Blaize Holdings, Inc.

The following tables set forth Blaize’s condensed consolidated statements of operations data for the three and six months ended June 30, 2025 and 2024, respectively, as well as changes between periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

Revenue

We experienced increases in revenue for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods. For the three months ended June 30, 2025, revenue increased 789% to $2.0 million, up from approximately $0.2 million for the three months ended June 30, 2024. The increase was primarily due to an increase of $1.4 million in hardware product sales and an increase of $0.6 million in software revenue partially offset by a decrease of $0.2 million in engineering services revenue due to the conclusion of a development contract with a strategic investor. For the six months ended June 30, 2025, revenue increased 287% to $3.0 million compared to $0.8 million during the six months ended June 30, 2024. The increase was primarily due to an increase of $2.4 million in hardware product sales and an increase of $0.6 million in software revenue, partially offset by a decrease of $0.8 million in engineering services revenue due to the end of the development contract with the strategic investor.

The following table sets forth Blaize’s revenue by customer geographical location:

Costs and Expenses

Cost of revenue

Cost of revenue increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods. For the three months ended June 30, 2025, cost of revenue increased by $0.5 million, or 213%, to $0.8 million, up from $0.3 million in the three months ended June 30, 2024. This increase was mainly due to an increase of $0.6 million in hardware product sales costs due to fulfilling additional sales contracts, partially offset by a small reduction in inventory carrying costs. For the six months ended June 30, 2025, cost of revenue increased by $0.6 million, or 101%, to $1.1 million, up from $0.6 million in the six months ended June 30, 2024. This increase was primarily attributable to an increase of $0.9 million in hardware product sales costs, offset by a $0.4 million reduction in inventory carrying costs. This increase in hardware product sales costs was primarily driven by the additional costs associated with fulfilling new sales contracts.

Research and development

R&D expense increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods. R&D expense was $9.6 million and $22.7 million for the three and six months ended June 30, 2025, respectively, reflecting increases of $3.7 million, or 64%, and $12.8 million, or 128%, compared to the three and six months ended June 30, 2024, respectively. For the three months ended June 30, 2025, the increase was primarily driven by an increase in stock-based compensation of $3.0 million, higher equipment maintenance and software expenses of $0.7 million and software optimization expenses of $0.6 million, partially offset by a $0.9 million reduction in payroll costs. The increase in R&D expense in the six-month period ended June 30, 2025 was primarily driven by an increase in stock-based compensation of $8.8 million, increased equipment maintenance and software expenses of $1.4 million, new chip IP license and design costs of $1.2 million, and $0.7 million for software optimization services.

The increases in R&D expenses described above were primarily for strategic investments in innovation, and we expect the increases in R&D expense to continue as we support the development of our next generation product portfolio.

Selling, general and administrative

SG&A expense significantly increased for both the three and six months ended June 30, 2025, as compared to the equivalent prior year periods. For the three months ended June 30, 2025, SG&A expense increased by $8.0 million, or 160%, compared to the three months ended June 30, 2024. This increase was primarily due to an increase of $4.2 million in stock-based compensation, an increase of $2.0 million in professional services, an increase of $0.7 million in payroll expense, an increase of $0.5 million in marketing and public relations expenses and an increase of $0.6 million in other corporate expenses, including insurance and IT costs. For the six months ended June 30, 2025, SG&A expense increased by $17.4 million, or 193%, reaching $26.3 million, up from $9.0 million for the six months ended June 30, 2024. This increase was primarily due to an increase of $9.1 million in stock-based compensation, an increase of $3.3 million in professional services, an increase of $2.1 million in payroll expense, an increase of $1.3 million in marketing and public relations expenses, and an increase of $1.6 million in other corporate expenses, including insurance and IT costs.

Depreciation and amortization

Depreciation and amortization expense was $0.5 million and $0.6 million for the three and six months ended June 30, 2025, respectively, reflecting increases of $0.3 million, or 148%, and $0.2 million, or 48%, compared to the three and six months ended June 30, 2024, respectively. The increases were primarily due to updating the estimated residual value of some of our assets.

Transaction costs

Transaction costs for the six months ended June 30, 2025 increased by $12.0 million as compared to the six months ended June 30, 2024 as a direct result of the Merger.

Total Other Expense, net

Total other expense, net

Total other expense, net was $7.7 million and $117.2 million for the three and six months ended June 30, 2025, respectively, reflecting increases of $6.8 million, or 764%, and $107.9 million, or 1,157%, compared to the three and six months ended June 30, 2024.

Total other expense, net for the three months ended June 30, 2025 was primarily comprised of expense from the change in the fair value of the earnout shares liability of $7.3 million. For the six months ended June 30, 2025, total other expense, net was primarily comprised of expense from the change in the fair value of the convertible notes and warrant liabilities of $165.7 million and $60.3 million, respectively, along with $0.5 million of other expenses, offset by income from the change in the fair value of the earnout shares liability of $109.3 million.

Total other expense, net for the three months ended June 30, 2024 was primarily comprised of expense from the change in fair value of the convertible notes of $5.9 million, partially offset by income from the change in fair value of the warrant liabilities of $4.9 million. For the six months ended June 30, 2024, total other expense, net was primarily comprised of expense from the change in fair value of the convertible notes of $10.5 million, partially offset by income from the change in fair value of the warrant liabilities of $1.3 million.

Provision for Income Taxes

The provision for income taxes was approximately $0.0 million and $0.2 million for the three and six months ended June 30, 2025, respectively, and our effective tax rate was approximately (0.1)% and (0.1)%, respectively, as compared to approximately $0.1 million and $0.3 million of provision for income taxes, and effective tax rates of approximately (1.1)% and (1.0)%, during the three and six months ended June 30, 2024 respectively. The effective income tax rate was primarily driven by the valuation allowance which is driven by the deferred tax assets arising from capitalized research and experimental expenditures and the net operating losses.

Net Loss

Net loss was approximately $29.6 million and $177.4 million for the three and six months ended June 30, 2025, respectively, compared to a net loss of approximately $12.2 million and $28.9 million for the three and six months ended June 30, 2024, respectively. The increases in net loss for the three months ended June 30, 2025 of $17.4 million comparatively was primarily attributable to an increase in stock based compensation expense of $7.2 million, an increase in professional services of $1.8 million and an increase in the change in fair value of various instruments including convertible notes, warrant liabilities, earnout and unissued shares in the respective periods of $6.6 million. The increase in net loss for the six months ended June 30, 2025 $148.5 million comparatively was primarily attributable to increase in stock based compensation expense of $9.1 million, an increase in professional services of $2.7 million and an increase in the change in fair value of various instruments including convertible notes, warrant liabilities, earnout and unissued shares in the respective periods of $107.9 million.

Non-GAAP Measures

Management utilizes earnings before interest, tax, depreciation and amortization (“EBITDA”) adjusted for irregular or non-recurring items (“Adjusted EBITDA”), which are non-generally accepted accounting principles in the United States (“U.S. GAAP”) financial measures (“non-GAAP measures”), to assess performance and make resource allocation decisions across its segments. We believe these measures are valuable to management, investors and other users of our financial information. EBITDA and Adjusted EBITDA are used to evaluate operating profitability on a more variable cost basis, as these measures exclude depreciation and amortization expenses primarily to capital expenditures and acquisitions from prior periods. This facilitates a more direct comparison of our operating performance relative to competitors. Adjusted EBITDA further assists us in evaluating performance consistently across periods by excluding the impact of certain items that we believe do not directly reflect our core operations and are therefore not considered in measuring ongoing performance. Adjusted EBITDA is defined as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that are excluded from the Company's assessment of ongoing operating performance.

It is management's intent to provide non-GAAP financial information to enhance the understanding of Blaize’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies. All non-GAAP measures presented in this Quarterly Report are reconciled to their closest reported U.S. GAAP measure. Reconciliations of historical adjusted financial measures to corresponding U.S. GAAP measures are provided below.

Adjusted EBITDA

The following reflects our EBITDA and Adjusted EBITDA:

(1)

Includes, but not limited to, legal, accounting and consulting fees incurred in connection with the Merger and the impact of other items management does not believe relate to the core operations of the business (foreign exchange gains and losses, litigation expense, etc.). Management believes these costs are not reflective of our ongoing operating performance and that excluding these costs provides a more meaningful comparison of our performance over periods.

Liquidity and Capital Resources

Blaize’s condensed consolidated financial statements 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.

Since the inception of Blaize and through June 30, 2025, we have funded our operations primarily with cash flows from contributions from founders or other investors and other financing activities. We have incurred recurring losses and negative cash flows since our inception, including net losses of $29.6 million and $177.4 million for the three and six months ended June 30, 2025, respectively and $12.2 million and $28.9 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, we had cash and cash equivalents of approximately $28.6 million, and an accumulated deficit of $606.6 million.

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 finance these opportunities, we will need to raise additional financing. While there can be no assurances, we intend to raise such capital through issuances of additional debt financing and public or private equity offerings or other means. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, 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 that our unaudited condensed consolidated financial statements were available to be issued.

Cash Flows for the Six Months Ended June 30, 2025 and 2024

The following table summarizes our cash flows from operating, investing, and financing activities:

Cash flows used in operating activities

Net cash used in operating activities was $32.4 million during the six months ended June 30, 2025, compared to $21.6 million for the six months ended June 30, 2024. The increase in cash used was primarily due to an increase of $148.5 million in net loss, partially offset by an increase of $125.5 million in non-cash net income adjustments and an increase of $12.1 million in changes in operating assets and liabilities.

Cash flows used in investing activities

For the six months ended June 30, 2025 and 2024, we used $0.7 million and $0.1 million of cash to purchase property and equipment, respectively. The increase was primarily due to the licensing of software.

Cash flows provided by financing activities

For the six months ended June 30, 2025, net cash provided by financing activities was $11.4 million, which primarily consisted of $15.9 million of proceeds from the Merger and PIPE financing, partially offset by the $4.3 million payment of deferred offering costs. Net cash provided by financing activities for the six months ended June 30, 2024 was $105.9 million and primarily consisted of $110.7 million in proceeds from the issuance of secured convertible notes under the 2023 Note Purchase Agreement, partially offset by the payment of demand notes of $4.8 million.

Material Cash Requirements

As of June 30, 2025 and December 31, 2024, we had outstanding purchase orders and contractual obligations totaling $2.0 million and $0.2 million, respectively, to procure inventory. The outstanding inventory purchase orders and preauthorized commitments to procure strategic components based on our expected demand are placed with a server supplier, our primary third-party contract manufacturer, and a semiconductor supplier. We have an obligation to purchase inventories that have been purchased by the contract manufacturer when components have not been consumed within a period defined in the terms of our agreement. While we expect such purchased components to be used in future production of our finished goods, these components are considered in our reserve estimate for excess and obsolete inventory. Furthermore, we accrue for losses on commitments for the future purchase on non-cancelable and non- returnable components from this contract manufacturer at the time that circumstances, such as changes in demand, indicated that the value of the components many not be recoverable, the loss is probable and management has the ability to reasonably estimate the amount of the loss. As of June 30, 2025 and December 31, 2024, the liability balance of our accrued loss on accrued purchase commitments equaled $0.6 million.

Off Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with Blaize is a party, under which it has any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

Currently we do not engage in off-balance sheet financing arrangements.

Emerging Growth Company and Smaller Reporting Company Status

Blaize is an emerging growth company (“EGC”) as defined in the JOBS Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they apply to private companies. We have elected to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, we intend to rely on such exemptions, it is not required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd- Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

Blaize will remain an EGC under the JOBS Act until the earliest of (i) the last day of its first fiscal year following the fifth anniversary of the closing of BurTech’s initial public offering, (ii) the last date of our fiscal year in which it has total annual gross revenue of at least $1.235 billion, (iii) the date on which it is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which it have issued more than $1.0 billion in non- convertible debt securities during the previous three-years.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the applicable periods. We evaluate our estimates, assumptions, and judgments on an ongoing basis. Our estimates, assumptions and judgments are based on historical experience and various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change the results from those reported.

See Note 2 to our condensed consolidated financial statements included in Part 1. Item 1. of this Quarterly Report for a description of the significant accounting policies that we use to prepare our condensed consolidated financial statements.

Recent Accounting Pronouncements

We have considered recently issued accounting pronouncements and are currently evaluating the impact the adoption of such pronouncements will have on our condensed consolidated financial statements.