Blaize Holdings Inc美股招股说明书(2025-11-13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 February 13, 2025 (as supplemented oramended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-284365). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in theProspectus. 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 November 13, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunctionwith the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to theextent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Pleasekeep 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 November 12, 2025, the closing prices for our Common Stock and Warrants on the Nasdaq Stock MarketLLC were $2.61 per share of Common Stock and $0.58 per Warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus andother risk factors contained in the documents incorporated by reference therein for a discussion of information that should beconsidered 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 representation tothe contrary is a criminal offense. The date of this prospectus supplement is November 13, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q (Mark One) (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 Act of1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to 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 Rule 405 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, oran 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☒ 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 November 6, 2025, the registrant had 110,988,152 shares of common stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS Item 1.Financial Statements (unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Stockholders’ Equity (Deficit)Condensed Consolidated Statements of Cash FlowsNotes to the Condensed Consolidated Financial StatementsItem 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 ProceedingsItem 1A.Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationExhibits SIGNATURES This Quarterly Report on Form 10-Q (this “Quarterly Report”) of Blaize Holdings, Inc. (“Blaize,” “we,” “our,” or “us,”)contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-lookingstatements relate to future events or f