Burtech Acquisition Corp. Warrant

Company Overview

Business Model: Blaize Holdings, Inc. develops purpose-built AI-enabled computing solutions, integrating proprietary hardware and software with complementary third-party hardware. These solutions are designed for efficient processing of AI inference workloads across edge and data center environments, prioritizing latency, power efficiency, and cost efficiency. The company's systems support local data processing at the edge or within data center infrastructure, reducing bandwidth usage and enabling real-time decision-making for latency-sensitive applications. Proprietary hardware includes the Graph Streaming Processor (GSP), an AI computing accelerator designed for compute-intensive data parallel workloads like computer vision, machine learning, and AI applications, offered in various compute card form factors. The software suite includes a software development kit and Blaize AI Studio, a visual no-code/low-code environment for AI model creation and deployment. In 2025, all revenue was from hardware and software product sales, while 2024 revenue was primarily from strategic consulting services. Going forward, Blaize Holdings, Inc. expects revenue from third-party solutions, proprietary hardware and software, and strategic consulting services.

Market Position: Blaize Holdings, Inc. operates in the intensely competitive semiconductor and edge computing sectors, characterized by rapid technological advancements, short product lifecycles, and price erosion. The company's scalable and programmable architecture targets a broad range of markets and applications, including smart city, defense, retail, and enterprise. Its accelerated AI computing platforms enable applications such as computer vision and advanced video analytics. While Blaize Holdings, Inc. aims to offer a compelling Total Cost of Ownership (TCO) advantage, it faces significant competition from well-established companies with greater resources, name recognition, and broader product lines. The company acknowledges that its current chip, designed over four years ago, may not be competitive in performance and features in certain situations, and the dominant market leader in AI has proprietary software that can make market penetration challenging.

Recent Strategic Developments:

• Merger and Reverse Recapitalization: On January 13, 2025, BurTech Acquisition Corporation completed a merger with Legacy Blaize, with Legacy Blaize surviving as a wholly owned subsidiary. BurTech Acquisition Corporation was renamed Blaize Holdings, Inc. The transaction was accounted for as a reverse recapitalization, with Legacy Blaize considered the acquirer for financial reporting purposes.
• Strategic Cooperation Agreement with Starshine Computing Power Technology Limited: On July 16, 2025, Blaize Holdings, Inc. entered into a strategic partnership with Starshine Computing Power Technology Limited to develop business opportunities for its hybrid AI platform and other products in the Asia Pacific region. Starshine Computing Power Technology Limited committed to delivering a minimum of $120.0 million in revenue over the first 18 months, subject to purchase orders. A $10.4 million purchase order was initiated in Q3 2025, with $1.6 million paid and $8.8 million outstanding as of March 24, 2026. No further purchase orders have been received from Starshine Computing Power Technology Limited as of that date.
• Polar Private Placement: On November 10, 2025, Blaize Holdings, Inc. completed a direct sale of 9,375,000 shares of common stock at $3.20 per share and issued 9,375,000 warrants to purchase additional shares to affiliates of Polar Asset Management Partners Inc., generating aggregate gross proceeds of approximately $30.0 million.
• Committed Equity Facility with B. Riley Principal Capital, LLC: On July 14, 2025, Blaize Holdings, Inc. entered into an agreement with B. Riley Principal Capital, LLC for a committed equity facility of up to $50.0 million over 36 months. As of December 31, 2025, Blaize Holdings, Inc. had sold 8,493,674 shares of common stock to B. Riley Principal Capital, LLC for net proceeds of $33.2 million.

Geographic Footprint: Blaize Holdings, Inc. is headquartered in El Dorado Hills, California. Its principal market for products is currently China, which accounted for 91.0% of total revenue in 2025. Other key markets include the United States (8.61% of revenue in 2025) and Japan (0.01% of revenue in 2025). The company has foreign subsidiaries in India and the United Kingdom, where it also maintains operating lease right-of-use assets and property and equipment.

Financial Performance

Revenue Analysis

Profitability Metrics:

• Gross Margin: 16.03%
• Operating Margin: -268.80%
• Net Margin: -535.56%

Investment in Growth:

• R&D Expenditure: $42.5 million (110.08% of revenue)
• Capital Expenditures: $0.8 million
• Strategic Investments: Blaize Holdings, Inc. is investing in the development of its next-generation chip and leveraging generative AI technologies across its product portfolio. The strategic cooperation with Starshine Computing Power Technology Limited aims to generate $120.0 million in revenue from the Asia Pacific region over 18 months.

Capital Allocation Strategy

Shareholder Returns:

• Share Repurchases: None.
• Dividend Payments: Blaize Holdings, Inc. has not paid cash dividends and has no current plans to do so, intending to retain all available funds and future earnings for business development, working capital, and general corporate purposes.
• Future Capital Return Commitments: No specific capital return commitments are authorized beyond the stated policy of retaining earnings for growth.

Balance Sheet Position:

• Cash and Equivalents: $45.8 million (as of December 31, 2025)
• Total Debt: $28.6 million (includes working capital loan from related party, advances from related party, accrued trade payables, and operating lease liabilities as of December 31, 2025)
• Net Cash Position: $17.2 million
• Debt Maturity Profile: The working capital loan and advances from a related party are payable on demand. Operating lease liabilities have maturities between fiscal years 2026 and 2029, with future minimum lease payments of $0.8 million in 2026, $0.5 million in 2027, $0.3 million in 2028, and $0.01 million in 2029.

Cash Flow Generation:

• Operating Cash Flow: $(73.8) million (net cash used in operating activities for 2025)
• Free Cash Flow: $(74.5) million (Operating Cash Flow less Capital Expenditures for 2025)

Operational Excellence

Production & Service Model: Blaize Holdings, Inc. develops AI-enabled computing solutions comprising proprietary hardware (GSP, PCIe cards) and software, complemented by third-party hardware. The company outsources all manufacturing of its AI chips and PCIe cards. It also offers strategic consulting services to customize hardware and licensed intellectual property for customers.

Supply Chain Architecture: Key Suppliers & Partners:

• Foundry for SoC: Samsung Foundry (for the current generation SoC).
• Packaging and Testing of SoC: Partners located in Taiwan.
• Contract Manufacturer: Plexus (Penang, Malaysia) for new product introduction services, mass production, printed circuit board assembly, final assembly, functional testing, raw material procurement, and global shipments.
• Design, Manufacturing, and Sales Partner: VeriSilicon, Inc. (provides design expertise, support, and deliverables).
• Raw Materials: Silicon, polymers, copper, aluminum, other metal alloys, plastics (largely from China); integrated circuits, epoxy glass fabric laminate, metals, plastics, resistors, capacitors, inductors, transistors, diodes, and sensors (largely from Asia).

Facility Network:

• Corporate Headquarters: Leased office space in El Dorado Hills, California.
• Manufacturing: Outsourced to third-party contract manufacturers.
• Distribution: Handled by Plexus and a third-party logistics partner for global shipments.

Operational Metrics:

• Proof of Concept Stage (POCs): 25 initiated or in progress as of December 31, 2025.
• Partners: 30 as of December 31, 2025.
• Design Wins: 20 confirmed as of December 31, 2025.

Market Access & Customer Relationships

Go-to-Market Strategy: Distribution Channels:

• Direct Sales: Supported by an internal commercial organization identifying key markets and sales opportunities.
• Channel Partners: Collaborations and co-promotions with ecosystem partners, including independent software vendors, independent hardware vendors, OEMs, original design manufacturers, system integrators, and hardware resellers/distributors.
• Digital Platforms: Blaize AI Studio offers a no-code/low-code environment for AI model deployment.

Customer Portfolio: Enterprise Customers:

• Tier 1 Clients: Engaged in long-term joint development agreements with automotive OEMs and Tier-1 suppliers for automotive-grade chips, with expected production in 2028 or later.
• Strategic Partnerships: Strategic Cooperation Agreement with Starshine Computing Power Technology Limited to develop business in the Asia Pacific region.
• Customer Concentration: Revenue is concentrated among a small number of customers. In 2025, two major customers in China accounted for 61.5% and 27.0% of total revenue, respectively. In 2024, two different related party customers in the United States and Japan accounted for 98% of revenue. Accounts receivable as of December 31, 2025, showed Customer D (China) at 63.8% and Customer C (China) at 23.7%.

Geographic Revenue Distribution:

• China: 91.0% of total revenue in 2025 ($35.2 million)
• United States: 8.61% of total revenue in 2025 ($3.3 million)
• Japan: 0.01% of total revenue in 2025 ($3 thousand)
• Other: 0.38% of total revenue in 2025 ($0.1 million)

Competitive Intelligence

Market Structure & Dynamics

Industry Characteristics: The semiconductor and edge computing markets are intensely competitive, characterized by rapid technological change, short product lifecycles, price erosion, and evolving industry standards. The market for edge computing solutions is relatively new, with uncertain growth forecasts and dependence on factors like technological advancements, data security concerns, and customer budgets.

Competitive Positioning Matrix:

Direct Competitors

Primary Competitors: Blaize Holdings, Inc. competes with well-established companies offering solutions and related applications, including large technology companies that may have greater resources and broader product lines. The dominant market leader in AI, though unnamed, has proprietary software that presents a barrier to entry.

Emerging Competitive Threats: New entrants, disruptive technologies, and alternative algorithmic approaches to machine learning and AI (e.g., Transformer models) pose ongoing threats.

Competitive Response Strategy: The company's strategy includes continuous innovation, timely product launches, expanding its ecosystem of hardware and software partners, attracting and retaining customers, and securing long-term revenue commitments from automotive OEMs and Tier-1 suppliers. It also focuses on adapting to rapidly changing technology and evolving customer needs.

Risk Assessment Framework

Strategic & Market Risks

Market Dynamics:

• Customer Concentration: High dependence on a small number of customers, including related parties, for a significant portion of revenue and accounts receivable, posing a material adverse effect if these customers reduce purchases or fail to pay.
• Technology Disruption: Rapidly evolving AI and edge computing markets, including potential shifts to alternative algorithmic approaches like Transformer models, could render current products less competitive or obsolete. The current chip design is over four years old, potentially impacting competitiveness.
• Automotive Market Dependence: Long-term partnerships with automotive OEMs and Tier-1 suppliers are contingent on delivering automotive-grade chips, with production not expected until 2028 or later, creating revenue uncertainty and capital requirements.
• Third-Party Hardware Sales Impact on Profitability: A substantial portion of 2025 revenue came from lower-margin third-party hardware sales, which could adversely affect overall profitability if this sales mix persists or increases.

Operational & Execution Risks

Supply Chain Vulnerabilities:

• Supplier Dependency: High reliance on a limited number of third-party manufacturers (e.g., Samsung Foundry for SoC, Plexus for manufacturing and assembly) and raw material suppliers (largely from China and Asia), exposing the company to risks of disruption, delays, price increases, and quality issues.
• Geographic Concentration: Raw material sourcing from China and Asia, and manufacturing partners in Taiwan and Malaysia, expose the supply chain to geopolitical and regional risks.
• Capacity Constraints: Potential difficulties in securing sufficient production capacity from contract manufacturers could impact the ability to meet customer demand.

Financial & Regulatory Risks

Market & Financial Risks:

• Demand Volatility: The customer pipeline may not mature as expected, leading to unpredictable revenue and difficulty in forecasting future growth.
• Foreign Exchange: Operations in China expose the company to strict currency controls and regulations on Renminbi convertibility, potentially limiting access to or repatriation of funds and impacting financial results due to exchange rate fluctuations.
• Credit & Liquidity: A history of operating losses and negative cash flows from operations raises substantial doubt about the company's ability to continue as a going concern. Future capital raises through debt or equity may be limited or unavailable on acceptable terms.
• Committed Equity Facility: Uncertainty regarding the actual number of shares to be sold to B. Riley Principal Capital, LLC and the gross proceeds, with potential for dilution and limited access to the full facility amount.

Regulatory & Compliance Risks:

• Industry Regulation: The rapidly evolving regulatory framework for AI and machine learning technologies, including new laws and interpretations, could affect operations, increase compliance costs, and expose the company to liabilities.
• Export Controls: Subject to U.S. and foreign export controls and economic sanctions, including those administered by the U.S. Treasury Department’s Office of Foreign Assets Control and the U.S. Commerce Department’s Bureau of Industry and Security, which can restrict activities in certain countries and with specific persons.
• Data Privacy: Processing proprietary, confidential, and personal information subjects the company to evolving federal, state, and foreign data privacy laws (e.g., EU/UK GDPR, CCPA), increasing compliance demands and potential for fines, litigation, or reputational harm from breaches.
• Anti-Corruption: Subject to the U.S. Foreign Corrupt Practices Act (FCPA) and similar international anti-bribery laws, with non-compliance potentially leading to criminal/civil liability and reputational damage.
• CFIUS Review: Development of "critical" technology from a U.S. national security perspective means certain non-U.S. investments could trigger mandatory Committee on Foreign Investment in the United States (CFIUS) filings and review.

Geopolitical & External Risks

Geopolitical Exposure:

• Geographic Dependencies: Business operations, customers, and suppliers in China and other Asian countries create exposure to regional geopolitical risks.
• Trade Relations: Potential for tariffs or trade restrictions between the United States and China could increase costs for equipment and materials, disrupting the supply chain.
• Sanctions & Export Controls: Changes in export/import regulations or economic sanctions could delay international product introductions, limit global platform deployment, or prevent sales to certain countries or entities.

Innovation & Technology Leadership

Research & Development Focus: Core Technology Areas:

• AI Computing Accelerator: Focus on the Graph Streaming Processor (GSP) for compute-intensive data parallel workloads, including computer vision, machine learning, and AI applications, emphasizing programmability, flexibility, data streaming for efficiency, low energy consumption, high performance, and scalability.
• Software Suite: Development of a software development kit compatible with open standards and Blaize AI Studio, a visual no-code/low-code environment for AI model creation and deployment.
• Innovation Pipeline: Ongoing investment in the design and development of next-generation products and chips, with R&D expenses expected to continue increasing.
• Generative AI: Strategic plans to integrate generative AI technologies, such as large language models, across product portfolios to build differentiated solutions for deployment on devices, at the edge, or in data centers.

Intellectual Property Portfolio:

• Patent Strategy: As of December 31, 2025, Blaize Holdings, Inc. held 43 issued patents and 16 pending patent applications, with patents expiring between 2031 and 2044. The portfolio includes two issued foreign patents (UK, Republic of Korea) and five pending foreign applications (including India), covering AI and parallel processing architecture.
• Other IP: Relies on trade secrets, design and manufacturing know-how, and continuous technological innovations, protected through agreements with partners, vendors, employees, and consultants.

Technology Partnerships:

• Strategic Alliances: Partnership with VeriSilicon, Inc. for design expertise, support, and deliverables. Collaborations and co-promotions with a broader ecosystem of partners.

Leadership & Governance

Executive Leadership Team

Leadership Continuity: The company's success depends on its executive officers and key employees. Attracting and retaining highly qualified personnel, particularly those with technical, engineering, software, and automotive solution development skills, is critical for growth.

Board Composition: The Board of Directors oversees enterprise risk management, with the Audit Committee specifically reviewing information security policies, practices, and internal controls. The Audit Committee receives regular information security updates, and the full Board receives annual updates on risk management and cybersecurity trends.

Human Capital Strategy

Workforce Composition:

• Total Employees: 254 employees as of December 31, 2025, with 228 being full-time.
• Skill Mix: Focus on attracting and retaining employees with technical and engineering skills, and high levels of experience in designing and developing software and automotive solutions.

Talent Management: Acquisition & Retention:

• Hiring Strategy: Faces intense competition for highly skilled personnel, with many competitors having greater resources.
• Employee Value Proposition: Utilizes equity awards as a key component of compensation and retention efforts. Acknowledges high wage inflation in certain geographies for skilled talent.

Diversity & Development:

• Culture & Engagement: Emphasizes its corporate culture as a contributor to success, investing in team building and cultivating a motivating environment.

Business Cyclicality & Seasonality

Demand Patterns:

• Economic Sensitivity: Macroeconomic conditions (e.g., inflation, interest rates, geopolitical conflicts, recessions) can adversely impact demand for products.
• Industry Cycles: The semiconductor sector is characterized by rapid technological advancements and short product lifecycles.

Planning & Forecasting: Forecasting future revenue and growth is challenging due to pipeline maturity and external dependencies. Investment in new chip design requires anticipating market trends and competitive landscape more than two years in advance.

Regulatory Environment & Compliance

Regulatory Framework: Industry-Specific Regulations:

• AI Technologies: Subject to a rapidly evolving regulatory framework for AI and machine learning technologies, with new federal, state, and foreign laws under consideration and potential reinterpretations of existing laws.
• Data Protection and Privacy: Compliance with various data privacy and localization laws (e.g., EU/UK GDPR, CCPA), anti-spam, consumer protection, employment, and taxation regulations.

Trade & Export Controls:

• Export Restrictions: Subject to U.S. export controls (Export Administration Regulations) and economic sanctions (Office of Foreign Assets Control), which restrict activities with certain countries, regions, governments, and persons. Encryption technology in products requires specific export authorizations.
• Sanctions Compliance: Compliance with U.S. economic sanctions laws and regulations.
• CFIUS Review: Investments by non-U.S. persons or entities may be subject to review by the Committee on Foreign Investment in the United States (CFIUS) due to the development of "critical" technology.

Legal Proceedings:

• Jefferies Lawsuit: A lawsuit initiated by Jefferies on April 7, 2025, against Blaize Holdings, Inc. regarding advisory fees related to the Merger, was settled on September 30, 2025, with no outstanding amounts as of December 31, 2025.
• General: No other material litigation or legal proceedings are currently pending.

Tax Strategy & Considerations

Tax Profile:

• Geographic Tax Planning: Subject to income taxes in the U.S. (federal and state, primarily California), United Kingdom, and India.
• Tax Reform Impact: The "An Act to Provide for the Reconciliation Pursuant to Title II of H. Con. Res. 14" (OBBBA), signed July 4, 2025, reinstated 100% bonus depreciation for fixed assets placed in service after January 19, 2025, but did not have a material effect on the effective income tax rates for 2025 or expected future years.

Insurance & Risk Transfer

Risk Management Framework:

• Insurance Coverage: Maintains insurance policies, including for errors and omissions and cyber liability, but there is no guarantee that coverage will be adequate or available on acceptable terms for all potential losses.