Blaize Holdings (NASDAQ: BZAI) posts Q1 loss and warns on going concern
Filing Impact
Filing Sentiment
Form Type
10-Q
Blaize Holdings, Inc. reported first‑quarter 2026 revenue of $2.7 million, up from $1.0 million a year earlier, driven mainly by hardware sales to a related‑party customer. Despite this growth, the company posted a net loss of $22.7 million and negative operating cash flow of $12.6 million.
Management discloses that recurring losses and cash burn raise “substantial doubt” about Blaize’s ability to continue as a going concern without additional financing. To bolster liquidity, Blaize completed a May 2026 underwritten equity offering of 18.9 million shares at $1.85 per share, generating about $32.8 million in net proceeds.
At March 31, 2026, Blaize held $33.2 million of cash and cash equivalents and reported $16.7 million of net accounts receivable, with significant customer concentration in China. Adjusted EBITDA was a loss of $13.9 million, reflecting high research, development, and selling costs as the company scales its AI edge computing platform.
Positive
- None.
Negative
- None.
Insights
Sharp growth from a low base, but going‑concern risk and dilution dominate.
Blaize nearly tripled Q1 2026 revenue to $2.7M, largely from a related‑party referral arrangement, while still generating an Adjusted EBITDA loss of $13.9M. High operating expenses and customer concentration underline an early‑stage, cash‑consuming profile.
The filing explicitly states that recurring losses and cash usage raise “substantial doubt” about the company’s ability to continue as a going concern under ASC 205‑40. Net cash used in operations was $12.6M, and year‑over‑year net loss, although lower, remained sizeable at $22.7M.
To address liquidity, Blaize raised approximately $32.8M net in a May 2026 underwritten offering of 18.9 million shares at $1.85, and it still has access to a committed equity facility of about $15.5M. Actual leverage of these tools, along with cash collections from large Chinese receivables disclosed for Q1 2026, will be central to near‑term financial stability.
Key Figures
Q1 2026 revenue: $2.7M
Q1 2026 net loss: $22.7M
Adjusted EBITDA: -$13.9M
+5 more
8 metrics
Q1 2026 revenue
$2.7M
Total revenue for three months ended March 31, 2026
Q1 2026 net loss
$22.7M
Net loss for three months ended March 31, 2026
Adjusted EBITDA
-$13.9M
Adjusted EBITDA for three months ended March 31, 2026
Operating cash flow
-$12.6M
Net cash used in operating activities, Q1 2026
Cash and cash equivalents
$33.2M
Balance as of March 31, 2026
Net equity raise
$32.8M
Net proceeds from May 2026 underwritten stock offering
Shares outstanding
142.3M shares
Common stock outstanding as of May 14, 2026
Customer A revenue share
94.9%
Portion of Q1 2026 revenue from related‑party Customer A
Key Terms
going concern, Adjusted EBITDA, Earnout Shares, Committed Equity Facility, +2 more
6 terms
going concern financial
"management has determined that the Company’s liquidity condition raises substantial doubt about its ability to continue as a going concern"
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
Adjusted EBITDA financial
"The following table sets forth the Company’s reconciliation of net loss to EBITDA and Adjusted EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Earnout Shares financial
"Legacy Blaize shareholders and employee equity award holders are entitled to receive up to 15,000,000 shares of common stock and Burkhan has the right to receive up to 2,600,000 shares of common stock (collectively, the “Earnout Shares”)"
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
Committed Equity Facility financial
"The Committed Equity Facility, which upon execution on July 14, 2025, was considered a freestanding purchased put right"
Sales Partner Referral Agreement financial
"the Company entered into a Sales Partner Referral Agreement (the “Referral Agreement”) with Burkhan LLC"
Polar warrants financial
"the Company entered into Amendment No. 1 to Common Stock Purchase Warrants with the holders of the Polar warrants"
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______ to ______
Commission file number 001-41139
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
(916 ) 347-0050
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
The | ||||||||||||||
par value $0.0001 per share | The | |||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||||||||
☒ | Smaller reporting company | ||||||||||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒
As of May 14, 2026, there were 142,299,461 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.
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TABLE OF CONTENTS
| Page | |||||
Cautionary Note Regarding Forward-Looking Statements | ii | ||||
Important Information Regarding Our Disclosure to Investors | iii | ||||
PART I - FINANCIAL INFORMATION | |||||
Item 1. Financial Statements (Unaudited) | 1 | ||||
Condensed Consolidated Balance Sheets | 1 | ||||
Condensed Consolidated Statements of Operations and Comprehensive Loss | 2 | ||||
Condensed Consolidated Statements of Changes in Stockholders’ Equity | 3 | ||||
Condensed Consolidated Statements of Cash Flows | 4 | ||||
Notes to Condensed Consolidated Financial Statements | 5 | ||||
Note 1 — Organization and Description of Business | 5 | ||||
Note 2 — Liquidity and Going Concern | 6 | ||||
Note 3 — Revenue and Accounts Receivable | 6 | ||||
Note 4 — Fair Value Measurements and Derivative Instruments | 9 | ||||
Note 5 — Financial Statement Details | 11 | ||||
Note 6 — Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares | 12 | ||||
Note 7 — Net Loss Per Share of Common Stock | 14 | ||||
Note 8 — Segment Reporting | 14 | ||||
Note 9 — Related Party Transactions and Balances | 16 | ||||
Note 10 — Subsequent Events | 17 | ||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 26 | ||||
Item 4. Controls and Procedures | 26 | ||||
PART II - OTHER INFORMATION | 27 | ||||
Item 1. Legal Proceedings | 27 | ||||
Item 1A. Risk Factors | 27 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 28 | ||||
Item 3. Defaults upon Senior Securities | 29 | ||||
Item 4. Mine Safety Disclosures | 29 | ||||
Item 5. Other Information | 29 | ||||
Item 6. Exhibits | 30 | ||||
SIGNATURES | 31 | ||||
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Blaize Holdings, Inc. (the “Company,” “we,” “our,” or “us”) contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Quarterly Report on Form 10-Q, including but not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; risks related to the Business Combination, as defined in the Glossary of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K” or “Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on March 24, 2026, including that the expected benefits of the Business Combination are not obtained, whether due to competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, among other things, and that the Business Combination disrupts current plans and operations of the Company; the ability to meet the applicable stock exchange listing standards from time to time; changes in applicable law or regulations; changes in global and U.S. economic conditions, including impacts from geopolitical conflicts, recession, inflation, changes in trade policies (including tariffs and other trade measures) of the United States and other countries, interest rate fluctuations, and financial market conditions; prolonged or recurring U.S. federal government shutdowns; the outcome of any legal proceedings that may be instituted against the Company or may involve the Company; the effects of competition on the Company’s future business; the ability of the combined company to issue equity or equity-linked securities or obtain debt financing on favorable terms or at all; the enforceability of our intellectual property rights, including our copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; risks related to human capital; risks related to cybersecurity and data privacy; the outcome of any government and regulatory proceedings, investigations and inquiries; and those factors discussed in Part I, Item 1A. “Risk Factors” the Form 10-K, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2026, Part II, Item 1A. “Risk Factors” herein, and other documents filed by us from time to time with the 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.
ii
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 Quarterly Report on Form 10-Q.
iii
Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BLAIZE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands, except shares and per share amounts, or unless otherwise noted)
| As of: | ||||||||||||||
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable, net of allowance for credit losses of $ | ||||||||||||||
Accounts receivable - related party, net of allowance for credit losses of $ | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Deferred income tax assets | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accounts payable - related party | ||||||||||||||
| Accrued trade payables | ||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Accrued expenses - related party | ||||||||||||||
| Operating lease liabilities - current | ||||||||||||||
| Working capital loan - related party | ||||||||||||||
| Advances from related party | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Operating lease liabilities | ||||||||||||||
| Other earnout shares | ||||||||||||||
| Other earnout shares - related party | ||||||||||||||
| Polar warrants | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Common stock - $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive income | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
See accompanying notes to condensed consolidated financial statements
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BLAIZE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(Amounts in thousands, except shares and per share amounts)
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Revenue | ||||||||||||||
| Products: | ||||||||||||||
| Hardware revenue - related party | $ | $ | ||||||||||||
| Hardware revenue | ||||||||||||||
| Software revenue - related party | ||||||||||||||
| Services: | ||||||||||||||
| Strategic consulting services revenue - related party | ||||||||||||||
| Total revenue | ||||||||||||||
| Cost of revenue | ||||||||||||||
| Gross profit | ||||||||||||||
| Operating expenses | ||||||||||||||
| Research and development | ||||||||||||||
| Selling, general and administrative | ||||||||||||||
| Selling, general and administrative - related party | ||||||||||||||
| Depreciation | ||||||||||||||
| Transaction costs | ||||||||||||||
| Total operating expenses | ||||||||||||||
| Loss from operations | ( | ( | ||||||||||||
| Other income (expense), net | ||||||||||||||
| Change in fair value of Legacy Blaize convertible notes and warrants | ( | |||||||||||||
| Change in fair value of other earnout shares | ||||||||||||||
| Change in fair value of Polar warrants | ||||||||||||||
| Other, net | ( | ( | ||||||||||||
| Total other income (expense), net | ( | |||||||||||||
| Loss before income taxes | ( | ( | ||||||||||||
| Provision for income taxes | ||||||||||||||
| Net loss | ( | ( | ||||||||||||
Change in foreign currency translation adjustments, net | ||||||||||||||
Other comprehensive income | ||||||||||||||
Comprehensive loss | $ | ( | $ | ( | ||||||||||
| Net loss per share - basic and diluted | $ | ( | $ | ( | ||||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||
See accompanying notes to condensed consolidated financial statements
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BLAIZE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Amounts in thousands, except shares)
Common Stock Subject to Possible Redemption | Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | — | $ | — | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Release of restricted stock units | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | — | $ | — | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Common Stock Subject to Possible Redemption | Stockholders’ (Deficit) Equity | ||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders’ (Deficit) Equity | |||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
Conversion of Legacy Blaize convertible notes | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Net exercise of Legacy Blaize warrants | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Merger and PIPE financing | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
Payment on shareholder note receivable | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock to advisors | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock warrants to advisor | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements
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BLAIZE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash used in operating activities | $ | ( | $ | ( | ||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of property and equipment | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Merger and PIPE financing, net of transaction costs | ||||||||||||||
| Payment of deferred offering costs | ( | |||||||||||||
| Proceeds from exercise of stock options | ||||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ||||||||||||||
| Net change in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
| Components of cash, cash equivalents and restricted cash: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash (included within other assets) | ||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
| Supplemental non-cash disclosures: | ||||||||||||||
| Property and equipment acquired in accounts payable and accrued expenses | $ | $ | ||||||||||||
Conversion of Legacy Blaize convertible notes to common stock | ||||||||||||||
| Net exercise of Legacy Blaize warrants for common stock | ||||||||||||||
Issuance of warrants for professional services | ||||||||||||||
| Issuance of common stock for shareholder note receivable | ||||||||||||||
See accompanying notes to condensed consolidated financial statements
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization and Description of Business
Organization and Description of Business
Blaize Holdings, Inc. (together with its subsidiaries, “Blaize,” or the “Company”) is headquartered in El Dorado Hills, California. The condensed consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries.
The Company provides purpose-built, transformative artificial intelligence (“AI”)-enabled edge computing solutions comprised of both its proprietary hardware and software, and complementary third-party hardware solutions, as further described below.
In addition to its internally developed products, the Company also delivers third-party hardware solutions that complement and enhance its core offerings. These third-party hardware solutions typically are substantially comprised of servers, which are selected to ensure optimal compatibility and performance with the Company’s products and AI-enabled platforms.
The Company’s portfolio includes highly efficient programmable AI processors in a broad range of form factors, deployable across several verticals, including smart city, defense, retail and enterprise markets. The Company’s accelerated AI computing platforms enable applications such as computer vision, advanced video analytics, and AI inference, and the Company’s software tools allow non-expert practitioners to deploy existing and novel AI applications on the Company’s hardware without the need for customers to learn or use source code.
Merger and Reverse Recapitalization and Accounting for the Merger
The Merger and reverse recapitalization, the accounting for the transaction, and the defined terms used herein are described in Note 1 — “Organization and Description of Business” of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”)
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”), Regulation S-X. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of results of operations and financial position, have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates based on assumptions about current and, for some estimates, future economic and market conditions, which affect reported amounts and related disclosures in the Company’s condensed consolidated financial statements. Although current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from management’s expectations, which could materially affect the Company’s results of operations and financial position.
Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies disclosed in Note 3 — “Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements included in the Annual Report on Form 10-K. The Company did not adopt any new accounting standards during the three months ended March 31, 2026.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). Previously identified ASUs that are also currently applicable or material
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
to the Company’s future consolidated financial statements are discussed in Note 3 of the Company’s consolidated financial statements included in the Annual Report on Form 10-K.
Note 2. Liquidity and Going Concern
Liquidity
As of March 31, 2026, the Company had cash and cash equivalents on hand of $33.2 million and accounts receivable less allowance for credit losses of $16.7 million, while accounts payable, accrued expenses and other current liabilities (excluding amounts due to related parties), and accrued trade payables totaled $21.4 million.
Going Concern
The Company’s condensed consolidated financial statements have been prepared on a “going concern basis,” which assumes that it will be able to meet its obligations and continue its operations during the twelve months following the issuance of these condensed consolidated financial statements. These 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 the Company be unable to continue as a going concern.
Historically, the Company has funded its operations by using cash generated from financing activities and at the same time, has incurred negative cash flows from operations. Cash provided by financing activities was not significant for the period ended March 31, 2026 and was unrelated to any capital raising activities. Cash provided by financing activities was $11.3 million for the three months ended March 31, 2025, and was generated by capital raising activities. Cash used in operations for the three months ended March 31, 2026 and 2025 was $12.6 million and $15.9 million, respectively.
The Company has historically incurred recurring operating losses, including a loss from operations of $23.4 million and $38.0 million for the three months ended March 31, 2026 and 2025, respectively.
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 its revenue growth rate, cash collections of its accounts receivable, and the timing and extent of spending to support further sales and marketing and research and development efforts. In order to continue its operations, the Company, as currently structured, will need to raise additional financing, if such financing is available at all.
As a result of the above, in connection with its assessment of going concern considerations in accordance with FASB Accounting Standards Codification (“ASC”) 205-40-50 — “Going Concern — Disclosure,” management has determined that the Company’s liquidity condition raises substantial doubt about its ability to continue as a going concern through one year from the date that these condensed consolidated financial statements have been issued.
Note 3. Revenue and Accounts Receivable
Revenue
The following table sets forth the Company’s revenue disaggregated by geographical location, determined by reference to the customer’s shipping location for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (Amounts in thousands, except for percentages) | 2026 | % | 2025 | % | ||||||||||||||||||||||
| United States | $ | $ | ||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenue | $ | $ | ||||||||||||||||||||||||
6
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
The following table sets forth the Company’s revenue disaggregated based on the method of revenue recognition for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | ||||||||||||
| Revenue recognized at a point in time | $ | $ | ||||||||||||
| Revenue recognized over time | ||||||||||||||
| Total revenue | $ | $ | ||||||||||||
Customer concentrations in revenue
The following table sets forth a summary of the Company’s revenue concentration by customer for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (Amounts in thousands, except for percentages) | 2026 | % | 2025 | % | ||||||||||||||||||||||
Customer A (1) | $ | $ | ||||||||||||||||||||||||
| Customer B | ||||||||||||||||||||||||||
Others (2) | ||||||||||||||||||||||||||
| Total revenue | $ | $ | ||||||||||||||||||||||||
(1) Customer A is a related party.
(2) Each of the customers within “Others” comprised less than 10% of revenue each.
Constrained revenue and variable consideration
During each of the three months ended March 31, 2026 and 2025, the Company had no
Other revenue-related matters
There were no not
Accounts Receivable, net
Normal credit terms for the Company’s accounts receivable are generally up to net 30 days, although credit terms for a customer sale that occurred in the fourth quarter of 2025 included credit terms up to 90 days. As of March 31, 2026, the Company’s accounts receivable were 47 % current, 0 % over 60 days past due, and 53 % over 90 days past due under the credit terms of the applicable customer receivable.
The Company had no accounts receivable due from related parties as of March 31, 2026.
7
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
The balances and activity within the Company’s provision for credit losses as of and for the three months ended March 31, 2026 and as of and for the year ended December 31, 2025 are set forth as follows:
(Amounts in thousands) | ||||||||
| Balance, January 1, 2025 | $ | |||||||
| Additions to provision for credit losses | ||||||||
| Additions to provision for credit losses - related party | ||||||||
| Write-off activity | ( | |||||||
| Balance, December 31, 2025 | ||||||||
| Reversal of provision due to collection of full balance | ( | |||||||
| Additions to provision for credit losses | ||||||||
| Balance, March 31, 2026 | $ | |||||||
Customer concentration of accounts receivable
The following table sets forth the summary of the Company’s concentration of accounts receivable by customer as of March 31, 2026 (1):
| (Amounts in thousands, except for percentages) | $ | % | ||||||||||||
Customer C (2) | $ | |||||||||||||
Customer D (2) | ||||||||||||||
Others (3) | ||||||||||||||
| Total accounts receivable | ||||||||||||||
| Less: provision for credit losses: | ( | |||||||||||||
| Accounts receivable, net | $ | |||||||||||||
(1) There were no accounts receivable due from related parties as of March 31, 2026.
(2) The geographic concentration of these accounts receivable is in China.
(3) Each customer within “Others” individually comprised less than 10% each of the Company’s accounts receivable balance.
The following table sets forth the summary of the Company’s concentration of accounts receivable by customer as of December 31, 2025:
| (Amounts in thousands, except for percentages) | $ | % | ||||||||||||||||||||||||
Customer C (1) | $ | % | ||||||||||||||||||||||||
Customer D (1) (2) | % | |||||||||||||||||||||||||
Others (3) (4) | % | |||||||||||||||||||||||||
| Total accounts receivable, including due from related party | $ | |||||||||||||||||||||||||
| Less: provision for credit losses: | ( | |||||||||||||||||||||||||
| Accounts receivable, net, including due from related party | $ | |||||||||||||||||||||||||
(1) The geographic concentration of these accounts receivable is from customers located in China.
(2) Subsequent to December 31, 2025, and as of May 14, 2026, the Company had received payments of $16.9 million from this customer.
(3) Each customer within “Others” individually comprised less than 10% each of the Company’s accounts receivable balance.
(4) Includes receivable due from a related party of $3.4 million, which was paid in full subsequent to December 31, 2025.
8
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
Note 4. Fair Value Measurements and Derivative Instruments
The Company uses a fair value hierarchy established by GAAP that is used to determine the fair value of financial instruments. This hierarchy prioritizes relevant market inputs in order to determine an “exit price” at the measurement date, or the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices for an asset or liability that are obtained through corroboration with observable market data. Level 3 inputs are unobservable inputs (e.g., the Company’s own data or assumptions) that are used when there is little, if any, relevant market activity for the asset or liability required to be measured at fair value.
In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured.
As of March 31, 2026, the Company’s valuation policy and processes had not changed from those described in its consolidated financial statements for the year ended December 31, 2025 included in the Annual Report on Form 10-K. Included in Note 5 — “Fair Value Measurements and Derivative Instruments” to the Consolidated Financial Statements for the year ended December 31, 2025 in the Annual Report on Form 10-K is a detailed description of the Company’s financial instruments measured at fair value and their significant inputs, as well as the classification of such instruments pursuant to the Level 1, Level 2, and Level 3 valuation hierarchy.
Carrying amounts that approximate fair value
The carrying amounts of cash, accounts receivable (including from related parties), prepaid expenses and other current assets, deferred tax assets, operating lease right-of-use assets, other assets, accounts payable, accrued trade payables, accrued expenses and other current liabilities (including to related parties), working capital loan - related party, and advances from related party all approximate their fair values due to their short-term maturities.
Description of the Company’s financial instruments measured at fair value
The following table sets forth information about the Company’s financial assets and liabilities measured at fair value as of March 31, 2026 and December 31, 2025:
| As of March 31, 2026 | ||||||||||||||||||||||||||
| (Amounts in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| Total assets, measured at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Polar warrants | $ | $ | $ | $ | ||||||||||||||||||||||
Other earnout shares (1) | ||||||||||||||||||||||||||
| Total liabilities, measured at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Includes $2.0 million in earnout shares - related party.
9
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
| As of December 31, 2025 | ||||||||||||||||||||||||||
| (Amounts in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| Total assets, measured at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Polar warrants | $ | $ | $ | $ | ||||||||||||||||||||||
Other earnout shares (1) | ||||||||||||||||||||||||||
| Total liabilities, measured at fair value | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Includes $2.2 million in earnout shares - related party.
There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the three months ended March 31, 2026 or the three months ended March 31, 2025.
The following table presents additional information for the prior year and three months ended March 31, 2026 about the Company’s Level 3 liabilities measured at fair value on a recurring basis:
| (Amounts in thousands) | ||||||||
| Balance as of January 1, 2025 | $ | |||||||
| Change in fair value - Legacy Blaize convertible notes | ||||||||
| Change in fair value - Legacy Blaize warrants | ||||||||
| Conversion of Legacy Blaize convertible notes and exercise of Legacy Blaize warrants | ( | |||||||
| Fair value on date of issuance - other earnout shares | ||||||||
| Change in fair value - other earnout shares | ( | |||||||
| Fair value on date of issuance - Polar warrants | ||||||||
| Change in fair value - Polar warrants | ( | |||||||
| Balance as of December 31, 2025 | $ | |||||||
Reclassification of equity-based shares to liabilities (1) | ||||||||
| Change in fair value - other earnout shares | ( | |||||||
| Change in fair value - Polar warrants | ( | |||||||
| Balance as of March 31, 2026 | $ | |||||||
(1) Due to employee forfeitures during the quarter.
10
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
The following table sets forth information regarding the Company’s significant Level 3 inputs as of March 31, 2026 and December 31, 2025:
| Instrument valued using Level 3 methods | As of March 31, | As of December 31, | ||||||||||||||||||||||||
| Valuation Method | Input | 2026 | 2025 | |||||||||||||||||||||||
| Polar warrants | Black-Scholes | Stock price | $ | $ | ||||||||||||||||||||||
| Exercise price | $ | $ | ||||||||||||||||||||||||
| Dividend yield | ||||||||||||||||||||||||||
| Volatility | % | % | ||||||||||||||||||||||||
| Risk-free rate | % | % | ||||||||||||||||||||||||
| Term | ||||||||||||||||||||||||||
| Other earnout shares | Monte Carlo Simulation | Stock price | $ | $ | ||||||||||||||||||||||
| Dividend yield (continuous) | ||||||||||||||||||||||||||
| Volatility (interpolated) | % | % | ||||||||||||||||||||||||
| Risk-free rate (continuous) | % | % | ||||||||||||||||||||||||
| Term | ||||||||||||||||||||||||||
Derivative Instruments
The Company does not use derivatives to manage financial risks or as an economic hedge. The essential characteristics inherent in a derivative instrument are that the instrument is issued for no or nominal consideration, and also include the aspects of an underlying security, a notional amount, and a mechanism for net settlement. None of the Company’s derivative instruments are classified as hedging instruments, and all are marked to fair value at each quarterly period.
After the Merger and during the three months ended March 31, 2026, the Company’s derivatives were comprised of:
•The Other Earnout Shares, representing a freestanding structured forward contract;
•The Polar warrants, representing a freestanding liability-classified derivative instrument; and
•The Committed Equity Facility, which upon execution on July 14, 2025, was considered a freestanding purchased put right, which put right was subsequently considered nominal and marked to zero during 2025. Each draw on the Committed Equity Facility is considered an embedded forward contract. No draws on the Committed Equity Facility were outstanding as of March 31, 2026 or December 31, 2025.
Note 5. Financial Statement Details
Inventories, net
The ending balances of “inventories, net” are set forth on the table below:
| As of: | ||||||||||||||
| (Amounts in thousands) | March 31, 2026 | December 31, 2025 | ||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work in progress | ||||||||||||||
| Finished goods - manufactured | ||||||||||||||
| Total manufactured inventories | $ | $ | ||||||||||||
As the Company is a contract manufacturer, all of its inventories are manufactured by a third party.
There were no
11
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
Prepaid expenses and other current assets
The details of “prepaid expenses and other current assets” are set forth in the table, below:
| As of: | ||||||||||||||
| (Amounts in thousands) | March 31, 2026 | December 31, 2025 | ||||||||||||
| Prepaid expenses: | ||||||||||||||
| Prepaid insurance premiums | $ | $ | ||||||||||||
| Prepaid software licenses and maintenance | ||||||||||||||
| Prepaid compensation | ||||||||||||||
| Other prepaid expenses | ||||||||||||||
| Other current assets: | ||||||||||||||
Vendor deposits | ||||||||||||||
Tax assets (1) | ||||||||||||||
| Other current assets | ||||||||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||||||||
(1) “Tax assets” includes corporate income taxes receivable, sale taxes receivable and withholding taxes related to employee compensation.
Accrued Expenses and Other Current Liabilities
A detail of accrued expenses and other current liabilities is set forth in the table, below:
| As of: | ||||||||||||||
| (Amounts in thousands) | March 31, 2026 | December 31, 2025 | ||||||||||||
| Accrued expenses: | ||||||||||||||
Accrued compensation | $ | $ | ||||||||||||
Accrued professional fees | ||||||||||||||
| Accrued technology fees | ||||||||||||||
| Other accrued expenses | ||||||||||||||
| Accrued purchase commitments | ||||||||||||||
| Other current liabilities | ||||||||||||||
Other current liabilities (1) | ||||||||||||||
| Accrued loss on purchase commitments | ||||||||||||||
| Income tax payable | ||||||||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||||||||
(1) As of March 31, 2026, the balance of “other current liabilities” as presented above was substantially comprised of a short-term loan for directors and officers’ insurance.
Note 6. Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares
Common stock
The Company has authorized 600 million shares of common stock with a par value of $0.0001 per share. The Company has only one class of common stock authorized and issued. Holders of the Company’s common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and there are no cumulative voting rights. The Company’s common stock has no preemptive, redemption, conversion, or subscription rights. The Company has not previously paid cash dividends on its common stock. Any future dividend payments are subject to the discretion of the Company’s board of directors (the “Board” or “Board of Directors”).
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
The following table sets forth the changes in shares of the Company’s common stock from December 31, 2025 through March 31, 2026:
| Common stock outstanding as of December 31, 2025 | ||||||||
| Release of restricted stock units | ||||||||
| Exercise of stock options | ||||||||
| Common stock outstanding as of March 31, 2026 | ||||||||
Subsequent to March 31, 2026, the Company issued 18,918,918 shares of common stock in an underwritten stock offering and granted a 30 -day option pursuant to which the Company may issue up to 2,837,837 additional shares of common stock. See Note 10 — “Subsequent Events”.
Currently Outstanding Warrants to Purchase Common Stock
During the period ended March 31, 2026, there were no changes to the Company’s outstanding warrants or any of the terms of its outstanding warrants as described in its Annual Report on Form 10-K. Subsequent to March 31, 2026, the Company amended the outstanding Polar warrants to adjust the exercise price from $5.00 per share to $3.00 per share. See Note 10 — “Subsequent Events”.
Earnout Shares
In connection with the Merger, Legacy Blaize shareholders and employee equity award holders (including holders of stock options and RSUs) are entitled to receive up to 15,000,000 shares of common stock and Burkhan has the right to receive up to 2,600,000 shares of common stock (collectively, the “Earnout Shares”).
Earnout Shares issued to eligible Legacy Blaize employee equity award holders (“Employee Earnout Shares”) are considered a compensatory award and are accounted for under ASC 718 — “Share-Based Compensation” (“ASC 718”). Further, these Employee Earnout Shares have been determined to be equity classified and accordingly, are not remeasured unless an employee departs from the Company, which is considered a modification of an equity-based award.
Earnout Shares issued to Burkhan and Legacy Blaize shareholders that are not within the scope of ASC 718 (the “Other Earnout Shares”), were evaluated by management under ASC 480 — “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815. The Company determined that the Other Earnout Shares are a derivative liability and remeasures the Other Earnout Shares at each reporting date, with changes in the fair value recorded in the condensed consolidated statements of operations.
Legacy Blaize shareholders, Legacy Blaize employee equity award holders, and Burkhan are entitled to Earnout Shares in four tranches upon the occurrence of four separate events (each a “Triggering Event” and collectively, the “Triggering Events”), if they occur between the Merger date and January 13, 2030. The Triggering Event thresholds are described in the Company’s Annual Report on Form 10-K.
Employee Earnout Shares
During the three months ended March 31, 2026 and 2025, the Company recorded $3.9 million and $3.5 million, respectively, in stock-based compensation expense related to the Employee Earnout Shares. As of March 31, 2026, there was $62.8 million of total unrecognized compensation cost related to the Employee Earnout Shares.
Other Earnout Shares
The fair value of the derivative liability associated with the Other Earnout Shares is described in Note 4 — “Fair Value Measurements and Derivative Instruments”.
13
Table of Contents
BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
Note 7. Net Loss Per Share of Common Stock
Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period, without consideration of potentially dilutive securities.
The Company uses the treasury stock method to determine the dilutive effect of potentially dilutive securities, and the if-converted method to determine the dilutive effect of any potentially dilutive convertible securities, as the Company’s only participating securities are shares of the Company’s common stock, and any dividends declared on the common stock would be forfeitable if not vested. There were no potentially dilutive securities included in the Company’s diluted net loss per share calculation for the three months ended March 31, 2026 and 2025, as the effect of any potentially dilutive security would have been anti-dilutive due to the net losses in those periods.
The table below sets forth the computation of basic and diluted net loss per share:
| Three Months Ended March 31, | ||||||||||||||
| (Amounts in thousands, except share and per share amounts) | 2026 | 2025 | ||||||||||||
| Numerator | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Denominator: | ||||||||||||||
| Weighted-average shares outstanding, basic and diluted | ||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | ||||||||||
The table below sets forth a listing of potentially dilutive securities that were excluded from the calculation of diluted net loss per share attributable to common shareholders because the impact of including them would have been anti-dilutive or out-of-the-money:
| As of March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Stock options | ||||||||||||||
| RSUs | ||||||||||||||
| Earnout shares | ||||||||||||||
| Warrants issued to an advisor | ||||||||||||||
Polar warrants (1) | ||||||||||||||
| BZAI warrants | ||||||||||||||
ESPP (2) | ||||||||||||||
| Total | ||||||||||||||
(1) The Polar warrants were issued in November 2025.
(2) The ESPP has not yet commenced.
Note 8. Segment Reporting
The Company operates as a single operating and reportable segment. “Operating segments” are defined as components of the Company that engage in business activities with distinct financial information that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its chief executive officer, who regularly reviews financial information presented on a consolidated basis for the purpose of making decisions and assessing financial performance, as the Company’s products and services have similar economic characteristics.
The financial information received by the CODM focuses primarily on total available cash and cash equivalents, total revenue, significant expenses, net loss, and earnings before interest, tax, depreciation and amortization (“EBITDA”), and EBITDA as further adjusted for certain non-cash items and other adjustments that the CODM does not consider in their
14
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BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
evaluation of ongoing operating performance from period to period (“Adjusted EBITDA”), to make decisions regarding the Company’s strategy, including the allocation of resources, as well as the Company’s assessment of operating performance.
As the Company operates as a single operating segment, the measures of total available cash and cash equivalents, total revenue and net loss, as reviewed by the CODM, are set forth on the condensed consolidated financial statements, as well as in certain notes to the condensed consolidated financial statements. See Note 4 — “Fair Value Measurements and Derivative Instruments” for details regarding the Company’s cash equivalents. See Note 3 — “Revenue and Accounts Receivable” for details regarding the Company’s total revenue disaggregated by customer geographical location and the major customer concentrations of the Company’s total revenue and accounts receivable balances.
| Three Months Ended March 31, | ||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | ||||||||||||
| Revenue | $ | $ | ||||||||||||
| Cost of revenue | ( | ( | ||||||||||||
| Employee costs | ( | ( | ||||||||||||
| Technology costs | ( | ( | ||||||||||||
| Depreciation | ( | ( | ||||||||||||
| Interest income, net | ||||||||||||||
| Fair value changes and financing charges | ( | |||||||||||||
Other items (1) | ( | ( | ||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
(1) “Other items” includes marketing expenses, professional fees, facilities costs, foreign exchange gains and losses, credit loss estimates, income taxes, and other overhead expenses.
The following table sets forth the Company’s reconciliation of net loss to EBITDA and Adjusted EBITDA:
| Three Months Ended March 31, | ||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | ||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Depreciation | ||||||||||||||
| Provision for income taxes | ||||||||||||||
| Interest income, net | ( | ( | ||||||||||||
| EBITDA | ( | ( | ||||||||||||
| Stock-based compensation | ||||||||||||||
| Fair value changes and financing charges | ( | |||||||||||||
| Transaction costs | ||||||||||||||
| Non-cash inventory cost realignment adjustments | ( | |||||||||||||
Other adjustments (1) | ||||||||||||||
| Adjusted EBITDA | $ | ( | $ | ( | ||||||||||
(1) “Other adjustments” includes, but is not limited to, other non-cash expenses, including foreign exchange gains and losses, and income and expenses that are not expected to be ongoing, including litigation expenses, financing advisory fees, and fines and penalties (or the recoveries and reversals of such). The Company believes that these items are not reflective of its ongoing operating performance and excluding these items provides a more meaningful comparison of its results of operations over comparative periods.
15
Table of Contents
BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
Note 9. Related Party Transactions and Balances
Transactions with the Sponsor and its affiliates
Sales Partner Referral Agreement
On June 30, 2025, the Company entered into a Sales Partner Referral Agreement (the “Referral Agreement”) with Burkhan LLC (the “Sales Partner”), an affiliate of BurTech LP, LLC (the “Sponsor”). The Referral Agreement has an initial approved customer of BurTech Systems Tech LLC (“BST”), an affiliate of the Sales Partner. Under the agreement, BST will purchase, subject to the issuance of purchase orders, up to $56.5 million of the Company’s products on behalf of a certain unaffiliated end user. The Sales Partner will receive a commission from the Company of up to 10 %, depending on the Company’s gross margins under the purchase order. The sales commission is payable in cash, or, partially, at the Company’s discretion, in shares of the Company’s common stock. The commission is payable to BST once the Company receives cash from these sales.
During the three months ended March 31, 2026, the Company recognized $2.6 million in revenue from the Referral Agreement, inclusive of sales commissions of $0.3 million, which was reported as a reduction of revenue, and paid fully in cash.
Other earnout shares - related party
A portion of the “other earnout shares” were issued to an affiliate of the Sponsor at the time of the Merger. See Note 6 — “Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares”. The fair value of these other earnout shares as of March 31, 2026 and December 31, 2025 was $2.0 million and $2.2 million, respectively, as set forth on the Company’s condensed consolidated balance sheets as of each period.
Working capital loan - related party
Immediately prior to the consummation of the Merger, the Company issued an unsecured promissory note to the Sponsor, pursuant to which it borrowed $1.5 million for general corporate purposes. On the date of the Merger, this loan was recorded on the Company’s condensed consolidated balance sheets, and was outstanding as of March 31, 2026 and December 31, 2025. Repayment has been demanded by the Sponsor.
Advances from related party
Immediately prior to the consummation of the Merger, the Sponsor provided the Company with certain working capital advances, which are non-interest bearing and payable on demand, in the amount of $2.9 million. These amounts are reflected on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 as “advances from related party”. Repayment has been demanded by the Sponsor.
Accounts payable - related party
The Company owed management fees in the amount of $0.2
Shareholder note receivable
Immediately prior to the consummation of the Merger, the Sponsor issued a secured promissory note and pledge agreement (the “shareholder note receivable”) to the Company which will decrease when the Sponsor pays for transaction costs that the Company assumed from the Sponsor during the Merger. The shareholder note receivable is secured by collateral of 2,000,000 shares of the Company’s common stock owned by the Sponsor. As of March 31, 2026 and December 31, 2025, the outstanding principal of the shareholder note receivable was $8.6
16
Table of Contents
BLAIZE HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.)
(Unaudited)
Non-Redemption Agreements
On December 31, 2024 and through January 13, 2025, the Company, its Sponsor, and Legacy Blaize entered into non-redemption agreements with several unaffiliated stockholders (each, an “Investor”) who agreed not to redeem (or, alternately, to validly rescind any redemption requests on) their shares of common stock (“Non-Redeemed Shares”) through up to 180 days after the Closing Date. These Non-Redeemed Shares were exchanged for shares of the Company’s common stock and were held in a separate escrow account. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Sponsor agreed to guarantee that each Investor receive a return of $1.50 per Non-Redeemed Share held in a related cash escrow account, subject to certain conditions. The Sponsor, and not the Company, was contractually obligated for the $1.50 per share premium related to these non-redemption agreements. Accordingly, the Company did not recognize a non-redemption liability for the Sponsor’s commitment.
Transactions with other related parties
Transactions with other related parties for advisory and marketing services, and a related party employed by the Company are set forth in the table below:
| Three Months Ended March 31, | ||||||||||||||
| (Amounts in thousands) | 2026 | 2025 | ||||||||||||
| Cash paid to other related parties: | ||||||||||||||
Marketing services (1) | $ | $ | ||||||||||||
Cash compensation received by related party employee (2) | ||||||||||||||
| Total cash paid to other related parties | $ | $ | ||||||||||||
Included in “selling, general and administrative - related party” on the Company’s condensed consolidated statements of operations (2) | $ | $ | ||||||||||||
(1) Marketing expenses were incurred with a company owned by a direct family member of a minority stockholder and member of the Company’s Board of Directors.
(2) A relative of one of the Company’s named executive officers is employed by the Company. Compensation received is presented in “included in selling, general and administrative - related party” for the three months ended March 31, 2026.
Note 10. Subsequent Events
The Company has evaluated subsequent events through the date of issuance of these condensed consolidated financial statements.
On May 5, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Northland Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to the May 6, 2026 issuance and sale (the “Offering”) of 18,918,918 shares (the “Base Shares”) of the Company’s common stock to the public at a price of $1.85 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 2,837,837 additional shares of common stock (the “Option Shares” and, together with the Base Shares, the “Shares”) at the public offering price. The net proceeds to the Company from the Offering for the Base Shares were approximately $32.8 million after deducting underwriting discounts and offering expenses paid by the Company. If the Option Shares are fully exercised, the Company would receive aggregate gross proceeds of approximately $40.25 million, before deducting underwriting discounts and other offering expenses.
On May 5, 2026, the Company entered into Amendment No. 1 to Common Stock Purchase Warrants with the holders of the Polar warrants, amending the outstanding Polar warrants to adjust the exercise price from $5.00 per share to $3.00 per share.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”) and unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025, together with related notes thereto. Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “the Company” “Blaize,” “us,” “our,” “ours,” or “we” refer to Blaize Holdings, Inc. Certain terms are defined in our Annual Report on Form 10-K.
Overview
We provide purpose-built, transformative AI-enabled edge computing solutions comprised of both our proprietary hardware and software, and complementary third-party hardware solutions, as further described below. Our computing solutions are designed for efficient processing of AI inference workloads across edge and data center environments. Our architecture supports AI workloads where latency, power efficiency, and cost efficiency are important considerations. Our systems can process data locally at the edge or within data center infrastructure, depending on deployment requirements. Local processing can reduce bandwidth usage and support latency-sensitive applications requiring real-time decision making.
In addition to our internally developed products, we also deliver third-party hardware solutions that complement and enhance our core offerings. By integrating certain third-party hardware components, we believe that we are able to provide customers with comprehensive and flexible computing solutions tailored to their specific needs. These third-party hardware solutions typically are substantially comprised of servers, which are selected to ensure optimal compatibility and performance with our products and our AI-enabled platforms.
Our portfolio includes highly efficient, programmable AI processors in a broad range of form factors, deployable across several verticals, including smart city, defense, retail and enterprise markets. Our accelerated AI computing platforms enable applications such as computer vision, advanced video analytics, and AI inference, and our software tools allow non-expert practitioners to deploy existing and novel AI applications on our hardware without the need to learn or use source code.
Recent Developments in Our Business
On May 5, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Northland Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”), relating to the May 6, 2026 issuance and sale (the “Offering”) of 18,918,918 shares (the “Base Shares”) of the Company’s common stock to the public at a price of $1.85 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 2,837,837 additional shares of common stock (the “Option Shares” and, together with the Base Shares, the “Shares”) at the public offering price. The net proceeds to the Company from the Offering for the Base Shares were approximately $32.8 million after deducting underwriting discounts and offering expenses paid by the Company. If the Option Shares are fully exercised, the Company would receive aggregate gross proceeds of approximately $40.25 million, before deducting underwriting discounts and other offering expenses.
On May 5, 2026, the Company entered into Amendment No. 1 to Common Stock Purchase Warrants with the holders of the Polar warrants, amending the outstanding Polar warrants to adjust the exercise price from $5.00 per share to $3.00 per share.
Key Business Metrics
Pipeline
We have identified potential future business opportunities that we believe could accelerate our growth through near-term customer implementations. Although we have no contractual arrangement(s) with respect to such pipeline and we cannot predict with certainty any future contractual arrangement(s), the pipeline contains target accounts and opportunities that have been identified as potential customers for our products and services. We classify certain key metrics related to our pipeline into the following categories: proof of concept stage, partners, and design wins.
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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 value proposition along with its tailored use scenarios and satisfaction of customer and/or partner requirements. As of March 31, 2026, 25 POCs were initiated or in progress with a potential customer.
Partners
A partner (“Partner”) consists of either an independent software vendor or independent hardware vendor with whom we are working to integrate our products and services into the vendor’s offerings for their customers. Such vendors may include original equipment manufacturers (“OEMs”), original design manufacturers, system integrators, or hardware resellers or distributors, among others. As of March 31, 2026, we had a total of 30 Partners.
Design Wins
A design win (“Design Win”) represents that a Partner or a customer has selected our products and/or services to be incorporated into a product that it intends to produce or consume, as applicable, and has confirmed that our offerings integrate into such product accordingly. As of March 31, 2026, 20 Design Wins had been confirmed with a Partner or customer.
Results of Operations
Revenue
We currently derive revenue through a combination of:
•Hardware revenue — encompasses the sale of our semiconductor products and/or third-party hardware products which support our semiconductor products through various supply agreements.
•Software revenue — encompasses the sale of our applications and other software products through various licensing agreements.
•Strategic consulting services revenue — providing customized design services to our customers, tailored to their specific requirements.
The following table sets forth our revenue for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| (Amounts in thousands, except for percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Total revenue | $ | 2,738 | $ | 1,007 | $ | 1,731 | 171.9 | % | |||||||||||||||
For the three months ended March 31, 2026, revenue increased to $2.7 million compared to $1.0 million for the three months ended March 31, 2025. The increase was primarily due to hardware sales under the Sales Partner Referral Agreement (the “Referral Agreement”) with a related party, inclusive of sales commissions of $0.3 million.
The following table sets forth our revenue by the geographical location of our customers for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| (Amounts in thousands, except for percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| United States | $ | 2,597 | $ | — | $ | 2,597 | * | ||||||||||||||||
| China | — | 960 | (960) | * | |||||||||||||||||||
| Other | 141 | 47 | 94 | * | |||||||||||||||||||
| Total revenue | $ | 2,738 | $ | 1,007 | |||||||||||||||||||
*Percentage change is not meaningful.
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Since our revenue is concentrated among a small number of customers, revenue from any one significant customer may significantly change the geographical mix of our revenue.
The following table sets forth a summary of the Company’s revenue concentration by customer for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||||||||||||||||||||
| (Amounts in thousands, except for percentages) | 2026 | % | 2025 | % | ||||||||||||||||||||||
Customer A (1) | $ | 2,597 | 94.9% | $ | — | —% | ||||||||||||||||||||
| Customer B | — | —% | 960 | 95.3% | ||||||||||||||||||||||
Others (2) | 141 | 5.1% | 47 | 4.7% | ||||||||||||||||||||||
| Total revenue | $ | 2,738 | $ | 1,007 | ||||||||||||||||||||||
(1) Customer A is a related party.
(2) Each of the customers within “Others” comprised less than 10% of revenue each.
Costs and Expenses
Cost of Revenue
Cost of revenue is currently primarily comprised of the cost of purchase of hardware from third parties (servers into which our graph streaming processor (“GSP”) products can be placed and can otherwise enhance our branded products), and also includes Blaize-designed semiconductors purchased from foundries and various edge form factors supplied to us by contract manufacturers as well as indirect costs such as inventory carrying costs and inventory valuation reserves. In addition, cost of revenue includes direct labor costs associated with the servicing of our strategic consulting services revenue contracts. There is no depreciation allocable to cost of revenue; however, if such depreciation expense were to be incurred, it would be allocated to cost of revenue.
Research and Development
Research and development (“R&D”) expense primarily consists of personnel costs for our research and development activities. R&D expense 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, and reference design development.
Selling, General and Administrative
Selling, general and administrative (“SG&A”) expense primarily consists of personnel-related expenses for our sales and marketing teams, 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
Depreciation consists of ordinary depreciation on long-lived assets such as computer equipment, furniture and fixtures, leasehold improvements, and office equipment and is generally not material to us.
Transaction Costs
Transaction costs consisted of direct incremental legal, consulting, and banking fees related to the consummation of the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024), with BurTech Acquisition Corp. (“BurTech”), BurTech Merger Sub, Inc. (“Merger Sub”), Blaize, Inc. (“Legacy Blaize”), and for the limited purposes set forth therein, Burkhan Capital LLC (“Burkhan”), a Delaware limited liability company and an affiliate of BurTech, which was completed in the first quarter of 2025. No additional costs relating to the Merger are expected to be incurred.
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Detail of Costs and Expenses
The following table sets forth our costs and expenses, as described above, for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| (Amounts in thousands, except for percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Cost of revenue | $ | 1,162 | $ | 327 | $ | 835 | 255.4 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | 9,675 | 13,118 | (3,443) | (26.2) | % | ||||||||||||||||||
| Selling, general and administrative | 15,069 | 13,108 | 1,961 | 15.0 | % | ||||||||||||||||||
| Selling, general and administrative - related party | 34 | 241 | (207) | * | |||||||||||||||||||
| Depreciation | 186 | 191 | (5) | (2.6) | % | ||||||||||||||||||
| Transaction costs | — | 12,043 | (12,043) | * | |||||||||||||||||||
| Total operating expenses | $ | 24,964 | $ | 38,701 | |||||||||||||||||||
*Percentage change is not meaningful.
Cost of Revenue
For the three months ended March 31, 2026, cost of revenue increased by $0.8 million to $1.2 million, compared to $0.3 million for the three months ended March 31, 2025. The increase in cost of revenue is commensurate with the increase in sales for the period.
R&D
For the three months ended March 31, 2026, research and development expense decreased by $3.4 million, or 26.2%, to $9.7 million, compared to $13.1 million for the three months ended March 31, 2025. The decrease was primarily due to a $2.1 million decrease in stock-based compensation expense allocated to employees within this department, as well as a general reduction in development activities related to our next generation chip.
SG&A
For the three months ended March 31, 2026, selling, general and administrative expense increased by $2.0 million, or 15.0%, to $15.1 million, compared to $13.1 million for the three months ended March 31, 2025. The increase was primarily due to an increase in our provision for expected credit losses during the three months ended March 31, 2026.
Selling, general and administrative - related party expenses for the three months ended March 31, 2026 were comprised solely of payroll expenses for an individual related to one of our executive officers. During the three months ended March 31, 2025, selling, general and administrative - related party expenses included payroll expenses for the individual as well as advertising expenses incurred with a company owned by a relative of a shareholder and member of the Company’s Board of Directors.
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Other Expense, net
The following table sets forth the details of our total other expense, net, for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| (Amounts in thousands, except for percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Change in fair value of Legacy Blaize convertible notes and warrants | $ | — | $ | (226,048) | $ | 226,048 | * | ||||||||||||||||
| Change in fair value of other earnout shares | 558 | 116,518 | (115,960) | (99.5) | % | ||||||||||||||||||
| Change in fair value of Polar warrants | 469 | — | 469 | * | |||||||||||||||||||
| Other, net | (193) | (48) | (145) | 302.1 | % | ||||||||||||||||||
| Total other income (expense), net | $ | 834 | $ | (109,578) | |||||||||||||||||||
*Percentage change is not meaningful.
Our “total other expense, net” for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was driven by the fair value changes in the different financial instruments in place during each period. In the first quarter of 2025, as a result of the Merger, the Legacy Blaize convertible notes and warrants were all converted into shares of our common stock. These instruments were, therefore, not outstanding in 2026. “Other, net” includes interest income, interest expense, fines and penalties (and the reversal of the same) regarding non-income tax based tax positions and foreign exchange gains and losses.
Non-GAAP Measures
In addition to financial measures presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”), we report certain key financial measures that are not required by, or presented in accordance with, GAAP. Non-GAAP financial information is presented for supplemental informational purposes only, should not be considered in isolation of, or as a substitute for or superior to, financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. Accordingly, you are cautioned not to place undue reliance on this information. We believe that along with our GAAP financial information, our non-GAAP financial information when taken collectively and evaluated appropriately, is helpful to investors in assessing our operating performance.
In conjunction with net loss calculated in accordance with GAAP, we also use EBITDA and Adjusted EBITDA, as defined below, to evaluate our ongoing operations and for internal planning and forecasting purposes.
EBITDA and Adjusted EBITDA
EBITDA is defined as “Earnings before interest, income taxes, depreciation, and amortization”. Adjusted EBITDA is defined as EBITDA further adjusted for non-cash items such as stock-based compensation, changes in fair value, and operational income and expenses that are not expected to be ongoing, as discussed below in the footnote to “other adjustments”.
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The following table sets forth a reconciliation of net loss to EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| (Amounts in thousands, except for percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Net loss | $ | (22,653) | $ | (147,761) | $ | 125,108 | (84.7) | % | |||||||||||||||
| Depreciation | 186 | 191 | (5) | (2.6) | % | ||||||||||||||||||
| Provision for income taxes | 99 | 162 | (63) | (38.9) | % | ||||||||||||||||||
| Interest income, net | (179) | (399) | 220 | (55.1) | % | ||||||||||||||||||
| EBITDA | (22,547) | (147,807) | 125,260 | (84.7) | % | ||||||||||||||||||
| Stock-based compensation | 8,948 | 11,040 | (2,092) | (18.9) | % | ||||||||||||||||||
| Fair value changes and financing charges | (1,027) | 109,530 | (110,557) | * | |||||||||||||||||||
| Transaction costs | — | 12,043 | (12,043) | * | |||||||||||||||||||
| Non-cash inventory cost realignment adjustments | 106 | (625) | 731 | * | |||||||||||||||||||
Other adjustments (1) | 594 | 439 | 155 | 35.3 | % | ||||||||||||||||||
| Adjusted EBITDA | $ | (13,926) | $ | (15,380) | $ | 1,454 | (9.5) | % | |||||||||||||||
*Percentage change is not meaningful.
(1) “Other adjustments” includes, but is not limited to, other non-cash expenses, including foreign exchange gains and losses, and income and expenses that are not expected to be ongoing, including litigation expenses, financing advisory fees, and fines and penalties (or the recoveries and reversals of such). We believe that these items are not reflective of our ongoing operating performance and excluding these items provides a more meaningful comparison of our results of operations over comparative periods.
Liquidity and Capital Resources
Our primary sources of cash flows have historically been from financing activities. We expect our primary sources of liquidity to continue to be cash flows from financing activities, as our expenses continue to exceed our revenues, and therefore, we cannot satisfy our cash needs through operations. We intend to raise such capital through issuances of additional equity and/or debt. As discussed below, our liquidity condition raises substantial doubt about our ability to continue as a going concern through a year from the issuance date of our unaudited condensed consolidated financial statements, as we cannot expect that the sources of financing currently available to us will be sufficient to fund our ongoing cash requirements for at least the next twelve months and/or into the foreseeable future.
Going Concern
As described in Item 1 — “Financial Statements,” in Note 2 — “Liquidity and Going Concern,” our condensed consolidated financial statements accompanying this Quarterly Report on Form 10-Q 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.
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 continue to finance our operations, we will need to raise additional financing, if such financing is available at all.
As a result of the above considerations, 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 of issuance of our unaudited condensed consolidated financial statements.
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Issuance of Common Stock During the Current Year
The table below sets forth a description of our issuance of common stock as of May 14, 2026:
| Common stock outstanding as of December 31, 2025 | 122,043,966 | |||||||
| Release of restricted stock units | 653,589 | |||||||
| Exercise of stock options | 49,202 | |||||||
| Common stock outstanding as of March 31, 2026 | 122,746,757 | |||||||
| Release of restricted stock units | 2,500 | |||||||
| Exercise of stock options | 631,286 | |||||||
Shares issued on May 5, 2026 (1) | 18,918,918 | |||||||
Common stock outstanding as of May 14, 2026 | 142,299,461 | |||||||
(1) On May 5, 2026, pursuant to the Underwriting Agreement, we sold and issued 18,918,918 shares of common stock.
Future Commitments to Issue Shares of Our Common Stock
The table below sets forth a description of our future commitments to issue common stock as of May 14, 2026:
Stock options (1) | 28,697,076 | |||||||
RSUs (1) | 9,359,499 | |||||||
Employee stock purchase plan shares available for future purchase (1) | 3,047,669 | |||||||
Earnout shares (2) | 17,600,000 | |||||||
BZAI warrants (3) | 29,648,250 | |||||||
Warrants issued to an advisor (3) | 50,000 | |||||||
Polar warrants (4) | 9,375,000 | |||||||
“Greenshoe” option shares (5) | 2,837,837 | |||||||
Issuable under Sales Partner Referral Agreement (6) | * | |||||||
Issuable under Committed Equity Facility (7) | * | |||||||
| Total potential commitments to issue common stock | 100,615,331 | |||||||
* Variable number of shares not determinable as of May 14, 2026.
(1) As of March 31, 2026, we had commitments to issue 28,697,076 shares of common stock to employees and others under stock option awards, and an additional 9,359,499 shares of our common stock under employee and other RSU awards. These commitments did not differ materially as of May 14, 2026, as we did not issue additional such awards during the time period between March 31, 2026 and May 14, 2026, although forfeitures from terminated employees and option exercises may decrease these commitments by immaterial amounts. We have further reserved 3,047,669 shares of our common stock under an employee stock purchase plan, which has not yet commenced.
(2) We have commitments in respect of the Earnout Shares to issue up to 15,000,000 shares of our common stock, primarily to Legacy Blaize shareholders and also to then-outstanding Legacy Blaize employee equity award holders, and 2,600,000 shares of our common stock to Burkhan, subject to our share price achieving certain thresholds over a period of time (collectively, the “Earnout Shares”). These Earnout Shares are dependent upon, among other things, changes in the closing share price of our common stock, the expected timing of settlement, and the probability of achieving certain triggering events.
(3) We have a total of 29,648,250 warrants to purchase shares of our common stock outstanding, exercisable at $11.50 per share (the “BZAI warrants”), which expire on January 13, 2030. Additionally, shortly after the Merger, we issued, to an advisor, 50,000 warrants to purchase shares of our common stock outstanding, exercisable at $11.50 per share, which expire in the first quarter of 2030.
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(4) On May 5, 2026, we amended the outstanding Polar warrants to adjust the exercise price from $5.00 per share to $3.00 per share.
(5) On May 5, 2026, pursuant to the Underwriting Agreement, as part of our offering of common stock on that date, we granted the Underwriters a 30-day option to purchase up to 2,837,837 additional shares of common stock, commonly referred to as a “greenshoe” option. The greenshoe option expires on June 5, 2026.
(6) We have a Sales Partner Referral Agreement with Burkhan LLC (the “Sales Partner”), an affiliate of BurTech LP, LLC, that allows partially for shares of our common stock to be issued to that affiliate in respect of a sales commission, at our discretion. Cash or shares of stock for commission payments are to be released upon our receipt of cash on the sales made under the Sales Partner Referral Agreement. During the year ended December 31, 2025, sales were made to an affiliate of the Sales Partner, but no payments were made on amounts due to us, and therefore, no cash or shares of stock relating to the sales commission were released during the year ended December 31, 2025. During the three months ended March 31, 2026, we made additional sales under this agreement, and also received payment in full (in respect of all sales made under this agreement during 2025 and through March 31, 2026) from the Sales Partner and then paid the sales commission in cash, although future sales commissions may be partially payable in shares of our common stock at our discretion.
(7) The remaining number of shares that we may sell under the Committed Equity Facility varies in relation to our stock price. Approximately $15.5 million remains available to draw on the Committed Equity Facility upon the expiration of the 60-day lockup agreement entered into with the underwriters of the equity raise finalized on May 6, 2026, or unless the price per share of our common stock is equal to or exceeds $2.78, as 150% of the price to the public in the equity raise during the 60-day period.
Cash Flows for the Three Months Ended March 31, 2026 and 2025
Cash Flows used in Operating Activities
Net cash used in operating activities was $12.6 million for the three months ended March 31, 2026, compared to $15.9 million for the three months ended March 31, 2025. The decrease in cash used in operating activities was primarily due to a decrease of $125.1 million in net loss, which included a decrease in adjustments to reconcile net loss to net cash used in operating expenses of $111.0 million resulting from less volatility in fair value measurements during the current period, and an increase in changes in operating assets and liabilities of $10.8 million largely arising from payment of accrued trade payables.
Cash Flows used in Investing Activities
For the three months ended March 31, 2026 and 2025, we used $0.1 million and $0.7 million, respectively, of cash to purchase property and equipment.
Cash Flows provided by Financing Activities
For the three months ended March 31, 2026, net cash provided by financing activities was $0.1 million, which consisted of proceeds from the exercise of stock options. During the three months ended March 31, 2025, net cash provided by financing activities consisted of $15.9 million of proceeds from the Merger and PIPE financing, partially offset by the $4.5 million payment of deferred offering costs.
Material Cash Requirements, Cash Collections, and Cash Availability
Material cash requirements as of March 31, 2026 included normal course of business near-term general corporate expenses accrued in accounts payable and accrued expenses, such as consulting fees and employee payroll.
During the fourth quarter of 2025, we sold certain hardware in the amount of $23.8 million, and at the same time, purchased hardware from a third-party vendor in order to fulfill that sales contract, recording the trade account payable with the remaining balance as of March 31, 2026 referred to, above. Through May 14, 2026, we have received payments of $16.9 million from our customer, and we paid our vendor in full. The remaining receivable of $6.8 million is due from our customer as of May 14, 2026.
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As of March 31, 2026, we had cash and cash equivalents on hand of $33.2 million. Additionally, approximately $15.5 million remains available to draw on the Committed Equity Facility upon the expiration of the 60-day lockup agreement entered into with the underwriters of the equity raise finalized on May 6, 2026, or unless the price per share of our common stock is equal to or exceeds $2.78, as 150% of the price to the public in the equity raise during the 60-day period.
Emerging Growth Company and Smaller Reporting Company Status
Refer to Part II, Item 7, “Emerging Growth Company and Smaller Reporting Company Status” of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our Emerging Growth Company and Smaller Reporting Company Statuses during the three months ended March 31, 2026.
Critical Accounting Estimates
Refer to Part II, Item 7, “Critical Accounting Estimates” of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our Critical Accounting Policies and Estimates during the three months ended March 31, 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information is recorded, processed, summarized, and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become subject to various legal proceedings, lawsuits, disputes and claims arising in the ordinary course of our business. We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, may have a material adverse effect on our business.
ITEM 1A. RISK FACTORS
Other than the risk factors listed below, there have been no material changes from the risk factors previously described under Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 24, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2026.
The price of our common stock has and may continue to fluctuate significantly, and this may make it difficult for you to resell shares of common stock owned by you at times or at prices you find attractive.
The trading price of our common stock has fluctuated widely and may continue to fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of our common stock. Among the factors that could affect our stock price are:
•actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
•changes in the market’s expectations about our operating results;
•our ability to access adequate project financing, commercial borrowings and debt and equity capital markets to fund our operations or any significant anticipated capital expenditures;
•the degree and nature of our competition;
•operating results failing to meet the expectations of securities analysts or investors in a particular period;
•changes in financial estimates and recommendations by securities analysts concerning us or the industry in which we operate in general;
•operating and stock price performance of other companies that investors deem comparable to us;
•changes in laws and regulations affecting our business;
•announcements by us or our competitors of significant business developments, partnerships or acquisitions;
•commencement of, or involvement in, litigation involving us;
•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
•the volume of shares of our common stock available for public sale;
•any major change in our board of directors or management;
•sales of substantial amounts of our common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
•general economic and political conditions such as recessions, changes in interest rates, changes in fuel prices, international currency fluctuations, and acts of war, terrorism, civil unrest, or pandemics.
The cumulative effects of the factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful.
This variability and unpredictability could also result in us failing to meet the expectations of industry or financial analysts or investors for any period. If we are unable to realize our objectives associated with our business plan, or if our operating results fall below the expectations of analysts or investors or below any guidance we may provide, or if any guidance we provide is below the expectations of analysts or investors, it could cause the market price of our common stock to decline.
Future sales or issuances of our common stock in the public markets, or the perception of such sales, could depress the trading price of our common stock.
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The sale of a substantial number of shares of our common stock or other equity-related securities in the public markets, or the perception that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities. We may sell large quantities of our common stock at any time in one or more separate offerings. We cannot predict the effect that future sales of common stock or other equity-related securities would have on the market price of our common stock.
Moreover, we have filed a registration statement on Form S-8 registering all shares of common stock underlying equity awards that we may issue under our equity compensation plans. Once registered on Form S-8, shares underlying these equity awards can be freely sold in the public market upon issuance, subject to volume, notice and manner of sale limitations applicable to affiliates.
In addition, we currently have on file with the SEC a universal registration statement which allows us to offer and sell up to $250.0 million of our securities, including shares of our common stock, from time to time pursuant to one or more offerings at prices to be determined at the time of sale.
The activity of short sellers in our common stock could increase volatility in our share price and negatively impact our reputation, business, and ability to raise capital.
Our common stock may be the target of short selling activity, in which investors sell shares that they do not own in anticipation of a decline in the market price. The presence of significant short interest could lead to increased volatility in the trading price of our shares, regardless of our actual operating performance or prospects. Short sellers may also publish, or cause to be published, negative or misleading information about our company, our management, or our business model, which could further depress our stock price and damage our reputation with customers, partners, and investors.
Increased volatility and downward pressure on our stock price as a result of short selling may make it more difficult for investors to sell their shares at desired prices and could impair our ability to access the capital markets on favorable terms, or at all, when we need to raise additional funds, which is particularly relevant given our current liquidity position and our ongoing need to raise capital to fund our operations and achieve our business objectives, as discussed elsewhere in this Quarterly Report on Form 10-Q.
Additionally, negative publicity or rumors, whether or not accurate, that are disseminated by short sellers or others may harm our relationships with customers, suppliers, and employees, and may have a material adverse effect on our stock price, reputation, business, financial condition, or results of operations.
Our contracts with key customers are not subject to minimum purchase commitments, and these customers may reduce or cease orders at any time, which could materially and adversely affect our business.
Many of our contracts with key customers do not have minimum purchase commitments, and these contracts are subject to the customer’s issuance of a purchase order. As a result, these customers may, at any time and for any reason, reduce, defer, or cease purchasing our products without penalty or prior notice. Any significant reduction, delay, or discontinuation of orders by any major customer would likely cause our revenues to decline and could materially and adversely affect our business, financial condition, and results of operations.
Because we derive a significant portion of our revenues from a limited number of customers, the loss of any major customer, a material decrease in their purchases, or non-payment by the customer would have a substantial negative impact on our company. Our reliance on sales to these customers exposes us to ongoing risks of revenue fluctuation and business disruption, particularly in the absence of contractual purchase obligations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Recent Sales of Unregistered Securities
None.
(b) Use of Proceeds
None.
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(c) Issuer Repurchases of Equity Securities
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 trading arrangements
None of our directors or “officers” (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a trading arrangement for the purchase of Company securities for the three months ended March 31, 2026 that is either (i) a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement” or (ii) a “non-Rule 10b5-1 trading arrangement,” (as defined in Item 408(c) of Regulation S-K).
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ITEM 6. EXHIBITS
| Exhibit No. | Description | |||||||
| 3.1 | Third Amended and Restated Certificate of Incorporation of Blaize Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 17, 2025) | |||||||
| 3.2 | Certificate of Designations of Series A Junior Participating Preferred Stock of Blaize Holdings, Inc., filed with the Secretary of State of the State of Delaware on April 22, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 22, 2026) | |||||||
| 4.1 | Rights Agreement, dated as of April 22, 2026, between Blaize Holdings, Inc. and Continental Stock Transfer & Trust Company, which includes the Form of Certificate of Designations of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 22, 2026) | |||||||
| 10.1 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6, 2026) | |||||||
| 10.2 | Amendment No. 1 to Common Stock Purchase Warrants, by and among Blaize Holdings, Inc., Polar Long/Short Master Fund, and Polar Multi-Strategy Master Fund, dated May 5, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 6, 2026) | |||||||
| 10.3 | * † ∓ | Offer Letter, by and between Blaize Holdings, Inc. and Kim Peterson Evans, dated May 9, 2025 | ||||||
| 10.4 | * † ∓ | Offer Letter, by and between Blaize Holdings, Inc. and Stephen P. Patak, dated December 9, 2025 | ||||||
| 31.1 | * | Chief Executive Officer Certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | ||||||
| 31.2 | * | Chief Financial Officer Certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002 | ||||||
| 32.1 | ** | Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | ||||||
| 32.2 | ** | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | ||||||
| 101.Def | Definition Linkbase Document | |||||||
| 101.Pre | Presentation Linkbase Document | |||||||
| 101.Lab | Labels Linkbase Document | |||||||
| 101.Cal | Calculation Linkbase Document | |||||||
| 101.Sch | Schema Document | |||||||
| 101.Ins | Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 104 | Cover Page Interactive Date File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
*Filed herewith
**Exhibit is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
†This document has been identified as a management contract or compensatory plan or arrangement
∓ Portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K
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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, thereunto duly authorized.
| Blaize Holdings, Inc. | |||||
Date: May 14, 2026 | By: /s/ Dinakar Munagala | ||||
| Dinakar Munagala | |||||
| Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Date: May 14, 2026 | By: /s/ Harminder Sehmi | ||||
| Harminder Sehmi | |||||
| Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
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FAQ
How did Blaize Holdings (BZAI) perform financially in Q1 2026?
Blaize reported Q1 2026 revenue of $2.7 million, up from $1.0 million a year earlier. The company still generated a net loss of $22.7 million and negative operating cash flow of $12.6 million as it invests heavily in AI edge computing growth.
What liquidity position does Blaize Holdings (BZAI) report as of March 31, 2026?
As of March 31, 2026, Blaize held $33.2 million in cash and cash equivalents and $16.7 million of net accounts receivable. Management notes these resources are insufficient by themselves, contributing to substantial doubt about the company’s ability to continue as a going concern.
Why does Blaize Holdings (BZAI) disclose substantial doubt about going concern?
Blaize has a history of operating losses, including a $23.4 million operating loss in Q1 2026 and $12.6 million of operating cash outflows. Management states that continued cash burn and reliance on future financing raise substantial doubt about its ability to continue as a going concern.
What capital raise did Blaize Holdings (BZAI) complete after Q1 2026?
On May 6, 2026, Blaize issued 18,918,918 shares of common stock at $1.85 per share in an underwritten offering, generating about $32.8 million in net proceeds. Underwriters also received a 30‑day option to buy up to 2,837,837 additional shares.
How concentrated are Blaize Holdings’ (BZAI) customers and receivables?
In Q1 2026, one related‑party customer (Customer A) provided 94.9% of revenue, while two customers (C and D) comprised over 93% of gross accounts receivable. Much of this receivable exposure is tied to customers located in China, increasing concentration risk.
What is Blaize Holdings’ (BZAI) Adjusted EBITDA for Q1 2026?
Blaize reported Q1 2026 Adjusted EBITDA loss of $13.9 million, improving from a $15.4 million loss a year earlier. This metric starts from EBITDA and adjusts for stock‑based compensation, fair value changes, transaction costs, inventory adjustments, and other non‑recurring items.