the convertible notes of $10.5 million, partially offset by income from the change in fair value of the warrant liabilities of $1.3 million.

Provision for Income Taxes

(Amounts in thousands, except for percentages)

The provision for income taxes was approximately $0.0 million and $0.2 million for the three and six months ended June 30, 2025, respectively, and our effective tax rate was approximately (0.1)% and (0.1)%, respectively, as compared to approximately $0.1 million and $0.3 million of provision for income taxes, and effective tax rates of approximately (1.1)% and (1.0)%, during the three and six months ended June 30, 2024 respectively. The effective income tax rate was primarily driven by the valuation allowance which is driven by the deferred tax assets arising from capitalized research and experimental expenditures and the net operating losses.

Net Loss

Net loss was approximately $29.6 million and $177.4 million for the three and six months ended June 30, 2025, respectively, compared to a net loss of approximately $12.2 million and $28.9 million for the three and six months ended June 30, 2024, respectively. The increases in net loss for the three months ended June 30, 2025 of $17.4 million comparatively was primarily attributable to an increase in stock based compensation expense of $7.2 million, an increase in professional services of $1.8 million and an increase in the change in fair value of various instruments including convertible notes, warrant liabilities, earnout and unissued shares in the respective periods of $6.6 million. The increase in net loss for the six months ended June 30, 2025 $148.5 million comparatively was primarily attributable to increase in stock based compensation expense of $9.1 million, an increase in professional services of $2.7 million and an increase in the change in fair value of various instruments including convertible notes, warrant liabilities, earnout and unissued shares in the respective periods of $107.9 million.

Non-GAAP Measures

Management utilizes earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for irregular or non-recurring items (“Adjusted EBITDA”), which are non-generally accepted accounting principles in the United States (“U.S. GAAP”) financial measures (“non-GAAP measures”), to assess performance and make resource allocation decisions across its segments. We believe these measures are valuable to management, investors and other users of our financial information. EBITDA and Adjusted EBITDA are used to evaluate operating profitability on a more variable cost basis, as these measures exclude depreciation and amortization expenses primarily to capital expenditures and acquisitions from prior periods. This facilitates a more direct comparison of our operating performance relative to competitors. Adjusted EBITDA further assists us in evaluating performance consistently across periods by excluding the impact of certain items that we believe do not directly reflect our core operations and are therefore not considered in measuring ongoing performance. Adjusted EBITDA is defined as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that are excluded from the Company's assessment of ongoing operating performance.

It is management's intent to provide non-GAAP financial information to enhance the understanding of Blaize’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies. All non-GAAP measures presented in this Quarterly Report are reconciled to their closest reported U.S. GAAP measure. Reconciliations of historical adjusted financial measures to corresponding U.S. GAAP measures are provided below.

Adjusted EBITDA

The following reflects our EBITDA and Adjusted EBITDA:

(Amounts in thousands)

37

(1) Includes, but not limited to, legal, accounting and consulting fees incurred in connection with the Merger and the impact of other items management does not believe relate to the core operations of the business (foreign exchange gains and losses, litigation expense, etc.). Management believes these costs are not reflective of our ongoing operating performance and that excluding these costs provides a more meaningful comparison of our performance over periods.

Liquidity and Capital Resources

Blaize’s condensed consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations for the foreseeable future. Our condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.

Since the inception of Blaize and through June 30, 2025, we have funded our operations primarily with cash flows from contributions from founders or other investors and other financing activities. We have incurred recurring losses and negative cash flows since our inception, including net losses of $29.6 million and $177.4 million for the three and six months ended June 30, 2025, respectively and $12.2 million and $28.9 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, we had cash and cash equivalents of approximately $28.6 million, and an accumulated deficit of $606.6 million.

Our ability to continue to meet our obligations, to achieve our business objectives and continue as a going concern is dependent upon several factors, including our revenue growth rate, the timing and extent of spending to support further sales and marketing initiatives as well as our research and development efforts. In order to finance these opportunities, we will need to raise additional financing. While there can be no assurances, we intend to raise such capital through issuances of additional debt financing and public or private equity offerings or other means. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected.

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

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

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

(Amounts in thousands)

Cash flows used in operating activities

Net cash used in operating activities was $32.4 million during the six months ended June 30, 2025, compared to $21.6 million for the six months ended June 30, 2024. The increase in cash used was primarily due to an increase of $148.5 million in net loss, partially offset by an increase of $125.5 million in non-cash net income adjustments and an increase of $12.1 million in changes in operating assets and liabilities.

Cash flows used in investing activities

For the six months ended June 30, 2025 and 2024, we used $0.7 million and $0.1 million of cash to purchase property and equipment, respectively. The increase was primarily due to the licensing of software.

Cash flows provided by financing activities

For the six months ended June 30, 2025, net cash provided by financing activities was $11.4 million, which primarily consisted of $15.9 million of proceeds from the Merger and PIPE financing, partially offset by the $4.3 million payment of deferred offering costs. Net cash provided by financing activities for the six months ended June 30, 2024 was $105.9 million and primarily consisted of $110.7 million in proceeds from the issuance of secured convertible notes under the 2023 Note Purchase Agreement, partially offset by the payment of demand notes of $4.8 million.

Material Cash Requirements

As of June 30, 2025 and December 31, 2024, we had outstanding purchase orders and contractual obligations totaling $2.0 million and $0.2 million, respectively, to procure inventory. The outstanding inventory purchase orders and preauthorized commitments to procure strategic components based on our expected demand are placed with a server supplier, our primary third-party contract manufacturer, and a semiconductor supplier. We have an obligation to purchase inventories that have been purchased by the contract manufacturer when components have not been consumed within a period defined in the terms of our agreement. While we expect such purchased components to be used in future production of our finished goods, these components are considered in our reserve estimate for excess and obsolete inventory. Furthermore, we accrue for losses on commitments for the future purchase on non-cancelable and non- returnable components from this contract manufacturer at the time that circumstances, such as changes in demand, indicated that the value of the components many not be recoverable, the loss is probable and management has the ability to reasonably estimate the amount of the loss. As of June 30, 2025 and December 31, 2024, the liability balance of our accrued loss on accrued purchase commitments equaled $0.6 million.

Off Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with Blaize is a party, under which it has any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Currently we do not engage in off-balance sheet financing arrangements.

Emerging Growth Company and Smaller Reporting Company Status

Blaize is an emerging growth company (“EGC”) as defined in the JOBS Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they apply to private companies. We have elected to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date 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, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, we intend to rely on such exemptions, it is not required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd- Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

Blaize will remain an EGC under the JOBS Act until the earliest of (i) the last day of its first fiscal year following the fifth anniversary of the closing of BurTech’s initial public offering, (ii) the last date of our fiscal year in which it has total annual gross revenue of at least $1.235 billion, (iii) the date on which it is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which it have issued more than $1.0 billion in non- convertible debt securities during the previous three-years.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the applicable periods. We evaluate our estimates, assumptions, and judgments on an ongoing basis. Our estimates, assumptions and judgments are based on historical experience and various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change the results from those reported.

See Note 2 to our condensed consolidated financial statements included in Part 1. Item 1. of this Quarterly Report for a description of the significant accounting policies that we use to prepare our condensed consolidated financial statements.

Recent Accounting Pronouncements

We have considered recently issued accounting pronouncements and are currently evaluating the impact the adoption of such pronouncements will have on our condensed consolidated financial statements.

Our operations expose us to a variety of market risks. We monitor and manage these financial exposures as an integral part of our overall risk management program.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate risk by virtue of our international operations. This risk arises because we use different currencies to recognize revenue and pay operating expenses. We derived minimal and 34% of our revenue for the three and six months ended June 30, 2025, respectively, and 1% and 44% of our revenue for the three and six months ended June 30, 2024, respectively, from operations outside of the United States. Our strategy for managing foreign currency risk relies on efforts to negotiate customer contracts to receive payment in the same currency used to pay expenses or, in some cases, we have historically entered into foreign currency exchange rate fluctuation provisions in our contracts with our customers. The exchange rate fluctuation provisions may result in increases or decreases in revenue or operating income in periods of significant exchange rate volatility when such exchange rates increase over a stated exchange rate or dollar threshold in the contract with a customer.

Our reporting and functional currency is the United Stated dollar (“U.S. dollar”). We are primarily exposed to movements in foreign currencies, predominately in the Indian rupee and British pound, which are the local currencies of our foreign subsidiaries whose functional currency is also the US dollar. We are also exposed to movements in the Japanese Yen.

Changes in exchange rates between the applicable foreign currency and the U.S. dollar will affect the remeasurement of our foreign subsidiaries’ financial results into U.S. dollars for purposes of reporting our consolidated financial results. For the three and six months ended June 30, 2025 and 2024, the gain and losses on foreign exchange transactions were not material.

Credit Risk

Our cash accounts in financial institutions may at times exceed the Federal Depository Insurance coverage of $250,000.

We are exposed to credit risk in the event of nonpayment by customers up to the amounts recorded on the consolidated balance sheets. We manage our accounts receivable credit risk through ongoing credit evaluation of its customers’ financial conditions. We establish an allowance for credit losses as the estimate of the amount of probable credit losses in the Company’s existing accounts receivable. We determine that allowance based upon a review of each receivable and all known factors that could affect collectability. These factors include but are not limited to a customer’s past payment performance, customer financial condition, general economic or industry conditions and disputes regarding the invoiced amount or regarding the product or service rendered. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses was $0.4 million as of June 30, 2025 and December 31, 2024.

As of June 30, 2025, two customers, one a related party, accounted for approximately 58% and 30% of the Company's accounts receivable. As of December 31, 2024, one customer accounted for approximately 98% of our total accounts receivable.

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. The following table presents the Company's significant customers:

(Amounts in thousands)

* Defined as less than 10% of the Company’s revenue for the period

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer (our Chief Executive Officer) and Principal Financial and Accounting Officer (our Chief Financial Officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required or necessary disclosures. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Prior to the Merger, when preparing the financial statements for the years ended December 31, 2024, BurTech Acquisition Corp. (“BurTech”) identified a material weakness, as discussed below, in internal control over financial reporting. As of December 31, 2024, Blaize, Inc. (“Legacy Blaize”) did not identify any material weaknesses in internal control over financial reporting. As of June 30, 2025, the material weaknesses of the combined entity were remediated by the Company, as described below. As such, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms as of June 30, 2025.

Remediation of Previously Identified Material Weaknesses

Prior to the completion of the Business Combination on January 13, 2025, BurTech identified certain material weaknesses in its internal control over financial reporting. These material weaknesses primarily related to:

(1) the accrual of penalties and interest on excise tax payable; and

(2) the withdrawal of funds from the Trust Account as of December 31, 2024.

Following the completion of the Business Combination, management undertook and completed several remediation actions to address the previously identified material weaknesses. These actions included:

• Hiring additional accounting and finance employees and contractors with appropriate expertise in U.S. GAAP and SEC reporting requirements;
• Implementing Blaize's accounting policies and internal control procedures across the combined entity;
• Enhancing the combined entity's financial close processes to ensure more robust documentation practices; and
• Implementing Blaize's systems and tools to support internal control activities and documentation across the combined entity.

As of June 30, 2025, management has concluded that the material weaknesses identified in BurTech’s internal control over financial reporting have been remediated based on the successful implementation and sustained operation of these enhanced controls for a sufficient period of time across the combined entity and management’s testing of the effectiveness of these implemented controls.

Changes in Internal Control over Financial Reporting

In connection with our ongoing remediation efforts and the continued monitoring and maintenance of our control procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act of 2002, we continue to review, test, and improve the operation of our internal controls. Other than the changes described above relating to our remediation steps, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the six months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the risk factors listed below, there have been no material changes from the risk factors previously described under Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 15, 2025.

Risks Related to our Business and Industry

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our success depends to a significant extent on our and our joint ventures’ ability to attract and retain talent, specifically in senior management and skilled technical, engineering, project management and other key roles. Macroeconomic conditions, specifically labor shortages, increased competition for employees and wage inflation could have a material impact on our ability to attract and retain talent, our turnover rate and the cost of operating our business. If we are unable to attract and retain sufficient talent, minimize employee turnover or manage wage inflation, it could have a material adverse effect on our business, financial condition, results of operations or prospects.

Further, we rely on certain external partners for critical manufacturing steps, including our wafer fabrication and assembly and testing processes which exposes us to significant risks. These processes are highly sensitive, and even minor contamination or technical glitches during wafer fabrication can render a substantial portion of the component unusable. Identifying such problems early in the production cycle and resolving them in a timely manner is often difficult, expensive and time consuming. Therefore, any issues that arise from our third-party manufacturers could lead to production delays, increased costs, and could potentially lead to a compromise in the quality and performance of our products, which could significantly impact our business and financial results.

Macroeconomic conditions could materially adversely affect our business, financial condition, results of operations, and prospects.

Macroeconomic conditions, such as persistent inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, credit and debt concerns, decreasing consumer confidence and spending, including capital spending, concerns about the stability and liquidity of certain financial institutions, the introduction of or changes in tariffs or trade barriers, pandemics and other health crises, and global recessions can adversely impact demand for our products, which could negatively impact our business, financial condition, results of operations, and prospects. Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies, including tariffs, the Russian invasion of Ukraine and the conflicts in the Middle East, and monetary and financial uncertainties.

The impacts of these macroeconomic conditions, and the actions taken by governments, central banks, companies, and consumers in response, have resulted in, and may continue to result in, higher inflation in the United States and globally, which is likely, in turn, to lead to an increase in costs and may cause changes in fiscal and monetary policy, including additional increases in interest rates. Tariffs on equipment or materials that we may rely on or use for our products could cause our costs to increase. Other adverse impacts of recent macroeconomic conditions have been, and may continue to be, supply chain constraints, logistics challenges, liquidity concerns in the broader financial services industry, and fluctuations in labor availability.

In a higher inflationary environment, we may be unable to raise the prices of our products sufficiently to keep up with the rate of inflation. A higher inflationary environment can also negatively impact equipment, material, and logistics costs that, in turn, may increase the costs of producing and distributing our products.

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.

As a fabless company, Blaize does not manufacture its own semiconductor or System-on-a-Chip (“SoC”) products and currently relies on third-party manufacturers, including Samsung Foundry and Plexus, to produce our products. Additionally, Blaize has a design, manufacturing and sales agreement with VeriSilicon, Inc. (“VeriSilicon”) that provides Blaize with design expertise, support and assistance, and certain deliverables, prototypes, products and services from VeriSilicon. Blaize cannot be sure that these manufacturers will remain in business, or that they will not be purchased by one of Blaize’s competitors or another company that is not interested in continuing to produce these products for Blaize’s intended purpose.

Our reliance on these third-party manufacturers subjects us to a number of risks that include, among other things:

• the interruption of supply resulting from modifications to or discontinuation of a manufacturer’s operations;
• delays in product shipments resulting from uncorrected defects, reliability issues or a manufacturer’s variation in a component;
• a lack of long-term supply arrangements with our manufacturers;
• a delay in delivery due to its suppliers’ prioritizing other customer orders over Blaize’s;
• damage to our reputation caused by defective products produced by our suppliers;
• fluctuation in delivery by our suppliers due to changes in demand from our or their other customers;
• interruptions, shortages, delivery delays and potential discontinuation of supply as a result of reasons outside Blaize’s control;
• political, legal and economic changes, crises or instability and civil unrest in the jurisdictions where Blaize’s manufacturers’ plants are located, such as changes in China-Taiwan relations that may adversely affect Blaize’s manufacturers’ and suppliers’ operations;
• currency conversion risks and exchange rate fluctuations; and
• compliance requirements of U.S. customs and international trade regulations.

Although Blaize’s semiconductor or SoC products could be produced by other manufacturers, any attempt to transition our supply arrangement to one or more other manufacturers could entail significant coordination and expense and could lead to delays in production. If Blaize is unable to arrange for sufficient production capacity among our contract manufacturers or if our contract manufacturers encounter production, quality, financial, or other difficulties, Blaize may encounter difficulty in meeting customer demands as it seeks alternative sources of supply, or it may have to make financial accommodations to such contract manufacturers or otherwise take steps to mitigate supply disruption. Any alternative manufacturers may be unable or unwilling to meet Blaize’s and its customers’ specifications. Any disruption in supply from any supplier or manufacturing location could lead to supply delays or interruptions that could damage Blaize’s business or financial condition. If any of the risks discussed above materialize, costs could significantly increase, and Blaize’s ability to meet demand for its products could be impacted.

We cannot predict what additional actions, if any, may be taken with respect to tariffs or trade relations between the United States and China, what products may be subject to such actions, or what actions may be taken by the China in retaliation. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs, trade agreements or related policies have the potential to adversely impact our supply chain and access to equipment, our costs and our product margins. The additional tariffs imposed on components or equipment that we source from China will increase our costs and could have an adverse impact on our operating results and financial conditions in future periods. Blaize's supply chain and product assembly is global in nature. While most of the goods movement, including imports and exports, required to manufacture and test Blaize products are restricted to Asian countries, there are certain components that must enter or exit the US. Those components are at the highest risk of being affected by the aforementioned changes, and in turn disrupting the supply chain and Blaize's products pipeline.

We depend on a select number of customers for a significant portion of our revenue.

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. As of June 30, 2025, two customers, one a related party, accounted for approximately 58% and 30% of the Company's accounts receivable. As of December 31, 2024, one customer accounted for approximately 98% of the Company's total accounts receivable. This customer concentration exposes us to a material adverse effect if any of these significant customers were to significantly reduce purchases for any reason or favor competitors or new market participants, and we can provide no assurance that any of these customers or any of our other customers will continue to utilize our products or our services at current levels. Our customer concentration may also subject us to perceived or actual bargaining leverage that our key customers may have, given their importance to us. If our key customers seek to negotiate their agreements on terms less favorable to us and we accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, results of operations and financial condition. Furthermore, industry consolidation and company failures could decrease the number of potential significant customers for our products and services. The decrease in the number of potential significant customers will increase our reliance on key customers and, due to the relative importance to us, may negatively impact our bargaining position and thus our profit margins. If we were to lose one of our key customers or have a key customer cancel a key program or otherwise significantly reduce its volume of business with us or fail to pay us in full for the goods or services purchased from us, our sales and profitability would be materially reduced and our business and financial condition would be seriously harmed.