Blaize Holdings, Inc.

As filed with the Securities and Exchange Commission on July 1

, 2025

Registration

No

. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Blaize Holdings, Inc.

(Exact name of registrant as specified in its charter)

4659 Golden Foothill Parkway, Suite 206 El Dorado Hills, CA 95762

(916)

347-0050

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Harminder Sehmi

Chief Financial Officer

4659 Golden Foothill Parkway, Suite 206

El Dorado Hills, CA 95762

(916)347-0050

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan J. Maierson

Ryan J. Lynch

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, TX 77002

(713) 546-5400

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective

date

of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act.

☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated July 17, 2025.

PRELIMINARY PROSPECTUS

Blaize Holdings, Inc.

20,326,158 Shares of Common Stock by the Selling Stockholder

769,231 Shares of Common Stock by Cantor Fitzgerald

This prospectus relates to the offer and sale of up to 20,326,158 shares of our Common Stock, par value $0.0001 per share (“the Common Stock”), by B. Riley Principal Capital II, LLC, whom we refer to in this prospectus as “B. Riley Principal Capital II” or the “Selling Stockholder.”

The shares of Common Stock to which this prospectus relates have been or may be issued by us to B. Riley Principal Capital II pursuant to a common stock purchase agreement, dated as of July 14, 2025, we entered into with B. Riley Principal Capital II, which we refer to in this prospectus as the Purchase Agreement. Such shares of Common Stock include up to 20,326,158 shares of Common Stock, consisting of (i) up to 20,242,805 shares of Common Stock (the “Purchase Shares”) that we may, in our sole discretion, elect to sell to B. Riley Principal Capital II, from time to time over a period of up to 36 months from and after the Commencement Date (defined below) pursuant to the Purchase Agreement and (ii) 83,353 shares of Common Stock (the “Commitment Shares” and, together with the Purchase Shares, “BRPC Shares”) we issued to B. Riley Principal Capital II, together with our cash payment of $200,000 to B. Riley Principal Capital II, upon our execution of the Purchase Agreement on July 14, 2025, as consideration for its commitment to purchase shares of our Common Stock that we may, in our sole discretion, direct B. Riley Principal Capital II to purchase from us pursuant to the Purchase Agreement. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the Selling Stockholder. However, we may receive up to $50,000,000 aggregate gross proceeds under the Purchase Agreement from sales of Common Stock we may elect to make to B. Riley Principal Capital II pursuant to the Purchase Agreement after the date of this prospectus. See “The Committed Equity Facility” for a description of the Purchase Agreement and “Selling Securityholders – Selling Stockholder” for additional information regarding B. Riley Principal Capital II.

B. Riley Principal Capital II may sell or otherwise dispose of BRPC Shares described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest) – Offer and Resale of Common Stock by the Selling Stockholder” for more information about how B. Riley Principal Capital II may sell or otherwise dispose of BRPC Shares pursuant to this prospectus. B. Riley Principal Capital II is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act.

This prospectus also relates in part to the offer and sale of up to 769,231 shares of our Common Stock by Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) (including its donees, pledgees, transferees and other successors-in-interest). References herein to the “Selling Securityholders” are to B. Riley Principal Capital II and Cantor Fitzgerald, collectively.

On April 11, 2025, we entered into an Engagement Letter with Cantor Fitzgerald (the “Engagement Letter”), pursuant to which, among other things, we agreed to issue 769,231 shares of our Common Stock in consideration of Cantor Fitzgerald entering into the Engagement Letter.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by Cantor Fitzgerald. See “Selling Securityholders – Cantor Fitzgerald” for additional information regarding Cantor Fitzgerald.

Cantor Fitzgerald may sell or otherwise dispose of the Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest) – Offer and Resale of Common Stock by Cantor Fitzgerald” for more information about how Cantor Fitzgerald may sell or otherwise dispose of the shares of Common Stock acquired pursuant to the Engagement Letter.

For the avoidance of doubt, B. Riley Principal Capital II is not involved in the offer and sale of the Common Stock by Cantor Fitzgerald, and is not an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act with respect to such offering.

We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates by the Selling Securityholders, including legal and accounting fees. See “Plan of Distribution (Conflict of Interest) – Offer and Resale of Common Stock by the Selling Stockholder” beginning on page 132.

Our Common Stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “BZAI.” On July 14, 2025, the closing price of our Common Stock was $2.91 per share.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and public reporting requirements. See “Prospectus Summary – Implications of Being an Emerging Growth Company.”

Our business and investment in our securities involve significant risks. These risks are described in the section titled “Risk Factors” beginning on page 12 of this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 17, 2025