Blaize Holdings Inc美股招股说明书(2025-02-14版)

Blaize Holdings, Inc. 89,550,141 Shares of Common Stock898,250 Warrants to Purchase Shares of Common Stock29,698,250 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to (i) the resale of 54,536,826 shares of our common stock, $0.0001 par value per share (“Common Stock”), issued inconnection with the Business Combination (as defined below), by certain of the selling securityholders named in this prospectus (each a “SellingShareholder” and, collectively, the “Selling Securityholders”), (ii) the resale of 1,540,300 shares of Common Stock issued in the PIPE Investment(as defined below) by certain of the Selling Securityholders, (iii) the resale of 750,000 shares of Common Stock issued in connection with theSponsor Note (as defined below) by certain of the Selling Securityholders, (iv) the issuance by us and resale of 28,049,416 shares of commonstock reserved for issuance upon the exercise of options to purchase common stock, (v) the issuance by us and resale of 3,630,400 shares ofcommon stock reserved for issuance upon the settlement of restricted stock units, (vi) the resale of up to 898,250 shares of Common Stock thatare issuable upon the exercise of the Private Placement Warrants (as defined below) (which were originally issued at a price of $1.00 perWarrant) at an exercise price of $11.50 per share by certain of the selling securityholders named in this prospectus, (vii) the resale of94,949 shares of Common Stock issued to certain capital markets advisors as deferred compensation in satisfaction of transaction fees for actingas a financial advisor by certain of the Selling Securityholders and (viii) the resale of up to 50,000 shares of Common Stock that are issuable uponthe exercise of the CH Warrant (as defined below) at an exercise price of $11.50 per share by a certain selling securityholder named in thisprospectus. This prospectus also relates to the issuance by us of an aggregate of up to 29,698,250 shares of our Common Stock, which consists of (i) up to898,250 shares of Common Stock that are issuable upon the exercise of 898,250 warrants (the “Private Placement Warrants”) originally issued ina private placement in connection with the initial public offering of BurTech Acquisition Corp., a Delaware corporation (“BurTech”), by theholders thereof, (ii) up to 28,750,000 shares of Common Stock that are issuable upon the exercise of 28,750,000 warrants (the “Public Warrants”and, together with the Private Placement Warrants, the “Warrants”) originally issued in the initial public offering of BurTech (the “BurTechIPO”), by the holders thereof and (iii) up to 50,000 shares of Common Stock that are issuable upon the exercise of the CH Warrant at an exerciseprice of $11.50 per share by the holder thereof. On January 13, 2025, we consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of December 22,2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024), with BurTech Merger Sub, Inc., a direct, wholly ownedsubsidiary of BurTech (“Merger Sub”), Blaize, Inc. (“Legacy Blaize”), and for the limited purposes set forth therein, Burkhan Capital LLC, aDelaware limited liability company and affiliate of BurTech (“Burkhan”). As contemplated by the Merger Agreement, Merger Sub merged withand into Legacy Blaize (the “Merger”), the separate corporate existence of Merger Sub ceased and Legacy Blaize survived as a wholly ownedsubsidiary of BurTech (collectively, the “Business Combination”). Following the closing of the Business Combination, BurTech changed itsname from BurTech Acquisition Corp. to Blaize Holdings, Inc. (“Blaize”). The Selling Securityholders can sell, under this prospectus, up to (a) 89,550,141 shares of Common Stock constituting approximately 88.12% ofour issued and outstanding shares of Common Stock and approximately 170.55% of our issued and outstanding shares of Common Stock held bynon-affiliates and (b) 898,250 Warrants constituting approximately 3.03% of our issued and outstanding Warrants. Sales of a substantial numberof our shares of Common Stock and/or Warrants in the public market by the Selling Securityholders and/or by our other existing securityholders,or the perception that those sales might occur, could depress the market price of our shares of Common Stock and Warrants and could impair ourability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on theprevailing market price of our shares of Common Stock and Warrants. The sale of all the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities.Despite such a decline in the public trading price, some of the Selling Securityholders may still experience a positive rate of return on thesecurities they purchased due to the differences in the purchase prices described above. Based on the closing price of o