Blaize Holdings Inc. Files S-1/A Amendment

TL;DR

Blaize Holdings (fka BurTech) filed an S-1/A on 2/10/25. Delaware corp, semiconductor biz.

AI Summary

Blaize Holdings, Inc. filed an S-1/A amendment on February 10, 2025, for its registration statement. The company, formerly known as BurTech Acquisition Corp. until July 8, 2021, is incorporated in Delaware and operates in the semiconductors & related devices industry. Its principal executive offices are located at 7770 Norfolk Ave, Bethesda, MD 20814.

Why It Matters

This S-1/A filing indicates ongoing regulatory processes for Blaize Holdings, Inc. as it moves through its public registration, which is a crucial step for companies seeking to raise capital or list on an exchange.

Risk Assessment

Risk Level: medium — S-1/A filings are part of the IPO or secondary offering process, which inherently carries risks related to market reception, valuation, and regulatory scrutiny.

Key Numbers

• 333-284365 — SEC File Number (Identifies the specific registration filing with the SEC.)
• 20250210 — Filing Date (The date the amendment was submitted to the SEC.)

Key Players & Entities

• Blaize Holdings, Inc. (company) — Registrant
• BurTech Acquisition Corp. (company) — Former company name
• 20250210 (date) — Filing date
• 333-284365 (registration_number) — SEC registration number
• 7770 Norfolk Ave, Bethesda, MD 20814 (address) — Principal executive offices
• Harminder Sehmi (person) — Chief Financial Officer
• Latham & Watkins LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.0001 — 54,536,826 shares of our common stock, $0.0001 par value per share (Common Stock), iss
• $1.00 — ch were originally issued at a price of $1.00 per Warrant) at an exercise price of $1
• $11.50 — 00 per Warrant) at an exercise price of $11.50 per share by certain of the selling sec
• $5.30 — he closing price of our Common Stock of $5.30 on February 6, 2025, the Sponsor may ex
• $5.297 — ay experience potential profit of up to $5.297 per share (or approximately $39,661,287
• $39,661,287.50 — p to $5.297 per share (or approximately $39,661,287.50 in the aggregate based on the Sponsor h
• $0.003 — initial purchase price of approximately $0.003 per share. Public securityholders may n
• $0.49 — the closing price for our Warrants was $0.49. Our business and investment in our s
• $1.50 — that each Investor receives a return of $1.50 per Non-Redeemed Share whether Investor
• $10.00 — res) at a price per PIPE Share equal to $10.00 (the PIPE and, together with the transa
• $33.1 million — Continental transferred an aggregate of $33.1 million from BurTechs trust account into a newl
• $13.57 — e of such sale or exercise is less than $13.57 per share (the Put Price Per Share). Fo
• $11.57 — rket, Blaize is entitled to receive (i) $11.57 from the funds escrow account if the sa

Filing Documents

• d906819ds1a.htm (S-1/A) — 3664KB
• d906819dex51.htm (EX-5.1) — 18KB
• d906819dex231.htm (EX-23.1) — 2KB
• d906819dex232.htm (EX-23.2) — 2KB
• d906819dexfilingfees.htm (EX-FILING FEES) — 45KB
• g906819dsp1.jpg (GRAPHIC) — 4KB
• g906819dsp2.jpg (GRAPHIC) — 2KB
• g906819g00a02.jpg (GRAPHIC) — 60KB
• 0001193125-25-023099.txt ( ) — 3823KB

USE OF PROCEEDS

USE OF PROCEEDS 37 DETERMINATION OF OFFERING PRICE 38 DIVIDEND POLICY 39 MARKET INFORMATION 40 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION FOR BURTECH AND LEGACY BLAIZE 41

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 63

BUSINESS

BUSINESS 89 MANAGEMENT 104 BLAIZES EXECUTIVE COMPENSATION 112 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 119 PRINCIPAL STOCKHOLDERS 130 SELLING SECURITYHOLDERS 133

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 152 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 162 PLAN OF DISTRIBUTION 163 LEGAL MATTERS 166 EXPERTS 167 WHERE YOU CAN FIND MORE INFORMATION 168

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL F-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a shelf registration process. By using a shelf registration statement, the Selling Securityholders may sell up to 89,550,141 shares of Common Stock and up to 898,250 Warrants from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuable upon the exercise of the Warrants. We will not receive any proceeds from the sale of shares of Common Stock underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash. We may also file a prospectus supplement or post-effective amendment to the registration information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading Where You Can Find More Information . Neither we, nor the Selling Securityholders, have authorized anyone to provide you with any information or to make any representations other than th

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This prospectus contains

forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for

forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this prospectus, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify

forward-looking statements by terms such as may, should, expect, plan, anticipate, could, intend, target,

forward-looking statements by terms such as may, should, expect, plan, anticipate, could, intend, target, project, contemplate, believe, estimate, predict, potential or continue or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are the section in this prospectus titled Risk Factors . These forward-looking statements are subject to numerous risks, including, without limitation, the following: the ability to achieve or sustain profitability; changes in applicable laws or regulations; failure to realize the anticipated benefits of the Business Combination; the ability to maintain the listing of the shares of Common Stock and Warrants on Nasdaq; risks related to the loss of one or more key employees or failure to attract and retain highly skilled employees; risks related to the Companys software or hardware containing serious errors or defects, which may result in lost revenue and market acceptance and costs to defend or settle claims with customers; increases in cost, interruptions in service, latency or poor service from third-party data center providers; the impact of the failure to acquire new customer, retain existing customers, terminate existing customer or partnership contracts or expand sales to existing customers; and other risks and uncertainties described in this registration statement, including those under the section entitled Risk Factors . Because

Description of Capital Stock

Description of Capital Stock . Non-Redemption and Put Option Financing As previously disclosed, on and around December 31, 2024, the Company and the Investors entered into the Non-Redemption Agreements, pursuant to which the Investors agreed not to redeem (or validly rescind any redemption requests on) their Non-Redeemed Shares and, in exchange, Blaize and the Sponsor, have agreed to guarantee that each Investor receives a return of $1.50 per Non-Redeemed Share whether Investor (i) sells the Non-Redeemed Shares in the open market or (ii) exercises its option to require the Company to repurchase the Non-Redeemed Shares in accordance with the Non-Redemption Agreement (collectively, the NRA Financing). In connection with the NRA Financing, at Closing, the Investors deposited an aggregate of 2,854,242 Non-Redeemed Shares (such shares, the Reserved Blaize Shares) into a share escrow account with Continental Stock Transfer & Trust Company (Continental), as escrow agent, and Continental transferred an aggregate of $33.1 million from BurTechs trust account into a newly established funds escrow account, which is the aggregate amount received by BurTech from the Investors in connection with the Non-Redemption Agreements. Following the Closing, the Company is required to pay to an Investor in cash, at any time such Investor sells Reserved Blaize Shares in the market, and the Company and Sponsor, as applicable, are required to pay to the Investor in cash at any time the Investor exercises the Put Option, a guaranteed return of $1.50 per Reserved Blaize Share subject to such sale or exercise (the Guaranteed Return Per Share), so long as the price per share of Common Stock on the date of such sale or exercise is less than $13.57 per share (the Put Price Per Share). Following any sale by an Investor of a Reserved Blaize Share into the open market, Blaize is entitled to receive (i) $11.57 from the funds escrow account if the sales price in the open market (the Sales Price) eq

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View this S-1/A filing on SEC EDGAR