[8-K] Blaize Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 3 overview: Churchill Sponsor X LLC filed an initial statement of beneficial ownership for Churchill Capital Corp X (CCCXU) on 05/13/2025. The filing confirms that the sponsor directly holds 10,350,000 Class B ordinary shares. These founder shares automatically convert to Class A ordinary shares on a one-for-one basis at the time of the SPAC’s initial business combination, or earlier at the holder’s option, subject to customary anti-dilution adjustments cited in the company’s Form S-1.

Michael Klein, through M. Klein Associates, Inc. (the managing member of the sponsor), is deemed to have voting and investment control over the shares, although he disclaims beneficial ownership except to the extent of any pecuniary interest.

The filing identifies Churchill Sponsor X LLC as a 10% owner; no other classes of non-derivative securities are reported. No purchase, sale, or price information is included—this filing merely establishes the sponsor’s ownership position at the SPAC’s inception.

Insights

Corporate Governance Expert

TL;DR: Routine Form 3 discloses 10.35 M founder shares held by sponsor; no new economic change.

This Form 3 is a statutory disclosure required when a holder exceeds the 10% threshold or is an insider at the time of the IPO. It reconfirms Churchill Sponsor X LLC’s founder stake—information that was already available in the S-1 registration statement. The automatic one-for-one conversion provision and Michael Klein’s control language track standard SPAC structures. There is no indication of additional share acquisitions, dispositions, or pricing; therefore the filing is largely administrative with minimal market impact.

Securities Analyst

TL;DR: Filing is neutral; confirms expected sponsor ownership, no valuation effect.

Investors should view the 10,350,000 Class B shares as typical founder economics representing 20% of the initial post-IPO equity. Conversion terms are standard and already factored into share-count models. Because there are no new transactions or lock-up changes, the disclosure does not alter dilution forecasts or SPAC timeline expectations. Overall, the document fulfills Section 16 reporting obligations without signaling strategic moves or financial catalysts.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 30, 2025

Blaize Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41139		86-2708752
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification No.)

4659 Golden Foothill Parkway, Suite 206 El Dorado Hills, California		95762
(Address of principal executive officers)		(Zip Code)

(916) 347-0050

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		BZAI		The Nasdaq Stock Market
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share		BZAIW		The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 30, 2025, Blaize, Inc., a wholly owned subsidiary of Blaize Holdings, Inc. (“Blaize” or the “Company”), entered into a Sales Partner Referral Agreement (the “Referral Agreement”) with Burkhan LLC (the “Sales Partner”), an affiliate of Burkhan Capital LLC (“Burkhan”).

Pursuant to the Referral Agreement, the Sales Partner will, on a non-exclusive basis, promote certain Company products and refer potential customers to the Company. The Company may approve or reject any customer opportunity presented by the Sales Partner in its sole discretion. For any approved customer opportunity, the Company and Sales Partner will negotiate in good faith on commissions 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 day’s 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 Burkan, as described in the referral exhibit thereto (the “Referral Exhibit”). Under the Referral Exhibit, BST will purchase up to approximately $56.5 million of products from the Company 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 the Company of up to 10%, depending on Company gross margins under the purchase order, payable in cash and, in the Company’s discretion, partially in Company common stock, as described in the Referral Exhibit.

The terms of the Referral Agreement were reviewed and approved by the Audit Committee of the Board of Directors in accordance with the Company’s related-party transaction policy.

The foregoing summary of the Referral Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Referral Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity

The information in Item 1.01, to the extent applicable, is incorporated herein by reference. The issuance of shares of Company common stock, if any, is exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No.		Description
10.1*		Sales Partner Referral Agreement, dated as of June 30, 2025, by and between the Company and Burkhan LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this exhibit have been omitted because they contain information that is both not material and is the type that the registrant treats as private or confidential.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Blaize Holdings, Inc.
				By:		/s/ Dinakar Munagala
Dated:  June 30, 2025						Dinakar Munagala
						Chief Executive Officer

FAQ

How many Churchill Capital Corp X shares does Churchill Sponsor X LLC own?

10,350,000 Class B ordinary shares, convertible 1-for-1 into Class A shares.

Why did Churchill Sponsor X LLC file Form 3 for CCCXU?

Because it is a 10% owner and must disclose initial beneficial ownership under Section 16(a).

When was the ownership position reported?

The event date is 05/13/2025; the form was signed on 06/27/2025.

Who controls the sponsor’s voting and investment decisions?

Michael Klein, via M. Klein Associates, Inc., the managing member of the sponsor.

Do the Class B shares automatically convert to Class A shares?

Yes, automatically at the SPAC’s business combination or earlier at the holder’s option, one-for-one.