Blaize Holdings, Inc.
For the period ended Dec 31, 2024. Filed Apr 15, 2025.
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FY2024 · Filed Apr 15, 2025
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report, or incorporated herein by reference:
Financial Statements
The consolidated financial statements of the Company are included in Item 8. of this Annual Report.
Financial Statement Schedules.
All financial statement schedules for the Company have been included in Item 8. of this Annual Report, or are either inapplicable or not required.
Exhibits.
The following is a list of exhibits filed as part of this Annual Report:
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit No. | Description | Schedule/ Form | Exhibit Reference | Filing Date |
| 2.1 | Agreement and Plan of Merger Agreement, dated as of December 22, 2023, by and among BurTech Acquisition Corp., BurTech Merger Sub Inc., Blaize, Inc. and Burkhan Capital LLC (for the limited purposes set forth therein) | S-4 | 2.1 | 7/19/2024 |
| 2.2 | Amendment to Agreement and Plan of Merger Agreement, dated as of April 22, 2024, by and among BurTech Acquisition Corp., BurTech Merger Sub Inc., Blaize, Inc. and Burkhan Capital LLC (for the limited purposes set forth therein) | S-4 | 2.2 | 7/19/2024 |
| 2.3 | Amendment No. 2 to Agreement and Plan of Merger, dated as of October 24, 2024, by and among BurTech Acquisition Corp., BurTech Merger Sub Inc., Blaize, Inc. and Burkhan Capital LLC (for the limited purposes set forth therein) | S-4 | 2.3 | 10/30/2024 |
| 2.4 | Amendment No. 3 to Agreement and Plan of Merger, dated as of November 21, 2024, by and among BurTech Acquisition Corp., BurTech Merger Sub Inc., Blaize, Inc. and Burkhan Capital LLC (for the limited purposes set forth therein) | S-4 | 2.4 | 11/26/2024 |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Blaize Holdings, Inc. | 8-K | 3.1 | 1/17/2025 |
| 3.2 | Amended and Restated Bylaws of Blaize Holdings, Inc. | 8-K | 3.2 | 1/17/2025 |
| 4.1 | Specimen Common Stock Certificate | S-1/A | 4.2 | 11/19/2021 |
| 4.2 | Specimen Warrant Certificate | S-1/A | 4.3 | 11/19/2021 |
| 4.3 | Warrant Agreement, dated as of December 10, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 4.1 | 12/16/2021 |
| 4.4* | Description of the Registrant’s Securities. | |||
| 10.1 | Amended and Restated Registration Rights Agreement, dated as of January 13, 2025, by and among the Company, certain stockholders of BurTech named therein and certain stockholders of Legacy Blaize named therein. | 8-K | 10.1 | 1/17/2025 |
| 10.2 | Letter Agreement, dated December 10, 2021, by and among the Company, its officers and directors, the Sponsor and certain other stockholders party thereto | 8-K | 10.2 | 12/16/2021 |
| 10.3 | Form of Indemnification Agreement. | 8-K | 10.3 | 1/17/2025 |
| 10.4 | Blaize, Inc. Amended and Restated 2011 Stock Plan | 8-K | 10.4 | 1/17/2025 |
| 10.5 | Blaize Holdings, Inc. 2025 Incentive Award Plan | 8-K | 10.5 | 1/17/2025 |
| 10.6 | Blaize Holdings, Inc. 2025 Employee Stock Purchase Plan | 8-K | 10.6 | 1/17/2025 |
| 10.7 | Form of Stock Option Grant Agreement (Installment Exercise) and Grant Notice under the Blaize, Inc. Amended and Restated 2011 Stock Plan | 8-K | 10.7 | 1/17/2025 |
| 10.8 | Form of Restricted Stock Unit Grant Agreement and Grant Notice under the Blaize, Inc. Amended and Restated 2011 Stock Plan | 8-K | 10.8 | 1/17/2025 |
| 10.9 | Form of Non-Redemption Agreement | 8-K | 10.1 | 12/31/2024 |
| 10.10 | Form of PIPE Subscription Agreement | 8-K | 10.1 | 1/8/2025 |
| 10.11 | Registration Rights Agreement, dated as of January 13, 2025, by and among the Company and certain stockholders of Legacy Blaize named therein. | 8-K | 10.11 | 1/17/2025 |
| 10.12 | Stockholder Lock-Up Agreement, dated as of January 13, 2025, by and among the Company and certain stockholders of Legacy Blaize named therein. | 8-K | 10.12 | 1/17/2025 |
| 10.13 | Noteholder Lock-Up Agreement, dated as of January 13, 2025, by and among the Company and certain securityholders of Legacy Blaize named therein. | 8-K | 10.13 | 1/17/2025 |
| 10.14 | Secured Promissory Note and Pledge Agreement, dated as of January 13, 2025, by and among BurTech LP LLC and BurTech. | 8-K | 10.14 | 1/17/2025 |
| 10.15 | Letter Agreement, dated as of January 13, 2025, by and among BurTech, Merger Sub, Blaize and Burkhan BurTech LP LLC and Blaize. | 8-K | 10.15 | 1/17/2025 |
| 10.16 | Offer Letter, dated as of June 18, 2018, by and between ThinCI, Inc. and Dinakar Munagala | 8-K | 10.16 | 1/17/2025 |
| 10.17 | Offer Letter, dated as of June 20, 2018, by and between ThinCI, Inc. and Val Cook | 8-K | 10.17 | 1/17/2025 |
| 10.18 | Offer Letter, dated as of November 15, 2018, by and between ThinCI, Inc. and Dmitry Zakharchenko | 8-K | 10.18 | 1/17/2025 |
| 10.19 | Amendment to Offer Letter, dated as of February 22, 2022, by and between ThinCI, Inc. and Dmitry Zakharchenko. | 8-K | 10.19 | 1/17/2025 |
| 10.20 | Offer Letter, dated as of July 4, 2018, by and between ThinCI, Inc. and Santiago Fernandez-Gomez. | 8-K | 10.20 | 1/17/2025 |
| 10.21 | Blaize Holdings, Inc. Non-Employee Director Compensation Program. | 8-K | 10.21 | 1/17/2025 |
| 10.22 | Form of Stock Option Grant Agreement (Contingent Exercise) and Grant Notice under the Blaize, Inc. Amended and Restated 2011 Stock Plan. | 8-K | 10.22 | 1/17/2025 |
| 19.1* | Blaize Holdings, Inc. Insider Trading Policy | |||
| 21.1* | Subsidiaries of the Registrant. | |||
| 24.1* | Power of Attorney (included on signatures page) | |||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32.1#* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 32.2#* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 97.1* | Blaize Holdings, Inc. Policy for Recovery of Erroneously Awarded Compensation | |||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
- Filed herewith.
- Management contract or compensatory plan or arrangement.
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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