Blaize Holdings Inc美股招股说明书(2025-08-08版)

20,326,158 Shares of Common Stock by the Selling Stockholder769,231 Shares of Common Stock by Cantor 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 PrincipalCapital 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 purchaseagreement, dated as of July14, 2025, we entered into with B. Riley Principal Capital II, which we refer to in this prospectus as the Purchase Agreement. Such shares ofCommon Stock include up to 20,326,158 shares of Common Stock, consisting of (i)up to 20,242,805shares of Common Stock (the “Purchase Shares”) that we may, inour 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 (definedbelow) pursuant to the Purchase Agreement and (ii)83,353shares of Common Stock (the “Commitment Shares” and, together with the Purchase Shares, “BRPCShares”) 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 PurchaseAgreement on July15, 2025, as consideration for its commitment to purchase shares of our Common Stock that we may, in our sole discretion, direct B. Riley PrincipalCapital 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 fromthe 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 fromsales 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 CommittedEquity Facility” for a description of the Purchase Agreement and “Selling Securityholders – Selling Stockholder” for additional information regarding B. Riley PrincipalCapital 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 ofDistribution (Conflict of Interest)– Offer and Resale of Common Stock by the Selling Stockholder” for more information about how B. Riley Principal Capital II may sellor otherwise dispose of BRPC Shares pursuant to this prospectus. B. Riley Principal Capital II is an “underwriter” within the meaning of Section2(a)(11) of theSecurities 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”) (including its donees,pledgees, transferees and othersuccessors-in-interest).References herein to the “Selling Securityholders” are to B. Riley Principal Capital II and Cantor, collectively. On April11, 2025, we entered into an Engagement Letter with Cantor (the “Engagement Letter”), pursuant to which, among other things, we issued 769,231 shares ofour Common Stock in consideration of Cantor 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. See “SellingSecurityholders – Cantor” for additional information regarding Cantor. Cantor 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” for more information about how Cantor may sell or otherwise dispose of the shares of CommonStock 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, and is not an “underwriter” within themeaning of Section2(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 SellingSecurityholders, 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 131. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject to reduced disclosure and publicreporting 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 Commis