Blaize Holdings Inc 美股招股说明书（2025年6月3日版）

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 February13, 2025 (as supplemented or amended from time totime, the “Prospectus”), which forms a part of our Registration Statement on FormS-1(RegistrationNo.333-284365).Capitalized terms used in this This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information containedin our Current Report on Form10-Qfiled with the SEC on May14, 2025, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with theProspectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “BZAI” and “BZAIW,” respectively. OnJune2, 2025, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market LLC were $2.03 per share of Common Stock and Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectusand other risk factors contained in the documents incorporated by reference therein for a discussion of informationthat should 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 of these securities ordetermined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is June3, 2025 Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulationS-Tduring 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, anon-acceleratedfiler, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-2of 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 Section13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2of the Exchange Act). As of May7, 2025, the registrant had 101,683,916 shares of common stock, $0.0001 par value per share, outstanding. Table of Contents TABLE OF CONTENTS PART IFINANCIAL INFORMATION Item 1.Financial Statements (unaudited)Condensed Consolidated Balance Sheets as of March31, 2025 and December31, 2024 (unaudited)Condensed Consolidated Statements of Operations for the three months ended March31, 2025 and 2024 (unaudited)Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March31, 2025 and 2024 (unaudited)Condensed Consolidated Statements of Cash Flows for the three months ended March31, 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 ProceduresPARTII OTHER INFORMATIONItem 1.Legal ProceedingsItem1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSIGNATURES Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form10-Q(this “Quarterly Report”) of Blaize Holdings, Inc. contains certain forward-looking statements within themeaning of Section27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section21E of the Securities Exchange Act of 1934, asamended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statementsconcerning our business strategy, future revenues, market growth, capital requirements, product introductions, expansion plans and the adequacy of ourfunding. Other statements contained in this Annual Report that are not historical facts are also forward-looking statements. We have tried, wherever We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from timeto time, are based on inf