Blaize Holdings Inc美股招股说明书(2026-05-15版)

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 or amended fromtime 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 specified in 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 May 14, 2026, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus 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 May 13, 2026, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market LLC were $1.68per share of Common Stock and $0.36 per Warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and otherrisk 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 of thesesecurities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to thecontrary is a criminal offense. The date of this prospectus supplement is May 14, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549————————————————————————— FORM 10-Q————————————————————————— (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______Commission file number 001-41139————————————————————————— Blaize Holdings, Inc.(Exact name of registrant as specified in its charter) ————————————————————————— 86-2708752 Delaware (I.R.S. Employer Identification No.) 4659 Golden Foothill Parkway, Suite 206El Dorado Hills, CA (Address of Principal Executive Offices) (916) 347-0050Registrant’s telephone number, including area code 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 suchfiling 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 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. 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 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 Act).YesNo☒ As of May14, 2026, there were 142,299,461 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.————————————————————————————————————————————— TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking StatementsiiImportant Information Regarding Our Disclosure to Investorsiii PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations and Comprehensive Loss2Condensed Consolidated Statements of Changes in Stockholders’ Equity3Condensed Consolidated Statements of Cash Flows4Notes to Condensed