Blaize Holdings Inc美股招股说明书(2025-12-18版)

18,750,000 Shares ofCommon Stock This prospectus relates to the resale by the selling stakeholders identified in this prospectus of up to 18,750,000shares of our commonstock, par value $0.0001 per share (the “Common Stock”), including 9,375,000 shares of Common Stock currently outstanding and9,375,000 shares of Common Stock issuable upon the exercise of warrants (the “Warrants”). We are registering the offer and sale of these shares to satisfy certain registration rights we have granted. The selling stockholders maysell the shares described in this prospectus in a number of different ways and at varying prices. We will not receive any of the proceedsfrom such sales. The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by them indisposing of these shares. We will bear all other costs, fees and expenses incurred in effecting the registration of these shares, asdescribed in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus. We provide more informationabout how the selling stockholders may sell their shares in the section titled “Plan of Distribution” appearing elsewhere in thisprospectus. The selling stockholders may sell any, all, or none of the shares of Common Stock and we do not know when or in what amount theselling stockholders may sell their shares hereunder following the effective date of this registration statement. Our Common Stock is traded on the NASDAQ Global Market under the symbol “BZAI.” On December17, 2025, the last quoted saleprice for our Common Stock was $2.07. We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, haveelected to comply with certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussionof the risks of investing in our securities in the section titled “Risk Factors” beginning on page8 of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. Wehave not authorized anyone to provide you with different information. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS Page ABOUT THIS PROSPECTUSiiMARKET AND INDUSTRY DATAiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS8USE OF PROCEEDS40DIVIDEND POLICY41MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS42BUSINESS60MANAGEMENT72BLAIZE’S EXECUTIVE COMPENSATION81BLAIZE’S DIRECTOR COMPENSATION85CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS86PRINCIPAL STOCKHOLDERS91SELLING STOCKHOLDERS94DESCRIPTION OF CAPITAL STOCK95LEGAL MATTERS105EXPERTS106WHERE YOU CAN FIND MORE INFORMATION107INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information containedin any document filed with the Securities and Exchange Commission before the date of this prospectus and incorporated by referencein this prospectus, on the other hand, you should rely on the information in this prospectus. If any statement in a documentincorporated by reference is inconsistent with a statement in another document incorporated by reference having a later date, thestatement in the document having the later date modifies or supersedes the earlier statement. For investors outside the United States: we have not, and the underwriters have not, done anything that would permit this offering, orpossession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the UnitedStates. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe anyrestrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the UnitedStates. ABOUT THIS PROSPECTUS We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms apart that may contain material information relating to this offering. The prospectus supplement or post-effective amendment may alsoadd, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between theinformation in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on theprospectus supplement or post-effective amendment, as applicable. Any statement so modified will be deemed to constitute a part ofthis prospectus only as so modified, and any statement so superseded will be deemed