Blaize Holdings Inc美股招股说明书(2025-04-18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 supplement updates, amends and supplements the prospectus dated February13, 2025 (as supplemented or amended from time totime, the “Prospectus”), which forms a part of our Registration Statement on FormS-1(RegistrationNo.333-284365). Capitalized terms used in thisprospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information containedin our Current Report on Form8-K/Afiled with the SEC on April15, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with theProspectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information inthis prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with yourProspectus for future reference. Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “BZAI” and “BZAIW,” respectively. OnApril15, 2025, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market LLC were $3.07 per share of Common Stock and$0.29 per Warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and other risk factorscontained in the documents incorporated by reference therein for a discussion of information that should be considered in connection with aninvestment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April14, 2025 (January 13, 2025) Blaize Holdings, Inc.(Exact name of registrant as specified in its charter) 86-2708752(IRS EmployerIdentification No.) 001-41139(CommissionFile Number) 4659 Golden Foothill Parkway, Suite 206El Dorado Hills, California(Address of principal executive offices) 95762(Zip Code) (916)347-0050Registrant’s telephone number, including area code Check the appropriate box below if the Form8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule14a-12under the Exchange Act (17 CFR240.14a-12)☐Pre-commencementcommunications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR240.14d-2(b))☐Pre-commencementcommunications pursuant to Rule13e-4(c)under the Exchange Act (17 CFR240.13e-4(c)) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule12b-2of the Securities Exchange Act of 1934(§240.12b-2of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ INTRODUCTORY NOTE This Amendment No.2 to the Current Report onForm8-K/Aisbeing filed with the Securities and Exchange Commission (“SEC”) to amend theCurrent Report filed by Blaize Holdings, Inc. (the “Company”) on January17, 2025 (as amended on February7, 2025, the“Existing8-K”). The Company is filing this Amendment No.2 to theExisting8-Ktoinclude: (a)the audited consolidated financial statements of Blaize, Inc. (“Blaize”), as of and for the years ended December31, 2024 and 2023 asExhibit 99.1;(b)the unaudited pro forma condensed combined financial information of the Company and Blaize as of and for the year ended December31,2024 as Exhibit 99.2; and(c)the Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Blaize as of and for the years endedDecember31, 2024 and 2023 as Exhibit 99.3. This Amendment No.2 does not amend any other item of theExisting8-Korpurport to provide an update or a discussion of any developments at theCompany or its subsidiaries subsequent to the filing date of theExisting8-K.TheExisting8-Kremainsunchanged. Item 9.01.Financial Statements and Exhibits. (a)Financial Statements of Businesses Acquired. The aud