Blaize Holdings Inc美股招股说明书(2025-08-19版)

Blaize Holdings, Inc. 20,326,158 Shares of Common Stock by the Selling Stockholder769,231 Shares of Common Stock by Cantor This prospectus supplement updates, amends and supplements the prospectus dated August 7, 2025 (as supplemented oramended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No.333-288742). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specifiedin the Prospectus. This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus withinformation contained in our Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read inconjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto,except to the extent that the information in this prospectus supplement updates or supersedes the information contained in theProspectus. Please keep this prospectus supplement with your Prospectus for future reference. Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “BZAI” and“BZAIW,” respectively. On August 18, 2025, the closing prices for our Common Stock and Warrants on the Nasdaq Stock MarketLLC were $3.52 per share of Common Stock and $0.53 per Warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 of the Prospectusand other risk factors contained in the documents incorporated by reference therein for a discussion of information thatshould be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representationto the contrary is a criminal offense. UNITED STATESSECURITIES AND EXCHANGE COMMISSION ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Blaize Holdings, Inc.(Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ As of August 6, 2025, the registrant had 102,620,190 shares of common stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS Item 1.Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 (unaudited)CondensedConsolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited)CondensedConsolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2025 and2024(unaudited)CondensedConsolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024(unaudited)Notes to the Condensed Consolidated Financial Statements (unaudited)Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART IIOTHER INFORMATION Legal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther Inform