Blaize Holdings S-1 Filing: Semiconductor Co. Eyes Public Offering

TL;DR

Blaize Holdings (fka BurTech) filed S-1, looks like they're going public. Warrants unclear.

AI Summary

Blaize Holdings, Inc. filed an S-1 form on January 21, 2025, indicating a public offering. The company, formerly BurTech Acquisition Corp. until July 8, 2021, is in the semiconductors & related devices industry. Financial details regarding the number of shares from convertible note warrants are not yet determinable as of December 31, 2023, and September 30, 2024, due to variable settlement terms.

Why It Matters

This S-1 filing signals Blaize Holdings' intention to go public, which could bring new capital and increased visibility to the semiconductor industry.

Risk Assessment

Risk Level: medium — The S-1 filing indicates a company preparing for an IPO, which inherently carries market and execution risks, further complicated by unclear warrant terms.

Key Numbers

• 20250121 — Filing Date (Date the S-1 form was filed)
• 20210708 — Name Change Date (Date BurTech Acquisition Corp. changed its name to Blaize Holdings, Inc.)

Key Players & Entities

• Blaize Holdings, Inc. (company) — Filer of the S-1
• BurTech Acquisition Corp. (company) — Former name of Blaize Holdings, Inc.
• 2023 Convertible Note Warrants (dollar_amount) — Warrants with variable settlement terms

FAQ

Key Financial Figures

• $0.0001 — 54,536,826 shares of our common stock, $0.0001 par value per share ("Common Stock"), i
• $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
• $6.50 — he closing price of our Common Stock of $6.50 on January 16, 2025, the Sponsor may ex
• $6.897 — ay experience potential profit of up to $6.897 per share (or approximately $51,641,287
• $51,641,287.50 million — p to $6.897 per share (or approximately $51,641,287.50 million in the aggregate based on the Sponsor h
• $0.003 — initial purchase price of approximately $0.003 per share. Public securityholders may n
• $0.42 — the closing price for our Warrants was $0.42. 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 — es") at a price per PIPE Share equal to $10.00 (the "PIPE" and, together with the tran
• $33.1 million — Continental transferred an aggregate of $33.1 million from BurTech's trust account into a new
• $13.57 — e of such sale or exercise is less than $13.57 per share (the "Put Price Per Share").
• $11.57 — rket, Blaize is entitled to receive (i) $11.57 from the funds escrow account if the sa
• $13.00 — hares of Common Stock trade at or above $13.00 per share for twenty (20) trading days

Filing Documents

• d906819ds1.htm (S-1) — 5782KB
• d906819dex51.htm (EX-5.1) — 18KB
• d906819dex231.htm (EX-23.1) — 2KB
• d906819dex232.htm (EX-23.2) — 2KB
• d906819dexfilingfees.htm (EX-FILING FEES) — 33KB
• g906819dsp1.jpg (GRAPHIC) — 4KB
• g906819dsp2.jpg (GRAPHIC) — 2KB
• g906819g00a02.jpg (GRAPHIC) — 60KB
• 0001193125-25-008689.txt ( ) — 23210KB
• blaize-20240930.xsd (EX-101.SCH) — 174KB
• blaize-20240930_cal.xml (EX-101.CAL) — 81KB
• blaize-20240930_def.xml (EX-101.DEF) — 828KB
• blaize-20240930_lab.xml (EX-101.LAB) — 983KB
• blaize-20240930_pre.xml (EX-101.PRE) — 952KB
• d906819ds1_htm.xml (XML) — 4670KB

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 63

BUSINESS

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

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 138 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 148 PLAN OF DISTRIBUTION 149 LEGAL MATTERS 152 EXPERTS 153 WHERE YOU CAN FIND MORE INFORMATION 154

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS 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 89,405,192 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 statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change 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 th

View Full Filing

View this S-1 filing on SEC EDGAR