Blaize Holdings Inc.

05/14/2026 | Press release | Distributed by Public on 05/14/2026 14:39

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report on Form 10-K") and unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2026 and 2025, together with related notes thereto. Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to "the Company" "Blaize," "us," "our," "ours," or "we" refer to Blaize Holdings, Inc. Certain terms are defined in our Annual Report on Form 10-K.
Overview
We provide purpose-built, transformative AI-enabled edge computing solutions comprised of both our proprietary hardware and software, and complementary third-party hardware solutions, as further described below. Our computing solutions are designed for efficient processing of AI inference workloads across edge and data center environments. Our architecture supports AI workloads where latency, power efficiency, and cost efficiency are important considerations. Our systems can process data locally at the edge or within data center infrastructure, depending on deployment requirements. Local processing can reduce bandwidth usage and support latency-sensitive applications requiring real-time decision making.
In addition to our internally developed products, we also deliver third-party hardware solutions that complement and enhance our core offerings. By integrating certain third-party hardware components, we believe that we are able to provide customers with comprehensive and flexible computing solutions tailored to their specific needs. These third-party hardware solutions typically are substantially comprised of servers, which are selected to ensure optimal compatibility and performance with our products and our AI-enabled platforms.
Our portfolio includes highly efficient, programmable AI processors in a broad range of form factors, deployable across several verticals, including smart city, defense, retail and enterprise markets. Our accelerated AI computing platforms enable applications such as computer vision, advanced video analytics, and AI inference, and our software tools allow non-expert practitioners to deploy existing and novel AI applications on our hardware without the need to learn or use source code.
Recent Developments in Our Business
On May 5, 2026, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Northland Securities, Inc., as representative of the several underwriters named therein (the "Underwriters"), relating to the May 6, 2026 issuance and sale (the "Offering") of 18,918,918 shares (the "Base Shares") of the Company's common stock to the public at a price of $1.85 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 2,837,837 additional shares of common stock (the "Option Shares" and, together with the Base Shares, the "Shares") at the public offering price. The net proceeds to the Company from the Offering for the Base Shares were approximately $32.8 million after deducting underwriting discounts and offering expenses paid by the Company. If the Option Shares are fully exercised, the Company would receive aggregate gross proceeds of approximately $40.25 million, before deducting underwriting discounts and other offering expenses.
On May 5, 2026, the Company entered into Amendment No. 1 to Common Stock Purchase Warrants with the holders of the Polar warrants, amending the outstanding Polar warrants to adjust the exercise price from $5.00 per share to $3.00 per share.
Key Business Metrics
Pipeline
We have identified potential future business opportunities that we believe could accelerate our growth through near-term customer implementations. Although we have no contractual arrangement(s) with respect to such pipeline and we cannot predict with certainty any future contractual arrangement(s), the pipeline contains target accounts and opportunities that have been identified as potential customers for our products and services. We classify certain key metrics related to our pipeline into the following categories: proof of concept stage, partners, and design wins.
Proof of Concept Stage
A proof-of-concept stage ("POC") represents that a proposal for a proof of concept has either been initiated or is in progress with a potential customer or partner. We utilize POCs to demonstrate our technology's value proposition along with its tailored use scenarios and satisfaction of customer and/or partner requirements. As of March 31, 2026, 25 POCs were initiated or in progress with a potential customer.
Partners
A partner ("Partner") consists of either an independent software vendor or independent hardware vendor with whom we are working to integrate our products and services into the vendor's offerings for their customers. Such vendors may include original equipment manufacturers ("OEMs"), original design manufacturers, system integrators, or hardware resellers or distributors, among others. As of March 31, 2026, we had a total of 30 Partners.
Design Wins
A design win ("Design Win") represents that a Partner or a customer has selected our products and/or services to be incorporated into a product that it intends to produce or consume, as applicable, and has confirmed that our offerings integrate into such product accordingly. As of March 31, 2026, 20 Design Wins had been confirmed with a Partner or customer.
Results of Operations
Revenue
We currently derive revenue through a combination of:
•Hardware revenue - encompasses the sale of our semiconductor products and/or third-party hardware products which support our semiconductor products through various supply agreements.
•Software revenue - encompasses the sale of our applications and other software products through various licensing agreements.
•Strategic consulting services revenue - providing customized design services to our customers, tailored to their specific requirements.
The following table sets forth our revenue for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, Change
(Amounts in thousands, except for percentages) 2026 2025 $ %
Total revenue $ 2,738 $ 1,007 $ 1,731 171.9 %
For the three months ended March 31, 2026, revenue increased to $2.7 million compared to $1.0 million for the three months ended March 31, 2025. The increase was primarily due to hardware sales under the Sales Partner Referral Agreement (the "Referral Agreement") with a related party, inclusive of sales commissions of $0.3 million.
The following table sets forth our revenue by the geographical location of our customers for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, Change
(Amounts in thousands, except for percentages) 2026 2025 $ %
United States $ 2,597 $ - $ 2,597 *
China - 960 (960) *
Other 141 47 94 *
Total revenue $ 2,738 $ 1,007
*Percentage change is not meaningful.
Since our revenue is concentrated among a small number of customers, revenue from any one significant customer may significantly change the geographical mix of our revenue.
The following table sets forth a summary of the Company's revenue concentration by customer for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
(Amounts in thousands, except for percentages) 2026 % 2025 %
Customer A (1)
$ 2,597 94.9% $ - -%
Customer B - -% 960 95.3%
Others (2)
141 5.1% 47 4.7%
Total revenue $ 2,738 $ 1,007
(1) Customer A is a related party.
(2) Each of the customers within "Others" comprised less than 10% of revenue each.
Costs and Expenses
Cost of Revenue
Cost of revenue is currently primarily comprised of the cost of purchase of hardware from third parties (servers into which our graph streaming processor ("GSP") products can be placed and can otherwise enhance our branded products), and also includes Blaize-designed semiconductors purchased from foundries and various edge form factors supplied to us by contract manufacturers as well as indirect costs such as inventory carrying costs and inventory valuation reserves. In addition, cost of revenue includes direct labor costs associated with the servicing of our strategic consulting services revenue contracts. There is no depreciation allocable to cost of revenue; however, if such depreciation expense were to be incurred, it would be allocated to cost of revenue.
Research and Development
Research and development ("R&D") expense primarily consists of personnel costs for our research and development activities. R&D expense includes costs associated with the design and development of our application-specific integrated circuit and intellectual property ("IP") solutions, such as third-party foundry costs, third party computer-aided tools and software licenses, third party IP licenses, and reference design development.
Selling, General and Administrative
Selling, general and administrative ("SG&A") expense primarily consists of personnel-related expenses for our sales and marketing teams, finance, human resources, information technology, and legal organizations. These expenses also include non-personnel costs, such as legal, audit, accounting services, advertising expenses, other professional fees as well as certain tax, corporate software licenses, and insurance-related expenses.
Depreciation
Depreciation consists of ordinary depreciation on long-lived assets such as computer equipment, furniture and fixtures, leasehold improvements, and office equipment and is generally not material to us.
Transaction Costs
Transaction costs consisted of direct incremental legal, consulting, and banking fees related to the consummation of the transactions (the "Merger") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024), with BurTech Acquisition Corp. ("BurTech"), BurTech Merger Sub, Inc. ("Merger Sub"), Blaize, Inc. ("Legacy Blaize"), and for the limited purposes set forth therein, Burkhan Capital LLC ("Burkhan"), a Delaware limited liability company and an affiliate of BurTech, which was completed in the first quarter of 2025. No additional costs relating to the Merger are expected to be incurred.
Detail of Costs and Expenses
The following table sets forth our costs and expenses, as described above, for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, Change
(Amounts in thousands, except for percentages) 2026 2025 $ %
Cost of revenue $ 1,162 $ 327 $ 835 255.4 %
Operating expenses:
Research and development 9,675 13,118 (3,443) (26.2) %
Selling, general and administrative 15,069 13,108 1,961 15.0 %
Selling, general and administrative - related party 34 241 (207) *
Depreciation 186 191 (5) (2.6) %
Transaction costs - 12,043 (12,043) *
Total operating expenses $ 24,964 $ 38,701
*Percentage change is not meaningful.
Cost of Revenue
For the three months ended March 31, 2026, cost of revenue increased by $0.8 million to $1.2 million, compared to $0.3 million for the three months ended March 31, 2025. The increase in cost of revenue is commensurate with the increase in sales for the period.
R&D
For the three months ended March 31, 2026, research and development expense decreased by $3.4 million, or 26.2%, to $9.7 million, compared to $13.1 million for the three months ended March 31, 2025. The decrease was primarily due to a $2.1 million decrease in stock-based compensation expense allocated to employees within this department, as well as a general reduction in development activities related to our next generation chip.
SG&A
For the three months ended March 31, 2026, selling, general and administrative expense increased by $2.0 million, or 15.0%, to $15.1 million, compared to $13.1 million for the three months ended March 31, 2025. The increase was primarily due to an increase in our provision for expected credit losses during the three months ended March 31, 2026.
Selling, general and administrative - related party expenses for the three months ended March 31, 2026 were comprised solely of payroll expenses for an individual related to one of our executive officers. During the three months ended March 31, 2025, selling, general and administrative - related party expenses included payroll expenses for the individual as well as advertising expenses incurred with a company owned by a relative of a shareholder and member of the Company's Board of Directors.
Other Expense, net
The following table sets forth the details of our total other expense, net, for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, Change
(Amounts in thousands, except for percentages) 2026 2025 $ %
Change in fair value of Legacy Blaize convertible notes and warrants $ - $ (226,048) $ 226,048 *
Change in fair value of other earnout shares 558 116,518 (115,960) (99.5) %
Change in fair value of Polar warrants 469 - 469 *
Other, net (193) (48) (145) 302.1 %
Total other income (expense), net $ 834 $ (109,578)
*Percentage change is not meaningful.
Our "total other expense, net" for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was driven by the fair value changes in the different financial instruments in place during each period. In the first quarter of 2025, as a result of the Merger, the Legacy Blaize convertible notes and warrants were all converted into shares of our common stock. These instruments were, therefore, not outstanding in 2026. "Other, net" includes interest income, interest expense, fines and penalties (and the reversal of the same) regarding non-income tax based tax positions and foreign exchange gains and losses.
Non-GAAP Measures
In addition to financial measures presented in accordance with accounting principles generally accepted in the U.S. ("GAAP"), we report certain key financial measures that are not required by, or presented in accordance with, GAAP. Non-GAAP financial information is presented for supplemental informational purposes only, should not be considered in isolation of, or as a substitute for or superior to, financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. Accordingly, you are cautioned not to place undue reliance on this information. We believe that along with our GAAP financial information, our non-GAAP financial information when taken collectively and evaluated appropriately, is helpful to investors in assessing our operating performance.
In conjunction with net loss calculated in accordance with GAAP, we also use EBITDA and Adjusted EBITDA, as defined below, to evaluate our ongoing operations and for internal planning and forecasting purposes.
EBITDA and Adjusted EBITDA
EBITDA is defined as "Earnings before interest, income taxes, depreciation, and amortization". Adjusted EBITDA is defined as EBITDA further adjusted for non-cash items such as stock-based compensation, changes in fair value, and operational income and expenses that are not expected to be ongoing, as discussed below in the footnote to "other adjustments".
The following table sets forth a reconciliation of net loss to EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, Change
(Amounts in thousands, except for percentages) 2026 2025 $ %
Net loss $ (22,653) $ (147,761) $ 125,108 (84.7) %
Depreciation 186 191 (5) (2.6) %
Provision for income taxes 99 162 (63) (38.9) %
Interest income, net (179) (399) 220 (55.1) %
EBITDA (22,547) (147,807) 125,260 (84.7) %
Stock-based compensation 8,948 11,040 (2,092) (18.9) %
Fair value changes and financing charges (1,027) 109,530 (110,557) *
Transaction costs - 12,043 (12,043) *
Non-cash inventory cost realignment adjustments 106 (625) 731 *
Other adjustments (1)
594 439 155 35.3 %
Adjusted EBITDA $ (13,926) $ (15,380) $ 1,454 (9.5) %
*Percentage change is not meaningful.
(1) "Other adjustments" includes, but is not limited to, other non-cash expenses, including foreign exchange gains and losses, and income and expenses that are not expected to be ongoing, including litigation expenses, financing advisory fees, and fines and penalties (or the recoveries and reversals of such). We believe that these items are not reflective of our ongoing operating performance and excluding these items provides a more meaningful comparison of our results of operations over comparative periods.
Liquidity and Capital Resources
Our primary sources of cash flows have historically been from financing activities. We expect our primary sources of liquidity to continue to be cash flows from financing activities, as our expenses continue to exceed our revenues, and therefore, we cannot satisfy our cash needs through operations. We intend to raise such capital through issuances of additional equity and/or debt. As discussed below, our liquidity condition raises substantial doubt about our ability to continue as a going concern through a year from the issuance date of our unaudited condensed consolidated financial statements, as we cannot expect that the sources of financing currently available to us will be sufficient to fund our ongoing cash requirements for at least the next twelve months and/or into the foreseeable future.
Going Concern
As described in Item 1 - "Financial Statements," in Note 2 - "Liquidity and Going Concern," our condensed consolidated financial statements accompanying this Quarterly Report on Form 10-Q have been prepared on a "going concern" basis, which assumes that we will be able to meet our obligations and continue our operations for the foreseeable future. Our condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.
Our ability to continue to meet our obligations, to achieve our business objectives and continue as a going concern is dependent upon several factors, including our revenue growth rate, the timing and extent of spending to support further sales and marketing initiatives, as well as our research and development efforts. In order to continue to finance our operations, we will need to raise additional financing, if such financing is available at all.
As a result of the above considerations, we have determined that our liquidity condition raises substantial doubt about our ability to continue as a going concern through a year from the date of issuance of our unaudited condensed consolidated financial statements.
Issuance of Common Stock During the Current Year
The table below sets forth a description of our issuance of common stock as of May 14, 2026:
Common stock outstanding as of December 31, 2025 122,043,966
Release of restricted stock units 653,589
Exercise of stock options 49,202
Common stock outstanding as of March 31, 2026 122,746,757
Release of restricted stock units 2,500
Exercise of stock options 631,286
Shares issued on May 5, 2026 (1)
18,918,918
Common stock outstanding as of May 14, 2026
142,299,461
(1) On May 5, 2026, pursuant to the Underwriting Agreement, we sold and issued 18,918,918 shares of common stock.
Future Commitments to Issue Shares of Our Common Stock
The table below sets forth a description of our future commitments to issue common stock as of May 14, 2026:
Stock options (1)
28,697,076
RSUs (1)
9,359,499
Employee stock purchase plan shares available for future purchase (1)
3,047,669
Earnout shares (2)
17,600,000
BZAI warrants (3)
29,648,250
Warrants issued to an advisor (3)
50,000
Polar warrants (4)
9,375,000
"Greenshoe" option shares (5)
2,837,837
Issuable under Sales Partner Referral Agreement (6)
*
Issuable under Committed Equity Facility (7)
*
Total potential commitments to issue common stock 100,615,331
* Variable number of shares not determinable as of May 14, 2026.
(1) As of March 31, 2026, we had commitments to issue 28,697,076 shares of common stock to employees and others under stock option awards, and an additional 9,359,499 shares of our common stock under employee and other RSU awards. These commitments did not differ materially as of May 14, 2026, as we did not issue additional such awards during the time period between March 31, 2026 and May 14, 2026, although forfeitures from terminated employees and option exercises may decrease these commitments by immaterial amounts. We have further reserved 3,047,669 shares of our common stock under an employee stock purchase plan, which has not yet commenced.
(2) We have commitments in respect of the Earnout Shares to issue up to 15,000,000 shares of our common stock, primarily to Legacy Blaize shareholders and also to then-outstanding Legacy Blaize employee equity award holders, and 2,600,000 shares of our common stock to Burkhan, subject to our share price achieving certain thresholds over a period of time (collectively, the "Earnout Shares"). These Earnout Shares are dependent upon, among other things, changes in the closing share price of our common stock, the expected timing of settlement, and the probability of achieving certain triggering events.
(3) We have a total of 29,648,250 warrants to purchase shares of our common stock outstanding, exercisable at $11.50 per share (the "BZAI warrants"), which expire on January 13, 2030. Additionally, shortly after the Merger, we issued, to an advisor, 50,000 warrants to purchase shares of our common stock outstanding, exercisable at $11.50 per share, which expire in the first quarter of 2030.
(4) On May 5, 2026, we amended the outstanding Polar warrants to adjust the exercise price from $5.00 per share to $3.00 per share.
(5) On May 5, 2026, pursuant to the Underwriting Agreement, as part of our offering of common stock on that date, we granted the Underwriters a 30-day option to purchase up to 2,837,837 additional shares of common stock, commonly referred to as a "greenshoe" option. The greenshoe option expires on June 5, 2026.
(6) We have a Sales Partner Referral Agreement with Burkhan LLC (the "Sales Partner"), an affiliate of BurTech LP, LLC, that allows partially for shares of our common stock to be issued to that affiliate in respect of a sales commission, at our discretion. Cash or shares of stock for commission payments are to be released upon our receipt of cash on the sales made under the Sales Partner Referral Agreement. During the year ended December 31, 2025, sales were made to an affiliate of the Sales Partner, but no payments were made on amounts due to us, and therefore, no cash or shares of stock relating to the sales commission were released during the year ended December 31, 2025. During the three months ended March 31, 2026, we made additional sales under this agreement, and also received payment in full (in respect of all sales made under this agreement during 2025 and through March 31, 2026) from the Sales Partner and then paid the sales commission in cash, although future sales commissions may be partially payable in shares of our common stock at our discretion.
(7) The remaining number of shares that we may sell under the Committed Equity Facility varies in relation to our stock price. Approximately $15.5 million remains available to draw on the Committed Equity Facility upon the expiration of the 60-day lockup agreement entered into with the underwriters of the equity raise finalized on May 6, 2026, or unless the price per share of our common stock is equal to or exceeds $2.78, as 150% of the price to the public in the equity raise during the 60-day period.
Cash Flows for the Three Months Ended March 31, 2026 and 2025
Cash Flows used in Operating Activities
Net cash used in operating activities was $12.6 million for the three months ended March 31, 2026, compared to $15.9 million for the three months ended March 31, 2025. The decrease in cash used in operating activities was primarily due to a decrease of $125.1 million in net loss, which included a decrease in adjustments to reconcile net loss to net cash used in operating expenses of $111.0 million resulting from less volatility in fair value measurements during the current period, and an increase in changes in operating assets and liabilities of $10.8 million largely arising from payment of accrued trade payables.
Cash Flows used in Investing Activities
For the three months ended March 31, 2026 and 2025, we used $0.1 million and $0.7 million, respectively, of cash to purchase property and equipment.
Cash Flows provided by Financing Activities
For the three months ended March 31, 2026, net cash provided by financing activities was $0.1 million, which consisted of proceeds from the exercise of stock options. During the three months ended March 31, 2025, net cash provided by financing activities consisted of $15.9 million of proceeds from the Merger and PIPE financing, partially offset by the $4.5 million payment of deferred offering costs.
Material Cash Requirements, Cash Collections, and Cash Availability
Material cash requirements as of March 31, 2026 included normal course of business near-term general corporate expenses accrued in accounts payable and accrued expenses, such as consulting fees and employee payroll.
During the fourth quarter of 2025, we sold certain hardware in the amount of $23.8 million, and at the same time, purchased hardware from a third-party vendor in order to fulfill that sales contract, recording the trade account payable with the remaining balance as of March 31, 2026 referred to, above. Through May 14, 2026, we have received payments of $16.9 million from our customer, and we paid our vendor in full. The remaining receivable of $6.8 million is due from our customer as of May 14, 2026.
As of March 31, 2026, we had cash and cash equivalents on hand of $33.2 million. Additionally, approximately $15.5 million remains available to draw on the Committed Equity Facility upon the expiration of the 60-day lockup agreement entered into with the underwriters of the equity raise finalized on May 6, 2026, or unless the price per share of our common stock is equal to or exceeds $2.78, as 150% of the price to the public in the equity raise during the 60-day period.
Emerging Growth Company and Smaller Reporting Company Status
Refer to Part II, Item 7, "Emerging Growth Company and Smaller Reporting Company Status" of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our Emerging Growth Company and Smaller Reporting Company Statuses during the three months ended March 31, 2026.
Critical Accounting Estimates
Refer to Part II, Item 7, "Critical Accounting Estimates" of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our Critical Accounting Policies and Estimates during the three months ended March 31, 2026.
Blaize Holdings Inc. published this content on May 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 14, 2026 at 20:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]