0001193125-25-008689 | S-1 | XBRL Viewer

Schedule of the domestic and foreign components of loss from operations before income taxes

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

On December 15, 2021, the Company consummated its IPO of 28,750,000 Units, including the issuance of 3,750,000 Units as a result of the underwriters’ full exercise of the over-allotment, at a purchase price of $10.00 per Unit. Each Unit that the Company is offering has a price of $10.00 and consists of one share of Class A common stock and one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment.

All of the 28,750,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that common stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of common stock classified as temporary equity is the allocated proceeds based on the guidance in ASC

470-20.

The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional

paid-in

capital and accumulated deficit.

As of September 30, 2024 and December 31, 2023, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table:


Class A common stock subject to possible redemption, January 1, 2023	294,796,918
Less:
Redemptions	(252,315,037	)
Plus:
Accretion of carrying value to redemption value	4,510,051

Class A common stock subject to possible redemption, December 31, 2023	46,991,932
Plus:
Accretion of carrying value to redemption value	800,030

Class A common stock subject to possible redemption, March 31, 2024	47,791,962
Plus:
Accretion of carrying value to redemption value	846,082

Class A common stock subject to possible redemption, June 30, 2024	48,638,044
Plus:
Accretion of carrying value to redemption value	857,198

Class A common stock subject to possible redemption, September 30, 2024	49,495,242

NOTE 3. INITIAL PUBLIC OFFERING

Public Units

480-10-S99,

470-20.

The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC

480-10-S99.

paid-in

capital and accumulated deficit.

As of December 31, 2023 and 2022, the common stock subject to redemption reflected on the balance sheet are reconciled in the following table:


Class A common stock subject to possible redemption, January 1, 2022	291,812,500
Plus:
Accretion of carrying value to redemption value	2,984,418

Class A common stock subject to possible redemption, December 31, 2022	294,796,918
Less:
Redemptions	(252,315,037	)
Plus:
Accretion of carrying value to redemption value	4,510,051

Class A common stock subject to possible redemption, December 31, 2023	46,991,932

As discussed in Note 1, during the year ended December 31, 2023 an excess of $318,888 was erroneously withdrawn from the interest earned in the Trust Account for operating expenses. As of December 31, 2023, the Company recorded a receivable due from the sponsor to reimburse the Trust Account for these funds used for operating expenses.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

The following represents the domestic and foreign components of loss from operations before income taxes for the years ended December 31, 2023 and 2022 (in thousands):


	2023			2022
United States	$	(89,525	)	$	(107,267	)
Foreign		1,338			3,171

Total loss before income taxes	$	(88,187	)	$	(104,096	)

Schedule of components of the (benefit from) provision for income taxes

The Company’s components of the (benefit from) provision for income taxes consists of the following for the years ended December 31, 2023 and 2022 (in thousands):


	2023			2022
Current:
US Federal	$	—		$	—
US States		1			1
Foreign		(492	)		581

Total current		(491	)		582
Deferred:
US Federal	$	—		$	—
US States		—			—
Foreign		(107	)		(48	)

Total deferred		(107	)		(48	)

Total (benefit from) provision for income taxes	$	(598	)	$	534

Schedule of the income tax determined by applying the U.S. federal statutory income tax rate to pretax loss

Income tax expense differs from the amount of income tax determined by applying the U.S. federal statutory income tax rate of 21% to pretax loss as a result of the following differences for the years ended December 31, 2023 and 2022:


	2023						2022
	Amount			Percent			Amount			Percent
Pretax loss	$	(88,187	)				$	(104,096	)
Federal tax at statutory rate		(18,522	)		21.00	%		(21,542	)		20.69	%
State taxes, net of federal benefit		1			0.00	%		1			0.00	%
Pay-to-Play equity financing charge (permanent difference)		7,525			-8.53	%		11,729			-11.27	%
Other permanent differences		3,620			-4.11	%		184			-0.18	%
Return to accrual adjustment		(433	)		0.49	%		—			0.00	%
Foreign tax rate differential		111			-0.13	%		77			-0.07	%
Tax credits		(539	)		0.61	%		(947	)		0.91	%
Uncertain tax positions		270			-0.31	%		473			-0.45	%
Valuation allowance		7,936			-9.00	%		10,781			-10.36	%
Other, net		(567	)		0.64	%		(222	)		0.21	%

	$	(598	)		0.68	%	$	534			-0.51	%

Schedule of company's deferred tax assets and liabilities

The components of the Company’s deferred tax assets and liabilities are as follows as of December 31, 2023 and 2022 (in thousands):


	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	45,600		$	38,929
Tax credit		4,989			4,388
Other reserves and accrued expenses		1,105			1,440
Lease liability		110			194
Depreciation		66			60
Share-based compensation		736			636
Capitalized R&E Sec 174		9,533			6,688
Other		(62	)		2


	2023			2022
Gross deferred tax assets		62,077			52,337
Valuation allowance		(60,937	)		(51,225	)

Net deferred tax assets		1,140			1,112
Deferred tax liabilities:
Right of use assets		(107	)		(186	)

Total deferred tax liabilities		(107	)		(186	)

Total net deferred tax assets	$	1,033		$	926

Schedule of unrecognized tax benefits

The beginning and ending unrecognized tax benefits amounts is as follows as of December 31, 2023 and 2022 (in thousands):


	2023		2022
Unrecognized tax benefits, beginning of period	$	3,811	$	2,985
Additions based on tax positions taken related to prior years		—		—
Additions based on tax positions taken related to current period		472		826
Reductions for tax positions related to prior year		—		—
Reductions for tax positions related to current year		—		—

Unrecognized tax benefits, end of period	$	4,283	$	3,811

Schedule of components of the (benefit from) provision for income taxes


	December 31, 2023			December 31, 2022
Federal
Current	$	1,027,644		$	791,758
Deferred		(187,264	)		(274,031	)
State
Current		—			—
Deferred		—			—
Change in valuation allowance		187,264			274,031

Income tax provision	$	1,027,644		$	791,758

Schedule of the income tax determined by applying the U.S. federal statutory income tax rate to pretax loss


	December 31, 2023			December 31, 2022
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
Transaction Costs		14.3	%		0.0	%
Fines and Penalties		0.2	%		0.0	%
Change in valuation allowance		7.9	%		11.1	%

Income tax provision		43.4	%		32.1	%

Schedule of company's deferred tax assets and liabilities


	December 31, 2023			December 31, 2022
Deferred tax assets (liability)
Organizational costs/Startup expenses	$	475,133		$	287,868
Federal Net Operating loss		—			—

Total deferred tax assets (liability)		475,133			287,868
Valuation allowance		(475,133	)		(287,868	)

Deferred tax assets (liability), net of allowance	$	—		$	—

PRIVATE PLACEMENT (Details) - Private Placement - USD ($)		9 Months Ended	12 Months Ended
	Dec. 15, 2021	Sep. 30, 2024	Dec. 31, 2023
PRIVATE PLACEMENT
Number of shares in a unit	1
Number of warrants in a unit	1
Number of shares per warrant	1
Exercise price of warrant	$ 11.5
Threshold period for not to transfer, assign or sell any of their units after the completion of the initial business combination		30 days	30 days
Private Placement Units
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	898,250
Price of warrants	$ 10
Aggregate purchase price	$ 8,982,500

Warrant Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Warrant Liabilities [Abstract]

Schedule Of Fair Value Of Warrants Outstanding

As of September 30, 2024 and December 31, 2023, outstanding warrants consisted of the following (in thousands):


				Number of warrant shares at						Approximate fair value at
Warrant Type:	Exercise Price			September 30, 2024			December 31, 2023			September 30, 2024		December 31, 2023
Series D Shadow Preferred Warrants	$	10.44			—			338,495		$	—	$	3
Series D-2 Shadow Preferred Warrants	$	4.97			756,172			756,172			406		894
Pay-to-Play Warrants			(a)			(a)			(a)		927		976
Convertible Notes Warrants – 2023			(c)			(c)			(c)		5,314		1,352
Common stock warrants (b)	$	104.43			—			2,063			—		—
Pre-funded common stock warrants (d)	$	0.01				(d)			(d)		341		505
Pre-funded common stock warrants (e)	$	100.00				(e)		—			767		—

					756,172			1,096,730		$	7,755	$	3,730

(a)

The number of warrant shares to be issued upon exercise of the P2P Warrants is not determined as of September 30, 2024 or December 31, 2023, therefore, the exercise price is only known in aggregate based on individual investor participation levels and timing of investment. The aggregate exercise price is $2.5 million as of September 30, 2024 and December 31, 2023. The Company’s valuation of its P2P

Warrants assumes a range of expected warrant shares of 744,914 to 764,330 and 694,397 to 721,086 shares of either common stock or a future preferred stock series as of September 30, 2024 and December 31, 2023.

(b)

Common stock warrants represent prior Series D Preferred Warrants which were converted in November 2022 to common stock warrants following the Company’s conversion event, as adjusted for the related December 2022 reverse stock split. These common stock warrants are classified in equity upon conversion in 2022. During January 2023, 336,950 of the Series D Preferred Warrants were reinstated upon the investor participating in the P2P Note extension. These warrants expired during the nine months ended September 30, 2024.

(c)

The number of warrant shares to be issued upon exercise of the 2023 Convertible Note Warrants as well as the related aggregate exercise price is not determinable as of September 30, 2024 or December 31, 2023 due to variable settlement terms. As of September 30, 2024 and December 31, 2023, the aggregate fixed monetary amount that will serve as the basis of calculating the number of warrant shares into which the 2023 Convertible Notes may be exercised into is $13.0 million and $2.0 million, respectively.

(d)

Total exercise price is $68,333. As of December 31, 2023, the number of warrant shares is estimated based on the total Company common shares that would be required to be issued to be exchanged for the maximum number of BurTech Class A Common and is estimated at 7,007,582 shares. As of September 30, 2024, taking into consideration the effect of the April 2024 amendment, the number of warrant shares required to be issued in the form of BurTech Class A Common stock is fixed at 2,000,000 shares.

(e)	Total exercise price is $45,000. As of September 30, 2024, the number of warrant shares to be issued in the form of BurTech Class A Common stock is a fixed 4,500,000 shares.

As of December 31, 2023 and 2022, outstanding warrants consisted of the following (in thousands):


					Number of warrant shares at December 31								Approximate fair value at December 31
Warrant Type:	Exercise Price				2023				2022				2023		2022
Series D Shadow Preferred Warrants	$	10.44				338,495				1,545			$	3	$	4
Series D-2 Shadow Preferred Warrants	$	4.97				756,172				756,172				894		203
Pay-to-Play Warrants			(a	)			(a	)			(a	)		976		322
Convertible Notes Warrants – 2023			(c	)			(c	)		—				1,352		—
Common stock warrants (b)	$	104.43				2,063				35,754				—		—
Pre-funded common stock warrant (d)	$	0.01					(d	)		—				505		—

						1,096,730				793,471			$	3,730	$	529

(a)

The number of warrant shares to be issued upon exercise of the P2P Warrants is not determined as of December 31, 2023 or 2022, therefore, the exercise price is only estimated in aggregate based on individual investor participation levels and timing of investment. The aggregate exercise price is $2.5 million and $0.9 million as of December 31, 2023 and 2022, respectively. The Company’s valuation of its P2P Warrants assumes a range of expected warrant shares of 694,397 to 721,086 and 669,782 to 726,563 shares of either common stock or a future preferred stock series as of December 31, 2023 and 2022, respectively.

(b)

Common stock warrants represent prior Series D Preferred Warrants which were converted in November 2022 to common stock warrants following the Company’s conversion event, as adjusted for the related reverse stock split. These common stock warrants are classified in equity as of December 31, 2022. During January 2023, 336,950 of the Series D Preferred Warrants were reinstated upon the investor participating in the P2P Note extension.

(c)

The number of warrant shares to be issued upon exercise of the 2023 Convertible Note Warrants as well as the related aggregate exercise price is not determinable as of December 31, 2023 due to the variable settlement terms. As of December 31, 2023, the aggregate fixed monetary amount that will serve as the basis of calculating the number of warrant shares into which the 2023 Convertible Notes may be exercised into is $2.0 million.

(d)

Total exercise price is $68,333. The number of warrant shares is estimated based on the total Company common shares that would be required to be issued to be exchanged for the maximum number of BurTech Class A Common. As of December 31, 2023, the Company common shares is estimated at 7,007,582 shares.

Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants

Issued during the nine months ended September 30, 2024 and 2023:


	Series D-2 Shadow Preferred Stock Warrant Reinstatement
	Issued in 2024		Issued in 2023
Risk-free interest rate		NA		4.65	%
Expected life, in years		NA		1.11
Expected volatility		NA		65.00	%
Dividend yield		NA		0.00	%
Fair value of preferred stock		NA	$	4.01

As of September 30, 2024 and December 31, 2023:


	Series D-2 Shadow Preferred Stock Warrants						Series D Shadow Preferred Stock Warrants
	September 30, 2024			December 31, 2023			December 31, 2023
Risk-free interest rate		3.98	%		4.51	%		5.50	%
Expected life, in years		0.97			1.72			0.16
Expected volatility		57.95	%		52.50	%		52.50	%
Dividend yield		0.00	%		0.00	%		0.00	%
Fair value of preferred stock	$	3.78		$	4.19		$	5.76

The P2P Warrants, issued in 2022 and in 2023 were valued using the Black-Scholes option pricing model probability-weighted for the same future event scenarios as defined in the valuation of the P2P Notes wherein the warrant strike price and the fair value of the respective Conversion Shares was calculated for each of participation group with

%, and

% warrant percentages, respectively.

At issuance:

Issued during the nine months ended September 30, 2024 and 2023:


	Warrants issued with P2P Convertible Notes
	Issued in 2024		Issued in 2023
Risk-free interest rate		NA	4.54% – 4.79%
Expected life, in years		NA	1.0 – 1.44 years
Expected volatility		NA	61.2% – 62.3%
Dividend yield		NA	0.00%
Fair value of preferred stock		NA	$4.16
Fair value of common stock		NA	$0.74

As of September 30, 2024 and December 31, 2023:


	Warrants issued with 2022 P2P Notes
	September 30, 2024	December 31, 2023
Risk-free interest rate	3.66% – 4.38%	4.54% – 4.79%
Expected life, in years	0.50 – 2.00 years	1.0 – 1.44 years
Expected volatility	69.8% – 71.6%	61.2% – 62.3%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$4.03	$4.16
Fair value of common stock	$0.92	$0.74

Assumptions used in the Black-Scholes option pricing model to fair value the Series D, Shadow Series D, Series

D-2

and Shadow Series

D-2

preferred stock warrants at issuance and as of the respective year end were as follows:

At issuance:

Specific to 2023:


	Series D Shadow Preferred Stock warrant reinstatement
Risk-free interest rate		4.65	%
Expected life, in years		1.11
Expected volatility		65.00	%
Dividend yield		0.00	%
Fair value of preferred stock	$	4.01

Specific to 2022:


	Series D-2 Preferred Stock Warrants			Series D Preferred Stock Warrants
	Warrants issued with Series D-2 preferred stock			Warrants issued with convertible debt			Warrants issued with preferred stock
Risk-free interest rate		3.90	%		0.25	%		0.43	%
Expected life, in years		3.00			3.00			2.30
Expected volatility		60.50	%		65.00	%		56.90	%
Dividend yield		0.00	%		0.00	%		0.00	%
Fair value of preferred stock	$	4.97		$	10.44		$	10.44

As of December 31, 2023 and 2022:


	Series D-2 Shadow Preferred Stock Warrants						Series D Shadow Preferred Stock Warrants
	December 31						December 31
	2023			2022			2023			2022
Risk-free interest rate		4.51	%		4.13	%		5.50	%		4.73	%
Expected life, in years		1.72			2.81			0.16			1.25
Expected volatility		52.50	%		60.50	%		52.50	%		65.00	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Fair value of preferred stock	$	4.19		$	1.81		$	5.76		$	3.57

At issuance:


	Warrants issued with P2P Notes
	2023	2022
Risk-free interest rate	4.09% – 4.65%	4.41% – 4.73%
Expected life, in years	1.0 – 1.94 years	1.0 – 1.94 years
Expected volatility	66.6% – 71.6%	67.00%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$1.51	$1.51
Fair value of common stock	$0.46	$0.46

As of December 31, 2023 and December 31, 2022:


	Warrants issued with P2P Notes
	2023	2022
Risk-free interest rate	4.54% – 4.79%	4.41% – 4.73%
Expected life, in years	1.0 – 1.44 years	1.0 – 1.94 years
Expected volatility	61.2% – 62.3%	67.00%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$4.16	$1.51
Fair value of common stock	$0.74	$0.46

Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants

The exercise price is a floating exercise price, thus, was estimated using a Monte Carlo simulation model. The following summarizes additional related valuation assumptions:

At issuance:

Issued during the nine months ended September 30, 2024 and 2023:


	Warrants issued with 2023 Convertible Notes
	Issued in 2024	Issued in 2023
Risk-free interest rate	3.86% – 5.55%	NA
Expected life, in years	0.36 – 5.00 years	NA
Expected volatility	61.2% – 73.0%	NA
Dividend yield	0.00%	NA
Fair value of preferred stock	$4.16 – $4.43	NA
Fair value of common stock	$0.74 – $0.81	NA

As of September 30, 2024 and December 31, 2023:


	Warrants issued with 2023 Convertible Notes
	September 30, 2024	December 31, 2023
Risk-free interest rate	3.58% – 4.93%	3.88% – 5.26%
Expected life, in years	0.08 – 4.72 years	0.51 – 9.51 years
Expected volatility	66.3% – 73.2%	61.2% – 62.8%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$ 4.03	$ 4.16
Fair value of common stock	$ 0.92	$ 0.74

The exercise is a floating exercise price, thus, was estimated using a Monte Carlo simulation model. The following summarizes additional related valuation assumptions:


	Warrants issued with 2023 Convertible Notes
	December 31, 2023	At Inception
Risk-free interest rate	3.88% – 5.26%	3.86% – 5.43%
Expected life, in years	0.51 – 9.51years	1.0 – 10.0years
Expected volatility	61.2% – 62.8%	60.1% – 65.1%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$4.16	$4.18
Fair value of common stock	$0.74	$0.44

Common stock and Stock-Based Compensation - Summary Of Company's RSU Activity Issued (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross, Beginning Balance	4,916,829
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	0	15,141,280	5,730
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares	(116,973)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross, Ending Balance	4,799,856	4,916,829
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price ,Beginning Balance	$ 1.18
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value	0.84
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price ,Ending Balance	$ 1.18	$ 1.18
2011 Amended Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross, Beginning Balance	4,916,829	137,909	73,386
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross		10,929,820	78,256
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares		(150,900)	(13,733)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares		(6,000,000)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross, Ending Balance		4,916,829	137,909
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price ,Beginning Balance	$ 1.18	$ 15.28	$ 20.7
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		0.6	10.41
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value		1.98	16.46
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value		0.44
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price ,Ending Balance		$ 1.18	$ 15.28

INITIAL PUBLIC OFFERING (Details) - USD ($)		12 Months Ended
INITIAL PUBLIC OFFERING (Details) - USD ($)	Dec. 15, 2021	Dec. 31, 2023	Sep. 30, 2024
INITIAL PUBLIC OFFERING
Cash withdrawn from trust account		$ 318,888
BURTECH ACQUISITION CORP [Member]
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant		1	1
Cash withdrawn from trust account		$ 318,888
Initial Public Offering \| BURTECH ACQUISITION CORP [Member]
INITIAL PUBLIC OFFERING
Number of units sold	28,750,000
Price per share	$ 10
Number of shares in a unit	1
Number of warrants in a unit	1
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.5
Over-allotment option \| BURTECH ACQUISITION CORP [Member]
INITIAL PUBLIC OFFERING
Number of units sold	3,750,000

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete consolidated financial statements. The accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with US GAAP. Interim results are not necessarily indicative of the results for a full year. Therefore, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2023 and 2022.

The unaudited condensed consolidated financial statements include the consolidated financial statements of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Such estimates and assumptions include, but are not limited to, those related to revenue recognition, the valuation of accounts receivable, the net realizable value of inventory, the useful lives of long- lived assets, the incremental borrowing rate used in calculating operating lease right of use assets, the accounting for income taxes, the estimates used to evaluate the recoverability of long-lived assets, amortization method and periods for capitalized software, and the estimated fair value of convertible notes, warrant liabilities, common stock, and stock-based compensation expense. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents in the condensed consolidated financial statements. The Company’s cash equivalents are primarily comprised of U.S. Government treasury securities, mutual funds, and money market funds. The Company has cash deposits in a financial institution that, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions.

As of September 30, 2024 and December 31, 2023, the Company had cash and cash equivalents balances in excess of domestic and international insurance limits of approximately $32.3 million and $2.2 million, respectively.

As of September 30, 2024, the Company held $30.1 million in U.S. Government treasury securities, $26.1 million in a U.S. Government money market fund, and $5.2 million in mutual funds (see Note 4). As of December 31, 2023, the Company had no cash equivalents or restricted cash balances.

Accounts Receivable, Net

Accounts receivable, net is recorded at the invoiced amount and does not accrue interest. The allowance for credit losses is the Company’s estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines that allowance based upon a review of each receivable and all known factors that could affect collectability. These factors include but are not limited to a customer’s past payment performance, customer financial condition, general economic or industry conditions and disputes regarding the invoiced amount or the product or service rendered. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses was $0.4 million as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company’s accounts receivable included zero and approximately $0.5 million, respectively, of unbilled accounts receivable (See Note 13).

Inventories

Inventories consist of raw materials, work in process inventories, and finished goods. Inventories are stated at the lower of cost or net realizable value, with cost being determined on a

first-in,

first-out

basis. Net realizable

value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the newly established cost basis. Any write-downs of inventories are reflected as part of cost of revenue in the accompanying unaudited condensed consolidated statement of operations.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, consulting and banking fees primarily relating to the Company’s contemplated merger with BurTech (see Note 1) whereby the Company will become a public company, are capitalized and will be offset against proceeds upon the consummation of the offering within stockholders’ deficit. In the event an anticipated offering is terminated, deferred offering costs will be expensed. As of September 30, 2024 and December 31, 2023 there were $4.5 million and $1.5 million, respectively, capitalized deferred offering costs included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Impairment of Long-Lived Assets

Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company estimates the expected undiscounted future cash flows from the use of those assets and their eventual disposition (without any allocated debt financing charges). If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. For the three and nine months ended September 30, 2024 and 2023, the Company did not recognize any impairment expense related to its long-lived assets.

Embedded Derivative Evaluation

The Company evaluates the terms of its debt instruments to determine if any identified embedded features, including embedded conversion options or redemption features, are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where a host instrument contains more than one embedded derivative instrument, including a conversion option, that is required to be bifurcated, the bifurcated derivative instruments would be accounted for as a single, compound derivative instrument. Any identified and bifurcated embedded derivatives are initially recorded at fair value and are revalued at each reporting date with changes in the fair value reported as

non-operating

income or expense.

Convertible Notes

The Company accounts for its convertible notes, some of which contain predominantly fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder into a variable number of shares of preferred stock at a fixed discount to the market price of the common stock at the time of conversion under ASU

Debt — Debt with Conversion and Other Options

(Subtopic

470-20),

Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

and

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(ASU

2020-06).

The Company has elected to account for its convertible notes at fair value at each period end pursuant to Accounting Standards Codification (“ASC”) 825,

Financial Instruments

wherein changes in the fair value are recorded as change in fair value of convertible notes in the accompanying unaudited condensed consolidated statements of operations.

Warrant Liabilities

consolidated balance sheets at their estimated fair value. At initial recognition, the warrants were recorded at their estimated fair value calculated using the Black-Scholes-Merton (“Black- Scholes”) option pricing model (see Note 8). The liability associated with these warrants is subject to remeasurement at each balance sheet date, with changes in fair value recorded as change in the fair value of warrant liabilities in the unaudited condensed consolidated statements of operations. The warrants will continue to be remeasured until the earlier of the expiration or exercise of the warrants. The warrants are recorded at fair value each reporting period using the Black-Scholes option pricing model.

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock has been classified outside of stockholders’ deficit, as mezzanine equity, due to the redemption option of the preferred stock shareholders (see Note 10). The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company has adjusted the carrying values of the redeemable convertible preferred stock, subsequent to the initial issuance date, to the redemption value of such shares because it is probable that the convertible preferred stock will become redeemable.

Revenue Recognition

The Company derives revenue from product sales, license and development arrangements, joint marketing arrangements and cloud services. The Company recognizes revenue under ASC Topic 606,

Revenue from Contracts with Customers

(ASC 606), in which it determines revenue recognition through the following steps:

Step 1: Identify the contract with the customer.

The Company considers the terms and conditions of the engagement in identifying the contracts. The Company determines a contract with a customer to exist when the contract is approved, each party’s rights regarding the services to be transferred can be identified, the payment terms for the services can be identified, it has been determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company will evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, and financial information pertaining to the customer.

Step 2: Identify the performance obligations in the contract.

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company and are distinct in the context of the contract.

Step 3: Determine the transaction price.

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (“SSP”).

Step 5: Recognize revenue when the company satisfies a performance obligation.

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service to a customer. Revenue in respect of services, including nonrecurring engineering services or marketing services, is recognized over the contractual terms during which the Company provides services over period of time. Hardware revenue is recognized at a point in time when the product is shipped. The Company generates all its revenue from contracts with customers.

Revenue from hardware sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration the Company expects to receive in exchange for the hardware. The Company offers unspecified upgrades and support on certain products, however, the related revenue has historically not been material.

The Company’s license and development arrangements entail revenue from the licensing of its intellectual property (“IP”) and also include nonrecurring engineering development services to configure the Company’s IP and hardware to a customer’s needs. For each contract, the Company considers the promise to deliver a license that grants the customer the right to use the IP, as well as any professional services provided under the contract, as distinct performance obligations. The Company recognizes licensing revenue from such arrangements over the term of the arrangements and recognizes professional services over time as the services are provided. The Company measures progress to completion based on actual costs incurred to date as a percentage of the estimated total cost required to complete the project.

The Company entered into a joint marketing arrangement with a subsidiary of a minority investor to expand hardware sales into a foreign market (see Note 13). The joint marketing arrangement is comprised of various performance obligations, including the providing of a dedicated engineer for customer engagement services and design activities, a stand-ready obligation to provide product support services as well as

co-

participation in marketing events, all of which occur over the term of the arrangement.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. An unbilled receivable is recorded when revenue is recognized prior to invoicing and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The following table is a rollforward of contract liabilities, which are included in accrued expenses and other current liabilities and other liabilities on the condensed consolidated balance sheets, as of September 30, 2024 (in thousands):


Balance at January 1, 2024	$	1,100
Addition of deferred revenue		1,729
Recognition of revenue		(1,102	)

Balance at September 30, 2024 (unaudited)	$	1,727

The Company defers incremental costs of obtaining a customer contract and amortizes the deferred costs over the period that the related revenue is recognized. The Company had no material incremental costs to obtain customer contracts in any period presented.

The Company has elected to account for shipping and handling fees as fulfillment activities and not separate performance obligations. Accordingly, these fees are reflected in revenue and the related fulfillment costs are accrued as cost of revenue as the related fulfillment costs incurred.

The Company offers a standard assurance-type warranty to customers for hardware sales.

Research and Development

includes costs associated with the design and development of the Company’s AI edge computing hardware and software.

Stock-Based Compensation

The Company recognizes the cost of employee,

non-employee

consultants and

non-employee

directors’ services received in exchange for awards of stock options based on the fair value of those awards at the date of grant over the requisite service period. The fair value of stock options granted is determined using the Black-Scholes option-pricing model using various inputs, including Company estimates of expected stock price volatility, term, risk-free rate and future dividends. The Company has elected the simplified method to determine the expected term of the option grants.

The Company also grants restricted stock units (“RSUs”) to employees and

non-employee

t occurred. If a liquidity event occurs in the future, the Company will record cumulative stock-based compensation using the accelerated attribution method for those RSUs for which the service condition has been satisfied prior to the liquidity event, and the Company will record the remaining unrecognized stock-based compensation over the remainder of the requisite service period.

Forfeitures are recognized as they occur.

Fair Value Measurements

The Company determines fair value measurements used in its unaudited condensed consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (ii) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). ASC 820,

Fair Value Measurements,

requires fair value measurements be classified and disclosed in one of the following pricing categories:

Level

— This level consists of unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level2—

This level consists of observable inputs other than the quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the asset or liability.

Level

— This level consists of unobservable inputs for the asset or liability to the extent that observable inputs are not available, thereby allowing for situations in which there is little or no market data for the asset or liability at the measurement date. This requires the reporting entity to develop its own assumptions that market participants would use in pricing the asset or liability.

The carrying amounts of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued loss on purchase commitments and accrued expenses and other liabilities approximate fair value because of their short-term maturities.

Concentration of Credit Risk

The Company’s cash and cash equivalents are primarily on deposit at high-credit quality financial institutions or invested in U.S. Government money market funds. The Company’s cash accounts in a financial

institution may at times exceed the Federal Depository Insurance coverage of $250,000. Investments in money markets are not insured or guaranteed by the FDIC or any other government agency.

The Company is exposed to credit risk in the event of nonpayment by customers up to the amounts recorded on the condensed consolidated balance sheets. The Company manages its accounts receivable credit risk through ongoing credit evaluation of its customers’ financial conditions.

As of September 30, 2024, one related party customer accounted for approximately 97% of the Company’s accounts receivable (see Note 13). As of December 31, 2023, one customer, also a related party, accounted for approximately 98% of the Company’s accounts receivable (see Note 13).

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. For the three months ended September 30, 2024 and 2023, one customer, a related party, accounted for approximately 97% of the Company’s revenue. For the nine months ended September 30, 2024, two customers, both related parties, accounted for approximately 77% and 21% of the Company’s revenue. For the nine months ended September 30, 2023, one customer, a related party, accounted for nearly 100% of the Company’s revenue (see Note 13).

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the

two-class

method required for participating securities. The

two-class

method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The

two-class

method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such stock to participate in dividends but does not contractually require the holders of such stock to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, such losses are not allocated to such participating securities.

Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For purposes of this calculation, redeemable convertible preference stock, stock options and warrants have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented.

Segment Reporting

The Company operates in one reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s Chief Executive Officer is the chief operating decision maker, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance.

Emerging Growth Company Status

standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU

2021-08,

Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The FASB issued authoritative guidance that clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. The Company adopted this standard as of January 1, 2024. The adoption of this standard did not have an impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements — Not Yet Adopted

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

This ASU enhances the transparency and decision usefulness of income tax disclosures. This guidance is effective for the Company beginning on January 1, 2025, and early adoption is permitted, although the Company does not plan to early adopt. Adoption will require enhancements to the Company’s income tax disclosures but is not expected to have a material impact on its condensed consolidated financial statements.

In November 2023, the FASB issued ASU

2023-07,

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance is effective for fiscal year ending December 31, 2024 and interim periods within fiscal years beginning January 1, 2025. Early adoption is permitted although the Company does not plan to early adopt. Adoption will result in expanded disclosures for the Company’s single reportable segment but is not expected to have a material impact on the Company’s condensed consolidated financial statements.

In June 2022, the FASB issued ASU

2022-03,

Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

. This ASU clarifies guidance in Topic 820 and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. This guidance is effective for the Company beginning on January 1, 2025 and early adoption is permitted. The Company does not expect the adoption to have a material impact on the Company’s condensed consolidated financial statements.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with GAAP. The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Conversion of Preferred Stock to Common Stock and Reverse Stock Split

Effective November 30, 2022, in preparation for the Company’s issuance of its

Pay-to-Play

Convertible Notes (see Note 8), the Company’s preferred stockholders consented to a conversion of all outstanding preferred stock to common stock on a

one-for-one

basis. The effects of this conversion event are shown as of November 30, 2022 in the accompanying consolidated financial statements and notes herein.

Following this conversion, in December 2022, the Company approved and effected a

ten-for-one

reverse stock split of its common stock. The par value of the common stock was not adjusted as a result of the reverse stock split. All share and per share amounts for the periods presented in the consolidated financial statements and notes herein have been adjusted retrospectively to reflect this reverse stock split.

Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Such estimates and assumptions include, but are not limited to, those related to revenue recognition, the valuation of accounts receivable, the net realizable value of inventory, the useful lives of long-lived assets, the incremental borrowing rate used in calculating operating lease right of use assets, the accounting for income taxes, the estimates used to evaluate the recoverability of long-lived assets, amortization method and periods for capitalized software, the estimated fair

value of convertible notes, warrant liabilities, common stock, and stock based compensation expense. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents in the consolidated financial statements. The Company has cash deposits in a financial institution that, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. As of December 31, 2023 and 2022, the Company had cash balances in excess of domestic and international insurance limits of approximately $2.2 million and $4.0 million, respectively.

As of December 31, 2023 and 2022, the Company did not have any cash equivalents or restricted cash balances.

Accounts Receivable, Net

Accounts receivable, net is recorded at the invoiced amount and does not accrue interest. The allowance for credit losses is the Company’s estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines that allowance based upon a review of each receivable and all known factors that could affect collectability. These factors include but are not limited to a customer’s past payment performance, customer financial condition, general economic or industry conditions and disputes regarding the invoiced amount or regarding the product or service rendered. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses was $0.4 million and zero as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company’s accounts receivable included approximately $0.5 million and $1.1 million, respectively, of unbilled accounts receivable (see Note 14).

Inventories

Inventories consist of raw materials, work in process inventories, and finished goods. Inventories are stated at the lower of cost or net realizable value, with cost being determined on a

first-in,

first-out

basis. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. At the point of loss recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the newly established cost basis. Any write-downs of inventories are reflected as part of cost of revenue in the accompanying consolidated statement of operations.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight line method over the following estimated useful lives:


Computer equipment		3 – 5 years
Software		years
Furniture and fixtures		years
Office equipment		5 years
Vehicles		8 years
Leasehold improvements		Shorter of the related lease term or useful life

The Company capitalizes additions and improvements while repair and

maintenance

costs are expensed to operations as incurred. Upon retirement or sale of a fixed asset, the cost of the asset and related accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposal, is credited or charged as a gain or loss in the consolidated statements of operations.

Leases

The Company determines if an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement and if such a lease is classified as a financing lease or operating lease. Operating lease

right-of-use

(“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives. Lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company generally uses the base,

non-cancelable,

lease term when determining the lease assets and liabilities. As of December 31, 2023 and 2022, the Company had no finance leases.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. As the Company’s leases do not provide an implicit rate, the Company uses its collateralized incremental borrowing rate based on the information available at the lease commencement date, including any reasonably certain renewal lease term, in determining the present value of lease payments. Lease expense for these operating leases is recognized on a straight-line basis over the lease term and is reflected in the consolidated statements of operations in selling, general and administrative expenses. Payments under lease arrangements are primarily fixed, however, most lease agreements also contain variable payments. Variable lease payments are expensed as incurred and not included in the operating lease ROU assets and lease liabilities. These variable amounts primarily include payments for taxes, parking and common area maintenance.

The Company has made an accounting policy election not to recognize ROU assets and lease obligations for its short-term leases, which are defined as leases with an initial term of twelve months or less. However, the Company will recognize these lease payments in the consolidated statements of operations on a straight- line basis over the lease term and variable lease payments in the period in which the obligation is incurred. Lease payments for

month-to-month

leases are recognized as incurred.

Software Development Costs

Software development costs for software to be sold, leased, or marketed are accounted for in accordance with Accounting Standards Codification (“ASC”)

985-20,

Software — Costs of Software to be Sold, Leased or Marketed

. Under ASC

985-20,

software development costs incurred in creating software solutions are expensed until technological feasibility has been established and costs are determined to be recoverable. Thereafter, all software development costs incurred through the software’s general release date to customers are capitalized and subsequently recorded at the lower of amortized cost or net realizable value. To date, the establishment of technological feasibility of the Company’s software solutions has occurred shortly before the software’s general release date to customers. Additionally, amortization is calculated on a software feature-

by-feature

basis and the estimated economic life of a feature is one year. To date, the impact of capitalizing qualifying software development costs has been immaterial.

Internally Developed Software

Internally developed software costs for software to be used internally are accounted for in accordance with ASC

350-40,

Internal Use Software

. The Company capitalizes certain internal and external costs incurred during the application development stage of

internal-use

software projects until the software is ready for its intended use. Amortization of the asset commences when the software is complete and placed into service and is recorded in depreciation and amortization expense in the consolidated statements of operations. The Company amortizes

completed

internal-use

software over its estimated useful life of three years on a straight-line basis. Costs incurred during the planning, training and post-implementation stages of the software development life cycle are classified as technology costs as incurred and are reflected in the consolidated statements of operations in selling, general, and administrative expenses.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees primarily relating to the Company’s contemplated merger with BurTech (see Note 1) whereby the Company will become a public company, are capitalized and will be offset against proceeds upon the consummation of the offering within stockholders’ deficit. In the event an anticipated offering is terminated, deferred offering costs will be expensed. As of December 31, 2023 and 2022 there were $1.5 million and zero capitalized deferred offering costs on the consolidated balance sheets.

Impairment of Long Lived Assets

Whenever events or changes in circumstances indicate that the carrying amount of long lived assets may not be recoverable, the Company estimates the expected undiscounted future cash flows from the use of those assets and their eventual disposition (without any allocated debt financing charges). If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets

, th

e Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. For the years ended December 31, 2023 and 2022, the Company did not recognize any impairment expense related to its long-lived assets.

Embedded Derivative Evaluation

non-operating

income or expense.

Convertible Notes

The Company

accounts

for its convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into a variable number of shares of preferred stock at a fixed discount to the market price of the common stock at the time of conversion under ASU

Debt — Debt with Conversion and Other Options (Subtopic

470-20),

Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

and

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(ASU

2020-06).

The Company has elected to account for its convertible notes at fair value at each period end pursuant to ASC 825, Financial Instruments wherein changes in the fair value are recorded as change in fair value of convertible notes in the consolidated statements of operations.

Warrant Liabilities

The Company has issued freestanding warrants in connection with certain of its convertible debt agreements and preferred stock issuances which have been recorded as long-term liabilities in the consolidated balance sheets at their estimated fair value. At initial recognition, the warrants were recorded at their estimated fair value calculated using the Black-Scholes-Merton (“Black-Scholes”) option pricing model (see Note 9). The liability associated with these warrants is subject to remeasurement at each balance sheet date, with changes in fair value

recorded as change in the fair value of warrant liabilities in the consolidated statements of operations. The warrants will continue to be remeasured until the earlier of the expiration or exercise of the warrants. The warrants are recorded at fair value each reporting period using the Black- Scholes option pricing model.

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock has been classified outside of stockholders’ deficit, as mezzanine equity, due to the redemption option of the preferred stock shareholders (see Note 11). The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company has adjusted the carrying values of the redeemable convertible preferred stock, subsequent to the initial issuance date, to the redemption value of such shares because it is probable that the convertible preferred stock will become redeemable.

Revenue Recognition

The Company derives revenue from product sales, license and development arrangements, joint marketing arrangements and cloud services. The Company recognizes revenue under ASC Topic 606,

Revenue from Contracts with Customers

(ASC 606), in which it determines revenue recognition through the following steps:

Step 1: Identify the contract with the customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when the company satisfies a performance obligation.

The Company entered into a joint marketing arrangement with a subsidiary of a minority investor to expand hardware sales into a foreign market (see Note 14). The joint marketing arrangement is comprised of various performance obligations, including the providing of a dedicated engineer for customer engagement services and design activities, a stand-ready obligation to provide product support services as well as

co-

participation in marketing events, all of which occur over the term of the arrangement.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. An unbilled receivable is recorded when revenue is recognized prior to invoicing and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The following table is a rollforward of contract liabilities, which are included in accrued expenses and other current liabilities and other liabilities on the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands):


	2023			2022
Balance at January 1	$	1,830		$	250
Addition of deferred revenue		3,113			2,200
Recognition of revenue		(3,843	)		(620	)

Balance at December 31	$	1,100		$	1,830

The Company offers a standard assurance-type warranty to customers for hardware sales.

Research and Development

Costs related to the Company’s research and development (“R&D”) activities are expensed as incurred. R&D expense consists primarily of personnel costs for the Company’s R&D activities. R&D expense also includes costs associated with the design and development of the Company’s AI edge computing hardware and software.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of operations. Advertising costs were immaterial for the years ended December 31, 2023 and 2022, respectively.

Income Taxes

The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The Company uses the

asset-and-liability

method for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts and tax bases of assets and liabilities and operating loss and tax credit carryforwards and are measured using the enacted tax rates that are expected to be in effect when the differences reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established on a

jurisdiction-by-jurisdiction

basis when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.

The Company is subject to tax audits in various jurisdictions. The Company regularly assesses the likely outcomes of such audits in order to determine the appropriateness of liabilities for uncertain tax benefits. The Company accounts for uncertain tax positions based on an evaluation as to whether it is more likely than not that a tax position will be sustained upon audit, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the appropriate tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is based on the largest amount that is greater than 50% likely of being realized upon ultimate settlement. The Company includes interest expense and penalties related to its uncertain tax positions in income tax expense.

Stock-Based Compensation

The Company recognizes the cost of employee,

non-employee

consultants and

non-employee

The Company also grants RSUs to employees and

non-employee

consultants, which vest upon the satisfaction of both a service-based condition and a liquidity event condition, as defined. The fair value of restricted stock units is determined based on the Company’s estimated fair value of common stock at the date of grant. As of December 31, 2023 and 2022, the Company has not recorded any stock-based compensation expense associated with the RSUs as a liquidity event has not occurred. If a liquidity event occurs in the future, the Company will record cumulative stock-based compensation using the accelerated attribution method for those RSUs for which the service condition has been satisfied prior to the liquidity event, and the Company will record the remaining unrecognized stock-based compensation over the remainder of the requisite service period.

Forfeitures are recognized as they occur.

Fair Value Measurements

The Company determines fair value measurements used in its consolidated financial statements based upon the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (i) market participant assumptions developed based on market data obtained from independent sources (observable inputs), and (ii) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). ASC 820,

Fair Value Measurements

, requires fair value measurements be classified and disclosed in one of the following pricing categories:

Level

— This level consists of unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level

— This level consists of observable inputs other than the quoted prices included within Level 1, such as quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable or can be corroborated by observable market data, either directly or indirectly, for substantially the full term of the asset or liability.

Level

The carrying amounts of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued loss on purchase commitments and accrued expenses and other current liabilities approximate fair value because of their short-term maturities.

Foreign Currency

The Company’s reporting and functional currency is the United Stated dollar (“USD”). The local currencies of its foreign subsidiaries are the Indian rupee, British pound, or Philippine peso, however, the functional currency of its foreign subsidiaries is also the USD. Monetary assets and liabilities denominated in currencies other than USD are remeasured into USD at current exchange rates and nonmonetary assets and liabilities are measured at historical exchange rates. Revenues, cost of revenues, and operating expenses are remeasured at the average exchange rates in effect during each reporting period. The resulting transaction gains or losses are recognized in other income (expense), net, in the consolidated statements of operations. During the year ended December 31, 2023, foreign currency transaction gain was immaterial. During the year ended December 31, 2022, foreign currency transaction loss of $0.1 million was included in other income (expense), net in the consolidated statements of operations.

Concentration of Credit Risk

The Company’s cash accounts in a financial institution may at times exceed the Federal Depository Insurance coverage of $250,000.

The Company is exposed to credit risk in the event of nonpayment by customers up to the amounts recorded on the consolidated balance sheets. The Company manages its accounts receivable credit risk through ongoing credit evaluation of its customers’ financial conditions.

As of December 31, 2023, one customer accounted for approximately 98% of the Company’s accounts receivable. As of December 31, 2022, two customers accounted for approximately 58% and 41% of the Company’s accounts receivable (see Note 14).

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. For the year ended December 31, 2023, one customer, a related party, accounted for nearly 100% of the Company’s revenue. For the year ended December 31, 2022, two customers accounted for approximately 71% and 20% of the Company’s revenue, one of which is a related party (see Note 14).

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the

two-class

method required for participating securities. The

two-class

method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such stock to participate in dividends but do not contractually require the holders of such stock to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, such losses are not allocated to such participating securities.

Segment Reporting

Emerging Growth Company Status

The Company is expected to be an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Adopted Accounting Pronouncements

In March 2022, the FASB issued ASU

2022-02,

Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

. This ASU eliminates the accounting guidance for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancing and

restructurings by creditors made to borrowers experiencing financial difficulty. The amendments also require disclosure of current period gross write-offs by year of origination for financing receivables. For organizations that have adopted ASU

2016-13,

ASU

2022-02

is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that haven’t yet adopted ASU

2016-13,

the effective dates for ASU

2022-02

are the same as the effective dates in ASU

2016-13.

The Company adopted this standard as of January 1, 2023. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

, which amends ASC 326 to add, remove, and clarify disclosure requirements related to credit losses of financial instruments. The guidance introduces a new “expected loss” impairment model which applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans,

held-to-maturity

debt securities and other financial assets. Entities are required to estimate expected credit losses over the life of financial assets and record an allowance against the assets’ amortized cost basis to present them at the amount expected to be collected. Additionally, the guidance amends the impairment model for available for sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on such debt security is a credit loss. The Company adopted this standard as of January 1, 2023. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements — Not Yet Adopted

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

. This ASU enhances the transparency and decision usefulness of income tax disclosures. This guidance is effective for the Company beginning on January 1, 2025, and early adoption is permitted although the Company does not plan to early adopt. The Company does not expect the adoption to have a material impact on its consolidated financial statements.

In November 2023, the FASB issued ASU

2023-07,

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance is effective for the fiscal year ending December 31, 2024 and interim periods within fiscal years beginning January 1, 2025. Early adoption is permitted although the Company does not plan to early adopt. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

In June 2022, the FASB issued ASU

2022-03,

Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

. This ASU clarifies guidance in Topic 820 and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. This guidance is effective for the Company beginning on January 1, 2025 and early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU

2021-08,

Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

. The FASB issued authoritative guidance that clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. This guidance is effective for the Company beginning on January 1, 2024 and should be applied prospectively to business combinations occurring on or after the effective date of the amendments.

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which

include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on

Form 10-K

as of and for the year ended December 31, 2023.

Revision to Prior Financial Statements

On December 11, 2023, the Company converted 9,487,495 Class B Shares to Class A Shares. In prior financial statements it was reflected that 9,487,500 were transferred from Class B shares to Class A shares. This revision only impacts the condensed consolidated statements of equity whereas 5 shares are shown as Class B Shares and Class A shares are shown as 9,487,495. There are no other impacts to the Company’s financials.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making

estimates requires

management

to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of fair value of the warrant liabilities and the derivative liability — Backstop Subscription Agreement. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had no cash and no cash equivalents. At September 30, 2024 and December 31, 2023, the Company also had $66,621 and $843,313 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved to the payment of taxes.

Investments Held in Trust Account

At September 30, 2024 and December 31, 2023, the

Company

had $49,915,251 and $71,432,177 (as of December 31, 2023, $24,539,002 of this amount was restricted for redeeming shareholders, which were redeemed in December 2023 and subsequently distributed in January 2024.) respectively, in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2024 and December 31, 2023, 4,345,663 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1,

SEC Staff Accounting bulletin Topic 5A — “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T — “Accounting for Expenses

or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $16,919,619 as a result of the IPO (consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred underwriting fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467

other offering costs).

Income Taxes

The Company accounts for income

taxes

under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be

more-likely-than-not

to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to income taxes and unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. During the three and nine months ended September 30, 2024, the Company’s provision for income taxes included $41,498 for interest and penalties. The $41,498 is included in income taxes payable on the Company’s condensed balance sheets as of September 30, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company’s effective tax rate was (16.22)% and 98.16% for the three months ended September 30, 2024 and 2023, respectively, and (37.57)% and 36.23% for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21% due to the valuation allowance on the deferred tax assets and the deductibility of penalties on tax obligations and merger and acquisition costs.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on

ASC 740-270-25-3

which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that

can impact its annualized book income and its

impact

on the

effective

tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2024.

Net (Loss) Income Per Common Stock

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250 potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net income or loss per common stock is the same as basic net income or loss per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income or loss per share for each class of common stock:


	For the Three Months Ended September 30, 2024								For the Three Months Ended September 30, 2023
	Class A			Class A and B			Class B		Class A				Class B
	Redeemable common stock			Non-redeemable common stock			Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(251,051	)	$	(624,902	)	$	—	$	1,278	$	256	$	1,828
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663			10,817,000			—		6,630,703		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.06	)	$	(0.06	)	$	—	$	0.00	$	0.00	$	0.00


	For the Nine Months Ended September 30, 2024								For the Nine Months Ended September 30, 2023
	Class A			Class A and B			Class B		Class A				Class B
	Redeemable common stock			Non-redeemable common stock			Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(426,121	)	$	(1,060,678	)	$	—	$	883,994	$	97,458		695,474
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663			10,817,000			—		12,059,248		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.10	)	$	(0.10	)	$	—	$	0.07	$	0.07	$	0.07

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At September 30, 2024 and December 31, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to its short-term nature.

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

•

Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

•

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Derivative Liabilities — Backstop Subscription Agreement

The Company accounts for its Backstop Subscription Agreement (see Note 6) in accordance with the guidance contained in ASC

815-40,

“Derivatives and Hedging”, under which the Backstop Subscription Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the Backstop Subscription Agreement as a liability at its fair value and adjusts the Backstop Subscription Agreement to fair value at each reporting period. This liability is subject to

re-

measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations. The Backstop Subscription Agreement is valued using a Probability Weighted Expected Return Method (“PWERM”).

Warrant Classification

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company’s has analyzed the warrants issued in the Initial Public Offering (“Public Warrants”) and warrants included in the Private Placement Units (the “Private Warrants”) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06

eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. As a smaller reporting company, ASU

2020-06

is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU

2020-06

would have on its financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU

2023-09),

which requires disclosure of incremental income tax information within the rate

reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09

is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU

2023-09

will have a material impact on its financial statements and disclosures.

In June 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-13

—

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU

2016-13

on January 1, 2023. The adoption of ASU

2016-13

did not have a material impact on its condensed consolidated financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement.

NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

that apply to

non-emerging

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2023 and 2022, the Company had $0 and $22,232 in cash, respectively, and no cash equivalents. At December 31, 2023 and 2022, the Company also had $843,313 and $0 of restricted cash, respectively, related to funds withdrawn from the Trust Account reserved to the payment of taxes.

Investments Held in Trust Account

At December 31, 2023 and 2022, the Company had $71,432,177 (as of December 31, 2023, $24,539,002 of this amount was restricted for redeeming shareholders, which were redeemed in December 2023 and subsequently distributed in January 2024.) and $295,802,694, respectively, in investments held in the Trust Account, which primarily consist of investments in mutual funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Common Stock Subject to Possible Redemption

Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 4,345,663 and 28,750,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively.

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1,

SEC Staff Accounting bulletin Topic 5A — “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $16,919,619 as a result of the IPO (consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred underwriting fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467 of other offering costs).

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.

more-likely-than-not

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net Income Per Common Stock

potential common stocks for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti- dilutive. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock:


	For the Year Ended December 31, 2023						For the Year Ended December 31, 2022
	Class A				Class B		Class A				Class B
	Redeemable common stock		Non-redeemable common stock		Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	660,301	$	112,586	$	566,255	$	1,216,069	$	56,235	$	401,303
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,578,271		1,803,670		9,071,610		28,750,000		1,329,500		9,487,500
Basic and diluted net income per share	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

•

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. As a smaller reporting company, ASU

2020-06

would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2023.

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU

2023-09),

which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU

2023-09

is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU

2023-09

will have a material impact on its financial statements and disclosures.

In June 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-13

—

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

This

update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU

2016-13

on January 1, 2023. The adoption of ASU

2016-13

did not have a material impact on its consolidated financial statements.

Warrant Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Warrant Liabilities [Abstract]

Warrant Liabilities

Note 8. Warrant Liabilities

P2P Warrants:

Certain investors who invested in the P2P Notes (see Notes 7 and 13) also received P2P Warrants for no additional consideration resulting in the allocation of proceeds between the P2P Notes and P2P Warrants (see Notes 7 and 13).

Under the terms of the 2022 P2P NPA and related warrant agreements, the P2P Warrants will be exercisable, in whole or in part, during the term commencing on the date of issuance through the three-year anniversary of the date of issuance. The number of Warrants each Lender is entitled to is based on the timing of the Lender’s investment as well as the Lender’s amount of funding, wherein the “Conversion Shares” is defined as the type of equity shares to be issued in the future upon conversion of the P2P Notes. The total number of

warrants ranges from 20% to 40% of the total Conversion Shares to be issued for Lenders who invest at or less then their pro rata portion and for Lenders who invest above their pro rata portion, the total number of warrant shares is an additional

% to

% of a calculated incremental number of shares over the designated pro rata portion.

During 2023, in connection with the additional issuance of P2P notes, 336,950 Series D Shadow Preferred Stock warrants were reinstated at a fair value of approximately $61,000 (see Note 7) and reclassified from equity to warrant liability.

Upon exercise, these P2P Warrants will enable the Lenders to purchase Conversion Shares at a price (“Conversion Price”) determined based on when P2P Warrants are exercised and shall no longer be exercisable and become null and void upon 10 days prior to the consummation of the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form

S-1

under the Securities Act of 1933 (an “IPO”), acquisition by a Special Purpose Acquisition Company (a “SPAC Transaction”) and a defined liquidity event. The P2P Warrants have a fixed total exercise price known at inception (based on the amount of consideration paid by each Lender) and upon exercise will be settled in a variable number of the Conversion Shares. The P2P Warrants are legally detachable and separately exercisable from the P2P Convertible Notes. The Company accounts for the P2P Warrants as liabilities measured at fair value with subsequent changes in fair value recognized in earnings (see Note 4).

Effective February 28, 2024 the Series D Shadow Preferred Stock warrants expired unexercised.

2023 Convertible Note Warrants:

Investors in the 2023 Convertible Notes received warrants (“2023 Convertible Note Warrants”) exercisable upon the earliest to occur of a Next Equity Financing Conversion, Maturity Conversion, SPAC Conversion or Corporate Transaction, as defined, and expire, prior to the Amendment in April 2024 (see below), ten years from issuance (see Note 13). The 2023 Convertible Note Warrants were granted for no additional consideration resulting in the allocation of proceeds between the 2023 Convertible Note and 2023 Convertible Note Warrants (see Notes 7 and 13).

On April 22, 2024, as part of the Blaize, BurTech Merger Sub Inc., and Burkan amended the original Merger Agreement to make certain adjustments in connection with the Blaize Note Financing (see Note 7) and additional adjustments related to warrant financing including an increase in the base purchase price and changes to certain definitions and terms.

Under the terms of the April 2024 amendment, the number of warrant shares issuable upon exercise is equal to the quotient obtained by dividing (i) 25% or 10% (the higher percentage which applies only to investors who purchased a convertible note on or before July 3, 2023) of the original principal amount of the corresponding note by (ii) (y) with respect to a Next Equity Financing Conversion, Maturity Conversion, or a SPAC Conversion, the Exercise Price (as defined herein) or (z) with respect to a Corporate Transaction, a per share price equal to the value of the consideration payable to the holder of each share of common stock of the Company. The Exercise price is defined as follows:

•

With respect to a Next Equity Financing Conversion, the per share issue price by new money investors for the equity securities;

•

With respect to a Maturity Conversion, a per share price mutually agreed upon by the Company and the Requisite Noteholders;

•

With respect to a SPAC Conversion, $11.50 per share and

•

With respect to a Corporate Transaction, the Corporate Transaction Exercise Price, as defined

Additionally, the expiration date of the warrants was changed from 10 years to 5 years from the original date of issuance.

The 2023 Convertible Note Warrants are legally detachable and separately exercisable from the 2023 Convertible Notes. The Company accounts for the 2023 Convertible Note Warrants as liabilities measured at fair value with subsequent changes in fair value recognized in earnings.

Other Warrants:

In conjunction with the December 22, 2023 Merger Agreement, the Company entered into a

pre-

funded warrant agreement (the “Burkhan

Pre-funded

Warrant”) with one of the parties to the Merger. The Burkhan

Pre-funded

Warrant is only exercisable at the closing of the Merger and becomes null and void if the Merger Agreement is terminated. The Burkhan

Pre-funded

Warrant provides for the issuance of a sufficient number of Company common stock shares that would allow the warrant holder to acquire BurTech Class A common Stock upon the closing of the Merger. The maximum number of BurTech Class A Common Stock to be received under the Burkhan

Pre-funded

Warrant is 6,833,333, wherein a portion of this total share amount is subject to reduction, depending on the Available Acquiror Cash, as defined in the Merger Agreement, at closing. Pursuant to the terms of the Burkhan

Pre-Funded

Warrant, in no case would the holder receive less than 2,500,000 shares of BurTech Class A common stock at closing.

On April 22, 2024, the Company amended and restated the Burkhan

Pre-funded

Warrant to reduce the number of BurTech Class A common stock shares to which the holder is entitled upon exchange of the Company common shares issuable upon exercise of the warrant. The number of BurTech Class A common stock shares was reduced from a maximum of 6,833,333 share to a fixed 2,000,000 shares. This amendment, in turn, reduces the applicable number of Company common shares to be issued to the holder upon exercise. Additionally, in conjunction with its participation in the Blaize Note Financing Agreement, one of the RT Parties received a new and separate prefunded warrant (the “Ava

Pre-funded

Warrant”) with an exercise price of $45,000 that entitles the RT Party investor to receive 4,500,000 shares of BurTech Class A common stock, also via the issuance of Company common shares upon exercise that are subject to exchange into BurTech Class A common stock upon the closing of the Merger. The fair value of the newly issued Ava

Pre-

funded Warrant of $0.5 million was recognized as a debt financing charge on 2023 convertible notes during the nine month period ended September 30, 2024.

All of the Company’s warrants exercisable into preferred stock are classified as liabilities requiring ongoing remeasurement at fair value.

As of September 30, 2024 and December 31, 2023, outstanding warrants consisted of the following (in thousands):


				Number of warrant shares at						Approximate fair value at
Warrant Type:	Exercise Price			September 30, 2024			December 31, 2023			September 30, 2024		December 31, 2023
Series D Shadow Preferred Warrants	$	10.44			—			338,495		$	—	$	3
Series D-2 Shadow Preferred Warrants	$	4.97			756,172			756,172			406		894
Pay-to-Play Warrants			(a)			(a)			(a)		927		976
Convertible Notes Warrants – 2023			(c)			(c)			(c)		5,314		1,352
Common stock warrants (b)	$	104.43			—			2,063			—		—
Pre-funded common stock warrants (d)	$	0.01				(d)			(d)		341		505
Pre-funded common stock warrants (e)	$	100.00				(e)		—			767		—

					756,172			1,096,730		$	7,755	$	3,730

(a)

(b)

(c)

(d)

(e)	Total exercise price is $45,000. As of September 30, 2024, the number of warrant shares to be issued in the form of BurTech Class A Common stock is a fixed 4,500,000 shares.

Assumptions used in the Black-Scholes option pricing model to fair value the Shadow Series D warrants reinstated January 2023 and the assumptions used to fair value the Shadow Series D and Shadow Series

D-2

preferred stock warrants as of the respective reporting period were as follows:

At issuance:

Issued during the nine months ended September 30, 2024 and 2023:


	Series D-2 Shadow Preferred Stock Warrant Reinstatement
	Issued in 2024		Issued in 2023
Risk-free interest rate		NA		4.65	%
Expected life, in years		NA		1.11
Expected volatility		NA		65.00	%
Dividend yield		NA		0.00	%
Fair value of preferred stock		NA	$	4.01

As of September 30, 2024 and December 31, 2023:


	Series D-2 Shadow Preferred Stock Warrants						Series D Shadow Preferred Stock Warrants
	September 30, 2024			December 31, 2023			December 31, 2023
Risk-free interest rate		3.98	%		4.51	%		5.50	%
Expected life, in years		0.97			1.72			0.16
Expected volatility		57.95	%		52.50	%		52.50	%
Dividend yield		0.00	%		0.00	%		0.00	%
Fair value of preferred stock	$	3.78		$	4.19		$	5.76

%, and

% warrant percentages, respectively.

At issuance:

Issued during the nine months ended September 30, 2024 and 2023:


	Warrants issued with P2P Convertible Notes
	Issued in 2024		Issued in 2023
Risk-free interest rate		NA	4.54% – 4.79%
Expected life, in years		NA	1.0 – 1.44 years
Expected volatility		NA	61.2% – 62.3%
Dividend yield		NA	0.00%
Fair value of preferred stock		NA	$4.16
Fair value of common stock		NA	$0.74

As of September 30, 2024 and December 31, 2023:


	Warrants issued with 2022 P2P Notes
	September 30, 2024	December 31, 2023
Risk-free interest rate	3.66% – 4.38%	4.54% – 4.79%
Expected life, in years	0.50 – 2.00 years	1.0 – 1.44 years
Expected volatility	69.8% – 71.6%	61.2% – 62.3%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$4.03	$4.16
Fair value of common stock	$0.92	$0.74

The 2023 Convertible Note Warrants, issued in 2023 and in January and February of 2024 were valued using the Black-Scholes option pricing model probability-weighted for future event scenarios as defined in the 2023 Convertible Note NPA. The exercise price is a floating exercise price, thus, was estimated using a Monte Carlo simulation model. The following summarizes additional related valuation assumptions:

At issuance:

Issued during the nine months ended September 30, 2024 and 2023:


	Warrants issued with 2023 Convertible Notes
	Issued in 2024	Issued in 2023
Risk-free interest rate	3.86% – 5.55%	NA
Expected life, in years	0.36 – 5.00 years	NA
Expected volatility	61.2% – 73.0%	NA
Dividend yield	0.00%	NA
Fair value of preferred stock	$4.16 – $4.43	NA
Fair value of common stock	$0.74 – $0.81	NA

As of September 30, 2024 and December 31, 2023:


	Warrants issued with 2023 Convertible Notes
	September 30, 2024	December 31, 2023
Risk-free interest rate	3.58% – 4.93%	3.88% – 5.26%
Expected life, in years	0.08 – 4.72 years	0.51 – 9.51 years
Expected volatility	66.3% – 73.2%	61.2% – 62.8%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$ 4.03	$ 4.16
Fair value of common stock	$ 0.92	$ 0.74

The fair value of the

pre-funded

common stock warrants has been estimated based on a probability- weighted approach of scenarios, including the scenarios that the Merger will and will not be consummated.

As of September 30, 2024, no Company warrants have been exercised.

Note 9. Warrant Liabilities

Preferred Stock Warrants:

In September 2022, in connection with issuance of Series

D-2

convertible preferred stock, the Company issued warrants to purchase up to 756,172 shares of Series

D-2

convertible preferred stock. These Series

D-2

warrants are exercisable at $4.9717 per share and expire in September 2025. The preferred stock warrants were valued using the Black-Scholes method, resulting in a total of $1.6 million allocated from the proceeds of the Series

D-2

Preferred Stock.

On November 30, 2022, in connection with the Company’s conversion of preferred stock into common stock and related reverse stock split (see Notes 2, 8 and 11), preferred stock warrants exercisable for shares of the Company’s Series D and Series

D-2

Preferred Stock outstanding prior to this stock conversion (the “Existing Warrants”) became exercisable into shares of the Converted Common stock, each with the number of shares and the per share exercise price subject to the appropriate adjustment to reflect common stock (as adjusted for the reverse stock split) instead of preferred stock. Upon conversion to common stock warrants, the warrant liability was revalued as of the conversion date and reclassified into equity (see Note 4). The warrants exercisable into Converted Common retained all other terms and conditions of the Existing Warrants. All preferred stock warrants exercisable into Series

D-2

Preferred Stock were automatically reinstated as warrants exercisable into Series

D-2

Shadow Preferred Stock. Investors in the P2P Notes who previously held Series D preferred stock warrants were also eligible for a Pull-Through exchange of their Converted Common warrants (held just prior to their P2P investment) into Series D Shadow preferred stock warrants. As of December 31, 2022, 1,545 Series D Shadow Preferred Stock warrants were issued whose fair value was not material.

P2P Warrants:

Certain investors who invested in the P2P Notes (see Notes 8 and 14) also received P2P Warrants for no additional consideration resulting in the allocation of proceeds between the P2P Notes and P2P Warrants.

Under the terms of the P2P NPA and related warrant agreements, the 2022 P2P Warrants will be exercisable, in whole or in part, during the term commencing on the date of issuance through the three-year anniversary of the date of issuance. The number of Warrants each Lender is entitled to is based on the timing of the Lender’s investment as well as the Lender’s amount of funding, wherein the “Conversion Shares” is defined as the type of equity shares to be issued in the future upon conversion of the P2P Notes. The total number of warrants ranges from 20% to 40% of the total Conversion Shares to be issued for Lenders who invest at or less then their pro rata portion and for Lenders who invest above their pro rata portion, the total number of warrant shares is an additional 10% to 20% of a calculated incremental number of shares over the designated pro rata portion.

During 2023, in connection with the additional issuance of P2P Notes, 336,950 Series D Shadow Preferred Stock warrants were reinstated at a fair value of approximately $61,000 (see Note 8) and reclassified from equity to warrant liability.

S-1

2023 Convertible Note Warrants:

Investors in the 2023 Convertible Notes received warrants (“2023 Convertible Note Warrants”) exercisable upon the earliest to occur of a Next Equity Financing Conversion, Maturity Conversion, SPAC Conversion or Corporate Transaction, as defined, and expire five years from issuance (see Note 14). The 2023 Convertible Note Warrants were granted for no additional consideration resulting in the allocation of proceeds between the 2023 Convertible Note and 2023 Convertible Note Warrants (see Notes 8 and 14).

The number of warrant shares issuable upon exercise is equal to the quotient obtained by dividing (i) 25% or 10% (the higher percentage which applies only to investors who purchased a convertible note on or before July 3, 2023) of the original principal amount of the corresponding note by (ii) (y) with respect to a Next Equity Financing Conversion, Maturity Conversion, or a SPAC Conversion, the Exercise Price (as defined herein) or (z) with respect to a Corporate Transaction, a per share price equal to the value of the consideration payable to the holder of each share of common stock of the Company. The Exercise price is defined as follows:

•

With respect to a Next Equity Financing Conversion, the per share issue price by new money investors for the equity securities;

•

With respect to a Maturity Conversion, a per share price mutually agreed upon by the Company and the Requisite Noteholders;

•

With respect to a SPAC Conversion, $11.50 per share; and

•

With respect to a Corporate Transaction, the Corporate Transaction Exercise Price, as defined

Other Warrants:

In conjunction with the December 22, 2023 Merger Agreement, the Company entered into a

pre-

funded warrant agreement (the

“Pre-funded

Warrant”) with one of the parties to the Merger. The

Pre-

funded Warrant is only exercisable at the closing of the Merger and becomes null and void if the Merger Agreement is terminated. The

Pre-funded

Pre-Funded

Warrant, in no case would the holder receive less than 2,500,000 shares of BurTech Class A common stock at closing.

All of the Company’s warrants exercisable into preferred stock are classified as liabilities requiring ongoing remeasurement at fair value. As of December 31, 2023 and 2022, outstanding warrants consisted of the following (in thousands):


					Number of warrant shares at December 31								Approximate fair value at December 31
Warrant Type:	Exercise Price				2023				2022				2023		2022
Series D Shadow Preferred Warrants	$	10.44				338,495				1,545			$	3	$	4
Series D-2 Shadow Preferred Warrants	$	4.97				756,172				756,172				894		203
Pay-to-Play Warrants			(a	)			(a	)			(a	)		976		322
Convertible Notes Warrants – 2023			(c	)			(c	)		—				1,352		—
Common stock warrants (b)	$	104.43				2,063				35,754				—		—
Pre-funded common stock warrant (d)	$	0.01					(d	)		—				505		—

						1,096,730				793,471			$	3,730	$	529

(a)

(b)

Common stock warrants represent prior Series D Preferred Warrants which were converted in November 2022 to common stock warrants following the Company’s conversion event, as adjusted for the related reverse stock split. These common stock warrants are classified in equity as of December 31, 2022. During January 2023, 336,950 of the Series D Preferred Warrants were reinstated upon the investor participating in the P2P Note extension.

(c)

(d)

Assumptions used in the Black-Scholes option pricing model to fair value the Series D, Shadow Series D, Series

D-2

and Shadow Series

D-2

preferred stock warrants at issuance and as of the respective year end were as follows:

At issuance:

Specific to 2023:


	Series D Shadow Preferred Stock warrant reinstatement
Risk-free interest rate		4.65	%
Expected life, in years		1.11
Expected volatility		65.00	%
Dividend yield		0.00	%
Fair value of preferred stock	$	4.01

Specific to 2022:


	Series D-2 Preferred Stock Warrants			Series D Preferred Stock Warrants
	Warrants issued with Series D-2 preferred stock			Warrants issued with convertible debt			Warrants issued with preferred stock
Risk-free interest rate		3.90	%		0.25	%		0.43	%
Expected life, in years		3.00			3.00			2.30
Expected volatility		60.50	%		65.00	%		56.90	%
Dividend yield		0.00	%		0.00	%		0.00	%
Fair value of preferred stock	$	4.97		$	10.44		$	10.44

As of December 31, 2023 and 2022:


	Series D-2 Shadow Preferred Stock Warrants						Series D Shadow Preferred Stock Warrants
	December 31						December 31
	2023			2022			2023			2022
Risk-free interest rate		4.51	%		4.13	%		5.50	%		4.73	%
Expected life, in years		1.72			2.81			0.16			1.25
Expected volatility		52.50	%		60.50	%		52.50	%		65.00	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Fair value of preferred stock	$	4.19		$	1.81		$	5.76		$	3.57

At issuance:


	Warrants issued with P2P Notes
	2023	2022
Risk-free interest rate	4.09% – 4.65%	4.41% – 4.73%
Expected life, in years	1.0 – 1.94 years	1.0 – 1.94 years
Expected volatility	66.6% – 71.6%	67.00%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$1.51	$1.51
Fair value of common stock	$0.46	$0.46

As of December 31, 2023 and December 31, 2022:


	Warrants issued with P2P Notes
	2023	2022
Risk-free interest rate	4.54% – 4.79%	4.41% – 4.73%
Expected life, in years	1.0 – 1.44 years	1.0 – 1.94 years
Expected volatility	61.2% – 62.3%	67.00%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$4.16	$1.51
Fair value of common stock	$0.74	$0.46

The 2023 Convertible Note Warrants were valued using the Black-Scholes option pricing model probability-weighted for future event scenarios as defined in the 2023 Convertible Note NPA. The exercise is a floating exercise price, thus, was estimated using a Monte Carlo simulation model. The following summarizes additional related valuation assumptions:


	Warrants issued with 2023 Convertible Notes
	December 31, 2023	At Inception
Risk-free interest rate	3.88% – 5.26%	3.86% – 5.43%
Expected life, in years	0.51 – 9.51years	1.0 – 10.0years
Expected volatility	61.2% – 62.8%	60.1% – 65.1%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	$4.16	$4.18
Fair value of common stock	$0.74	$0.44

The fair value of the

pre-funded

common stock warrants has been estimated based on a probability- weighted approach of scenarios, including the scenarios that the Merger will and will not be consummated.

As of December 31, 2023, no Company warrants have been exercised.

Common stock and Stock-Based Compensation-Summary Of Company Recorded Stock-Based Compensation Expense For Stock Options (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 360	$ 286	$ 1,042	$ 450	$ 2,483	$ 1,245
Research and Development Expense [Member]
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	189	64	539	194	372	487
Selling, General and Administrative Expenses [Member]
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 171	$ 222	$ 503	$ 256	$ 2,111	$ 758

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 272
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27)(b))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

Supplementary Balance Sheet Information - Schedule of Accrued Compensation (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Disclosure Text Block Supplement [Abstract]
Vacation	$ 1,457	$ 804	$ 789
Employee benefits	1,039	724	704
401K payable	553	215	189
Salaries and Wages	201	113	129
Other	76	82	93
Total accrued compensation	$ 3,326	$ 1,938	$ 1,904

Revenue - Summary Of Revenue Information By Geographical Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Revenue Information By Geographical Region [Line Items]
Total revenue	$ 781	$ 571	$ 1,553	$ 3,442	$ 3,856	$ 3,841
United States
Revenue Information By Geographical Region [Line Items]
Total revenue	778	565	1,214	3,430	3,848	2,728
Canada
Revenue Information By Geographical Region [Line Items]
Total revenue					0	777
Japan
Revenue Information By Geographical Region [Line Items]
Total revenue	0	2	333	4	4	268
Korea
Revenue Information By Geographical Region [Line Items]
Total revenue	0	4	0	4	4	55
Others
Revenue Information By Geographical Region [Line Items]
Total revenue	$ 3	$ 0	$ 6	$ 4	$ 0	$ 13

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Schedule Of Potentially Dilutive Securities

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Revenues [Abstract]
Total revenue	$ 781,000	$ 571,000	$ 1,553,000	$ 3,442,000	$ 3,856,000	$ 3,841,000
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization)	476,000	217,000	1,039,000	1,490,000	3,656,000	3,035,000
Research and development	5,799,000	3,912,000	15,765,000	14,168,000	18,115,000	24,302,000
Selling, general and administrative	5,546,000	3,698,000	14,538,000	11,108,000	17,303,000	15,665,000
Depreciation and amortization	251,000	651,000	688,000	1,706,000	2,040,000	2,751,000
Loss on purchase commitments	0	116,000	0	349,000	1,165,000	5,043,000
Transaction costs	77,000	6,000	163,000	24,000	105,000	3,261,000
Total costs and expenses	12,149,000	8,600,000	32,193,000	28,845,000	42,384,000	54,057,000
Loss from operations	(11,368,000)	(8,029,000)	(30,640,000)	(25,403,000)	(38,528,000)	(50,216,000)
Other income (expense), net:
Pay-to-Play financing charge	0	0	0	(30,637,000)	(35,832,000)	(55,853,000)
Debt financing charge on convertible notes	0	(2,640,000)	(464,000)	(2,640,000)	(3,145,000)	0
Interest expense from the amortization of discount on convertible notes					0	(1,183,000)
Provision for income taxes	(55,000)	12,000	(348,000)	85,000	598,000	(534,000)
Other income (expense), net	1,273,000	(2,000)	1,677,000	12,000	(255,000)	93,000
Gain on Paycheck Protection Program loan forgiveness					0	1,073,000
Gain (loss) on foreign exchange transactions	31,000	(23,000)	(62,000)	10,000	50,000	(145,000)
Loss on extinguishment of convertible notes					0	(52,000)
Change in fair value of convertible notes	(15,398,000)	(1,639,000)	(25,921,000)	(3,546,000)	(9,532,000)	(500,000)
Change in fair value of warrant liabilities	(90,000)	327,000	1,255,000	(745,000)	(945,000)	2,687,000
Total other expense	(14,184,000)	(3,977,000)	(23,515,000)	(37,546,000)	(49,659,000)	(53,880,000)
Total loss before income taxes	(25,552,000)	(12,006,000)	(54,155,000)	(62,949,000)	(88,187,000)	(104,096,000)
Provision for (benefit from) income taxes	55,000	(12,000)	348,000	(85,000)	(598,000)	534,000
Net loss	$ (25,607,000)	$ (11,994,000)	$ (54,503,000)	$ (62,864,000)	(87,589,000)	(104,630,000)
Deemed dividend on preferred stock, change in redemption value and effect of exchange of preferred stock					0	(1,825,000)
Net loss allocable to common stockholders					$ (87,589,000)	$ (106,455,000)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (1.47)	$ (3.38)	$ (3.12)	$ (17.7)	$ (20.79)	$ (73.67)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (1.47)	$ (3.38)	$ (3.12)	$ (17.7)	$ (20.79)	$ (73.67)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	17,478,371	3,551,881	17,466,606	3,551,881	4,213,244	1,445,089
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	17,478,371	3,551,881	17,466,606	3,551,881	4,213,244	1,445,089
Hardware revenue
Revenues [Abstract]
Total revenue	$ 23,000	$ 16,000	$ 28,000	$ 16,000	$ 16,000	$ 865,000
Related Party [Member] \| Engineering services revenue
Revenues [Abstract]
Total revenue	758,000	555,000	1,525,000	3,426,000	3,840,000	2,722,000
Related Party [Member] \| Other services revenue
Revenues [Abstract]
Total revenue					0	254,000
Class A common stock subject to redemption
Other income (expense), net:
Net loss allocable to common stockholders	$ (251,051)	$ 1,278	$ (426,121)	$ 883,994
Basic net (loss) income per common stock (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07
Diluted net (loss) income per common stock (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	4,345,663	6,630,703	4,345,663	12,059,248
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	4,345,663	6,630,703	4,345,663	12,059,248
Non-redeemable Class A common stock
Other income (expense), net:
Net loss allocable to common stockholders		$ 256		$ 97,458
Basic net (loss) income per common stock (in dollars per share)		$ 0		$ 0.07
Diluted net (loss) income per common stock (in dollars per share)		$ 0		$ 0.07
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)		1,329,500		1,329,500
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)		1,329,500		1,329,500
BURTECH ACQUISITION CORP.
Costs and expenses:
Total costs and expenses	$ 1,252,114	$ 677,703	$ 2,370,006	$ 1,885,697	3,040,539	1,320,997
Franchise Tax Expense	50,000	50,000	156,259	294,271	344,271	202,932
Loss from operations	(1,302,114)	(727,703)	(2,526,265)	(2,179,968)	(3,384,810)	(1,523,929)
Other income (expense), net:
Interest income earned on Trust	638,323	910,391	1,892,313	4,809,802	5,751,596	3,989,294
Provision for income taxes	(122,233)	(179,326)	(406,071)	(952,909)	(1,027,644)	(791,758)
Change in fair value of derivative liability - Backstop Subscription Agreement	(89,929)		(446,776)
Total other expense	548,394	910,391	1,445,537	4,809,802	5,751,596	3,989,294
Total loss before income taxes	(753,720)	182,688	(1,080,728)	2,629,834	2,366,786	2,465,365
Provision for (benefit from) income taxes	122,233	179,326	406,071	952,909	1,027,644	791,758
Net loss	$ (875,953)	$ 3,362	$ (1,486,799)	$ 1,676,925	$ 1,339,142	$ 1,673,607
BURTECH ACQUISITION CORP. \| Class A common stock subject to redemption
Other income (expense), net:
Basic net (loss) income per common stock (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07	$ 0.06	$ 0.04
Diluted net (loss) income per common stock (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07	$ 0.06	$ 0.04
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	4,345,663	6,630,703	4,345,663	12,059,248	10,578,271	28,750,000
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	4,345,663	6,630,703	4,345,663	12,059,248	10,578,271	28,750,000
BURTECH ACQUISITION CORP. \| Non-redeemable Class A common stock
Other income (expense), net:
Basic net (loss) income per common stock (in dollars per share)					$ 0.06	$ 0.04
Diluted net (loss) income per common stock (in dollars per share)					$ 0.06	$ 0.04
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)					1,803,670	1,329,500
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)					1,803,670	1,329,500
BURTECH ACQUISITION CORP. \| Non-redeemable Class A and Class B
Other income (expense), net:
Basic net (loss) income per common stock (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07
Diluted net (loss) income per common stock (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	10,817,000	1,329,500	10,817,000	1,329,500
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	10,817,000	1,329,500	10,817,000	1,329,500
BURTECH ACQUISITION CORP. \| Class B Common Stock
Other income (expense), net:
Basic net (loss) income per common stock (in dollars per share)		$ 0		$ 0.07	$ 0.06	$ 0.04
Diluted net (loss) income per common stock (in dollars per share)		$ 0		$ 0.07	$ 0.06	$ 0.04
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)		9,487,500		9,487,500	9,071,610	9,487,500
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)		9,487,500		9,487,500	9,071,610	9,487,500

Description of Business	9 Months Ended	12 Months Ended
Description of Business	Sep. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1. Description of Business Blaize, Inc. (collectively “Blaize” or “the Company”) was originally incorporated on February 16, 2010, as a Delaware corporation under the name of ThinCI, Inc. and commenced operations at that time. On October 17, 2019, the Company’s Board of Directors adopted a Restated Certificate of Incorporation, which changed the Company’s name to Blaize, Inc. The Company is headquartered in El Dorado Hills, California, and consists of four separate legal entities: Blaize, Inc. (United States of America), Blaize New Computing Technologies India Private Limited (India), Blaize Technologies Philippines, Inc. (Philippines) and Blaize U.K. LTD (England). Blaize designs and develops low-power, high-efficiency, programmable artificial intelligence (“AI”) edge computing hardware and software. Blaize leads a new generation of computing, which unleashes the potential of AI in order to enable significant increases in the value that technology delivers to improve the way people work and live. The Company offers transformative edge computing solutions for AI data collection and processing, with a focus on smart vision and other AI applications for the automotive, retail, security and industrial markets. In November 2023, the Company entered into a Memorandum of Understanding with a United Arab Emirates (“UAE”) based third-party investment entity to establish a cooperative framework for both entities to discuss and explore commercial and technical collaboration in the UAE. The collaboration is intended to be operationalized through a newly created entity, Blaize Artificial Intelligence Middle East, LLC, in which the Company has a 35% ownership in the entity. As of September 30, 2024, there has not been an operating agreement executed between the Company and the holder of the 65% interest that would make the Company the primary beneficiary of this new legal entity. The newly established entity has incurred insignificant expenses since its incorporation. During the nine months ended September 30, 2024, the Company entered into an agreement with an affiliate of the holder of the 65% interest in Blaize Artificial Intelligence Middle East, LLC, which permitted the Company to bill in advance for obligations that have yet to be fully satisfied as of September 30, 2024. Specific to this arrangement, the Company had accounts receivable of $1.7 million as of September 30, 2024. Merger Agreement On December 22, 2023, as amended on April 22, 2024, the Company entered into a preliminary agreement and plan of merger (“Merger Agreement”) by and among BurTech Acquisition Corp, a publicly traded special acquisition company (“BurTech”), BurTech Merger Sub Inc. a Delaware corporation and a direct, wholly owned subsidiary of BurTech (“Merger Sub”), and, solely for the limited purposes of the transaction, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”), pursuant to which Merger Sub will merge with and into Blaize. The separate corporate existence of Merger Sub will cease and Blaize will be the surviving company and continue in existence as a direct, wholly-owned subsidiary of BurTech. In connection with the consummation of the business combination (the “Merger”), BurTech will be renamed Blaize Holdings, Inc. (“New Blaize”) (see Note 12). On April 22, 2024, Blaize, BurTech, BurTech Merger Sub Inc., and Burkhan entered into an amendment to the Merger Agreement (the “April Amendment”). The April Amendment amended the original Merger Agreement to make certain adjustments in connection with the Blaize Note Financing (see Note 7) and additional adjustments related to warrant financing (see Note 8), including an increase in the base purchase price and changes to certain definitions and terms. The April Amendment also revised the aggregate reserve size under the Company’s post-merger Equity Incentive Plan and Employee Stock Purchase Plan to 20% and the evergreen percentage for the Equity Incentive Plan to 7%. Additionally, the April Amendment amended additional terms associated with the contingencies associated with the pending Merger. See Note 12. On October 24, 2024, BurTech, Merger Sub, the Company and Burkhan entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment to Merger Agreement”). See Note 16. Liquidity and Going Concern The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations during the twelve months following the issuance of these condensed consolidated financial statements. These 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 the Company be unable to continue as a going concern. Since inception of the Company and through September 30, 2024, the Company has funded its operations primarily with cash flows from contributions from founders or other investors and other financing activities. The Company has incurred recurring losses and negative cash flows since its inception, including a net loss of $54.5 million and $62.9 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the Company had cash and cash equivalents of approximately $68.6 million, a net working capital surplus of $45.3 million, and an accumulated deficit of $422.6 million. The Company’s ability to continue to meet its obligations, to achieve its business objectives and continue as a going concern is dependent upon several factors, including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional debt and equity, and through a possible SPAC transaction. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected. While the Company is currently taking action to both source and preserve cash through a combination of the issuance of convertible notes and a possible capital market transaction the Company cannot be assured that it will be able to enter into any such contracts. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern , management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through a year from the date these unaudited condensed consolidated financial statements are available to be issued.	Note 1. Description of Business Blaize, Inc. (collectively “Blaize” or “the Company”) was originally incorporated on February 16, 2010, as a Delaware corporation under the name of ThinCI, Inc. and commenced operations at that time. On October 17, 2019, the Company’s Board of Directors adopted a Restated Certificate of Incorporation, which changed the Company’s name to Blaize, Inc. The Company is headquartered in El Dorado Hills, California and consists of four separate legal entities: Blaize, Inc. (United States of America), Blaize New Computing Technologies India Private Limited (India), Blaize Technologies Philippines, Inc. (Philippines) and Blaize U.K. LTD (England). Blaize designs and develops low power, high efficiency, programmable artificial intelligence (“AI”) edge computing hardware and software. Blaize leads a new generation of computing, which unleashes the potential of AI in order to enable significant increases in the value that technology delivers to improve the way people work and live. The Company offers transformative edge computing solutions for AI data collection and processing, with a focus on smart vision and other AI applications for the automotive, retail, security and industrial markets. In November 2023, the Company entered into a Memorandum of Understanding with a United Arab Emirates (“UAE”) based third-party investment entity to establish a cooperative framework for both entities to discuss and explore commercial and technical collaboration in the UAE. The collaboration is intended to be operationalized through a newly created entity, Blaize Artificial Intelligence Middle East, LLC, in which the Company has a 35% ownership interest. As of December 31, 2023, there has not been an operating agreement executed between the Company and the holder of the 65% that would make the Company the primary beneficiary of this new legal entity. The new entity does not have any assets or liabilities and has not started operations. Merger Agreement On December 22, 2023, the Company entered into a preliminary agreement and plan of merger (“Merger Agreement”) by and among BurTech Acquisition Corp, a publicly traded special acquisition company (“BurTech”), BurTech Merger Sub Inc. a Delaware corporation and a direct, wholly owned subsidiary of BurTech (“Merger Sub”), and, solely for the limited purposes of the transaction, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”), pursuant to which Merger Sub will merge with and into Blaize. The separate corporate existence of Merger Sub will cease and Blaize will be the surviving company and continue in existence as a direct, wholly owned subsidiary of BurTech. In connection with the consummation of the business combination (the “Merger”), BurTech will be renamed Blaize Holdings, Inc. (“New Blaize”). The Merger Agreement was amended on April 22, 2024 (see Notes 13 and 17). Liquidity and Going Concern The Company’s consolidated financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations during the twelve-month period following the issuance of these consolidated financial statements. These 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 the Company be unable to continue as a going concern. Since inception of the Company and through December 31, 2023, the Company has funded its operations primarily with cash flows from contributions from founders or other investors and other financing activities. The Company has incurred recurring losses and negative cash flows since its inception, including a net loss of $87.6 million and $104.6 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had cash of $3.2 million, a net working capital deficit of $34.8 million, and an accumulated deficit of $368.1 million. The Company’s ability to continue to meet its obligations, to achieve its business objectives and continue as a going concern is dependent upon several factors, including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional debt and equity, as well as through a possible SPAC transaction. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected. While the Company is currently taking actions to both source and preserve cash through a combination of the issuance of convertible notes and a possible capital market transaction and has received additional funding in 2024 (see Note 17), and the Company cannot be assured that they will be able to enter into any such contracts. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern , management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through a year from the date these consolidated financial statements are available to be issued.

Cover Page	9 Months Ended
Cover Page	Sep. 30, 2024
Document Information [Line Items]
Document Type	S-1
Entity Registrant Name	Blaize Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2708752
Entity Address, Address Line One	4659 Golden Foothill Parkway
Entity Address, Address Line Two	Suite 206
Entity Address, City or Town	El Dorado Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95762
City Area Code	916
Local Phone Number	347-0050
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001871638
Amendment Flag	false
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	4659 Golden Foothill Parkway
Entity Address, Address Line Two	Suite 206
Entity Address, City or Town	El Dorado Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95762
City Area Code	916
Local Phone Number	347-0050
Contact Personnel Name	Harminder Sehmi

Warrant Liabilities - Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Series D Preferred Stock Warrants [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate			4.65%
Expected life, in years			1 year 1 month 9 days
Expected volatility			65.00%
Dividend yield			0.00%
Fair value of preferred stock			4.01%
Series D 2 Preferred Stock Warrants [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate		4.65%		3.90%
Expected life, in years		1 year 1 month 9 days		3 years
Expected volatility		65.00%		60.50%
Dividend yield		0.00%		0.00%
Fair value of preferred stock		4.01%		4.97%
Warrant Issue Of Convertible Note [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate				0.25%
Expected life, in years				3 years
Expected volatility				65.00%
Dividend yield				0.00%
Fair value of preferred stock				10.44%
Warrant Issue Of Preferred Stock [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate				0.43%
Expected life, in years				2 years 3 months 18 days
Expected volatility				56.90%
Dividend yield				0.00%
Fair value of preferred stock				10.44%
Series D 2 Shadow Preferred Stock Warrants [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	3.98%		4.51%	4.13%
Expected life, in years	11 months 19 days		1 year 8 months 19 days	2 years 9 months 21 days
Expected volatility	57.95%		52.50%	60.50%
Dividend yield	0.00%		0.00%	0.00%
Fair value of preferred stock	3.78%		4.19%	1.81%
Series D Shadow Preferred Stock Warrants [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate			5.50%	4.73%
Expected life, in years			1 month 28 days	1 year 3 months
Expected volatility			52.50%	65.00%
Dividend yield			0.00%	0.00%
Fair value of preferred stock			5.76%	3.57%
Warrants P2P Notes1 [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Expected volatility				67.00%
Dividend yield		0.00%	0.00%	0.00%
Fair value of preferred stock		4.16%	1.51%	1.51%
Fair value of common stock		0.74%	0.46%	0.46%
Warrants P2P Notes1 [Member] \| Minimum [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate		4.54%	4.09%	4.41%
Expected life, in years		1 year	1 year	1 year
Expected volatility		61.20%	66.60%
Warrants P2P Notes1 [Member] \| Maximum [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate		4.79%	4.65%	4.73%
Expected life, in years		1 year 5 months 8 days	1 year 11 months 8 days	1 year 11 months 8 days
Expected volatility		62.30%	71.60%
Warrants P2P Notes2 [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Expected volatility				67.00%
Dividend yield	0.00%		0.00%	0.00%
Fair value of preferred stock	4.03%		4.16%	1.51%
Fair value of common stock	0.92%		0.74%	0.46%
Warrants P2P Notes2 [Member] \| Minimum [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	3.66%		4.54%	4.41%
Expected life, in years	6 months		1 year	1 year
Expected volatility	69.80%		61.20%
Warrants P2P Notes2 [Member] \| Maximum [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	4.38%		4.79%	4.73%
Expected life, in years	2 years		1 year 5 months 8 days	1 year 11 months 8 days
Expected volatility	71.60%		62.30%

PRIVATE PLACEMENT	9 Months Ended	12 Months Ended
PRIVATE PLACEMENT	Sep. 30, 2024	Dec. 31, 2023
BURTECH ACQUISITION CORP [Member]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 898,250 Private Placement Units, at a price of $10.00 per unit, or $8,982,500 in the aggregate, in a private placement. A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. Each Private Placement Unit will consist of one share of Class A common stock and one redeemable warrant. Each private warrant entitles the holder to purchase one share of Common Stock at a purchase price of $11.50 per share. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 898,250 Private Placement Units, at a price of $10.00 per unit, or $8,982,500 in the aggregate, in a private placement. A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. Each Private Placement Unit will consist of one share of Class A common stock and one redeemable warrant. Each private warrant entitles the holder to purchase one share of Common Stock at a purchase price of $11.50 per share. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination.

Warrant Liabilities - Additional Information (Details) $ / shares in Units, $ in Thousands		9 Months Ended
	Sep. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 22, 2023 shares	Sep. 30, 2023 $ / shares	Jul. 03, 2023 $ / shares shares	Dec. 31, 2022 shares	Sep. 30, 2022 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Common shares, shares outstanding (in shares)	17,482,174	17,482,174	17,454,353				6,143,294
SeparatePre Funded Warrant [Member] \| Blaize Note Financing Agreement [Member] \| One Of The RT Parties [Member]
Class of Warrant or Right [Line Items]
Adjustments to Additional Paid in Capital, Warrant Issued \| $	$ 45,000
Adjustments To Additional Paid In Capital Number Of Warrant Issued	4,500,000
Maximum [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Common shares, shares outstanding (in shares)	6,833,333	6,833,333
Minimum [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Common shares, shares outstanding (in shares)	2,000,000	2,000,000
Series D2 Convertible Preferred Stock [Member]
Class of Warrant or Right [Line Items]
Issue Of Preferred Stock Warrants							1,545	756,172
Exercise price of warrant \| $ / shares								$ 4.9717
Preferred Stock Warrants Value \| $								$ 1,600
P2P Warrants [Member]
Class of Warrant or Right [Line Items]
Issue Of Preferred Stock Warrants			336,950
Fair Value Of Preferred Stock Warrants To Warrant Liability \| $			$ 61,000
P2P Warrants [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Percentage Of Warrants Range							40
Percentage of warrants incremental number of shares							20.00%
P2P Warrants [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Percentage Of Warrants Range							20
Percentage of warrants incremental number of shares							10.00%
2023 Convertible Note Warrants [Member]
Class of Warrant or Right [Line Items]
Shares Issued, Price Per Share \| $ / shares					$ 11.5	$ 11.5
Warrants and Rights Outstanding, Term	10 years	10 years	5 years
2023 Convertible Note Warrants [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Percentage Of Warrant Share Issue Upon Excisable						25
2023 Convertible Note Warrants [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Percentage Of Warrant Share Issue Upon Excisable						10
Other Warrant [Member]
Class of Warrant or Right [Line Items]
Pre Funded Warrant Common Stock Received				6,833,333
Holder Receive A Pre Funded Warrant Common Stock				2,500,000
Ava Prefunded Warrant [Member]
Class of Warrant or Right [Line Items]
Fair value adjustment of warrants \| $		$ 500

Net Loss Per Share Attributable to Common Shareholders - Schedule Of Potentially Dilutive Securities (Details) - shares

3 Months Ended

9 Months Ended

12 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Redeemable convertible preferred stock

44,494,703

16,498,279

Stock options

16,330,351

16,444,551

16,330,351

16,444,551

16,437,980

1,325,844

Restricted stock units

4,799,856

10,945,814

4,799,856

10,945,814

4,916,829

137,909

Series D and D-2 preferred stock warrants

756,172

1,094,667

756,172

1,094,667

757,717

Pay-to-Play warrants (estimated See Note 9)

764,330

801,463

764,330

801,463

721,086

726,563

Convertible Notes warrants – 2023

^[1]

^[2]

Common stock warrants

2,063

35,754

Pre-funded warrant (estimated see Note 9)

2,000,000

7,007,582

Pre-funded warrant April 2024

4,500,000

Total potentially dilutive shares

73,645,412

73,783,261

73,645,412

73,783,261

74,674,910

19,482,066

[1]	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable as of September 30, 2024 due to the variable settlement terms (see Note 8).
[2]	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable as of December 31, 2023 due to the variable settlement terms (see Note 9).

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Payments of Debt Issuance Costs	$ 340
Issuance of Preferred Stock Net of Preferred Stock Warrants Value	244
Issuance of Preferred Stock upon extinguishment of convertible notes Net of Preferred Stock Warrants Value	$ 1,390
Stockholders Equity Note Reverse Stock Split Conversion Ratio 1	10.01

Leases - Summary of Lease, Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease costs	$ 205	$ 232	$ 549	$ 786	$ 989	$ 1,199
Variable lease costs					0	0
Short-term lease costs	6	14	26	38	46	88
Lease, Cost	$ 211	$ 246	$ 575	$ 824	$ 1,035	$ 1,287

Warrant Liabilities - Schedule Of Fair Value Of Warrants Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Class of Warrant or Right, Outstanding	756,172	1,096,730	793,471
Fair Value Of Warrants	$ 7,755	$ 3,730	$ 529
Series D Shadow Preferred Warrants [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 10.44	$ 10.44
Class of Warrant or Right, Outstanding	0	338,495	1,545
Fair Value Of Warrants	$ 0	$ 3	$ 4
Series D 2 Shadow Preferred Warrants [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 4.97	$ 4.97
Class of Warrant or Right, Outstanding	756,172	756,172	756,172
Fair Value Of Warrants	$ 406	$ 894	$ 203
Pay to Play warrants [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Fair Value Of Warrants	927	976	$ 322
Convertible Notes Warrants [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Fair Value Of Warrants	$ 5,314	$ 1,352
Common Stock Warrants [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 104.43	$ 104.43
Class of Warrant or Right, Outstanding	0	2,063	35,754
Fair Value Of Warrants	$ 0	$ 0
Pre Funded Common Stock Warrant [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01	$ 0.01
Fair Value Of Warrants	$ 341	$ 505
Pre Funded Common Stock Warrant One [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 100
Class of Warrant or Right, Outstanding		0
Fair Value Of Warrants	$ 767	$ 0

Paycheck Protection Program Loan	12 Months Ended
Paycheck Protection Program Loan	Dec. 31, 2023
Paycheck Protection Program Loan [Abstract]
Paycheck Protection Program Loan	Note 7. Paycheck Protection Program Loan On February 24, 2021, the Company received loan proceeds of approximately $1.1 million, under the Paycheck Protection Program (“PPP”). On July 14, 2022, the Company received notification from the Small Business Association that the Company’s Forgiveness Application of the PPP Loan and accrued interest, totaling $1.1 million, was approved in full, and the Company had no further obligations related to the PPP Loan. Accordingly, the Company recorded a gain on the forgiveness of the PPP Loan of $1.1 million during the year ended December 31, 2022.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Basis of Presentation and Principles of Consolidation

Emerging Growth Company

Emerging Growth Company Status

Conversion of Preferred Stock to Common Stock and Reverse Stock Split

Effective November 30, 2022, in preparation for the Company’s issuance of its

Pay-to-Play

Convertible Notes (see Note 8), the Company’s preferred stockholders consented to a conversion of all outstanding preferred stock to common stock on a

one-for-one

basis. The effects of this conversion event are shown as of November 30, 2022 in the accompanying consolidated financial statements and notes herein.

Following this conversion, in December 2022, the Company approved and effected a

ten-for-one

Use of Estimates

Cash and Cash Equivalents

As of December 31, 2023 and 2022, the Company did not have any cash equivalents or restricted cash balances.

Accounts Receivable, Net

Accounts receivable, net is recorded at the invoiced amount and does not accrue interest. The allowance for credit losses is the Company’s estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines that allowance based upon a review of each receivable and all known factors that could affect collectability. These factors include but are not limited to a customer’s past payment performance, customer financial condition, general economic or industry conditions and disputes regarding the invoiced amount or regarding the product or service rendered. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses was $0.4 million and zero as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company’s accounts receivable included approximately $0.5 million and $1.1 million, respectively, of unbilled accounts receivable (see Note 14).

Inventories

Inventories consist of raw materials, work in process inventories, and finished goods. Inventories are stated at the lower of cost or net realizable value, with cost being determined on a

first-in,

first-out

basis. Net realizable

Inventories

Inventories consist of raw materials, work in process inventories, and finished goods. Inventories are stated at the lower of cost or net realizable value, with cost being determined on a

first-in,

first-out

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight line method over the following estimated useful lives:


Computer equipment		3 – 5 years
Software		years
Furniture and fixtures		years
Office equipment		5 years
Vehicles		8 years
Leasehold improvements		Shorter of the related lease term or useful life

The Company capitalizes additions and improvements while repair and

maintenance

Leases

right-of-use

non-cancelable,

lease term when determining the lease assets and liabilities. As of December 31, 2023 and 2022, the Company had no finance leases.

month-to-month

leases are recognized as incurred.

Software Development Costs

Software development costs for software to be sold, leased, or marketed are accounted for in accordance with Accounting Standards Codification (“ASC”)

985-20,

Software — Costs of Software to be Sold, Leased or Marketed

. Under ASC

985-20,

by-feature

basis and the estimated economic life of a feature is one year. To date, the impact of capitalizing qualifying software development costs has been immaterial.

Internally Developed Software

Internally developed software costs for software to be used internally are accounted for in accordance with ASC

350-40,

Internal Use Software

. The Company capitalizes certain internal and external costs incurred during the application development stage of

internal-use

completed

internal-use

Deferred Offering Costs

Impairment of Long Lived Assets

Impairment of Long-Lived Assets

Impairment of Long Lived Assets

, th

Embedded Derivative Evaluation

non-operating

income or expense.

Embedded Derivative Evaluation

non-operating

income or expense.

Convertible Notes

Debt — Debt with Conversion and Other Options

(Subtopic

470-20),

Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

and

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(ASU

2020-06).

The Company has elected to account for its convertible notes at fair value at each period end pursuant to Accounting Standards Codification (“ASC”) 825,

Financial Instruments

wherein changes in the fair value are recorded as change in fair value of convertible notes in the accompanying unaudited condensed consolidated statements of operations.

Convertible Notes

The Company

accounts

Debt — Debt with Conversion and Other Options (Subtopic

470-20),

Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

and

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(ASU

2020-06).

Warrant Liabilities

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock has been classified outside of stockholders’ deficit, as mezzanine equity, due to the redemption option of the preferred stock shareholders (see Note 11). The Company records redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company has adjusted the carrying values of the redeemable convertible preferred stock, subsequent to the initial issuance date, to the redemption value of such shares because it is probable that the convertible preferred stock will become redeemable.

Revenue Recognition

The Company derives revenue from product sales, license and development arrangements, joint marketing arrangements and cloud services. The Company recognizes revenue under ASC Topic 606,

Revenue from Contracts with Customers

(ASC 606), in which it determines revenue recognition through the following steps:

Step 1: Identify the contract with the customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when the company satisfies a performance obligation.

co-

participation in marketing events, all of which occur over the term of the arrangement.


Balance at January 1, 2024	$	1,100
Addition of deferred revenue		1,729
Recognition of revenue		(1,102	)

Balance at September 30, 2024 (unaudited)	$	1,727

The Company offers a standard assurance-type warranty to customers for hardware sales.

Revenue Recognition

The Company derives revenue from product sales, license and development arrangements, joint marketing arrangements and cloud services. The Company recognizes revenue under ASC Topic 606,

Revenue from Contracts with Customers

(ASC 606), in which it determines revenue recognition through the following steps:

Step 1: Identify the contract with the customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when the company satisfies a performance obligation.

co-

participation in marketing events, all of which occur over the term of the arrangement.

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. An unbilled receivable is recorded when revenue is recognized prior to invoicing and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. The following table is a rollforward of contract liabilities, which are included in accrued expenses and other current liabilities and other liabilities on the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands):


	2023			2022
Balance at January 1	$	1,830		$	250
Addition of deferred revenue		3,113			2,200
Recognition of revenue		(3,843	)		(620	)

Balance at December 31	$	1,100		$	1,830

The Company offers a standard assurance-type warranty to customers for hardware sales.

Research and Development

includes costs associated with the design and development of the Company’s AI edge computing hardware and software.

Research and Development

Advertising Costs

Concentration of Credit Risk

The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The Company uses the

asset-and-liability

jurisdiction-by-jurisdiction

basis when necessary to reduce deferred tax assets to an amount that, in the opinion of management, is more likely than not to be realized.

Stock-Based Compensation

The Company recognizes the cost of employee,

non-employee

consultants and

non-employee

The Company also grants restricted stock units (“RSUs”) to employees and

non-employee

Forfeitures are recognized as they occur.

Stock-Based Compensation

The Company recognizes the cost of employee,

non-employee

consultants and

non-employee

The Company also grants RSUs to employees and

non-employee

Forfeitures are recognized as they occur.

Fair Value Measurements

Fair Value Measurements,

requires fair value measurements be classified and disclosed in one of the following pricing categories:

Level

— This level consists of unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level2—

Level

Fair Value Measurements

, requires fair value measurements be classified and disclosed in one of the following pricing categories:

Level

— This level consists of unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

Level

The carrying amounts of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued loss on purchase commitments and accrued expenses and other current liabilities approximate fair value because of their short-term maturities.

Foreign Currency

institution may at times exceed the Federal Depository Insurance coverage of $250,000. Investments in money markets are not insured or guaranteed by the FDIC or any other government agency.

Concentration of Credit Risk

The Company’s cash accounts in a financial institution may at times exceed the Federal Depository Insurance coverage of $250,000.

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the

two-class

method required for participating securities. The

two-class

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the

two-class

method required for participating securities. The

two-class

method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to shares in undistributed earnings as if all income (loss) for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such stock to participate in dividends but do not contractually require the holders of such stock to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders, such losses are not allocated to such participating securities.

Segment Reporting

Recently Adopted Accounting Pronouncements

In October 2021, the FASB issued ASU

2021-08,

Recently Adopted Accounting Pronouncements

In March 2022, the FASB issued ASU

2022-02,

Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures

. This ASU eliminates the accounting guidance for troubled debt restructurings by creditors while enhancing disclosure requirements for certain loan refinancing and

2016-13,

ASU

2022-02

is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that haven’t yet adopted ASU

2016-13,

the effective dates for ASU

2022-02

are the same as the effective dates in ASU

2016-13.

The Company adopted this standard as of January 1, 2023. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

held-to-maturity

Recently Issued Accounting Pronouncements — Not Yet Adopted

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

In November 2023, the FASB issued ASU

2023-07,

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

In June 2022, the FASB issued ASU

2022-03,

Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

Recently Issued Accounting Pronouncements — Not Yet Adopted

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In November 2023, the FASB issued ASU

2023-07,

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

In June 2022, the FASB issued ASU

2022-03,

Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

. This ASU clarifies guidance in Topic 820 and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. This guidance is effective for the Company beginning on January 1, 2025 and early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2021, the FASB issued ASU

2021-08,

Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

Basis of Presentation and Principles of Consolidation

Basis of Presentation

Form 10-K

as of and for the year ended December 31, 2023.

Basis of Presentation

Revision to Prior Financial Statements

Principles of Consolidation

Emerging Growth Company

non-emerging

Emerging Growth Company

that apply to

non-emerging

Use of Estimates

Making

estimates requires

management

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

At September 30, 2024 and December 31, 2023, the

Company

Investments Held in Trust Account

Common Stock Subject to Possible Redemption

Deferred Offering Costs

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1,

SEC Staff Accounting bulletin Topic 5A — “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T — “Accounting for Expenses

other offering costs).

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1,

Concentration of Credit Risk

The Company accounts for income

taxes

more-likely-than-not

ASC 740-270-25-3

can impact its annualized book income and its

impact

on the

effective

tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2024.

Income Taxes

more-likely-than-not

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Net Loss Per Share

Net (Loss) Income Per Common Stock


	For the Three Months Ended September 30, 2024								For the Three Months Ended September 30, 2023
	Class A			Class A and B			Class B		Class A				Class B
	Redeemable common stock			Non-redeemable common stock			Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(251,051	)	$	(624,902	)	$	—	$	1,278	$	256	$	1,828
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663			10,817,000			—		6,630,703		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.06	)	$	(0.06	)	$	—	$	0.00	$	0.00	$	0.00


	For the Nine Months Ended September 30, 2024								For the Nine Months Ended September 30, 2023
	Class A			Class A and B			Class B		Class A				Class B
	Redeemable common stock			Non-redeemable common stock			Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(426,121	)	$	(1,060,678	)	$	—	$	883,994	$	97,458		695,474
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663			10,817,000			—		12,059,248		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.10	)	$	(0.10	)	$	—	$	0.07	$	0.07	$	0.07

Net Income Per Common Stock


	For the Year Ended December 31, 2023						For the Year Ended December 31, 2022
	Class A				Class B		Class A				Class B
	Redeemable common stock		Non-redeemable common stock		Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	660,301	$	112,586	$	566,255	$	1,216,069	$	56,235	$	401,303
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,578,271		1,803,670		9,071,610		28,750,000		1,329,500		9,487,500
Basic and diluted net income per share	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04

Fair Value of Financial Instruments

•

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Fair Value of Derivative Liabilities — Backstop Subscription Agreement

The Company accounts for its Backstop Subscription Agreement (see Note 6) in accordance with the guidance contained in ASC

815-40,

re-

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

•

Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

Warrant Classification

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

Warrant Classification

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in

Recently Adopted Accounting Pronouncements

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. As a smaller reporting company, ASU

2020-06

would have on its financial position, results of operations or cash flows.

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU

2023-09),

which requires disclosure of incremental income tax information within the rate

reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09

is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU

2023-09

will have a material impact on its financial statements and disclosures.

In June 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-13

—

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

2016-13

on January 1, 2023. The adoption of ASU

2016-13

did not have a material impact on its condensed consolidated financial statements.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

815-40)

(“ASU

2020-06”)

to simplify accounting for certain financial instruments. ASU

2020-06

amends the diluted earnings per share guidance, including the requirement to use the

if-converted

method for all convertible instruments. As a smaller reporting company, ASU

2020-06

would have on its financial position, results of operations or cash flows. The Company has not adopted this guidance as of December 31, 2023.

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU

2023-09),

which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU

2023-09

is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU

2023-09

will have a material impact on its financial statements and disclosures.

In June 2016, the FASB issued Accounting Standards Update (“ASU”)

2016-13

—

Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

(“ASU

2016-13”).

This

2016-13

on January 1, 2023. The adoption of ASU

2016-13

did not have a material impact on its consolidated financial statements.

Supplementary Balance Sheet Information - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Disclosure Text Block Supplement [Abstract]
Depreciation, Depletion and Amortization	$ 300	$ 700	$ 700	$ 1,700	$ 2,000	$ 2,800
Accrued Loss On Purchase Commitments	$ 1,396		$ 1,396		$ 3,588	$ 5,445

Employee Benefit Plan (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Employee Benefit Plan (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Employee Benefit Plan [Line Items]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	$ 0.2	$ 0.6	$ 0.1	$ 0.4	$ 0.5	$ 0.6
Basic Salary Of Each Complted Year Of Services				15 days	15 days

Supplementary Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Disclosure Text Block Supplement [Abstract]
Finished goods	$ 0	$ 16	$ 33
Work in progress	937	1,542	874
Raw materials	7,469	4,964	3,429
Total inventories	$ 8,406	$ 6,522	$ 4,336

COMMITMENTS AND CONTINGENCIES - Summary of Contractual Obligation Fiscal Year Maturity Schedule (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Inventory purchases related to purchase obligation	$ 346	$ 0	$ 4,088	$ 2,027

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net (loss) income	$ (54,503,000)	$ (62,864,000)	$ (87,589,000)	$ (104,630,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	688,000	1,706,000	2,040,000	2,751,000
Noncash lease expense	445,000	692,000	815,000	852,000
Pay-to-Play financing charge	0	30,638,000	35,832,000	55,853,000
Debt financing charge on convertible notes	464,000	2,640,000	3,145,000	0
Stock-based compensation	1,042,000	450,000	2,483,000	1,245,000
Credit loss expense	570,000		421,000
Deferred income taxes	(36,000)	(147,000)	(107,000)	(48,000)
Change in fair value of convertible notes	25,921,000	3,546,000	9,532,000	500,000
Change in fair value of warrant liabilities	(1,255,000)	745,000	945,000	(2,687,000)
Loss on extinguishment of convertible notes			0	52,000
Gain on Paycheck Protection Program loan forgiveness			0	(1,073,000)
Loss on purchase commitments	0	349,000	1,165,000	5,043,000
Non-cash loss on lease termination	0	(18,000)	(18,000)
Changes in operating assets and liabilities:
Accounts receivable	(2,343,000)	362,000	362,000	(780,000)
Accounts receivable – related party	467,000	(377,000)	639,000	(1,106,000)
Inventories	(1,884,000)	(2,625,000)	(2,186,000)	(910,000)
Prepaid expenses and other current assets	(6,286,000)	343,000	167,000	(148,000)
Other assets	(91,000)	35,000	64,000	57,000
Accounts payable and accrued liabilities	2,223,000	6,029,000	9,500,000	4,424,000
Operating lease liabilities	(398,000)	(745,000)	(854,000)	(975,000)
Income taxes payable	358,000	(153,000)	(590,000)	203,000
Accrued loss on purchase commitments	(2,192,000)	(1,693,000)	(3,022,000)
Accrued compensation	1,388,000	21,000	34,000	150,000
Other liabilities	(366,000)	(550,000)	(733,000)	1,005,000
Net cash used in operating activities	(35,788,000)	(21,616,000)	(27,955,000)	(40,222,000)
Cash flows from investing activities:
Purchases of property and equipment	(1,165,000)	(75,000)	(220,000)	(493,000)
Net cash used in investing activities	(1,165,000)	(75,000)	(220,000)	(493,000)
Cash flows from financing activities:
Payment of deferred offering costs	(3,668,000)
Proceeds from issuance of Series D-2 preferred stock, net of cash based loan costs				5,260,000
Proceeds from convertible notes	110,718,000	8,400,000	12,300,000
Proceeds from short term demand notes	0	350,000	4,925,000
Repayment of short term demand notes	(4,750,000)	(350,000)	(176,000)
Series D issuance costs paid				(76,000)
Proceeds from exercise of stock options	80,000		1,000	128,000
Net cash provided by financing activities	102,380,000	17,683,000	26,475,000	39,085,000
Net increase (decrease) in cash and cash equivalents	65,427,000	(4,008,000)	(1,700,000)	(1,630,000)
Cash and cash equivalents – beginning of period	3,213,000	4,913,000	4,913,000	6,543,000
Cash and cash equivalents – end of period	68,640,000	905,000	3,213,000	4,913,000
Supplemental disclosure of cash flow information:
Cash paid during the year for interest	245,000	3,000	3,000
Cash paid during the year for taxes	204,000	197,000		454,000
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment acquired in accounts payable & accrued expenses	0	100,000
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value	0	109,327,000	109,327,000	23,925,000
Operating lease asset obtained in exchange for new operating lease liabilities	0	1,673,000	1,673,000	1,128,000
Right-of-use assets and lease liabilities extinguished upon termination of lease, net of gain	0	(108,000)	$ (108,000)
Conversion of convertible notes				30,812,000
Issuance of warrants			1,690
Capitalized deferred offering costs outstanding at year-end			$ 1,491,000
Conversion of redeemable convertible preferred stock to common stock				174,500,000
Conversion of preferred warrant liability to equity				54,000
Pull through of Shadow preferred stock upon Pay-to-Play				23,925,000
Capitalized deferred offering costs included in accounting payable and accrued liabilities	864,000
Fair value of free standing warrants issued with Pay-to-Play convertible notes				322,000
Issuance of warrants with convertible notes	4,816,000	1,690,000
Accretion of redemption value of convertible preferred stock				$ 1,826,000
Preferred Stock
Supplemental disclosure of non-cash investing and financing activities:
Issuance of warrants				1,634
Series D-2 convertible notes
Cash flows from financing activities:
Proceeds from convertible notes				$ 30,812,000
Pay-to-Play convertible notes and Common Rights Offering
Cash flows from financing activities:
Proceeds from convertible notes	0	9,283,000	9,425,000	2,961,000
BURTECH ACQUISITION CORP.
Cash flows from operating activities:
Net (loss) income	(1,486,799)	1,676,925	1,339,142	1,673,607
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and investments held in Trust Account	(1,892,313)	(4,809,802)	(5,751,596)	(3,989,294)
Change in fair value of derivative liability - Backstop Subscription Agreement	446,776
Changes in operating assets and liabilities:
Accrued expenses		612,500	1,618,895	(232,122)
Franchise tax payable	150,000	67,600	35,800	188,914
Other Assets	(56,750)	129,867	186,532	201,664
Due to related party				(7,097)
Income taxes payable	338,213	161,151	235,886	791,758
Net cash used in operating activities	(2,500,873)	(2,161,759)	(2,335,341)	(1,372,570)
Cash flows from investing activities:
Investments held in Trust			(130,370)
Cash withdrawn from Trust Account to pay franchise and income taxes	43,564	2,039,910	1,314,246
Principal deposits into Trust Account for Extension	(1,173,329)
Restricted Cash			843,313
Due from Sponsor			318,888
Cash withdrawn from Trust Account in connection with redemptions	24,539,002	227,776,035	227,776,035
Net cash used in investing activities	23,409,237	229,815,945	230,122,112
Cash flows from financing activities:
Proceeds from Advances from sponsor	2,164,291		810,345
Proceeds from convertible notes	689,655	99,975
Payment of note payable-related party				(144,746)
Redemption of Common Stock	(24,539,002)	(227,776,035)	(227,776,035)
Net cash provided by financing activities	(21,685,056)	(227,676,060)	(226,965,690)	(144,746)
Net increase (decrease) in cash and cash equivalents	(776,692)	(21,874)	821,081	(1,517,316)
Cash and cash equivalents – beginning of period	843,313	22,232	22,232	1,539,548
Cash and cash equivalents – end of period	66,621	358	843,313	22,232
Supplemental disclosure of cash flow information:
Cash paid during the year for taxes	1,027,644		791,758
Supplemental disclosure of non-cash investing and financing activities:
Excise tax liability arising from redemption of Class A shares		2,277,760	2,523,150
Accretion of Class A common stock subject to possible redemption	$ 2,503,310	$ 3,562,622	$ 4,510,051	$ 2,984,418

Common stock and Stock-Based Compensation - Summary Of Common Stock Reserved For Issuance (Details) - shares

Sep. 30, 2024

Dec. 31, 2023

Dec. 31, 2022

Common Stock, Capital Shares Reserved for Future Issuance

74,681,899

75,514,616

20,943,726

Series Seed Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

2,020,309

868,054

Series A Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

4,573,935

2,378,753

Series B Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

12,234,661

1,716,987

Series C Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

10,211,548

3,091,485

Series D Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

3,990,707

331,145

Series D Exchange Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

239,405

SeriesD-1 Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

3,662,318

310,630

SeriesD-1 Exchange Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

SeriesD-1 Exchange Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

7,561,820

SeriesD-2 Shadow Preferred [Member]

Common Stock, Capital Shares Reserved for Future Issuance

7,561,820

Warrants outstanding for future issuance of Series D Shadow and SeriesD2Shadow preferred stock [Member]

Common Stock, Capital Shares Reserved for Future Issuance

756,172

1,094,667

757,717

Warrants outstanding for future issuance of common stock [Member]

Common Stock, Capital Shares Reserved for Future Issuance

2,063

35,754

Pay to Play warrants [Member]

Common Stock, Capital Shares Reserved for Future Issuance

764,330

721,086

726,563

Convertible Notes warrants 2023 [Member]

Common Stock, Capital Shares Reserved for Future Issuance

^[1]

Pre-funded warrant [Member]

Common Stock, Capital Shares Reserved for Future Issuance

2,000,000

7,007,582

Stock options and restricted stock units [Member]

Common Stock, Capital Shares Reserved for Future Issuance

21,130,207

21,354,809

1,463,753

Stock options available for future issuance [Member]

Common Stock, Capital Shares Reserved for Future Issuance

1,036,487

839,706

1,461,660

Prefunded warrant April 2024 [Member]

Common Stock, Capital Shares Reserved for Future Issuance

4,500,000

[1]	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable as of December 31, 2023 due to the variable settlement terms (see Note 9).

Convertible Notes and Demand Notes

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Convertible Notes And Demand Notes [Abstract]

Convertible Notes and Demand Notes

Note 7. Convertible Notes and Demand Notes

2022 Convertible Securities:

Pay-to-Play

Convertible Notes:

In December 2022, in connection with the Company’s 2022

Pay-to-Play

(“P2P”) transaction (the “P2P Transaction”), the Company entered into a Note Purchase and Exchange Agreement (“2022 P2P NPA”) with a group of lenders (each, a “Lender” and collectively, the “Lenders”). In January and February of 2023, the Company received $9.3 million in proceeds from the issuance of P2P Notes. Amounts received in 2022 and 2023 are referred to collectively as the “P2P Notes” (see Note 13). Pursuant to the 2022 P2P NPA, each Lender will pay the Company an agreed upon amount (“Consideration”) in return for one or more promissory notes. The P2P Notes have a

24-month

term from the date of the 2022 P2P NPA which is December 9, 2024.

The 2022 P2P NPA provides that the P2P Notes may be converted as follows:

•

Automatically upon a “Next Equity Financing” assuming a Corporate Transaction (as defined), Maturity Conversion (as defined) or repayment has not occurred wherein the Next Equity Financing is defined as the next sale of Company equity securities, including warrants, other than Series

D-2

Preferred stock or warrants to purchase Series

D-2

preferred stock, following the date of the 2022 P2P NPA for the purpose of raising capital with gross proceeds of at least $5 million excluding the P2P Notes.

•

If the Next Equity Financing conversion, Corporate Transaction conversion or repayment of the outstanding principal and unpaid accrued interest has not occurred on or before the maturity date (December 9, 2024), the principal and unpaid accrued interest of each P2P Note shall, at the written election of the Requisite Noteholders (holders of a majority interest in the aggregate outstanding principal amount of the P2P Notes) and the Company, pursuant to mutually agreed-upon terms, be automatically converted (the “Maturity Conversion”) into a class of equity shares subject to mutual agreement between the Lenders and the Company.

•

In the event of a Corporate Transaction (any “Liquidation Event” as defined in the existing Certificate of Incorporation), the P2P Notes shall either be repaid or, at the option of the Requisite Noteholders, converted. If conversion is elected upon a Corporate Transaction, the 2022 P2P NPA provides that all outstanding principal and unpaid accrued interest due on the P2P Notes shall be converted into common stock.

•

If upon a Corporate Transaction, repayment is elected by the Requisite Noteholders, the amount of the outstanding P2P Note balance will be repaid based on (i) whether or not the Lender provided consideration less than, equal to or greater than their Pro Rata Portion (calculated as the percentage ownership in Preferred Stock held by the lender) of $20 million (the “Insider Amount”) by (2) the date of Contribution being either prior to November 30, 2022 (the “Initial Commitment Date”) or February 24, 2023 (“Final Closing date”).

•

New Lenders will receive payment equal to the then accrued and unpaid interest plus one and a half times (1.5X) the then outstanding principal, plus two times (2X) the outstanding principal (with respect only to the outstanding principal in excess of $1 million but less than $5 million), as applicable, plus three times (3X) the outstanding principal with respect only to the outstanding principal in excess of $5 million on the P2P Note.

Certain Lenders, who are also a holder of one or more P2P Notes, by either the Initial Commitment Date or the Final Closing Date, may also be entitled to receive warrants (“P2P Warrants”) to purchase equity securities of the Company, upon surrendering their P2P Notes to the Company, the number of which is to be determined by the type of shares into which the P2P Notes are converted as well as the level of investment. The Warrants will be exercisable, in whole or in part, during the term commencing on the date of issuance and ending December 9, 2025 (see Notes 8 and 13).

The Company elected to measure the P2P Notes in their entirety, for the respective period issued, at fair value with changes in fair value reported in a single line in the unaudited condensed consolidated statements of operations. The notes were fair valued using a scenario-based method, considering varying levels of participation and four future event scenarios: Next Equity Financing, Maturity Conversion, Corporate Transaction, and Default. The conversion payout was calculated for each assumed event scenario, with probabilities estimated by management. The payout of the P2P Notes under each event scenario were discounted back to the valuation date using a discount rate aligned with the Company’s credit rating and the weighted average present value of each scenario used for the fair value of the P2P Notes. For the three and nine months ended September 30, 2024 and 2023, the Company recognized a change in fair value from the P2P Notes of approximately ($65,000) and $1.3 million, respectively and $0.4 million and $2.3 million, respectively (see Notes 4 and 13). Upfront costs and fees related to items for which the fair value option is elected must be recognized immediately. As such issuance costs (warrants) and fees associated with the convertible notes were recognized in current earnings.

Under the terms of the 2022 P2P NPA, any existing investor that purchased any P2P Note, received the right to exchange the common stock held following the November 30, 2022 conversion event (the “Converted Common”) for a number of shares of shadow preferred stock mirroring the respective classes of preferred stock held prior to the conversion (the “Pull-Through Exchange”), however, all Senior Series D (see Note 10) shareholders received an automatic pull-through of their Converted Common into their respective Senior Series D Shadow preferred stock regardless of whether they invested in a P2P Note. The exchange was calculated using a defined “Exchange Formula” based on the existing investor’s amount of investment in the P2P Note in relation to the designated

pro-rata

share portion of the Insider Amount. To the extent that an eligible existing investor purchases P2P Notes representing less than its pro rata portion of the Insider Amount, such investors Converted Common remain as Converted Common shares for that portion equal to the shortfall in its

pro-rata

contribution (see Note 10). Additionally, investors in the P2P Notes also received warrants (the “P2P Warrants”) whose total exercise price is determined based on the timing of investment as well as the level of investor participation

vis-à-vis

each investor’s designated

pro-rata

portion (see Note 8).

During the nine months ended September 30, 2023, certain investors who previously had their preferred stock and Series D warrants converted to common stock and common stock warrants, respectively, in connection with the 2022 conversion event, invested in P2P Notes. The resulting Pull-Through Exchange reinstated their Converted Common stock into share of the class(es) of Shadow Preferred Stock identical to those held prior to the 2022 conversion event (See Note 10) and reinstated their warrants into Series D Shadow preferred stock

warrants (see Note 8). The fair value of the Series D warrants at reinstatement, approximating $61,000, was recognized as a component of the

Pay-to-Play

financing charge for the nine months ended September 30, 2023.

The 2022 P2P NPA provided the Company a right, subject to the approval of the Company’s Board of Directors (the “Board”), to conduct a common rights offering (the “Offering”) to raise additional funds. Pursuant to the 2022 P2P NPA, at the discretion of the Board, the Company could issue either shares of common stock or additional P2P Notes. In November 2023, the Company entered into an Exchange Agreement with eligible common shareholders, as defined, whereby, each participating eligible common shareholder received a P2P Note, subject to the same terms as existing P2P Notes with the exception that the P2P Notes issued to these common shareholders did not include the right to receive P2P Warrants. During the three and nine month periods ended September 30, 2024 and 2023, the Company did not enter into any Exchange Agreements with eligible common shareholders.

2023 Convertible Notes:

From July 2023 through November 2023, the Company raised $12.3 million in convertible notes (the “2023 Convertible Notes”) under the note purchase agreement dated July 3, 2023, as amended on August 1, 2023 to refine the valuation cap definition (the “2023 NPA”) (see Note 13). The 2023 Convertible Notes accrue interest at 10% per annum and mature 18 months from the date of the 2023 NPA. The 2023 Convertible Notes are secured by all of the Company’s assets.

During the nine months ended September 30, 2024, the Company received $110.7 million in additional proceeds from the issuance of 10% secured convertible notes under the 2023 NPA. The 2023 NPA was amended and restated on April 22, 2024 to accommodate a new group of lenders, the “Final Closing Lender”, defined as any lender who purchases a related convertible note on or after April 22, 2024. The conversion price upon a SPAC Transaction for a Final Closing Lender is defined as a price per share that would entitle the Final Closing Lender to receive a number of BurTech Class A common stock equal to the outstanding principal and accrued interest divided by five (5). In addition, the per share exercise price of the related 2023 Convertible Note Warrants upon a SPAC Transaction was amended to $11.50.

As of the April 22, 2024 amendment, the convertible notes have a stated maturity date of December 31, 2025, and are subject to automatic conversion upon the consummation of a SPAC Transaction, as defined, subject to conversion or repayment at maturity or upon a Next Equity Financing, as defined, and are subject to repayment upon a Corporate Transaction, as defined. Investors in these secured convertible notes also received warrants to purchase equity shares of the Company.

Of the $110.7 million in proceeds received during the nine months ended September 30, 2024, $11.5 million of the proceeds was received from BurTech (see Note 1), $2.4 million was received from miscellaneous parties, and $96.8 million was received from a separate third-party group of investors (the “RT Parties”) in connection with an agreement to provide convertible note financing of up to $125.0 million (the “Blaize Note Financing Agreement”). Under this separate agreement, the RT Parties and their transferees or distributes will not be required to execute any

lock-up

or similar agreement restricting transfer or disposition of all shares of common stock of Blaize issuable upon the conversion of the notes, all Company shares issuable upon the exercise of warrants issued to the RT Parties as well as all securities of New Blaize to be issued to the RT Parties upon consummation of the merger.

The 2023 NPA provides that the notes may be converted as follows:

•

Automatically upon a “Next Equity Financing” assuming a Corporate Transaction (as defined), Maturity Conversion (as defined), SPAC Conversion (as defined) or repayment has not occurred wherein the Next Equity Financing, defined as the next sale of Company equity securities or other securities issued in connection with Senior Indebtedness, following the date of the 2023 Convertible Notes for the purpose of raising capital.

•

For Lenders who purchased a 2023 Convertible Note on or before July 3, 2023, the issuance of shares pursuant to the conversion of each note shall be subject to the same terms and conditions applicable to the equity securities sold in the Next Equity Financing, except that (A) the per share liquidation preference shall be 1.5 times the conversion price, (B) the initial conversion price for purposes of price-based anti-dilution protection will equal the conversion price, (C) the basis for any dividend rights will be based on the conversion price, and (D) such shares will rank senior to the other equity securities existing at the time of the applicable conversion with respect to liquidation preference.

•

For any Lender who purchased a 2023 Convertible Note after July 3, 2023, the issuance of shares pursuant to the conversion of each note shall be subject to the same terms as described in the preceding paragraph except that the per share liquidation preference will equal the conversion price.

•

The conversion price for all Lenders, regardless of purchase date, for this Next Equity Financing is the lesser of 80% of the per share issue price of the equity securities sold in this financing event or a calculated per share value based on a defined valuation cap and fully-diluted capital.

•

If the Next Equity Financing conversion, Corporate Transaction conversion, SPAC conversion or repayment of the outstanding principal and unpaid accrued interest has not occurred on or before the maturity date (December 31, 2025), the principal and unpaid accrued interest of each 2023 Convertible Note shall, at the written election of the Requisite Noteholders (which must include certain noteholder), pursuant to mutually agreed-upon terms, be automatically converted (the “Maturity Conversion”) into a class of equity shares subject to mutual agreement between the Lenders and the Company.

•

If the Next Equity Financing conversion, Corporate Transaction conversion or repayment of the outstanding principal and unpaid accrued interest has not occurred prior to a SPAC transaction, the principal and unpaid accrued interest of each 2023 Convertible Note, with the exception of notes issued to a Final Closing Lender, shall automatically convert (the “SPAC Conversion”) into a number of common shares equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on each 2023 Convertible Note by the applicable conversion price. The conversion price in this SPAC Conversion is the lesser of 80% of the SPAC price per share or a calculated per share value based on a defined valuation cap and fully-diluted capital immediately prior to the SPAC transaction.

•

In the event of a Corporate Transaction (any “Liquidation Event” as defined in the existing Certificate of Incorporation), the 2023 Convertible Notes shall be repaid as follows at the closing of the Corporate Transaction:

•

For any Lender who purchased a 2023 Convertible Note on or before July 3, 2023, in respect of a Corporate Transaction that occurs on or before July 3, 2024, an amount equal to the then accrued but unpaid interest plus three (3) times the then outstanding principal.

•

For any Lender who purchased a 2023 Convertible Note on or before July 3, 2023, in respect of a Corporate Transaction that occurs after July 3, 2024, an amount equal to the then accrued but unpaid interest plus five (5) times the then outstanding principal.

•

For any Lender who purchased a 2023 Convertible Note after July 3, 2023, in respect of any such Corporate Transaction, an amount equal to the then accrued but unpaid interest plus one and a half (1.5) times the then outstanding principal.

Investors in the 2023 Convertible Notes also received warrants to purchase the same type of equity shares into which the 2023 Convertible Notes are converted (see Notes 8 and 13).

Investors in these secured convertible notes also received warrants to purchase equity shares of the Company.

The Company elected to measure the 2023 Convertible Notes in their entirety at fair value with changes in fair value reported in a single line in the unaudited condensed consolidated statements of operations. The 2023 Convertible Notes were fair valued using a scenario-based method, considering five future event scenarios: Next Equity Financing, Maturity Conversion, SPAC Conversion, Corporate Transaction, and Default. The conversion payout was calculated for each assumed event scenario, with probabilities estimated by management. The payout of the 2023 Convertible Notes under each event scenario were discounted back to the valuation date using a discount rate aligned with the company’s credit rating and the weighted average present value of each scenario used for the fair value of the 2023 Convertible Notes.

For the three and nine months ended September 30, 2024 and 2023, the Company recognized a change in fair value of approximately $15.5 million and $24.6 million, respectively, and $1.2 million and $1.2 million (see Note 4), respectively. Upfront costs and fees related to items for which the fair value option is elected must be recognized immediately. As such issuance costs (warrants) and fees associated with the convertible notes were recognized in current earnings.

The scheduled maturities of the Company’s outstanding convertible notes as of September 30, 2024 is as follows (in thousands):


Year ending December 31,
2024 (remaining three months)	$	15,977
2025		148,551

Less: Current portion		(15,977	)

Long-term portion	$	148,551

Demand Notes:

During the year ended December 31, 2023, the Company issued short-term demand notes totaling $5.1 million, of which $4.8 million remained outstanding as of December 31, 2023. The outstanding notes earn simple interest based on a rate of twelve percent (12%) with the outstanding principal and all accrued interest due and payable on demand by the holders at any time on or after the earlier of (1) the receipt of a minimum of $15.0 million from BurTech and other investors pursuant to the Note Purchase Agreement dated July 2, 2023 and (2) March 31, 2024 (see Notes 13 and 16). In April 2024, the Company repaid the total outstanding principal and interest of $5.0 million.

Note 8. Convertible Notes and Demand Notes

2022 Convertible Securities:

Series

D-2

Convertible Notes:

In February through August 2022, the Company raised $30.8 million in proceeds from the issuance of convertible notes (the “Series

D-2

Notes”). The Series

D-2

Notes were unsecured and carried terms of interest at ten (10) percent with maturities in

August 2023

. The Series

D-2

Notes had a number of potential settlement provisions, including automatic conversion of principal and accrued interest into the new series in the event of a Private Investment in Public Entity (“PIPE”) transaction, and optional conversion into Series D at $10.4425 per share upon a corporate event. The noteholders could also elect redemption at accrued interest plus three times the principal upon a corporate event. As to one Series

D-2

note for $10.0 million, any unpaid principal and interest would automatically convert into shares of Series D preferred stock at $10.4425 per share. For the remaining $20.8 million in Series

D-2

Notes, upon either the Next Equity Financing, as defined, or at maturity, the principal and accrued interest would automatically convert into the series and at a price to be mutually agreed between the Company and the noteholders.

On September 19, 2022, the aggregate outstanding principal and accrued interest of the Series

D-2

Notes, totaling $31.9 million, was converted into 6,435,447 shares of Preferred Series

D-2

at $4.9717 per share. The investors also received warrants to purchase up to a total of 756,172 shares of Series

D-2

preferred stock at $4.9717 per share, expiring in September 2025. The warrants were valued at $2.1618 per share, resulting in $1.6 million allocated to Warrant Liabilities (see Note 9).

Since the $10.0 million Series

D-2

note did not have a provision regarding a Next Equity Financing or an option for a series and price to be agreed by the Company and the noteholders, conversion of that note and interest of $0.6 million is treated as a loss on extinguishment. The remaining $20.8 million in notes and accrued interest of $0.6 million, totaling $21.4 million, was converted under the original terms, and no gain or loss is recognized on the transaction itself. Interest converted for all of the Series

D-2

Notes was calculated as of August 31, 2022. Interest from that date through September 19, 2022 totaling $0.2 million was forfeited. Imputation of the forfeited interest resulted in a $52,000 loss on extinguishment and recognition of $0.1 million in interest expense at the time of conversion (see Notes 4 and 9).

Pay-to-Play

Convertible Notes:

In December 2022, in connection with the Company’s 2022

Pay-to-Play

(“P2P”) transaction (the “P2P Transaction”), the Company entered into a Note Purchase and Exchange Agreement (“2022 P2P NPA”) with a group of lenders (each, a “Lender” and collectively, the “Lenders”). Total proceeds received in November and December 2022 under the 2022 P2P NPA approximated $2.9 million. In January and February of 2023, the Company received an additional $9.3 million in proceeds from the issuance of P2P Notes, amounts received in 2022 and 2023 are referred to collectively as the “P2P Notes” (see Note 14). Pursuant to the 2022 P2P NPA, each Lender will pay the Company an agreed upon amount (“Consideration”) in return for one or more promissory notes. The P2P Notes have a

24-month

term from the date of the 2022 P2P NPA which is

December 9

, 2024.

The 2022 P2P NPA provides that the P2P Notes may be converted as follows:

•

D-2

Preferred stock or warrants to purchase Series

D-2

preferred stock, following the date of the 2022 P2P NPA for the purpose of raising capital with gross proceeds of at least $5 million excluding the P2P Notes.

•

The Company elected to measure the P2P Notes, for the respective year issued, in their entirety at fair value with changes in fair value reported in a single line in the consolidated statements of operations. The notes were fair valued using a scenario-based method, considering varying levels of participation and four future event scenarios: Next Equity Financing, Maturity Conversion, Corporate Transaction, and Default. The conversion payout was calculated for each assumed event scenario, with probabilities estimated by management. The payout of the P2P Notes under each event scenario were discounted back to the valuation date using a discount rate aligned with the Company’s credit rating and the weighted average present value of each scenario used for the fair value of the P2P Notes. For the years ended December 31, 2023 and 2022, the Company recognized a change in fair value from the P2P Notes of approximately $2.7 million and $0.5 million, respectively, (see Notes 4 and 14). Upfront costs and fees related to items for which the fair value option is elected must be recognized immediately. As such issuance costs (warrants) and fees associated with the convertible notes were recognized in current earnings.

Under the terms of the 2022 P2P NPA, any existing investor that purchased any P2P Note, received the right to exchange the common stock held following the November 30, 2022 conversion event (the “Converted Common”) for a number of shares of shadow preferred stock mirroring the respective classes of preferred stock held prior to the conversion (the “Pull-Through Exchange”), however, all Senior Series D (see Note 11) shareholders received an automatic pull-through of their Converted Common into their respective Senior Series D Shadow preferred stock regardless of whether they invested in a P2P Note. The exchange was calculated using a defined “Exchange Formula” based on the existing investor’s amount of investment in the P2P Note in relation to the designated

pro-rata

contribution (see Note 11). Additionally, certain investors in the P2P Notes also received warrants (the “P2P Warrants”) whose total exercise price is determined based on the timing of investment as well as the level of investor participation

vis-à-vis

each investor’s designated

pro-rata

portion (see Note 9).

During the year ended December 31, 2023, certain investors who previously had their preferred stock and Series D warrants converted to common stock and common stock warrants, respectively, in connection with the 2022 conversion event, invested in additional P2P Notes. The resulting Pull-Through Exchange reinstated their Converted Common stock into share of the class(es) of Shadow Preferred Stock identical to those held prior to the 2022 conversion event (see Note 11) and reinstated their warrants into Series D Shadow preferred stock warrants (see Note 9). The fair value of the Series D warrants at reinstatement, approximating $61,000, was recognized as a component of the

Pay-to-Play

financing charge for the year ended December 31, 2023 (see Note 4).

subject to the same terms as existing P2P Notes with the exception that the P2P Notes issued to these common shareholders did not include the right to receive P2P Warrants Proceeds received under the Offering totaled $0.1 million. In addition to the P2P Note, each participating eligible common shareholder also received the right to have the number of common shares held immediately prior to the Offering restored to the total number of common shares held prior to the Company’s 2022 reverse stock-split. For the year ended December 31, 2023, this restoration of common shares resulted in incremental value to the participating eligible common investors of $5.2 million, measured as the fair value of the incremental common shares received or restored following the Offering. This incremental value has been accounted for as a

Pay-to-Play

financing charge in the accompanying consolidated statements of operations.

Additional 2023 Notes:

2023 Convertible Notes:

From July 2023 through November 2023, the Company raised $12.3 million in convertible notes (the “2023 Convertible Notes”) under a new note purchase agreement dated July 3, 2023, as amended on August 1, 2023 to refine the valuation cap definition (the “2023 NPA”) (see Note 14). The 2023 Convertible Notes accrue interest at 10% per annum and mature 18 months from the date of the 2023 NPA. The 2023 Convertible Notes are secured by all of the Company’s assets.

The 2023 NPA provides that the notes may be converted as follows:

•

The conversion price for all Lenders, regardless of purchase date, for this Next Equity Financing is defined as the lesser of 80% of the per share issue price of the equity securities sold in this financing event or a calculated per share value based on a defined valuation cap and fully-diluted capital.

•

If the Next Equity Financing conversion, Corporate Transaction conversion, SPAC Conversion or repayment of the outstanding principal and unpaid accrued interest has not occurred on or before the maturity date (January 3, 2025), the principal and unpaid accrued interest of each 2023 Convertible Note shall, at the written election of the Requisite Noteholders (which must include certain noteholder), pursuant to mutually agreed-upon terms, be automatically converted (the “Maturity Conversion”) into a class of equity shares subject to mutual agreement between the Lenders and the Company.

•

If the Next Equity Financing conversion, Corporate Transaction conversion or repayment of the outstanding principal and unpaid accrued interest has not occurred prior to a SPAC transaction, the principal and unpaid accrued interest of each 2023 Convertible Note shall automatically convert (the “SPAC Conversion”) into a number of common shares equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest on each 2023 Convertible Note by the applicable conversion price. The conversion price in this SPAC Conversion is the lesser of 80% of $11.50 per share or a calculated per share value based on a defined valuation cap and fully-diluted capital immediately prior to the SPAC transaction.

•

Investors in the 2023 Convertible Notes also received warrants to purchase the same type of equity shares into which the 2023 Convertible Notes are converted (see Notes 9 and 14).

The Company elected to measure the 2023 Convertible Notes in their entirety at fair value with changes in fair value reported in a single line in the consolidated statements of operations. The 2023 Convertible Notes were fair valued using a scenario-based method, considering five future event scenarios: Next Equity Financing, Maturity Conversion, SPAC Conversion, Corporate Transaction, and Default. The conversion payout was calculated for each assumed event scenario, with probabilities estimated by management. The payout of the 2023 Convertible Notes under each event scenario were discounted back to the valuation date using a discount rate aligned with the Company’s credit rating and the weighted average present value of each scenario used for the fair value of the 2023 Convertible Notes.

For the year ended December 31, 2023, the Company recognized a change in fair value of approximately $6.9 million (see Note 4). Upfront costs and fees related to items for which the fair value option is elected must be recognized immediately. As such issuance costs (warrants) and fees associated with the convertible notes were recognized in current earnings.

One investor who purchased a 2023 Convertible Note also received an RSU grant for a total of 6.0 million RSUs (see Note 14) which originally vested in full on the

one-year

anniversary of the grant date with such vesting subject to full acceleration upon the consummation of an IPO, SPAC Transaction, Direct Listing or Sale Event, as defined. The RSUs were valued on the date of issuance equal to the fair value of common stock approximating $2.6 million and accounted for as Debt Financing Charge on the 2023 Convertible Note. On December 22, 2023, the Company modified the RSU terms to immediately accelerate the vesting of the 6.0 million awards outstanding and issue 6.0 million shares of common stock (see Note 12).

The scheduled maturities of the Company’s outstanding convertible notes as of December 31, 2023 is as follows (in thousands):


Year ending December 31,
2024	$	14,641
2025		18,064

Less: Debt discount and loan fees		—
Less: Current portion		(14,641	)

Long-term portion	$	18,064

Demand Notes:

During the year ended December 31, 2023, the Company issued short term demand notes totaling $5.1 million, of which $4.8 million remains outstanding as of December 31, 2023. The outstanding notes earn simple interest based on a rate of twelve percent (

%) with the outstanding principal and all accrued interest due and payable on demand by the Holders at any time on or after the earlier of (1) the receipt of a minimum of $15.0 million from BurTech and other investors pursuant to the Note Purchase Agreement dated July 2, 2023 and (2) March 31, 2024 (see Notes 14 and 17).

STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)					9 Months Ended	12 Months Ended
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details)	Dec. 11, 2023 shares	Mar. 10, 2023 $ / shares shares	Dec. 15, 2021 shares	Sep. 24, 2021 shares	Sep. 30, 2024 VOTE $ / shares shares	Dec. 31, 2023 VOTE $ / shares shares	Dec. 31, 2022 $ / shares shares
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)					175,095,000	175,095,000	175,095,000
Common shares, par value (in dollars per share) \| $ / shares					$ 0.00001	$ 0.00001	$ 0.00001
Common shares, shares issued (in shares)					17,482,174	17,454,353	6,143,294
Common shares, shares outstanding (in shares)					17,482,174	17,454,353	6,143,294
Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Number of shares outstanding					4,345,663	4,345,663	28,750,000
BURTECH ACQUISITION CORP [Member]
STOCKHOLDERS' DEFICIT
Stock issued (in shares)			431,250
Ratio to be applied to the stock in the conversion					24.81	24.81
BURTECH ACQUISITION CORP [Member] \| Common Class A [Member]
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)					280,000,000	280,000,000	280,000,000
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| VOTE					1	1
Conversion of Class B to Class A Shares (in shares)	9,487,495
BURTECH ACQUISITION CORP [Member] \| Class A common stock subject to possible redemption
STOCKHOLDERS' DEFICIT
Number of shares outstanding		6,630,703			4,345,663	4,345,663	28,750,000
Number of shares redeemed	2,285,040	22,119,297
Redemption price (per share) \| $ / shares		$ 10.3			$ 11.4	$ 10.81	$ 10.25
BURTECH ACQUISITION CORP [Member] \| Class A common stock subject to possible redemption \| Common Stock [Member]
STOCKHOLDERS' DEFICIT
Number of shares outstanding						2,285,040
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption
STOCKHOLDERS' DEFICIT
Common shares, shares issued (in shares)					10,816,995	10,816,995	1,329,500
Common shares, shares outstanding (in shares)					10,816,995	10,816,995	1,329,500
Number of shares outstanding						2,285,040
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption \| Common Class A [Member]
STOCKHOLDERS' DEFICIT
Common shares, shares issued (in shares)						10,817,000
Common shares, shares outstanding (in shares)						10,817,000
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption \| Common Stock [Member]
STOCKHOLDERS' DEFICIT
Common shares, shares issued (in shares)					10,816,995
Common shares, shares outstanding (in shares)						10,816,995
Number of shares outstanding						4,345,663	28,750,000
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption \| Common Stock [Member] \| Common Class A [Member]
STOCKHOLDERS' DEFICIT
Common shares, shares issued (in shares)						10,817,000
Common shares, shares outstanding (in shares)						10,817,000
BURTECH ACQUISITION CORP [Member] \| Class B Common Stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)					20,000,000	20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares					$ 0.0001	$ 0.0001	$ 0.0001
Common shares, votes per share \| VOTE					1	1
Conversion of Class B to Class A Shares (in shares)	9,487,495
Common shares, shares issued (in shares)					5	0	9,487,500
Common shares, shares outstanding (in shares)					5	0	9,487,500
Stock issued (in shares)				862,500
Stock split				1.1
BURTECH ACQUISITION CORP [Member] \| Class B Common Stock \| Common Stock [Member]
STOCKHOLDERS' DEFICIT
Conversion of Class B to Class A Shares (in shares)						(9,487,500)
Common shares, shares issued (in shares)					5		9,487,500
Common shares, shares outstanding (in shares)					5	0	9,487,500

Supplementary Balance Sheet Information

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Disclosure Text Block Supplement [Abstract]

Supplementary Balance Sheet Information

Note 5. Supplementary Balance Sheet Information

Inventories

Inventories consists of the following (in thousands):


	September 30, 2024		December 31, 2023
Finished goods	$	—	$	16
Work in progress		937		1,542
Raw materials		7,469		4,964

Total inventories	$	8,406	$	6,522

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists of the following (in thousands):


	September 30, 2024		December 31, 2023
Deferred offering costs	$	4,532	$	1,491
Software licenses and maintenance		486		311
Advances paid to contract manufacturer		140		144
Other receivables		17		441
Prepaid subscriptions		130		83
Other		776		366

Total prepaid expenses and other current assets	$	6,081	$	2,836

Property and Equipment, Net

Property and equipment, net, consists of the following (in thousands):


	September 30, 2024			December 31, 2023
Computer equipment	$	13,350		$	13,108
Software		5,893			4,984
Furniture and fixtures		346			346
Leasehold improvements		1,416			1,594
Vehicles		26			26

		21,031			20,058
Less: Accumulated depreciation		(18,999	)		(18,503	)

Total property and equipment, net	$	2,032		$	1,555

During the three and nine months ended September 30, 2024 and 2023, depreciation and amortization expense of property and equipment was $0.3 million and $0.7 million, respectively, and $0.7 million and $1.7 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consists of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued inventory purchases	$	2,533	$	3,813
Professional fees		1,838		2,617
Deferred Revenue		1,727		733
Other		826		301

Total accrued and other current liabilities	$	6,924	$	7,464

Accrued Loss on Purchase Commitments

As of September 30, 2024 and December 31, 2023, accrued loss on purchase commitments were $1.4 million and $3.6 million, respectively (see Note 12).

Accrued Compensation

Accrued compensation consists of the following (in thousands):


	September 30, 2024		December 31, 2023
Vacation	$	1,457	$	804
Employee benefits		1,039		724
401K payable		553		215
Salaries and Wages		201		113
Other		76		82

Total accrued compensation	$	3,326	$	1,938

Note 5. Supplementary Balance Sheet Information

Inventories

Inventories consists of the following as of December 31, 2023 and 2022 (in thousands):


	2023		2022
Finished goods	$	16	$	33
Work in progress		1,542		874
Raw materials		4,964		3,429

Total inventories	$	6,522	$	4,336

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists of the following as of December 31, 2023 and 2022 (in thousands):


	2023		2022
Deferred offering costs	$	1,491	$	—
Software licenses and maintenance		311		622
Advances paid to contract manufacturer		144		200
Other receivables		441		210
Prepaid subscriptions		83		137
Other		366		343

Total prepaid expenses and other current assets	$	2,836	$	1,512

Property and Equipment, Net

Property and equipment, net, consists of the following as of December 31, 2023 and 2022 (in thousands):


	2023			2022
Computer equipment	$	13,108		$	12,936
Software		4,984			4,984
Furniture and fixtures		346			346
Leasehold improvements		1,594			1,606
Vehicles		26			26

		20,058			19,898
Less: Accumulated depreciation		(18,503	)		(16,523	)

Total property and equipment, net	$	1,555		$	3,375

In 2023 and 2022, depreciation and amortization expense of property and equipment was $2.0 million and $2.8 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consists of the following as of December 31, 2023 and 2022 (in thousands):


	For the years ended December 31,
	2023		2022
Accrued inventory purchases	$	3,813	$	972
Professional fees	$	2,617	$	516
Deferred Revenue		733		730
Other		301		456

Total accrued and other current liabilities	$	7,464	$	2,674

Accrued Loss on Purchase Commitments

As of December 31, 2023 and 2022, accrued loss on purchase commitments were $3.6 million and $5.4 million, respectively (see Note 13).

Accrued Compensation

Accrued compensation consists of the following as of December 31, 2023 and 2022 (in thousands):


	2023		2022
Vacation	$	804	$	789
Employee benefits		724		704
401K payable		215		189
Salaries and Wages		113		129
Other		82		93

Total accrued compensation	$	1,938	$	1,904

Other Liabilities

Other liabilities consists of the following as of December 31, 2023 and 2022 (in thousands):


	2023		2022
Deferred revenue	$	367	$	1,100
Other		24		24

Total liabilities	$	391	$	1,124

Subsequent Events (Details) - USD ($)							1 Months Ended		3 Months Ended	9 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Oct. 30, 2024	Oct. 24, 2024	Oct. 10, 2024	Apr. 22, 2024	Jul. 31, 2024	Jan. 31, 2024	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Oct. 15, 2024	Apr. 10, 2024	Feb. 26, 2024	Jan. 16, 2024	Dec. 31, 2022
Subsequent Event [Line Items]
Deposit in trust account									$ 4,633,444	$ 4,633,444
Common Stock, Shares, Issued									17,482,174	17,482,174	17,454,353					6,143,294
Common Stock, Shares, Outstanding									17,482,174	17,482,174	17,454,353					6,143,294
Common Class A [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding									6,833,333	6,833,333
Common Class A [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding									2,000,000	2,000,000
Backstop Subscription Agreement [Member]
Subsequent Event [Line Items]
Trust Amount Before Payment Of Expenses						$ 30,000,000,000
Backstop Subscription Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Per Share Divided Factor Of Number Of Shares For Merger						10.00%
letter agreement [Member]
Subsequent Event [Line Items]
Stock Forfeited During Period Share						2,000,000
RT Parties [Member] \| Blaize Note Financing Agreement [Member]
Subsequent Event [Line Items]
Amount of investment by separate third party group of investors to the agreement										$ 125,000,000
10% secured convertible notes [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt										$ 110,700,000
Debt Instrument, Interest Rate During Period										10.00%
Debt instrument, maturity date	Dec. 31, 2025
10% secured convertible notes [Member] \| BurTech [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt										$ 11,500,000
10% secured convertible notes [Member] \| Outside Individual Third Parties [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt										2,400,000
10% secured convertible notes [Member] \| RT Parties [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt										96,800,000
BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Proceeds from Advances from sponsor										$ 2,164,291	$ 810,345
Postmerger Equity Incentive Plan and Employee Stock Purchase Plan [Member] \| April Amendment [Member]
Subsequent Event [Line Items]
Percentage Of Revised Aggregate Reserve Size						20.00%
Equity Incentive Plan [Member] \| April Amendment [Member]
Subsequent Event [Line Items]
Percentage Of Revised Aggregate Reserve Size						7.00%
Sponsor [Member] \| BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Deposit in trust account													$ 130,370
Proceeds from Advances from sponsor									$ 844,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Accounts Payable and Other Accrued Liabilities, Current														$ 8,300,000
Subsequent Event [Member] \| April Amendment [Member] \| Common Class A [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding						6,833,333
Subsequent Event [Member] \| April Amendment [Member] \| Common Class A [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Outstanding						2,000,000
Subsequent Event [Member] \| Backstop Subscription Agreement [Member]
Subsequent Event [Line Items]
Trust Amount Before Payment Of Expenses						$ 30,000,000,000
Subsequent Event [Member] \| Backstop Subscription Agreement [Member] \| Common Class A [Member]
Subsequent Event [Line Items]
Per Share Divided Factor Of Number Of Shares For Merger						10.00%
Subsequent Event [Member] \| letter agreement [Member]
Subsequent Event [Line Items]
Stock Forfeited During Period Share						2,000,000
Subsequent Event [Member] \| New Maintenance Agreement [Member]
Subsequent Event [Line Items]
Future Payment for Execute the Agreement							$ 900,000
Subsequent Event [Member] \| RT Parties [Member] \| Blaize Note Financing Agreement [Member]
Subsequent Event [Line Items]
Amount of investment by separate third party group of investors to the agreement								$ 125,000,000
Subsequent Event [Member] \| 10% secured convertible notes [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt								$ 110,700,000
Debt Instrument, Interest Rate During Period								10.00%
Debt instrument, maturity date	Apr. 22, 2024					Aug. 01, 2023
Subsequent Event [Member] \| 10% secured convertible notes [Member] \| BurTech [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt								$ 11,500,000
Subsequent Event [Member] \| 10% secured convertible notes [Member] \| Outside Individual Third Parties [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt								2,400,000
Subsequent Event [Member] \| 10% secured convertible notes [Member] \| RT Parties [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Debt								$ 96,800,000
Subsequent Event [Member] \| SeparatePre Funded Warrant [Member] \| One Of The RT Parties [Member] \| Blaize Note Financing Agreement [Member]
Subsequent Event [Line Items]
Adjustments to Additional Paid in Capital, Warrant Issued						$ 45,000,000,000
Adjustments To Additional Paid In Capital Number Of Warrant Issued						4.5
Subsequent Event [Member] \| Twenty Twenty Three Convertible Note Warrants [Member] \| Final Closing Lender [Member]
Subsequent Event [Line Items]
Conversion of Stock, Description						The conversion price upon a SPAC Transaction for a Final Closing Lender is defined as a price per share that would entitle the Final Closing Lender to receive a number of BurTech Class A common stock equal to the outstanding principal and accrued interest divided by 5.
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 11.5
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross		6,936,285
Subsequent Event [Member] \| Restricted Stock Units (RSUs) [Member] \| 2011 Amended Plan [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited				135,400
Subsequent Event [Member] \| Postmerger Equity Incentive Plan and Employee Stock Purchase Plan [Member] \| April Amendment [Member]
Subsequent Event [Line Items]
Percentage Of Revised Aggregate Reserve Size						20.00%
Subsequent Event [Member] \| Equity Incentive Plan [Member] \| April Amendment [Member]
Subsequent Event [Line Items]
Percentage Of Revised Aggregate Reserve Size						7.00%
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued				900,000
Subsequent Event [Member] \| Common Stock [Member] \| 2011 Amended Plan [Member]
Subsequent Event [Line Items]
Common Stock, Shares, Issued				21,329,457
Subsequent Event [Member] \| Sponsor [Member] \| BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Deposit in trust account												$ 130,370			$ 130,370
Proceeds from Advances from sponsor			$ 80,000		$ 10,000

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) per share

The following table sets forth the computation of basic and dilutive net loss per share attributable to common stockholders for the three and nine months ended September 30, 2024 and 2023:


	Three months ended September 30,						Nine months ended September 30,
	2024			2023			2024			2023
Numerator:
Net loss	$	(25,607	)	$	(11,994	)	$	(54,503	)	$	(62,864	)

Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		17,478,371			3,551,881			17,466,606			3,551,881

Net loss per share attributable to common stockholders, basic and diluted	$	(1.47	)	$	(3.38	)	$	(3.12	)	$	(17.70	)

The following table sets forth the computation of basic and dilutive net loss per share attributable to common stockholders for the years ended December 31, 2023 and 2022:


	2023			2022
Numerator:
Net loss	$	(87,589	)	$	(104,630	)
Less: Deemed Dividend associated with preferred stock warrants issued with issuance of preferred stock		—			(1,635	)
Less: Change in value of preferred stock subject to possible redemption		—			(1,826	)
Add: Effect of exchange of preferred stock (See Note 11)		—			1,636

Net loss allocable to common stockholders	$	(87,589	)	$	(106,455	)

Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		4,213,244			1,445,089

Net loss per share attributable to common stockholders, basic and diluted	$	(20.79	)	$	(73.67	)

Summary Of Property, plant and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight line method over the following estimated useful lives:


Computer equipment		3 – 5 years
Software		years
Furniture and fixtures		years
Office equipment		5 years
Vehicles		8 years
Leasehold improvements		Shorter of the related lease term or useful life

Summary Of Contract with customer, contract asset, contract liability, and receivable

The following table is a rollforward of contract liabilities, which are included in accrued expenses and other current liabilities and other liabilities on the condensed consolidated balance sheets, as of September 30, 2024 (in thousands):


Balance at January 1, 2024	$	1,100
Addition of deferred revenue		1,729
Recognition of revenue		(1,102	)

Balance at September 30, 2024 (unaudited)	$	1,727

The following table is a rollforward of contract liabilities, which are included in accrued expenses and other current liabilities and other liabilities on the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands):


	2023			2022
Balance at January 1	$	1,830		$	250
Addition of deferred revenue		3,113			2,200
Recognition of revenue		(3,843	)		(620	)

Balance at December 31	$	1,100		$	1,830

Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net (loss) per share


	For the Three Months Ended September 30, 2024								For the Three Months Ended September 30, 2023
	Class A			Class A and B			Class B		Class A				Class B
	Redeemable common stock			Non-redeemable common stock			Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(251,051	)	$	(624,902	)	$	—	$	1,278	$	256	$	1,828
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663			10,817,000			—		6,630,703		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.06	)	$	(0.06	)	$	—	$	0.00	$	0.00	$	0.00


	For the Nine Months Ended September 30, 2024								For the Nine Months Ended September 30, 2023
	Class A			Class A and B			Class B		Class A				Class B
	Redeemable common stock			Non-redeemable common stock			Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	(426,121	)	$	(1,060,678	)	$	—	$	883,994	$	97,458		695,474
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		4,345,663			10,817,000			—		12,059,248		1,329,500		9,487,500
Basic and diluted net (loss) income per share	$	(0.10	)	$	(0.10	)	$	—	$	0.07	$	0.07	$	0.07


	For the Year Ended December 31, 2023						For the Year Ended December 31, 2022
	Class A				Class B		Class A				Class B
	Redeemable common stock		Non-redeemable common stock		Non-redeemable common stock		Redeemable Common stock		Non-redeemable common stock		Non-redeemable common stock
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	660,301	$	112,586	$	566,255	$	1,216,069	$	56,235	$	401,303
Denominator:
Weighted-average shares outstanding including common stock subject to redemption		10,578,271		1,803,670		9,071,610		28,750,000		1,329,500		9,487,500
Basic and diluted net income per share	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04

Summary of Significant Accounting Policies - Summary Of Contract with customer, contract asset, contract liability, and receivable (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Balance at January 1	$ 1,100	$ 1,830	$ 250
Addition of deferred revenue	1,729	3,113	2,200
Recognition of revenue	(1,102)	(3,843)	(620)
Balance at December 31	$ 1,727	$ 1,100	$ 1,830

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	175,095,000	175,095,000	175,095,000
Common stock, shares outstanding (in shares)	17,482,174	17,454,353	6,143,294
Common stock, shares issued (in shares)	17,482,174	17,454,353	6,143,294
Treasury stock, common shares (in shares)	124,225	124,225	124,225
Class A common stock subject to possible redemption
Redeemable convertible preferred stock, shares outstanding (in shares)	4,345,663	4,345,663	28,750,000
Redeemable Convertible Preferred Stock
Redeemable convertible preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001	$ 0.00001
Redeemable convertible preferred stock, shares authorized (in shares)	96,650,097	96,650,097	96,650,097
Redeemable convertible preferred stock, shares issued (in shares)	44,494,703	44,494,703	16,498,279
Redeemable convertible preferred stock, shares outstanding (in shares)	44,494,703	44,494,703	16,498,279
Redeemable convertible preferred stock, liquidation preference (in dollars)	$ 173,347	$ 173,347	$ 64,020
BURTECH ACQUISITION CORP [Member]
Preferred stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000	1,000,000
Preferred stock, shares outstanding (in shares)	0	0	0
Preferred stock, shares issued (in shares)	0	0	0
BURTECH ACQUISITION CORP [Member] \| Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	280,000,000	280,000,000	280,000,000
BURTECH ACQUISITION CORP [Member] \| Class A common stock subject to possible redemption
Redeemable convertible preferred stock, par value (in dollars per share)	$ 11.4	$ 10.81	$ 10.25
Redeemable convertible preferred stock, shares outstanding (in shares)	4,345,663	4,345,663	28,750,000
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption
Redeemable convertible preferred stock, shares outstanding (in shares)		2,285,040
Common stock, shares outstanding (in shares)	10,816,995	10,816,995	1,329,500
Common stock, shares issued (in shares)	10,816,995	10,816,995	1,329,500
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption \| Common Class A [Member]
Common stock, shares outstanding (in shares)		10,817,000
Common stock, shares issued (in shares)		10,817,000
BURTECH ACQUISITION CORP [Member] \| Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000	20,000,000	20,000,000
Common stock, shares outstanding (in shares)	5	0	9,487,500
Common stock, shares issued (in shares)	5	0	9,487,500

Leases - Summary of Lessee, Operating Lease, Liability, to be Paid, Maturity (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2024	$ 209	$ 784
2025	740	733
2026	545	545
2027	432	432
2028	366	366
Thereafter	14	14
Total	2,306	2,874
Less: imputed interest	(344)	514
Present value of net future minimum lease payments	1,962	2,360
Less: short-term operating lease liabilities	(655)	569
Long-term operating lease liabilities	$ 1,307	$ 1,791	$ 781

Warrant Liabilities - Schedule Of Fair Value Of Warrants Outstanding (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Millions	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Aggregate Exercise Price		$ 2.5
Common Stock, Shares, Issued	17,482,174	17,454,353	6,143,294
Pay to Play warrants [Member]
Class of Warrant or Right [Line Items]
Aggregate Exercise Price	$ 2.5	$ 2,500,000	$ 900,000
Common Stock Warrants Classified As Equity	336,950	336,950
Pay to Play warrants [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Valuation Of Warrant Share	764,330	721,086	726,563
Pay to Play warrants [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Valuation Of Warrant Share	744,914	694,397	669,782
Convertible Notes Warrants [Member]
Class of Warrant or Right [Line Items]
Number Of Warrant Share Exercised Value	$ 13.0	$ 2.0
Pre Funded Common Stock Warrant [Member]
Class of Warrant or Right [Line Items]
Exercise Price Of Warrant		$ 68,333
Pre Funded Common Stock Warrant [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Common Stock, Shares, Issued		7,007,582
Pre Funded Common Stock Warrant One [Member]
Class of Warrant or Right [Line Items]
Exercise Price Of Warrant	$ 68,333
Pre Funded Common Stock Warrant One [Member] \| April 2024 amendment [Member]
Class of Warrant or Right [Line Items]
warrant shares required to be issued	2,000,000
Pre Funded Common Stock Warrant One [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Common Stock, Shares, Issued		7,007,582
Pre FundedCommon Stock Warrant Two [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Exercise Price Of Warrant	$ 45,000
Common Stock, Shares, Issued	4,500,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 68,640,000	$ 3,213,000	$ 4,913,000
Restricted Cash	66,621	843,313	0
Accounts receivable, net	1,784,000	11,000	794,000
Accounts receivable – related party (Note 13)		467,000	1,106,000
Inventories	8,406,000	6,522,000	4,336,000
Trust Account - Restricted for Redeeming Shareholders		24,539,002
Prepaid expenses and other current assets	6,081,000	2,836,000	1,512,000
Total current assets	84,911,000	13,049,000	12,661,000
Property and equipment, net	2,032,000	1,555,000	3,375,000
Deferred income tax assets	1,069,000	1,033,000	926,000
Operating lease right of use assets	1,978,000	2,423,000	1,673,000
Other assets	670,000	579,000	643,000
Total assets	90,660,000	18,639,000	19,278,000
Current liabilities:
Demand notes		4,750,000
Accounts payable	10,979,000	14,925,000	8,724,000
Accrued expenses and other current liabilities	6,924,000	7,464,000	2,674,000
Accrued loss on purchase commitments	1,396,000	3,588,000	5,445,000
Accrued compensation	3,326,000	1,938,000	1,904,000
Due to Trust Account	69,441	318,888
Income tax payable	359,000	1,000	591,000
Current operating lease liabilities	655,000	569,000	886,000
Convertible notes, current portion	15,977,000	$ 14,641,000
Advances from sponsor	$ 2,164,291
Other Liability, Current, Related Party [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total current liabilities	$ 39,616,000	$ 47,876,000	20,224,000
Long-term operating lease liabilities	1,307,000	1,791,000	781,000
Warrant liabilities	7,755,000	3,730,000	529,000
Deferred underwriting commissions	4,500,000	1,500,000
Convertible notes	148,551,000	18,064,000	3,139,000
Other liabilities	25,000	391,000	1,124,000
Total liabilities	197,254,000	71,852,000	25,797,000
Commitments and contingencies (Note 12)
Stockholders' Deficit:
Common stock – $0.00001 par value; 175,095,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 17,482,174 and 17,454,353 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	0	0	0
Treasury stock, at cost: 124,225 shares at September 30, 2024 and December 31, 2023	0	0	0
Additional paid-in capital	142,618,000	141,496,000	209,928,000
Accumulated deficit	(422,559,000)	(368,056,000)	(280,467,000)
Total stockholders' deficit	(279,941,000)	(226,560,000)	(70,539,000)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	90,660,000	18,639,000	19,278,000
Redeemable Convertible Preferred Stock
Current liabilities:
Redeemable convertible preferred stock – $0.00001 par value; 96,650,097 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 44,494,703 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively; liquidation preference of $173,347 as of September 30, 2024 and December 31, 2023, respectively	173,347,000	173,347,000	64,020,000
BURTECH ACQUISITION CORP [Member]
Current assets:
Cash and cash equivalents	0	0	22,232
Restricted Cash	66,621	843,313	0
Due from sponsor	69,441	318,888	0
Trust Account - Restricted for Redeeming Shareholders		24,539,002
Prepaid expenses and other current assets	56,750
Other Assets			186,532
Total current assets	192,812	25,701,203	208,764
Investments held in Trust Account	49,915,251	46,893,175	295,802,694
Total assets	50,108,063	72,594,378	296,011,458
Current liabilities:
Accrued expenses	3,119,430	2,123,846	304,952
Franchise tax payable	150,000	35,800	200,000
Due to Trust Account	69,441	318,888
Redeemed stock payable to public stockholders		24,539,002
Convertible promissory note - related party	1,500,000	810,345
Advances from sponsor	$ 2,164,291	0
Other Liability, Current, Related Party [Extensible Enumeration]	Related Party [Member]
Income tax payable	$ 406,071	1,027,644	791,758
Excise Tax Payable	2,523,150	2,523,150
Derivative Liability - Backstop Subscription Agreement	446,776
Total current liabilities	10,379,159	31,378,675	1,296,710
Deferred underwriting commissions	10,062,500	10,062,500	10,062,500
Total liabilities	20,441,659	41,441,175	11,359,210
Commitments and contingencies (Note 12)
Stockholders' Deficit:
Preferred stock
Additional paid-in capital	0	0
Accumulated deficit	(19,829,920)	(15,839,811)	(10,145,752)
Total stockholders' deficit	(19,828,838)	(15,838,729)	(10,144,670)
Total liabilities, redeemable convertible preferred stock and stockholders' deficit	50,108,063	72,594,378	296,011,458
BURTECH ACQUISITION CORP [Member] \| Class A common stock
Stockholders' Deficit:
Total stockholders' deficit	1,082	1,082	133
BURTECH ACQUISITION CORP [Member] \| Class A common stock subject to possible redemption
Current liabilities:
Excise Tax Payable	2,523,150	2,523,150
Class A common stock subject to possible redemption	49,495,242	46,991,932	294,796,918
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption
Stockholders' Deficit:
Common stock – $0.00001 par value; 175,095,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 17,482,174 and 17,454,353 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	$ 1,082	$ 1,082	133
BURTECH ACQUISITION CORP [Member] \| Class B Common Stock
Stockholders' Deficit:
Common stock – $0.00001 par value; 175,095,000 shares authorized as of September 30, 2024 and December 31, 2023, respectively; 17,482,174 and 17,454,353 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			949
Total stockholders' deficit			$ 949

Redeemable Convertible Preferred Stock - Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation (Details) - USD ($)
$ in Thousands

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Dec. 31, 2022

96,650,097

Redeemable Convertible Preferred Stock Carrying Value

44,494,703

16,498,279

$ 173,347

^[1]

$ 173,347

^[2]

$ 64,020

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 173,347

$ 64,020

Series Seed Shadow Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

5,032,238

Redeemable Convertible Preferred Stock Carrying Value

2,020,309

868,054

$ 698

^[1]

$ 698

^[2]

$ 300

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 698

$ 300

Series A Shadow Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

15,174,130

Redeemable Convertible Preferred Stock Carrying Value

4,573,935

2,378,753

$ 3,183

^[1]

$ 3,183

^[2]

$ 1,655

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 3,183

$ 1,655

Series B Shadow Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

18,392,046

Redeemable Convertible Preferred Stock Carrying Value

12,234,661

1,716,987

$ 8,442

^[1]

$ 8,442

^[2]

$ 1,185

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 8,442

$ 1,185

Series C Shadow Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

13,722,052

Redeemable Convertible Preferred Stock Carrying Value

10,211,548

3,091,485

$ 48,661

^[1]

$ 48,661

^[2]

$ 14,732

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 48,661

$ 14,732

Series D Shadow Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

4,707,494

Redeemable Convertible Preferred Stock Carrying Value

3,990,707

331,145

$ 41,673

^[1]

$ 41,673

^[2]

$ 3,458

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 41,673

$ 3,458

Series D Exchange Shadow Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

4,707,494

Redeemable Convertible Preferred Stock Carrying Value

239,405

$ 2,500

^[1]

$ 2,500

^[2]

$ 2,500

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 2,500

Series D 1 Shadow Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

3,935,839

Redeemable Convertible Preferred Stock Carrying Value

3,662,318

310,630

$ 30,595

^[1]

$ 30,595

^[2]

$ 2,595

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 30,595

$ 2,595

Series D 1 Exchange Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

3,935,839

Redeemable Convertible Preferred Stock Carrying Value

$ 0

^[1]

$ 0

^[2]

$ 0

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 0

Series D 2 Shadow Preferred Stock [Member]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Line Items]

27,042,965

Redeemable Convertible Preferred Stock Carrying Value

7,561,820

$ 37,595

^[1]

$ 37,595

^[2]

$ 37,595

^[3]

Redeemable Convertible Preferred Stock Liquidation Preference

$ 37,595

[1]	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution
[2]	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution
[3]	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution

Common stock and Stock-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Common stock and Stock-Based Compensation [Abstract]

Common stock and Stock-Based Compensation [Text Block]

Note 11. Common stock and Stock-Based Compensation

Common stock:

At September 30, 2024 and December 31, 2023, there were 175,095,000 shares of common stock authorized, respectively, and 17,482,174 and 17,454,353 shares issued and outstanding, respectively.

Holders of common stock are entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the priority rights of holders of all series of Preferred Stock outstanding. Holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

Common stock reserved for issuance as of September 30, 2024 and December 31, 2023, is as follows:


	September 30, 2024			December 31, 2023
Series Seed Shadow Preferred		2,020,309			2,020,309
Series A Shadow Preferred		4,573,935			4,573,935
Series B Shadow Preferred		12,234,661			12,234,661
Series C Shadow Preferred		10,211,548			10,211,548
Series D Shadow Preferred		3,990,707			3,990,707
Series D Exchange Shadow Preferred		239,405			239,405
Series D-1 Shadow Preferred		3,662,318			3,662,318
Series D-2 Shadow Preferred		7,561,820			7,561,820
Warrants outstanding for future issuance of Series D Shadow and Series D-2 Shadow preferred stock		756,172			1,094,667
Warrants outstanding for future issuance of common stock		—			2,063
Pay-to-Play warrants (estimated see Note 8)		764,330			721,086
Convertible Notes warrants – 2023			(a)			( )
Pre-funded warrant (estimated see Note 8)		2,000,000			7,007,582
Pre-funded warrant April 2024 (estimated see Note 8)		4,500,000			—
Stock options and restricted stock units		21,130,207			21,354,809
Stock options available for future issuance		1,036,487			839,706

Total shares of common stock reserved		74,681,899			75,514,616

(a)	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable as of September 30, 2024 and December 31 ,2023 due to the variable settlement terms (see Note 8).

Stock-Based Compensation:

In November 2011, and as amended in December 2018 and August 2021, the Company adopted the 2011 Stock Plan (the “2011 Amended Plan”). Under the 2011 Amended Plan, incentive stock options (“ISOs”) may be granted to employees at exercise prices not lower than the fair value of the stock at the date of grant as determined by the Board, or the committee appointed by the Board to administer the 2011 Amended Plan. For ISOs granted to a person who, at the time of the grant, owns stock representing more than 10% of the total combined voting power of all classes of the Company’s stock, the per share exercise price must be no less than 110% of the fair value on the date of the grant as determined by the Board.

The Company recognizes compensation expense for service-based options on a straight-line basis over the requisite service period of all employees or

non-employees,

which is the award’s vesting term, generally over four years. The Company accounts for forfeitures when they occur.

The Company also grants RSUs, which vest upon the satisfaction of both the service-based condition and a liquidity event condition. The liquidity event condition for the RSUs is satisfied upon the occurrence of a qualifying event, defined specifically in the equity documents, and generally refer to the earlier of a specified period of time subsequent to an initial public offering or an acquisition, in all cases prior to the expiration date of the award. Additionally, for all terminated RSU grants, all RSUs which have satisfied a portion or all of the service-based condition of the termination date remain with the stockholder and do not return to the pool of shares available for issuance until the earlier of the satisfaction of the liquidity event (at which time those RSUs vest) or the expiration date of the award. The RSUs expire as defined by the individual RSU grant, generally the earlier of (i) the first anniversary or second anniversary of terminated service, for 2023 and prior grants, respectively, for any reason and (ii) expire date defined as the fifth anniversary of the date of grant. The fair value of RSUs is determined based on the Company’s estimated fair value of common stock at the date of grant, as determined by the Board of Directors.

As of September 30, 2024, there were service-based options outstanding to purchase a total of 16,330,351 shares of common stock under the Plan and 4,799,856 unvested RSUs. As of September 30, 2024, 1,036,487 shares of common stock were available for issuance for either option or RSU grants under the 2011 Amended Plan.

Options:

A summary of option activity for the nine months ended September 30, 2024 is as follows:


	Number of options outstanding			Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value (in thousands)
Outstanding options at December 31, 2023		16,437,980		$	1.12		9.3	$	13,907
Granted		—			—
Exercised		(27,821	)		2.87
Expired		(3,250	)		0.70
Forfeited		(76,558	)		11.17

Outstanding options at September 30, 2024		16,330,351		$	1.07		8.6	$	7,269

Vested/expected to vest at September 30, 2024		16,330,351		$	1.07		8.6	$	7,269
Exercisable options at September 30, 2024		6,772,090		$	1.94		8.1	$	2,684

As of September 30, 2024 there were approximately $2.4 million of total unrecognized compensation cost related to unvested options granted, which is expected to be recognized over the weighted-average period of 1.9 years.

The Company recorded stock-based compensation expense for stock options during the three and nine months ended September 30, 2024 and 2023, as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Research and development	$	189	$	64	$	539	$	194
Selling, general and administrative		171		222		503		256

Total	$	360	$	286	$	1,042	$	450

The Company uses the Black-Scholes option-pricing model to determine the grant-date fair value of stock options. The determination of the fair value of stock options on the grant date is affected by the estimated underlying common stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends. There were no stock options granted during the nine months ended September 30, 2024.

Restricted-Stock Units:

A summary of the Company’s RSU activity issued under the 2011 Amended Plan, inclusive of the six million RSUs issued to an investor (see Notes 7 and 13), for the nine months ended September 30, 2024 is as follows:


	Awards			Weighted- average grant date fair value (per share)
Nonvested as of December 31, 2023		4,916,829		$	1.18
Issued		—			—
Forfeited		(116,973	)	$	0.84

Nonvested as of September 30, 2024		4,799,856		$	1.18

The RSUs have both a service-based condition and a liquidity event condition. The liquidity event

condition

is only satisfied on the consummation of the liquidity event, such as an IPO, which is currently not determinable or probable. As the satisfaction of the liquidity event condition for all RSUs is neither determinable nor probable as of September 30, 2024, no stock-based compensation expense was recognized for the periods presented. The probability will be evaluated each reporting period. As of September 30, 2024, there was $4.4 million of total unrecognized compensation expense related to outstanding RSU equity awards. Since the RSUs only vest on the consummation of a liquidity event which is currently not determinable or probable, the Company is unable to determine the weighted-average period over which the unrecognized cost will be recognized.

Note 12. Common stock and Stock-Based Compensation

Common stock:

On November 30, 2022, the Company’s stockholders approved a

ten-for-one

reverse stock split of its common stock. The par value of the common stock was not adjusted as a result of the reverse stock split. At December 31, 2023 and 2022, there were 175,095,000 shares of common stock authorized and 17,454,353 and 6,143,294 shares issued and outstanding, respectively.

Common stock reserved for issuance as of December 31, 2023 and 2022, is as follows:


	2023			2022
Series Seed Shadow Preferred		2,020,309			868,054
Series A Shadow Preferred		4,573,935			2,378,753
Series B Shadow Preferred		12,234,661			1,716,987
Series C Shadow Preferred		10,211,548			3,091,485
Series D Shadow Preferred		3,990,707			331,145
Series D Exchange Shadow Preferred		239,405			239,405
Series D-1 Shadow Preferred		3,662,318			310,630
Series D-1 Exchange Shadow Preferred		—			—
Series D-2 Shadow Preferred		7,561,820			7,561,820
Warrants outstanding for future issuance of Series D Shadow and Series D-2 Shadow preferred stock		1,094,667			757,717
Warrants outstanding for future issuance of common stock		2,063			35,754
Pay-to-Play warrants (estimated see Note 9)		721,086			726,563
Convertible Notes warrants – 2023			(a)		—
Pre-funded warrant (estimated see Note 9)		7,007,582			—
Stock options and restricted stock units		21,354,809			1,463,753
Stock options available for future issuance		839,706			1,461,660

Total shares of common stock reserved		75,514,616			20,943,726

(a)	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable as of December 31, 2023 due to the variable settlement terms (see Note 9).

Stock-Based Compensation:

In November 2011, and as amended in December 2018 and August 2021, the Company adopted the 2011 Stock Plan (the “2011 Amended Plan”). The Amended Plan has substantially the same terms as the 2011 Plan with the addition the Amended Plan providing for the issuance of RSUs as well as incentive stock options (“ISOs”), and

non-qualified

stock options (“NQs”) under the original 2011 Plan. The Amended Plan terminates automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or (ii) the date when the Board of Directors approved the most recent increase in the number of shares reserved under the Plan that was also approved by the Company’s stockholders. Subject to specific limitations, the Board of Directors may amend, suspend or terminate the Plan at any time and for any reason. Stock options may be immediately exercisable subject to repurchase or may be exercisable as determined by the Board of Directors. The Company has not allowed for early exercises of options under the Amended Plan.

Under the Amended Plan, ISOs may be granted to employees at exercise prices not lower than the fair value of the stock at the date of grant as determined by the Board, or the committee appointed by the Board to administer the 2011 Amended Plan. For ISOs granted to a person who, at the time of the grant, owns stock representing more than 10% of the total combined voting power of all classes of the Company’s stock, the per share exercise price must be no less than 110% of the fair value on the date of the grant as determined by the Board.

The Company recognizes compensation expense for service-based options on a straight-line basis over the requisite service period of all employees or

non-employees,

which is the award’s vesting term, generally over four years. The Company accounts for forfeitures when they occur.

As of December 31, 2023, there were service-based options outstanding to purchase a total of 16,437,980 shares of common stock under the Plan and 4,916,829 unvested RSUs. As of December 31, 2023, 839,706 shares of common stock were available for issuance for either option or RSU grants under the 2011 Amended Plan.

Options:

A summary of option activity as of December 31, 2023 is as follows:


	Number of options outstanding			Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value (in thousands)
Outstanding options at December 31, 2021		1,481,845		$	8.91		6.4	$	17,478
Granted		5,730			20.70
Exercised		(17,666	)		7.27
Expired		(75,744	)		0.70
Forfeited		(68,321	)		15.58

Outstanding options at December 31, 2022		1,325,844		$	9.10		5.6	$	925
Granted		15,141,280			0.44
Exercised		(1,000	)		0.80
Expired		(8,601	)		0.80
Forfeited		(19,543	)		15.53

Outstanding options at December 31, 2023		16,437,980		$	1.12		9.3	$	13,907

Vested/expected to vest at December 31, 2023		16,437,980		$	1.12		9.3	$	13,907
Exercisable options at December 31, 2023		3,285,911		$	3.73		7.7	$	1,957

The aggregate intrinsic value of service-based options exercised during the years ended December 31, 2023 and 2022, was zero and $237 thousand, respectively. The intrinsic value is the difference between the estimated fair value of the Company’s common stock at the date of exercise and the exercise price for

in-the-

money options.

The weighted-average grant-date fair value of options granted during the year ended December 31, 2023 and 2022, was $0.25 per share and $10.62 per share, respectively. The total grant date fair value of options that vested during the year ended December 31, 2023 and 2022, was $0.8 million and $1.0 million, respectively.

As of December 31, 2023, there was approximately $3.4 million of total unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over the weighted-average period of 2.6 years.

The Company recorded stock-based compensation expense for stock options during the years ended December 31, 2023 and 2022, as follows (in thousands):


	2023		2022
Research and development	$	372	$	487
Selling, general and administrative		2,111		758

Total	$	2,483	$	1,245

The Company uses the Black-Scholes option-pricing model to determine the grant-date fair value of stock options. The determination of the fair value of stock options on the grant date is affected by the estimated underlying common stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends. The grant date fair value of the Company’s stock options granted in the years ended December 31, 2023 and 2022, was estimated using the Black-Scholes model with the range of assumptions stated below:


	2023	2022
Risk-free interest rate	4.44% – 4.46%	1.60% – 3.03%
Expected life, in years	5.00 – 6.01	5.91 – 6.08
Expected volatility	56.74% – 57.56%	55.90% – 57.09%
Dividend yield	—%	—%
Weighted average fair value of common stock	$0.25	$10.62

The risk-free interest rate is based on the U.S. Treasury constant maturities on the date of the grant for the time period equal to the expected term of the options granted. Expected volatility was calculated for the given term on the basis of the average volatilities of a peer group of representative public companies having considered characteristics such as industry, stage of life cycle, size, financial leverage and comparable programs and participant pools. The Company determined the use of historical volatility for similar entities represents a more accurate calculation of option fair value. Expected life is calculated using the simplified method (based on the

mid-point

between the vesting date and the end of the contractual term of the option). The Company has no history or experience of paying cash dividends on its common stock and thus, has assumed a

zero-dividend

rate. The assumptions used to calculate the fair value of options granted are evaluated and revised for new awards, as necessary, to reflect market conditions and experience.

Restricted-Stock Units:

A summary of the Company’s RSU activity issued under the 2011 Amended Plan, inclusive of the six million RSUs issued to an investor (see Notes 8 and 14), for the year ended December 31, 2023 is as follows:


	Awards			Weighted- average grant date fair value (per share)
Nonvested as of January 1, 2022		73,386		$	20.70
Issued		78,256		$	10.41
Forfeited		(13,733	)	$	16.46

Nonvested as of December 31, 2022		137,909		$	15.28
Issued		10,929,820		$	0.60
Exercised		(6,000,000	)	$	0.44
Forfeited		(150,900	)	$	1.98

Nonvested as of December 31, 2023		4,916,829		$	1.18

The RSUs have both a service-based condition and a liquidity event condition. The liquidity event condition is only satisfied on the consummation of the liquidity event, such as an IPO, which is currently not determinable or probable. As the satisfaction of the liquidity event condition for all RSUs is neither determinable nor probable as of December 31, 2023, no stock-based compensation expense was recognized for the year presented. The probability will be evaluated each reporting period. As of December 31, 2023, there was $3.6 million of total unrecognized compensation expense related to outstanding RSU equity awards. Since the RSUs only vest on the consummation of a liquidity event which is currently not determinable or probable, the Company is unable to determine the weighted-average period over which the unrecognized cost will be recognized.

The 6 million RSUs issued as part of the 2023 Convertible Note financing were fair valued on the date of grant and recognized as debt financing charge at date of transaction. See Notes 8 and 14. Effective December 21, 2023, as a condition of executing the Merger Agreement, the Company accelerated the vesting associated with the six million RSUs. Upon acceleration, the RSUs were immediately exchanged and 6,000,000 shares of common stock issued. The modification of vesting terms resulted in the recognition of $1.7 million in stock-based compensation expense.

Warrant Liabilities - Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Convertible Notes Warrants [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Dividend yield	0.00%
Convertible Notes Warrants [Member] \| Maximum [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	5.55%
Expected life, in years	5 years
Expected volatility	73.00%
Fair value of preferred stock	4.43%
Fair value of common stock	0.81%
Convertible Notes Warrants [Member] \| Minimum [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	3.86%
Expected life, in years	4 months 9 days
Expected volatility	61.20%
Fair value of preferred stock	4.16%
Fair value of common stock	0.74%
Convertible Notes Warrants [Member] \| 2023 Period [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Dividend yield		0.00%
Fair value of preferred stock		4.16%
Fair value of common stock		0.74%
Convertible Notes Warrants [Member] \| 2023 Period [Member] \| Maximum [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate		5.26%
Expected life, in years		9 years 6 months 3 days
Expected volatility		62.80%
Convertible Notes Warrants [Member] \| 2023 Period [Member] \| Minimum [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate		3.88%
Expected life, in years		6 months 3 days
Expected volatility		61.20%
Convertible Notes Warrants [Member] \| At Inception [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Dividend yield			0.00%
Fair value of preferred stock			4.18%
Fair value of common stock			0.44%
Convertible Notes Warrants [Member] \| At Inception [Member] \| Maximum [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate			5.43%
Expected life, in years			10 years
Expected volatility			65.10%
Convertible Notes Warrants [Member] \| At Inception [Member] \| Minimum [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate			3.86%
Expected life, in years			1 year
Expected volatility			60.10%
Convertible Notes Warrants One [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Dividend yield	0.00%	0.00%
Fair value of preferred stock	4.03%	4.16%
Fair value of common stock	0.92%	0.74%
Convertible Notes Warrants One [Member] \| Maximum [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	4.93%	5.26%
Expected life, in years	4 years 8 months 19 days	9 years 6 months 3 days
Expected volatility	73.20%	62.80%
Convertible Notes Warrants One [Member] \| Minimum [Member]
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	3.58%	3.88%
Expected life, in years	29 days	6 months 3 days
Expected volatility	66.30%	61.20%

Revenue - Summary of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 1,727	$ 1,100	$ 1,830
Current
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	1,727	733	730
Non-current
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 0	$ 367	$ 1,100

COMMITMENTS AND CONTINGENCIES (Details)								3 Months Ended	9 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Sep. 19, 2024 USD ($)	Sep. 09, 2024 USD ($)	Apr. 22, 2024 USD ($) $ / shares shares	Apr. 21, 2024 USD ($)	Dec. 11, 2023 USD ($) shares	Mar. 10, 2023 USD ($) shares $ / shares	Dec. 15, 2021 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) item $ / shares shares	Dec. 31, 2023 USD ($) item $ / shares shares	Apr. 26, 2024 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item										3
Deferred underwriting commissions									$ 4,500,000	$ 1,500,000
Price per share \| $ / shares										$ 0.25		$ 10.62
Purchase Commitment, Remaining Minimum Amount Committed									$ 300,000	$ 4,400,000
Purchase Commitment, Description										The majority of the Company’s outstanding inventory purchase orders and preauthorized commitments to procure strategic components based on the Company’s expected demand are placed with the Company’s primary third party contract manufacturer and a semiconductor supplier.
Purchase Obligation										$ 4,400,000		$ 0
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable										$ 25,000,000
Shares Issued \| shares									17,482,174	17,454,353		6,143,294
Business Combination Advisory Fees	$ 1,000,000,000
Business Combination Private Placement Fee	$ 500,000,000
Duration To Pay Business Combination private placement fee	2 days
Threshold Limit For Sale Transaction Fee For Transaction Value	$ 3,000,000,000
Threshold Limit For Sale Transaction Fee For Transaction Value Percentage	1.00%
Earnout Common Stock
COMMITMENTS AND CONTINGENCIES
Shares Issued \| shares										16,300,000
Sponsor [Member]
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price									$ 25,000
accrued losses [Member]
COMMITMENTS AND CONTINGENCIES
Loss Contingency, Accrual, Noncurrent									$ 1,400,000	$ 3,600,000		$ 5,400,000
Blaize Holdings, Inc. \| Jefferies LLC
COMMITMENTS AND CONTINGENCIES
Advisory agreement, right of first refusal period		12 months
Maximum percentage of customary compensation offset against deferred transaction fee		25.00%
Blaize Holdings, Inc. \| Maximum \| Jefferies LLC
COMMITMENTS AND CONTINGENCIES
Advisory fees deferred		$ 1,000,000
Backstop Subscription Agreement
COMMITMENTS AND CONTINGENCIES
Trust Amount Before Payment Of Expenses			$ 30,000,000,000
Backstop Subscription Agreement \| Common Class A [Member]
COMMITMENTS AND CONTINGENCIES
Per Share Divided Factor Of Number Of Shares For Merger			10.00%
Backstop Subscription Agreement \| Subsequent Event [Member]
COMMITMENTS AND CONTINGENCIES
Trust Amount Before Payment Of Expenses			$ 30,000,000,000
Backstop Subscription Agreement \| Subsequent Event [Member] \| Common Class A [Member]
COMMITMENTS AND CONTINGENCIES
Per Share Divided Factor Of Number Of Shares For Merger			10.00%
letter agreement [Member]
COMMITMENTS AND CONTINGENCIES
Stock Forfeited During Period Share \| shares			2,000,000
letter agreement [Member] \| Subsequent Event [Member]
COMMITMENTS AND CONTINGENCIES
Stock Forfeited During Period Share \| shares			2,000,000
BURTECH ACQUISITION CORP [Member]
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item									3
Underwriting cash discount per unit (in percentage)							1
Underwriting fees							$ 2,875,000
Deferred underwriting discount per unit (in percentage)									3.5	3.5
Deferred underwriting commissions							$ 10,062,500		$ 10,062,500	$ 10,062,500		$ 10,062,500
Stock issued (in shares) \| shares							431,250
Aggregate purchase price							$ 3,456,652
Representative shares per share \| $ / shares							$ 8.02
Aggregate fair value								$ 8,758,683		8,758,683
Excise tax liability recorded									$ 2,523,150	$ 2,523,150
Percentage of beneficial ownership held									10.00%	10.00%
Percentage of aggregate reserve size under Equity Incentive Plan and ESPP			20.00%
Evergreen percentage for equity incentive plan			7.00%
Base purchase price			$ 767,000,000	$ 700,000,000
Shares considered for calculating proportionate shares \| shares			325,000
BURTECH ACQUISITION CORP [Member] \| EF Hutton
COMMITMENTS AND CONTINGENCIES
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
BURTECH ACQUISITION CORP [Member] \| Class A common stock subject to possible redemption
COMMITMENTS AND CONTINGENCIES
Number of shares redeemed \| shares					2,285,040	22,119,297
Value of shares redeemed					$ 24,539,002	$ 227,776,035
Excise tax liability recorded									$ 2,523,150	$ 2,523,150
Percentage of shares redeemed						1.00%
BURTECH ACQUISITION CORP [Member] \| Subsequent Event [Member]
COMMITMENTS AND CONTINGENCIES
Percentage of aggregate reserve size under Equity Incentive Plan and ESPP			20.00%
Evergreen percentage for equity incentive plan			7.00%
Base purchase price			$ 767,000,000	$ 700,000,000
Shares considered for calculating proportionate shares \| shares			325,000
BURTECH ACQUISITION CORP [Member] \| Subsequent Event [Member] \| EF Hutton
COMMITMENTS AND CONTINGENCIES
Cash payment agreed in lieu of full deferred underwriting commission											$ 1,500,000
BURTECH ACQUISITION CORP [Member] \| Sponsor [Member]
COMMITMENTS AND CONTINGENCIES
Aggregate purchase price										$ 25,000
Number of shares agreed to forfeit by sponsor to be effective immediately prior to business combination \| shares			2,000,000
BURTECH ACQUISITION CORP [Member] \| Sponsor [Member] \| Subsequent Event [Member]
COMMITMENTS AND CONTINGENCIES
Number of shares agreed to forfeit by sponsor to be effective immediately prior to business combination \| shares			2,000,000
BURTECH ACQUISITION CORP [Member] \| Lock up Agreement \| Merger Agreement
COMMITMENTS AND CONTINGENCIES
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination									150 days	150 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination									30 days	30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences									20 days	20 years
BURTECH ACQUISITION CORP [Member] \| Lock up Agreement \| Merger Agreement \| Class A common stock subject to possible redemption
COMMITMENTS AND CONTINGENCIES
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares									$ 12	$ 12
BURTECH ACQUISITION CORP [Member] \| Backstop Subscription Agreement
COMMITMENTS AND CONTINGENCIES
Backstop amount			$ 30,000,000
BURTECH ACQUISITION CORP [Member] \| Backstop Subscription Agreement \| Sponsor [Member]
COMMITMENTS AND CONTINGENCIES
Backstop amount			$ 30,000,000
Price per share \| $ / shares			$ 10
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Founder Shares
COMMITMENTS AND CONTINGENCIES
Maximum number of shares transferred in exchange for non-redeemed shares \| shares						1,149,412
Aggregate fair value						$ 8,758,683
Fair value per share \| $ / shares						$ 7.62
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Founder Shares \| Probability of a successful business combination
COMMITMENTS AND CONTINGENCIES
Measurement input						75
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Founder Shares \| Implied volatility
COMMITMENTS AND CONTINGENCIES
Measurement input						4.16
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Founder Shares \| Value per shares as of the valuation date
COMMITMENTS AND CONTINGENCIES
Measurement input \| shares						10.24
BURTECH ACQUISITION CORP [Member] \| Blaize Holdings, Inc. \| Jefferies LLC
COMMITMENTS AND CONTINGENCIES
Advisory fees payable		$ 4,500,000

STOCKHOLDERS' DEFICIT

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

STOCKHOLDERS' DEFICIT

NOTE 7. STOCKHOLDERS’ DEFICIT

Preferred Stock

— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

— The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On December 11, 2023, the Company issued an aggregate of 9,487,495 Class A Shares to the holders of the Company’s shares of Class B Shares upon the exchange of an equal number of Class B Shares (“the Exchange”). On September 30, 2024 and December 31, 2023, there were 10,816,995 shares issued and outstanding (excluding 2,285,040 shares to be redeemed as of December 31, 2023 and excluding 4,345,663 shares subject to possible redemption) as of September 30, 2024 and December 31, 2023.

The 9,487,495 Class A Shares issued in connection with the Exchange are subject to the same restrictions as applied to the Class B Shares before the Exchange, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for our initial public offering.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares at approximately $10.30 per share.

Class

B Common Stock

— The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split. Due to the Exchange, on December 11, 2023, the Company converted 9,487,495 Class B Shares to Class A Shares. As of September 30, 2024 and December 31, 2023, there were 5 shares of Class B common stock issued and outstanding.

The number of founder shares outstanding was determined so that the founder shares, will represent, on an

as-converted

basis, 24.81% of the outstanding shares after the IPO (excluding the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering).

The shares of Class B common stock will automatically convert into shares of the Class A common stock at the time of the consummation of the initial Business Combination on a

one-for-one

basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations etc. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an

as-converted

basis, based on the total number of all shares of common stock outstanding upon the completion of the IPO (excluding the shares of Class A common stock to be issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units and their underlying securities issued to the Sponsor or its affiliates upon conversion of Working Capital Loans made to the Company). The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

Warrants

Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as described herein. The warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination or 12 months after the closing of the IPO.

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

The Company has agreed that as soon as practicable after the closing of the initial Business Combination to use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the

“30-day

redemption period”) to each warrant holder;

•

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a

30-trading

day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders; and

•

If and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of Class A common stock for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the warrants underlying the Units being offered in the Initial Public Offering, except that they will not be transferable, assignable or saleable until 30 days after the consummation of the initial Business Combination.

NOTE 7.

STOCKHOLDERS’ DEFICIT

Preferred Stock

— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

Class

A Common Stock

— The Company is authorized to issue 280,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. On December 11, 2023, the Company issued an aggregate of 9,487,495 Class A Shares to the holders of the Company’s shares of Class B Shares upon the exchange of an equal number of Class B Shares (“the Exchange”). On December 31, 2023 and 2022, there were 10,817,000 and 1,329,500 shares issued and outstanding (excluding 2,285,040 shares to be redeemed as of December 31, 2023 and excluding 4,345,663 and 28,750,000 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares at approximately $10.30 per share.

Class

B Common Stock

— The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split. Due to the Exchange, on December 11, 2023, the Company converted 9,487,495 Class B Shares to Class A Shares. As of December 31, 2023 and 2022, there were 0 and 9,487,500 shares of Class B common stock issued and outstanding, respectively

The number of founder shares outstanding was determined so that the founder shares, will represent, on an

as-converted

The shares of Class B common stock will automatically convert into shares of the Class A common stock at the time of the consummation of the initial Business Combination on a

one-for-one

in this prospectus and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an

as-converted

Warrants

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.

Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the

“30-day

redemption period”) to each warrant holder;

•

30-trading

day period commencing once the warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders; and

•

If and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Common stock and Stock-Based Compensation [Abstract]

Common stock and Stock-Based Compensation (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Summary Of Common Stock Reserved For Issuance

Common stock reserved for issuance as of September 30, 2024 and December 31, 2023, is as follows:


	September 30, 2024			December 31, 2023
Series Seed Shadow Preferred		2,020,309			2,020,309
Series A Shadow Preferred		4,573,935			4,573,935
Series B Shadow Preferred		12,234,661			12,234,661
Series C Shadow Preferred		10,211,548			10,211,548
Series D Shadow Preferred		3,990,707			3,990,707
Series D Exchange Shadow Preferred		239,405			239,405
Series D-1 Shadow Preferred		3,662,318			3,662,318
Series D-2 Shadow Preferred		7,561,820			7,561,820
Warrants outstanding for future issuance of Series D Shadow and Series D-2 Shadow preferred stock		756,172			1,094,667
Warrants outstanding for future issuance of common stock		—			2,063
Pay-to-Play warrants (estimated see Note 8)		764,330			721,086
Convertible Notes warrants – 2023			(a)			( )
Pre-funded warrant (estimated see Note 8)		2,000,000			7,007,582
Pre-funded warrant April 2024 (estimated see Note 8)		4,500,000			—
Stock options and restricted stock units		21,130,207			21,354,809
Stock options available for future issuance		1,036,487			839,706

Total shares of common stock reserved		74,681,899			75,514,616

(a)	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable as of September 30, 2024 and December 31 ,2023 due to the variable settlement terms (see Note 8).

Common stock reserved for issuance as of December 31, 2023 and 2022, is as follows:


	2023			2022
Series Seed Shadow Preferred		2,020,309			868,054
Series A Shadow Preferred		4,573,935			2,378,753
Series B Shadow Preferred		12,234,661			1,716,987
Series C Shadow Preferred		10,211,548			3,091,485
Series D Shadow Preferred		3,990,707			331,145
Series D Exchange Shadow Preferred		239,405			239,405
Series D-1 Shadow Preferred		3,662,318			310,630
Series D-1 Exchange Shadow Preferred		—			—
Series D-2 Shadow Preferred		7,561,820			7,561,820
Warrants outstanding for future issuance of Series D Shadow and Series D-2 Shadow preferred stock		1,094,667			757,717
Warrants outstanding for future issuance of common stock		2,063			35,754
Pay-to-Play warrants (estimated see Note 9)		721,086			726,563
Convertible Notes warrants – 2023			(a)		—
Pre-funded warrant (estimated see Note 9)		7,007,582			—
Stock options and restricted stock units		21,354,809			1,463,753
Stock options available for future issuance		839,706			1,461,660

Total shares of common stock reserved		75,514,616			20,943,726

(a)	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable as of December 31, 2023 due to the variable settlement terms (see Note 9).

Summary Of Option Activity

A summary of option activity for the nine months ended September 30, 2024 is as follows:


	Number of options outstanding			Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value (in thousands)
Outstanding options at December 31, 2023		16,437,980		$	1.12		9.3	$	13,907
Granted		—			—
Exercised		(27,821	)		2.87
Expired		(3,250	)		0.70
Forfeited		(76,558	)		11.17

Outstanding options at September 30, 2024		16,330,351		$	1.07		8.6	$	7,269

Vested/expected to vest at September 30, 2024		16,330,351		$	1.07		8.6	$	7,269
Exercisable options at September 30, 2024		6,772,090		$	1.94		8.1	$	2,684

A summary of option activity as of December 31, 2023 is as follows:


	Number of options outstanding			Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value (in thousands)
Outstanding options at December 31, 2021		1,481,845		$	8.91		6.4	$	17,478
Granted		5,730			20.70
Exercised		(17,666	)		7.27
Expired		(75,744	)		0.70
Forfeited		(68,321	)		15.58

Outstanding options at December 31, 2022		1,325,844		$	9.10		5.6	$	925
Granted		15,141,280			0.44
Exercised		(1,000	)		0.80
Expired		(8,601	)		0.80
Forfeited		(19,543	)		15.53

Outstanding options at December 31, 2023		16,437,980		$	1.12		9.3	$	13,907

Vested/expected to vest at December 31, 2023		16,437,980		$	1.12		9.3	$	13,907
Exercisable options at December 31, 2023		3,285,911		$	3.73		7.7	$	1,957

Summary Of Company Recorded Stock-Based Compensation Expense For Stock Options

The Company recorded stock-based compensation expense for stock options during the three and nine months ended September 30, 2024 and 2023, as follows (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Research and development	$	189	$	64	$	539	$	194
Selling, general and administrative		171		222		503		256

Total	$	360	$	286	$	1,042	$	450

The Company recorded stock-based compensation expense for stock options during the years ended December 31, 2023 and 2022, as follows (in thousands):


	2023		2022
Research and development	$	372	$	487
Selling, general and administrative		2,111		758

Total	$	2,483	$	1,245

Summary Of The Grant Date Fair Value Of The Company's Stock Options


	2023	2022
Risk-free interest rate	4.44% – 4.46%	1.60% – 3.03%
Expected life, in years	5.00 – 6.01	5.91 – 6.08
Expected volatility	56.74% – 57.56%	55.90% – 57.09%
Dividend yield	—%	—%
Weighted average fair value of common stock	$0.25	$10.62

Summary Of Company's RSU Activity Issued


	Awards			Weighted- average grant date fair value (per share)
Nonvested as of December 31, 2023		4,916,829		$	1.18
Issued		—			—
Forfeited		(116,973	)	$	0.84

Nonvested as of September 30, 2024		4,799,856		$	1.18


	Awards			Weighted- average grant date fair value (per share)
Nonvested as of January 1, 2022		73,386		$	20.70
Issued		78,256		$	10.41
Forfeited		(13,733	)	$	16.46

Nonvested as of December 31, 2022		137,909		$	15.28
Issued		10,929,820		$	0.60
Exercised		(6,000,000	)	$	0.44
Forfeited		(150,900	)	$	1.98

Nonvested as of December 31, 2023		4,916,829		$	1.18

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-4

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-5

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481142/505-10-45-2

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-10

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

Redeemable Convertible Preferred Stock [Abstract]

Supplementary Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Prepaid Expenses And Other Current Assets [Line Items]
Deferred Offering Costs		$ 1,500	$ 0
Total prepaid expenses and other current assets	$ 6,081,000	2,836,000	1,512,000
Prepaid Expenses and Other Current Assets [Member]
Prepaid Expenses And Other Current Assets [Line Items]
Deferred Offering Costs	4,532,000	1,491,000	0
Software licenses and maintenance	486,000	311,000	622,000
Advances paid to contract manufacturer	140,000	144,000	200,000
Other receivables	17,000	441,000	210,000
Prepaid subscriptions	130,000	83,000	137,000
Other	776,000	366,000	$ 343,000
Total prepaid expenses and other current assets	$ 6,081,000	$ 2,836,000

Redeemable Convertible Preferred Stock

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Redeemable Convertible Preferred Stock [Text Block]

Note 10. Redeemable Convertible Preferred Stock

The authorized, issued and outstanding shares of the redeemable convertible preferred stock and liquidation preferences as of September 30, 2024 and December 31, 2023 were as follows (dollars in thousands):


	Authorized Shares		Outstanding Shares		Net Carrying Value*		Liquidation Preference
					(In thousands)
Series Seed Shadow Preferred		5,032,238		2,020,309	$	698	$	698
Series A Shadow Preferred		15,174,130		4,573,935		3,183		3,183
Series B Shadow Preferred		18,392,046		12,234,661		8,442		8,442
Series C Shadow Preferred		13,722,052		10,211,548		48,661		48,661
Series D Shadow Preferred		4,707,494		3,990,707		41,673		41,673
Series D Exchange Shadow Preferred		4,707,494		239,405		2,500		2,500
Series D-1 Shadow Preferred		3,935,839		3,662,318		30,595		30,595
Series D-1 Exchange Shadow Preferred		3,935,839		—		—		—
Series D-2 Shadow Preferred		27,042,965		7,561,820		37,595		37,595

Total		96,650,097		44,494,703	$	173,347	$	173,347

*	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution

Under the terms of the December 12, 2022 Amended and Restated Certificate of Incorporation the Company introduced “Shadow Preferred” classes of stock. A Shadow Preferred class of stock was created for each series of preferred stock outstanding prior to the conversion. Those shareholders who participated in the Company’s December 2022 P2P Transaction obtained the benefit of the Pull-Through Exchange of their Converted Common into shares of the class(es) of Shadow Preferred Stock identical to those previously held (see Note 7). Investors who did not participate, retained ownership only in Converted Common stock.

In January and February 2023, the Company raised $9.4 million in additional P2P Notes, inclusive of $0.1 million in proceeds from the Common Rights Offering (see Notes 7 and 13). Those shareholders who participated in providing additional funding in 2023 obtained the benefit of the Pull-Through Exchange of their Converted Common into shares of the class(es) of Shadow Preferred Stock identical to those previously held (see Note 7). Investors who did not participate, retained ownership only in Converted Common stock. For the nine months ended September 30, 2023, the Pull-Through Exchange resulted in incremental value to the investors in

the P2P Notes of $30.6 million, measured as the difference in the fair value of the Shadow Preferred Stock shares held after the Pull-Through Exchange to the fair value of the Converted Common held just prior to the Pull-Through Exchange, which has been accounted for as a

Pay-

to-Play

financing charge in the accompanying condensed consolidated statements of operations.

Note 11. Redeemable Convertible Preferred Stock

In March 2021, the Company issued 4,357,954 shares of Series D redeemable convertible preferred stock for total consideration of $45.5 million, including the conversion of $5 million of outstanding convertible debt. The original issue price and initial conversion price of Series D redeemable convertible preferred stock was $10.4425 per share. Additionally, in connection with the Series D issuance, the Company’s 2019 – 2020 Convertible Securities and 2021 Convertible Notes were automatically converted into 3,935,839 shares of Series

D-1

preferred stock at $8.354 per share, or 80% of the $10.4425 price paid by new Series D cash investors. The shares received by the 2019 – 2020 Holders were valued at the $10.4425 per share price paid by new investors, for a total of $41.1 million (see Note 8). The Series D convertible preferred shares were issued with detachable Series D preferred stock warrants expiring February 2024 with $0.8 million in total value allocated to the preferred stock warrant liability (see Note 9).

With the issuance of Series D and Series

D-1,

the Company executed an Amended and Restated Certificate of Incorporation dated March 22, 2021 increasing the authorized capital stock of the Company to 170,326,200 shares (par value of $0.00001 per share), comprising 104,350,000 shares of common stock and 65,976,200 shares of redeemable convertible preferred stock consisting of Series Seed Preferred Stock (“Seed Preferred”), Series A redeemable convertible preferred stock (“Series A”), Series B redeemable convertible preferred stock (“Series B”), Series C redeemable convertible preferred stock (“Series C), Series D redeemable convertible preferred stock (“Series D”), and Series

D-1

redeemable convertible preferred stock (“Series

D-1”),

together with the Series D

preferred stock, the (“Series D Preferred Stock”). The Series Seed Preferred, Series A, Series B and Series C were junior (“Junior Preferred Stock”) to Series D Stock.

In September 2022, with the conversion of $32.0 million in existing Series

D-2

Notes (see Note 8) and incremental cash proceeds of $5.6 million, the Company issued a total of 7,561,820 Series

D-2

redeemable convertible preferred stock (“Series

D-2”).

The total carrying value recognized from conversion and new proceeds, approximated $32.0 million and $5.6 million, prior to issuance costs, respectively. The original issue price and conversion price of Series

D-2

redeemable convertible preferred stock was $4.9717 per share. The Series

D-2

convertible preferred shares were issued with detachable Series

D-2

Preferred Stock warrants expiring September 2025. The Series

D-2

Preferred Stock warrants were valued at $1.6 million in total value allocated to the preferred stock warrant liability (see Note 9).

In connection with the issuance of Series

D-2

redeemable convertible preferred stock, the Company amended its authorized capital stock to increase the total shares to 246,530,097, allocating 149,880,000 for common stock and 96,650,097 to preferred stock. The authorized shares of Seed Preferred, Series A, Series B, Series C and Series

D-1

remained unchanged. Series D authorized shares decreased to 4,707,494 and 27,042,965 shares were designated as Series

D-2

preferred stock (Series

D-2).

Additionally, two new series of redeemable convertible preferred stock were created; Series D Exchange Preferred Stock (“Series D Exchange shares”) and Series

D-1

Exchange Preferred Stock (Series

D-1

Exchange Shares). These two new series, when combined with the new Series

D-2

stock became the new senior preferred group of preferred stock (“Senior Series D”).

Under the terms of the Series

D-2

Stock Purchase Agreement, each investor that was a holder of the Company’s Series D Preferred Stock and/or Series

D-1

Preferred Stock immediately prior to the Series

D-2

issuance who purchased Series

D-2

shares with new cash on or before the subsequent closing date, in an investment amount equal to or greater than its Exchange Pro Rata Share, as defined, was entitled to exchange such number of shares of Series D preferred stock and/or Series

D-1

Preferred Stock held by such investors for an equivalent number of Series D Exchange Preferred Stock and/or Serie

D-1

Exchange preferred stock based on the defined formula of total new cash investment divided by the original issuance price of the Series D Preferred Stock and/or Series

D-1

Preferred stock. Shares of Series D and

D-1

that are exchanged for shares of Series D Exchange and/or Series

D-1

Exchange shares were cancelled and no longer available for issuance. As a result of the new proceeds received, the Company exchanged 239,405 Series D Shares for Series D Exchange shares. The Company accounted for the exchange as an extinguishment of preferred stock, reducing the carrying value of the exchanged Series D stock totaling $2.5 million, recording the fair value of the new Series D Exchange shares equaling $0.9 million, with the difference of $1.6 million recognized as a credit to accumulated deficit.

As noted, on November 30, 2022, the Company converted all outstanding shares of preferred stock into common stock and shortly thereafter effected a

one-for-ten

reverse stock split. No fractional shares of common stock were issued as a result of the reverse split. In lieu of any fractional shares to which a holder was otherwise entitled, the number of shares issued were rounded to the nearest whole share. The reverse stock split did not result in any change to the conversion rate of any series of preferred stock.

Under the terms of the December 12, 2022 Amended and Restated Certificate of Incorporation the Company introduced “Shadow Preferred” classes of stock. A Shadow Preferred class of stock was created for each series of preferred stock outstanding prior to the conversion. Those shareholders who participated in the Company’s December 2022 P2P Transaction obtained the benefit of the Pull-Through Exchange of their Converted Common into shares of the class(es) of Shadow Preferred Stock identical to those previously held (see Note 8). Investors who did not participate, retained ownership only in Converted Common stock.

For the year ended December 31, 2022, the Pull-Through Exchange resulted in incremental value to the investors in the 2022 P2P Notes of $55.9 million, measured as the difference in the fair value of the Shadow Preferred Stock shares held after the Pull-Through Exchange to the fair value of the Converted Common held just

prior to the Pull-Through Exchange, which has been accounted for as a

Pay-to-Play

financing charge in the accompanying consolidated statements of operations.

In 2023, the Company raised $9.4 million in additional P2P Notes, inclusive of $0.1 million in proceeds from the Common Rights Offering (see Notes 8 and 14). Those shareholders who participated in providing additional funding in 2023 obtained the benefit of the Pull-Through Exchange of their Converted Common into shares of the class(es) of Shadow Preferred Stock identical to those previously held (see Note 8). Investors who did not participate, retained ownership only in Converted Common stock. For the year ended December 31, 2023, the Pull-Through Exchange resulted in incremental value to the investors in the P2P Notes of $30.6 million, measured as the difference in the fair value of the Shadow Preferred Stock shares held after the Pull-Through Exchange to the fair value of the Converted Common held just prior to the Pull-Through Exchange, which has been accounted for as a

Pay-to-Play

financing charge in the accompanying consolidated statements of operations.

The authorized, issued and outstanding shares of the redeemable convertible preferred stock and liquidation preferences as of the periods presented were as follows (dollars in thousands):


	December 31, 2023
	Authorized Shares		Outstanding Shares		Net Carrying Value*		Liquidation Preference
					(In thousands)
Series Seed Shadow Preferred		5,032,238		2,020,309	$	698	$	698
Series A Shadow Preferred		15,174,130		4,573,935		3,183		3,183
Series B Shadow Preferred		18,392,046		12,234,661		8,442		8,442
Series C Shadow Preferred		13,722,052		10,211,548		48,661		48,661
Series D Shadow Preferred		4,707,494		3,990,707		41,673		41,673
Series D Exchange Shadow Preferred		4,707,494		239,405		2,500		2,500
Series D-1 Shadow Preferred		3,935,839		3,662,318		30,595		30,595
Series D-1 Exchange Shadow Preferred		3,935,839		—		—		—
Series D-2 Shadow Preferred		27,042,965		7,561,820		37,595		37,595

Total		96,650,097		44,494,703	$	173,347	$	173,347

*	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution


	December 31, 2022
	Authorized Shares		Outstanding Shares		Net Carrying Value*		Liquidation Preference
					(In thousands)
Series Seed Shadow Preferred		5,032,238		868,054	$	300	$	300
Series A Shadow Preferred		15,174,130		2,378,753		1,655		1,655
Series B Shadow Preferred		18,392,046		1,716,987		1,185		1,185
Series C Shadow Preferred		13,722,052		3,091,485		14,732		14,732
Series D Shadow Preferred		4,707,494		331,145		3,458		3,458
Series D Exchange Shadow Preferred		4,707,494		239,405		2,500		2,500
Series D-1 Shadow Preferred		3,935,839		310,630		2,595		2,595
Series D-1 Exchange Shadow Preferred		3,935,839		—		—		—
Series D-2 Shadow Preferred		27,042,965		7,561,820		37,595		37,595

Total		96,650,097		16,498,279	$	64,020	$	64,020

*	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution

The following summarizes the terms of the redeemable convertible preferred stock outstanding for Series Seed Shadow, Series A Shadow, Series B Shadow, Series C Shadow, Series D Shadow, Series D Exchange Shadow, Series

D-1

Shadow and Series

D-2

Shadow redeemable convertible preferred stock of the Company (collectively the “preferred stock”). The Series

D-2

Shadow Preferred Stock, Series D Exchange Shadow Preferred Stock and Series

D-1

Exchange Shadow Preferred Stock are collectively referred to as the “Senior Series D Shadow Stock”. Series Seed Shadow Preferred Stock through Series C Shadow Preferred Stock are collectively referred to as the “Junior Shadow Preferred Stock”. Unless specified, the rights of the individual preferred stock series outstanding prior to the P2P Transaction (see Note 8) and related establishment of Shadow Preferred classes remained the same.

Voting Rights

Each holder of preferred stock shall have the right to one vote for each share of common stock into which such shares of preferred stock could be converted and shall have full voting rights and powers equal to the voting equal to the voting rights and powers of the holders of common stock.

As long as a majority of the shares of Series A Shadow Preferred Stock originally issued remain outstanding, the holders of the Series A Shadow Preferred Stock are entitled to elect 1 Director. As long as a majority of the shares of Series B Shadow Preferred Stock originally issued remain outstanding, the holders of the Series B Shadow Preferred Stock are entitled to elect 1 Director. As long as a majority of the shares of Series C Shadow Preferred Stock originally issued remain outstanding, the holders of the Series C Shadow Preferred Stock are entitled to elect 1 Director. The holders of the Common Stock are entitled to elect 1 Director. The holders of the Shadow Preferred Stock and Common Stock (voting together as a single class and not as a separate series, and on an

as-converted

basis) are entitled to elect any remaining directors of the Company.

Dividends

The holders of Series B Preferred Stock and Series C Preferred Stock are entitled to receive dividends prior and in preference to any dividends on the Series Seed Preferred Stock, Series A Preferred Stock and Common Stock, at the rate of $0.0552 per annum for each share of Series B Preferred Stock and $0.3812 per annum for each share of Series C Preferred Stock, on a

non-cumulative

basis, when and if declared by the Company’s Board of Directors (the Board). Holders of Series B Preferred Stock and Series C Preferred Stock may waive their dividend preference subject to certain elections. After payment of such dividend, any additional dividends shall be distributed among all holders of Common Stock and in proportion to the number of shares of Common Stock then held by each holder on an

as-converted

basis.

Liquidation

In the event of a Liquidation Transaction, each series of Senior Series D Shadow Preferred Stock shall be entitled to receive out of the proceeds or assets of the Company available for distribution to its stockholders, prior and in preference to any distribution of the proceeds to the Series D Shadow Preferred Stock, Junior Shadow Preferred Stock, and Common Stock, an amount per share equal to the sum of the applicable Original Issue Price (as defined below) for Series D Shadow Stock, plus declared but unpaid dividends. Upon completion of the distribution for the Senior Series D Shadow Preferred Stock, Series D Shadow Preferred Stock is entitled to receive proceeds prior and in preference to any distribution to Junior Shadow Preferred Stock and Common Stock, also an amount equal to the Original Issue price. Similarly, Junior Shadow Preferred Stock has liquidation preference over Common Stock. Upon completion of the distribution required to preferred stockholders, the remaining proceeds shall be distributed to common stockholders on a pro rata basis.

The Original Issuance Price is defined as $0.3456 per share for Series Seed Shadow Preferred Stock; $0.6960 per share for Series A Shadow Preferred Stock; $0.6900 per share for Series B Shadow Preferred Stock and; $4.7653 per share for Series C Shadow Preferred Stock; $10.4425 per share for Series D Shadow Preferred

Stock; $8.3540 per share for Series

D-1

Shadow Preferred Stock; $4.9717 per share for Series

D-2

Shadow Preferred Stock; $10.4425 per share for Series D Exchange Shadow Preferred Stock and $8.3540 per share for Series

D-1

Exchange Preferred Stock plus any declared but unpaid dividends on such shares.

A Liquidation Event shall include the closing of the sale, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets; the consummation of a merger or consolidation of the Company with or into another entity (unless the holders of the Company’s capital stock continue to hold at least 50% of the voting power); the closing of the transfer in one transaction or a series of transactions to a person or group of affiliated persons if after such closing, such person or group of affiliate persons hold 50% or more the outstanding voting stock of the Company; or a liquidation, dissolution or winding up of the Company (provided that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the jurisdiction of the Company’s incorporation or create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s capital stock immediately prior to such transaction).

Redemption

At any time after the initial issuance date, upon receipt of a Redemption Request by the Company of not less than a majority of the then outstanding Series B Shadow Preferred Stock, Series C Shadow Preferred Stock, Series D Shadow Preferred Stock, Senior Series D Shadow Preferred Stock, by class respectively (the Redemption Request), the Company shall, upon certain conditions being met, redeem the original issuance price plus any declared but unpaid dividends to the redeeming holders of preferred stock within 90 days of the Redemption Request in three annual installments so long as the total redemption amount does not exceed 15% of the Company’s then current enterprise value.

The redemption request could not be made until after the fifth anniversary of the date upon which shares of the Series C Preferred Stock are first issued, or July 2023. Such request was not made as of December 31, 2023 (see Note 8).

Due to conditions of redemption that are outside the control of the Company, the redeemable convertible preferred stock has been reflected outside of stockholders’ deficit.

Conversion

The holders of the preferred stock have a right to convert their stock into shares of common stock at any time after the date of issuance and on the fifth day prior to the Redemption Date. Each share of preferred stock shall be convertible to common stock, the rate of which is determined by dividing the applicable Original Issuance Price for such series by the applicable “Conversion Price” (defined as Original Issuance Price applicable to such series, subject to certain adjustments as define in Section 4(d) of the Restated Certificate of Incorporation).

In addition, each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Rate immediately upon the earlier of (i) an IPO with resulting gross proceeds of at least $150.0 million, (ii) a Qualified Direct Listing, (iii) a Qualified SPAC Transaction with cash and cash equivalents of at least $225.0 million after redemptions or (iv) upon vote or written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock voting as a single class on an

as-

converted basis.

If there is a recapitalization of the Common Stock, provision shall be made so that the holders of the Preferred Stock shall be entitled to receive upon conversion of the Preferred Stock, the number of shares of stock, or other securities or property of the Company, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization.

INITIAL PUBLIC OFFERING - Common stock subject to redemption (Details) - Class A common stock subject to possible redemption - BURTECH ACQUISITION CORP [Member] - USD ($)	3 Months Ended			12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INITIAL PUBLIC OFFERING
Class A ordinary shares subject to possible redemption	$ 49,495,242	$ 48,638,044	$ 47,791,962	$ 46,991,932	$ 294,796,918	$ 291,812,500
Accretion of carrying value to redemption value	$ 857,198	$ 846,082	$ 800,030	4,510,051	$ 2,984,418
Redemptions				$ (252,315,037)

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 14.E.Q2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479830/718-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

FAIR VALUE MEASUREMENTS - Backstop Subscription Agreement (Details) - Backstop Subscription Agreement - BURTECH ACQUISITION CORP [Member]	Sep. 30, 2024 yr	Apr. 22, 2024 yr
Stock Price
FAIR VALUE MEASUREMENTS
Measurement Input - Backstop Subscription Agreement	11.28	11.05
Risk-Free Rate
FAIR VALUE MEASUREMENTS
Measurement Input - Backstop Subscription Agreement	4.83	5.39
Weighted Terms
FAIR VALUE MEASUREMENTS
Measurement Input - Backstop Subscription Agreement	0.17	0.48
Market Implied Likelihood of Initial Business Combination
FAIR VALUE MEASUREMENTS
Measurement Input - Backstop Subscription Agreement	12.1	10.35

RELATED PARTY TRANSACTIONS	9 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
RELATED PARTY TRANSACTIONS	Note 13. Related Party Transactions and Balances During the three months ended September 30, 2024, the Company recognized revenues of approximately $0.8 million, or approximately 97% of its total revenue, from sales to one minority stockholder. During the nine months ended September 30, 2024, the Company recognized revenues of approximately $1.5 million, or approximately 98% of its total revenue, from sales to two minority stockholders representing 77% and 21%, respectively. During the three and nine months ended September 30, 2023, the Company recognized revenues of approximately $0.6 million and $3.4 million, respectively, or 97% and nearly 100% of its total revenues, from sales to one minority stockholder. As of September 30, 2024 and December 31, 2023, there was zero and $0.5 million of accounts receivables from one of these customers, respectively, all of which was unbilled. In November 2023, the Company executed a $4.0 million demand note (see Note 7) with a related party investor holding more than a 10% ownership in the outstanding stock of the Company. In April 2024, the Company repaid the total outstanding principal and interest. This related party investor also has a representative serving on the Company’s Board of Directors. The same investor invested in a 2023 Convertible Note (see Note 7) in the amount of $5.0 million or 41% of the total 2023 Convertible Note proceeds raised in 2023. In accordance with the terms of the 2023 Convertible Note NPA, the investor also received 2023 Convertible Note Warrants (see Note 8) for no additional consideration resulting in the allocation of proceeds between the 2023 Convertible Note and the 2023 Convertible Note Warrants. The 2023 Convertible Note and 2023 Convertible Note Warrants held by this investor are subject to the adjustments in fair value. As of September 30, 2024, the related party 2023 Convertible Note and 2023 Convertible Note Warrants approximate $7.9 million and $0.5 million, respectively. As of December 31, 2023, the related party 2023 Convertible Note and 2023 Convertible Note Warrants approximate $7.3 million and $0.9 million, respectively. During the three and nine months ended September 30, 2024, the change in fair value for the 2023 Convertible Note and 2023 Convertible Note Warrants equaled $0.3 million and $0.6 million, respectively, and ($37,000) and ($0.4) million, respectively (see Note 4). In January 2023, one of the minority investors with which the Company had a revenue arrangement, representing zero percent of revenue for the three months ended September 30, 2024 and 2023, and 21% and zero percent of revenue for the nine months ended September 30, 2024 and 2023, respectively, also invested in a P2P Note (see Note 7) in the amount of $3.3 million or 35% of the total P2P proceeds raised in 2023. In accordance with the terms of the 2022 P2P NPA, the minority investor also received P2P Warrants (see Note 8) for no additional consideration resulting in the allocation of proceeds between the P2P Note and the P2P Warrants. The P2P Note and P2P Warrants held by the minority investor are subject to the adjustments in fair value. As of September 30, 2024, the related party P2P Note and P2P Warrants approximate $4.2 million and $0.2 million, respectively. As of December 31, 2023, the related party P2P Note and P2P Warrants approximate $3.9 million and $0.3 million, respectively. During the three and nine months ended September 30, 2024, the change in fair value for the P2P Note and P2P Warrants equaled ($17,000) and $0.4 million, and ($1,000) and ($13,000), respectively (see Note 4). In December 2022, one of the minority stockholders with which the Company had a revenue arrangement, representing 97% of total revenues for the three months ended September 30, 2024 and 2023, and 77% and nearly 100% of total revenues for the nine months ended September 30, 2024 and 2023, and zero percent and 98% of accounts receivable as of September 30, 2024 and December 31, 2023, respectively, also invested in a P2P Note (see Note 7) in the amount of $0.4 million or 13% of the total P2P proceeds raised in 2022. In accordance with the terms of the 2022 P2P NPA, the minority investor also received P2P Warrants equal (see Note 8) for no additional consideration resulting in the allocation of proceeds between the P2P Note and the P2P Warrants. The P2P Note and P2P Warrants held by the minority investor are subject to the adjustments in fair value. As of September 30, 2024, the fair value of the related party P2P Note and P2P Warrants approximate $0.5 million and $28,000, respectively. As of December 31, 2023, the related party P2P Note and P2P Warrants approximate $0.4 million and $29,000, respectively. During the three and nine months ended September 30, 2024, the change in fair value for the P2P Note equaled ($2,000) and $41,000, respectively (see Note 4). During the three and nine months ended September 30, 2024, the change in fair value for the P2P Note Warrants was immaterial (see Note 4).	Note 14. Related Party Transactions and Balances During the years ended December 31, 2023 and 2022, the Company recognized revenues of approximately $3.8 million, or nearly 100% and $3.0 million, or 77% of its total revenues, respectively, from sales to two minority stockholders. As of December 31, 2023 and 2022, there was $0.5 million and $1.1 million, respectively, accounts receivables from one of these two customers, respectively, all of which was unbilled. In November 2023, the Company executed a $4.0 million demand note (see Note 8) with a related party investor holding more than a 10% ownership in the outstanding stock of the Company. This related party investor also has a representative serving on the Company’s Board of Directors. The same investor invested in a 2023 Convertible Note (see Note 8) in the amount of $5.0 million or 41% of the total 2023 Convertible Note proceeds raised in 2023. In accordance with the terms of the 2023 Convertible Note NPA, the investor also received 2023 Convertible Note Warrants (see Note 9) for no additional consideration resulting in the allocation of proceeds between the 2023 Convertible Note and the 2023 Convertible Note Warrants. The 2023 Convertible Note and 2023 Convertible Note Warrants held by this investor are subject to adjustments in fair value. As of December 31, 2023, the related party 2023 Convertible Note and 2023 Convertible Note Warrants approximate $7.3 million and $0.9 million, respectively. During the year ended December 31, 2023, the change in fair value for the 2023 Convertible Note and 2023 Convertible Note Warrants equaled $3.0 million and $0.2 million, respectively (see Note 4). In conjunction with the issuance of the 2023 Convertible Note, the Company issued six million RSUs to the investor. The issuance date fair value of the RSUs was recognized as a financing charge (see Note 8). In December 2023, the terms of the RSUs were modified resulting in accelerated vesting and immediate issuance of six million common stock shares for which incremental stock-based compensation expense was recorded (see Note 12). In January 2023, one of the minority investors with which the Company had a revenue arrangement, representing 6% of total revenue for the year ended December 31, 2022, also invested in a P2P Note (see Note 8) in the amount of $3.3 million or 35% of the total P2P proceeds raised in 2023. In accordance with the terms of the 2022 P2P NPA, the minority investor also received P2P Warrants (see Note 9) for no additional consideration resulting in the allocation of proceeds between the P2P Note and the P2P Warrants. The P2P Note and P2P Warrants held by the minority investor are subject to adjustments in fair value. As of December 31, 2023, the related party P2P Note and P2P Warrants approximate $3.9 million and $0.3 million, respectively. During the year ended December 31, 2023, the change in fair value for the P2P Note and P2P Warrants equaled $0.9 million and $32,000, respectively (see Note 4). In December 2022, one of the minority stockholders with which the Company had a revenue arrangement, representing nearly 100% and 71% of total revenues for the years ended December 31, 2023 and 2022, and all unbilled accounts receivable as of December 31, 2023 and 2022, respectively, also invested in a P2P Note (see Note 8) in the amount of $0.4 million or 13% of the total P2P proceeds raised in 2022. In accordance with the terms of the 2022 P2P NPA, the minority investor also received P2P Warrants equal (see Note 9) for no additional consideration resulting in the allocation of proceeds between the P2P Note and the P2P Warrants. The P2P Note and P2P Warrants held by the minority investor are subject to adjustments in fair value. As of December 31, 2023, the fair value of the related party P2P Note and P2P Warrants approximate $0.4 million and $29,000, respectively. As of December 31, 2022, the related party P2P Note and P2P Warrants approximate $0.4 million and $27,000, respectively. For the year ended December 31, 2022, the change in fair value of the related party P2P Note and P2P Warrants were immaterial (see Note 4).
BURTECH ACQUISITION CORP [Member]
Related Party Transaction [Line Items]
RELATED PARTY TRANSACTIONS	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 21, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split, resulting in an aggregate of 9,487,500 shares of Class B common stock outstanding, of which 1,237,500 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised. On December 15, 2021, the underwriters fully exercised their over-allotment option, hence, 1,237,500 Founder Shares were no longer subject to forfeiture. The number of founder shares outstanding was determined so that the founder shares, will represent, on an as-converted basis, 24.81% of the outstanding shares after the IPO (excluding the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering). The initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, if the reported last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares (the “Lock-up”). Administrative Support Agreement Commencing on the effective date of the IPO, the Company will pay an affiliate of the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2024, the Company incurred $30,000 and $90,000 for the administrative service fees, respectively, of which $90,000 are recorded as accrued expenses in the balance sheets. For the three and nine months ended September 30, 2023, the Company incurred and paid $30,000 and $90,000 for the administrative service fees. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest bearing basis as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of the Working Capital Loans made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with the initial Business Combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination. The units would be identical to the placement units. Other than as described above, the terms of the Working Capital Loans by the Sponsor, the Company’s officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. On February 1, 2023, the Company issued an unsecured convertible promissory note to the Sponsor, pursuant to which the Company borrowed $1,500,000 from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Units of the Company (as defined above), the conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00. The terms of the Working Capital Shares will be identical to those of the Private Units that were issued to the Sponsor in connection with the Initial Public Offering. The Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and one or more businesses. The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Working Capital Loan). As of September 30, 2024 and December 31, 2023, $1,500,000 and $810,345 in working capital loans were outstanding, respectively. Advances from Sponsor As of September 30, 2024, the Sponsor provided working capital and extension deposits on behalf of the Company. These amounts are reflected on the condensed consolidated balance sheets as advances from Sponsor. The advances are non-interest bearing and are payable on demand. At September 30, 2024, the Company had advances owed to the Sponsor in the amount of $2,164,291. At December 31, 2023 , the Company had no such advances owed to the Sponsor. During the three months ended September 30, 2024, the Company received $844,000 from its Sponsor for payment of operating expenses and ongoing business operations. Additionally, during the three months ended September 30, 2024, the Sponsor paid $260,740 to the trust for extension payments.	NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 21, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”), for an aggregate price of $25,000. On September 24, 2021, the Company issued 862,500 shares of Class B common stock in connection with a 1.1 stock split, resulting in an aggregate of 9,487,500 shares of Class B common stock outstanding, of which 1,237,500 shares were subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised. On December 15, 2021, the underwriters fully exercised their over-allotment option, hence, 1,237,500 Founder Shares were no longer subject to forfeiture. The number of founder shares outstanding was determined so that the founder shares, will represent, on an as-converted basis, 24.81% of the outstanding shares after the IPO (excluding the shares of Class A common stock issued to the representative or its designees upon consummation of this offering, the placement units and securities underlying the placement units and assuming the initial stockholders do not purchase units in this offering). The initial stockholders have agreed not to transfer, assign or sell any of their founder shares (or shares of common stock issuable upon conversion thereof) until the earlier to occur of: (A) six months after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, if the reported last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares (the “Lock-up”). Administrative Support Agreement Commencing on the effective date of the IPO, the Company will pay an affiliate of the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2023 and 2022, the Company incurred $120,000 and $112,903 for the administrative service fees, respectively, of which $60,000 and $0 are recorded as accrued expenses in the balance sheets, respectively. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest bearing basis as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of the Working Capital Loans made by the Sponsor, the Company’s officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with the initial Business Combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of the initial Business Combination. The units would be identical to the placement units. Other than as described above, the terms of the Working Capital Loans by the Sponsor, the Company’s officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to the Working Capital Loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. On February 1, 2023, the Company issued an unsecured convertible promissory note to the Sponsor, pursuant to which the Company borrowed $1,500,000 from the Sponsor for general corporate purposes. Such loan may, at the Sponsor’s discretion, be converted into Units of the Company (as defined above), the conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00. The terms of the Working Capital Shares will be identical to those of the Private Units that were issued to the Sponsor in connection with the Initial Public Offering. The Working Capital Loan will not bear any interest and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date of a Business Combination involving the Company and one or more businesses. The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Working Capital Loan). As of December 31, 2023, $810,345 in working capital loans were outstanding. As of December 31, 2022, no working capital loans were outstanding.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Convertible Notes and Demand Notes - Additional Information (Details) - USD ($)				1 Months Ended	2 Months Ended			3 Months Ended			5 Months Ended	7 Months Ended	9 Months Ended		12 Months Ended
	Dec. 31, 2025	Dec. 31, 2022	Sep. 19, 2022	Nov. 30, 2023	Feb. 28, 2023	Dec. 31, 2022	Feb. 28, 2022	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Nov. 30, 2023	Aug. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jul. 01, 2023
Convertible Notes And Demand Notes [Line Items]
Warrant liabilities		$ 529,000				$ 529,000		$ 7,755,000					$ 7,755,000		$ 3,730,000	$ 529,000
Loss on extinguishment of convertible notes															$ 0	$ (52,000)
Common stock, shares issued (in shares)		6,143,294				6,143,294		17,482,174					17,482,174		17,454,353	6,143,294
Blaize Note Financing Agreement [Member] \| RT Parties [Member]
Convertible Notes And Demand Notes [Line Items]
Amount of investment by separate third party group of investors to the agreement													$ 125,000,000
2022 Convertible Securities [Member] \| Series D 2 Notes [Member]
Convertible Notes And Demand Notes [Line Items]
Price per which the outstanding principal amount can be converted		$ 10.4425				$ 10.4425										$ 10.4425
Debt instrument, face amount		$ 10,000,000				$ 10,000,000										$ 10,000,000
Debt instrument, convertible, liquidation preference, per share		$ 10.4425	$ 4.9717			$ 10.4425										$ 10.4425
Amount remaining debt instrument defined in equity		$ 20,800,000				$ 20,800,000										$ 20,800,000
Debt instrument aggregate outstanding amount			$ 31,900,000
Debt instrument convertible preference share			6,435,447
Purchase of preference share			756,172
Preferred stock, par value, (in dollars per share)			$ 4.9717
Provision of next equity financing			$ 10,000,000
Loss on extinguishment of convertible notes			52,000,000
Remaining amount debt instrument			20,800,000
Remaining debt instrument interest			600,000
Amount of convertible debt instrument			21,400,000
Debt instrument forfeited amount			200,000
Interest expenses on conversion debt			$ 100,000
2022 Convertible Securities [Member] \| Series D 2 Notes [Member] \| Warrant [Member]
Convertible Notes And Demand Notes [Line Items]
Warrant exercise price			$ 2.1618
Warrant liabilities			$ 1,600,000
2022 Convertible Securities [Member] \| Convertible Debt [Member] \| Series D 2 Notes [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Debt												$ 30,800,000
Loss on extinguishment of convertible notes			$ 600,000
2022 Convertible Securities [Member] \| Unsecured Debt [Member] \| Series D 2 Notes [Member]
Convertible Notes And Demand Notes [Line Items]
Debt Instrument, Interest Rate During Period												10.00%
Pay-to-Play Convertible Notes [Member]
Convertible Notes And Demand Notes [Line Items]
Debt instrument, periodic payment, interest		5,000,000
Change in fair value of debt instrument								$ 65,000,000		$ 400,000			$ 1,300,000	$ 2,300,000	$ 2,700,000	500,000
Fair value adjustment of warrants														61,000,000	61,000,000
Restoration of common share incremental value															5,200,000
Pay-to-Play Convertible Notes [Member] \| Maximum [Member]
Convertible Notes And Demand Notes [Line Items]
Debt instrument, periodic payment, interest		5,000,000
Pay-to-Play Convertible Notes [Member] \| Minimum [Member]
Convertible Notes And Demand Notes [Line Items]
Debt instrument, periodic payment, interest		1,000,000
Pay-to-Play Convertible Notes [Member] \| 2022 Note Purchase And Exchange Agreement [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Debt					$ 9,300,000	$ 2,900,000	$ 9,300,000
Debt instrument, maturity date						Dec. 09, 2024
Raising capital of gross proceeds		5,000,000				$ 5,000,000										5,000,000
Pro rata basis of consideration		$ 20,000,000				$ 20,000,000										$ 20,000,000
2023 Convertible Note [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Debt											$ 12,300,000
Exercise price of warrants								$ 11.5					$ 11.5
2023 Convertible Note [Member] \| 2023 Note Purchase And Exchange Agreement [Member]
Convertible Notes And Demand Notes [Line Items]
Debt Instrument, Interest Rate During Period											10.00%
Change in fair value of debt instrument								$ 15,500		$ 1,200,000			$ 24,600	$ 1,200,000	6,900,000
Debt instrument maturity period											18 months
Percentage of price of the equity share																	80.00%
Percentage of conversion price																	80.00%
Per share based on defined valuation cap																	$ 11.5
Fair value of common stock															2,600,000
Debt Instrument Maturity Period											18 months
2023 Convertible Note [Member] \| Restricted Stock Units (RSUs) [Member] \| 2023 Note Purchase And Exchange Agreement [Member]
Convertible Notes And Demand Notes [Line Items]
Grant of restricted stock unit															6,000,000
Restricted stock unit vesting outstanding															$ 6,000,000
2023 Convertible Note [Member] \| Common Stock [Member]
Convertible Notes And Demand Notes [Line Items]
Common stock, shares issued (in shares)															6
Demand Note [Member]
Convertible Notes And Demand Notes [Line Items]
Issue short term demand notes															$ 5,100,000
Short term demand note outstanding															$ 4,800,000
Percentage demand note outstanding															12.00%
Demand notes payable															$ 15,000,000
Repayments of Notes Payable									$ 5,000,000
10% secured convertible notes [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Debt													$ 110,700,000
Debt Instrument, Interest Rate During Period													10.00%
Debt instrument, maturity date	Dec. 31, 2025
10% secured convertible notes [Member] \| BurTech [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Debt													$ 11,500,000
10% secured convertible notes [Member] \| Outside Individual Third Parties [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Debt													2,400,000
10% secured convertible notes [Member] \| RT Parties [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Debt													$ 96,800,000
Pay to Play warrants [Member] \| Exchange Agreement [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Warrants				$ 100,000

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 11, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Mar. 10, 2023	Dec. 31, 2021	Dec. 15, 2021
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Highly liquid investments with an original maturity						90 days
Cash						$ 0	$ 22,232
Deferred underwriting fee payable		$ 4,500,000		$ 4,500,000		1,500,000
Cash equivalents and resticted cash balances						0	0
Cash and cash equivalents		32,300,000		32,300,000		2,200,000
Cash balances in excess of domestic and international insurance limits						2,200,000	4,000,000
Accounts Receivable, after Allowance for Credit Loss		1,700,000		1,700,000
Finance Lease, Liability						$ 0	0
Property, Plant and Equipment, Useful Life						3 years
Deferred Offering Costs						$ 1,500	0
Goodwill and Intangible Asset Impairment		0		0		0	0
Share-Based Payment Arrangement, Expense		0	$ 0	0	$ 0	0	0
Foreign Currency Transaction Loss, before Tax							100
Federal Depository Insurance coverage Limit				250,000,000		250,000,000
Cash equivalents						0
Restricted Cash		66,621		66,621		843,313	0
Cash held outside of Trust Account		49,915,251		49,915,251		71,432,177	295,802,694
Trust Account - Restricted for Redeeming Shareholders						24,539,002
Unrecognized tax benefits						4,283,000	$ 3,811,000		$ 2,985,000
Unrecognized tax benefits accrued for interest and penalties						$ 0
Anti-dilutive securities attributable to warrants (in shares)					29,648,250	29,648,250	29,648,250
Shares transferred from Class B shares to Class A share (in shares)	9,487,500
Unrecognized tax benefits accrued for interest and penalties				41,498
Unrecognized tax benefits accrued for interest and penalties included in income taxes payable		$ 41,498		$ 41,498
Effective income tax rate (in percent)		(16.22%)	98.16%	(37.57%)	36.23%	0.68%	(0.51%)
Statutory federal income tax rate (in percent)				21.00%		21.00%	20.69%
Highly Liquid Investments With an Original Maturity Description				90 days
Restricted Cash and Cash Equivalents		$ 0		$ 0
US Treasury and Government [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Debt Securities		30,100,000		30,100,000
U S Government Money Market Fund [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Debt Securities		26,100,000		26,100,000
Mutual Fund [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Debt Securities		5,200,000		5,200,000
Customer Concentration Risk [Member] \| Two Customer [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounts Receivable, after Allowance for Credit Loss						$ 500,000	$ 1,100,000
Accounts Receivable [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounts Receivable, Allowance for Credit Loss		400,000		400,000		400,000	0
Accounts Receivable, after Allowance for Credit Loss		$ 0		$ 0		$ 500,000	$ 1,100,000
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration Risk, Percentage				97.00%		98.00%	58.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Two Customer [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration Risk, Percentage							41.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration Risk, Percentage		97.00%	97.00%		100.00%	100.00%	71.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk [Member] \| Two Customer [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration Risk, Percentage							20.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk [Member] \| First Customer In Two Customer [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration Risk, Percentage				77.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk [Member] \| Second Customer In Two Customer [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration Risk, Percentage				21.00%
Initial Public Offering
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Underwriting fees										$ 2,875,000
Deferred underwriting fee payable										10,062,500
Fair value of class A shares issued to underwriters										3,456,652
Other offering costs										525,467
Transaction costs										16,919,619
Class A common stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Conversion of shares (in shares)	9,487,495
Shares transferred from Class B shares to Class A share (in shares)	9,487,495
Class A common stock subject to possible redemption
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A common stock subject to possible redemption, outstanding (in shares)		4,345,663		4,345,663		4,345,663	28,750,000
Class B Common Stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Shares transferred from Class B shares to Class A share (in shares)	5
BURTECH ACQUISITION CORP [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Underwriting fees										2,875,000
Deferred underwriting fee payable		$ 10,062,500		$ 10,062,500		$ 10,062,500	$ 10,062,500			10,062,500
Fair value of class A shares issued to underwriters										3,456,652
Other offering costs										525,467
Restricted Cash		66,621		66,621		843,313	$ 0
Cash held outside of Trust Account		$ 49,915,251		$ 49,915,251		71,432,177				1,539,541
Trust Account - Restricted for Redeeming Shareholders						24,539,002
Transaction costs									$ 16,919,619,000	$ 16,919,619
Unrecognized tax benefits						$ 0
Effective income tax rate (in percent)						43.40%	32.10%
Statutory federal income tax rate (in percent)						21.00%	21.00%
BURTECH ACQUISITION CORP [Member] \| Class A common stock subject to possible redemption
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Class A common stock subject to possible redemption, outstanding (in shares)		4,345,663		4,345,663		4,345,663	28,750,000	6,630,703

Income Taxes - Schedule of the Domestic and Foreign Components of Loss From Operations Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
United States					$ (89,525)	$ (107,267)
Foreign					1,338	3,171
Total loss before income taxes	$ (25,552)	$ (12,006)	$ (54,155)	$ (62,949)	$ (88,187)	$ (104,096)

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 7: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-1

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Loss Contingencies [Line Items]

Note 12. Commitments and Contingencies

Purchase Commitments

As of September 30, 2024, the Company had outstanding purchase orders and contractual obligations totaling $0.3 million to procure inventory. The majority of the Company’s outstanding inventory purchase orders and preauthorized commitments to procure strategic components based on the Company’s expected demand are placed with the Company’s primary third party contract manufacturer and a semiconductor supplier. The Company has an obligation to purchase inventories that have been purchased by the contract manufacturer when components have not been consumed within a period defined in the terms of the Company’s agreement. During the three and nine months ended September 30, 2024 and 2023, the Company purchased inventories due to this obligation as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Inventory purchases related to purchase obligation	$	346	$	—	$	4,088	$	2,027

While the Company expects such purchased components to be used in future production of Company finished goods, these components are considered in the Company’s reserve estimate for excess and obsolete

inventory. Furthermore, the Company accrues for losses on commitments for the future purchase on non- cancelable and

non-returnable

components from this contract manufacturer at the time that circumstances, such as changes in expected demand, indicate that the value of the components many not be recoverable, the loss is probable and management has the ability to reasonably estimate the amount of the loss. As of September 30, 2024 and December 31, 2023, the liability balance of the Company’s accrued losses on accrued purchase commitments equaled $1.4 million and $3.6 million, respectively, on the condensed consolidated balance sheets.

Legal Proceedings

From time to time, the Company may become involved in claims or other legal matters arising in the ordinary course of business. The Company records accruals for outstanding legal proceedings when it is probable a liability will be incurred, and the amount of loss can be reasonably estimated. The Company does not believe that there are any pending legal proceedings or other loss contingencies that will, either individually or in the aggregate, have a material adverse effect on the Company’s unaudited condensed consolidated financial statements.

Merger Agreement

The December 22, 2023 Merger Agreement as amended (see Note 1), provided that as soon as reasonably practicable following the date of the Merger Agreement, Burkhan and/or its affiliates and/or nominees shall purchase from the Company: (i) convertible promissory notes under the Company’s 2023 NPA (see Note 7) and (ii) the Burkhan

Pre-funded

Warrant (see Note 8) for aggregate gross proceeds to the Company of $25.0 million.

In addition, 16,300,000 shares of New Blaize common stock may be issued as earnout shares for a period from the closing of the business combination until the five-year anniversary thereof, in accordance with the schedule set forth in the Merger Agreement. The earnout shares are to be issued to Burkhan and eligible shareholders of the Company contingent, in each case, on the closing stock price of the New Blaize common stock exceeding specific thresholds.

On April 22, 2024, the Company, BurTech LP LLC, and BurTech entered into a Backstop Subscription Agreement. Pursuant to the Backstop Subscription Agreement, in the event that the amount of cash in BurTech’s trust account following redemptions and before payment of expenses is less than $30,000,000, BurTech LP LLC shall purchase, prior to or substantially concurrently with the closing of the Merger, a number of shares of Class A common stock of BurTech equal to the difference between $30,000,000 minus the Trust Amount divided by $10.00 per share. The April Amendment also amended various definitions and covenants to reflect the funding commitment of the BurTech’s Sponsor pursuant to the Backstop Subscription Agreement.

On April 22, 2024, BurTech LP LLC and BurTech entered into a letter agreement. Under this agreement, conditioned upon the occurrence of the closing of the Merger, BurTech LP LLC agreed to forfeit 2,000,000 BurTech Shares to be effective immediately prior to the closing.

The

Lock-Up

Agreement attached to the Merger Agreement was also amended on April 22, 2024 to include certain consent requirements to the transfer of the Burkhan Prefunded Warrant Stock and grant the Company Board of Directors the discretion to determine whether certain persons will be subject to the

lock-up

requirements.

On October 24, 2024, BurTech, Merger Sub, the Company and Burkhan entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment to Merger Agreement”). See Note 16.

Other

On September 19, 2024, the Company entered into an engagement letter with KeyBanc Capital Markets Inc. (“KBCM”) to serve as its (i) exclusive strategic advisor in connection with the Business Combination, (ii) sole

and exclusive placement agent

for

private placement services and (iii) sole and exclusive financial advisor in connection with any potential sale transactions. Pursuant to the engagement, the Company agreed to pay KBCM (i) a strategic advisory fee of $1,000,000 upon the Closing of the Business Combination and (ii) a placement fee based on a percentage of the gross proceeds from any private placements or, in the event no private placement is completed but KBCM has used reasonable best efforts to secure such a private placement, a fee of $500,000 promptly (but not later than

two business days

) following the closing of the Business Combination. Additionally, a sale transaction fee will be paid, calculated as the greater of $3,000,000 or 1% of the transaction value.

Note 13. Commitments and Contingencies

Purchase Commitments

As of December 31, 2023, the Company had outstanding purchase orders and contractual obligations totaling $4.4 million to procure inventory. The majority of the Company’s outstanding inventory purchase orders and preauthorized commitments to procure strategic components based on the Company’s expected demand are placed with the Company’s primary third party contract manufacturer and a semiconductor supplier. During the years ended December 31, 2023 and 2022, the Company purchased $4.4 million and zero, respectively, of inventories as a result of the Company’s obligation to purchase any

non-cancelable

and non- returnable components that have been purchased by the contract manufacturer with the Company’s preauthorization, when these components have not been consumed within the period defined in the terms of the Company’s agreement with this contract manufacturer. While the Company expects such purchased components to be used in future production of Company finished goods, these components are considered in the Company’s reserve estimate for excess and obsolete inventory. Furthermore, the Company accrues for losses on commitments for the future purchase on

non-cancelable

and

non-returnable

components from this contract manufacturer at the time that circumstances, such as changes in expected demand, indicate that the value of the components many not be recoverable, the loss is probable and management has the ability to reasonably estimate the amount of the loss. As of December 31, 2023 and 2022 the Company recorded accrued losses on accrued purchase commitments of $3.6 million and $5.4 million, respectively, on the consolidated balance sheets.

Legal Proceedings

From

time-to-time,

the Company may become involved in claims or other legal matters arising in the ordinary course of business. The Company records accruals for outstanding legal proceedings when it is probable a liability will be incurred, and the amount of loss can be reasonably estimated. The Company does not believe that there are any pending legal proceeding or other loss contingencies that will, either individually or in the aggregate, have a material adverse effect on the Company’s consolidated financial statements.

Merger Agreement

The December 22, 2023 Merger Agreement provided that as soon as reasonably practicable following the date of the Merger Agreement, Burkhan and/or its affiliates and/or nominees shall purchase from the Company: (i) convertible promissory notes under the Company’s 2023 NPA (see Note 17) and (ii) the

Pre-

funded Warrant (see Note 9) for aggregate gross proceeds to the Company of $25.0 million.

In addition, 16.3 million shares of New Blaize common stock may be issued as earnout shares for a period from the closing of the business combination until the five-year anniversary thereof, in accordance with the schedule set forth in the Merger Agreement. The earnout shares are to be issued to Burkhan and eligible shareholders of the Company contingent, in each case, on the closing stock price of New Blaize common stock exceeding specific thresholds.

COMMITMENTS AND CONTINGENCIES

Loss Contingencies [Line Items]

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the founder shares, the representative shares, placement units (including component securities contained therein) and units (including securities contained therein) that may be issued upon conversion of Working Capital Loans, and any shares of Class A common stock issuable upon the exercise of the placement warrants and any shares of Class A common stock and warrants (and underlying Class A common stock) that may be issued upon conversion of the units issued as part of the Working Capital Loans and Class A common stock issuable upon conversion of the founder shares, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

Underwriting Agreement

On December 15, 2021, the Company paid a cash underwriting discount of 1.0% per Unit, or $2,875,000, as part of the underwriting fee.

Additionally, the underwriter is entitled to a deferred underwriting discount of 3.5% of the IPO gross proceeds or $10,062,500, as a result of the underwriter’s over-allotment exercised in full upon the completion of the Company’s initial Business Combination.

Representative shares

On December 15, 2021, the Company issued to the representative or its designees 431,250 of Class A common stock (“Representative Shares”). The aggregate fair value of the Representative shares was $3,456,652, or $8.02 per share and recorded as offering costs. The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity.

The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares without the Company’s prior consent until the completion of its initial Business Combination. In addition, the holders of the Representative Shares have agreed (i) to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Company’s initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within 15 months from the closing of

the IPO. The representative shares are deemed to be underwriters’ compensation by FINRA pursuant to FINRA Rule 5110. Please see Note 8 for valuation methodology and assumptions used to determine the fair value of the Representative Shares.

Right of First Refusal

Subject to certain conditions, the Company granted the representative, for a period of 15 months after the date of the consummation of the Business Combination, an irrevocable right of first refusal to act as sole investment banker, sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of the Company’s successors or current or future subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

Non-redemption

Agreements

The Sponsor entered into

Non-Redemption

Agreements with various stockholders of the Company (the

“Non-Redeeming

Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the

“Non-Redeemed

Shares”) in connection with the Special Meeting held on March 10, 2023, but such stockholders retained their right to require the Company to redeem such

Non-Redeemed

Shares in connection with the closing of the Business Combination. The Sponsor has agreed to transfer to such

Non-Redeeming

Stockholders an aggregate of 1,149,412 the Founder Shares held by the Sponsor immediately following the consummation of an initial Business Combination. The Company estimated the aggregate fair value of such 1,149,412 Founder Shares transferrable to the

Non-Redeeming

Stockholders pursuant to the

Non-Redemption

Agreement to be $8,758,683 or $7.62 per share. The fair value was determined using the probability of a successful Business Combination of 75%, an implied volatility of 4.16%, and the value per shares as of the valuation date of $10.24 derived from an option pricing model for publicly traded warrants. Each

Non-Redeeming

Stockholder acquired from the Sponsor an indirect economic interest in such Founder Shares. The excess of the fair value of such Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these

Non-

Redeeming Stockholders not to redeem the

Non-Redeemed

Shares, with a corresponding charge to additional

paid-in

capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

Inflation Reduction Act of 2022 (the “IR Act”)

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination. Finally, based on recently issued interim guidance from the Internal Revenue Service and Treasury, subject to certain exceptions, the excise tax should not apply in the event of our liquidation.

On March 10, 2023, in connection with the Company’s Special Meeting, the Company’s stockholders redeemed 22,119,297 Class A shares of Common Stock for a total of $227,776,035. On December 11, 2023, in connection with the Company’s Second Special Meeting, the Company’s stockholders redeemed 2,285,040 Class A shares of Common Stock for a total of $24,539,002, the amounts redeemed were paid out to stockholders on January 5, 2024.

The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2024 and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2024, the Company recorded $2,523,150 of excise tax liability calculated as 1% of shares redeemed on March 10, 2023 and December 15, 2023.

During the second quarter, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full.

Merger Agreement

On December 22, 2023, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, BurTech Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), Blaize, Inc., a Delaware corporation (“Blaize”), and, solely for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”), pursuant to which Merger Sub will merge with and into Blaize, whereupon the separate corporate existence of Merger Sub will cease and Blaize will be the surviving company and continue in existence as a direct, wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth therein (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, the Company will be renamed “Blaize Holdings, Inc.” (“New Blaize”).

Advisory Agreement

On September 9, 2024, Jefferies LLC (“Jefferies”) was formally engaged by BurTech on September 9, 2024 to serve as its exclusive capital markets advisor in connection with the contemplated transaction involving Blaize (i.e., the Business Combination). In connection therewith, Jefferies is providing capital markets advice to BurTech which includes advice on communicating with the market and preparing to be a public operating company. Under the terms of such engagement, upon the closing of the Business Combination, Jefferies will receive a fee of $4,500,000 in return for such advisory services (the “Jefferies Fee”); provided, however, that up

to $1,000,000 of the Jefferies Fee may be deferred by BurTech for a period of up to 12 months subsequent to the closing of the Business Combination (the “Deferred transaction Fee”). Jefferies is also entitled to reimbursement of

out-of-pocket

fees and expenses incurred by Jefferies in connection with the provision of such advisory services (the “Jefferies Expenses”). The Jefferies Fee and the Jefferies Expenses will be paid in cash. Further, Jefferies has been granted a right of first refusal (“ROFR”), exercisable during the term of the engagement and for a period of 12 months thereafter, with respect to (a) any equity, equity-linked, debt or mezzanine financing or other investment in BurTech (if the ROFR is exercised, Jefferies is permitted to act as one of the lead bookrunning managers, one of the lead global coordinators, one of the lead placement agents and/or one of the joint lead arrangers, as applicable) or (b) any tender or exchange offer for, or consent solicitation with respect to, debt (including, without limitation, convertible debt) securities (if the ROFR is exercised, Jefferies is permitted to act as a nonexclusive solicitation agent for such tender or exchange offer and/or consent solicitation), with compensation in each case payable to Jefferies in an amount that is customary for a transaction of that type, with up to 25% of that compensation able to be offset against the Deferred Transaction Fee if the relevant ROFR transaction closes prior to the expiry of the aforementioned

12-month

period.

Company Support Agreement

On December 22, 2023, concurrently with the execution of the Merger Agreement, certain stockholders of Blaize entered into a Company Support Agreement (the “Company Support Agreement”) with the Company and Blaize, pursuant to which such stockholders have agreed to, among other things, (i) support and vote in favor of (a) the approval and adoption of the Merger Agreement and the Business Combination, (b) the conversion of each issued and outstanding share of preferred stock of Blaize into one share of Blaize Common Stock as of immediately prior to the Effective Time, and (c) any other circumstances upon which a consent or other approval with respect to the Merger Agreement and the Business Combination.

Sponsor Support Agreement

On December 22, 2023, concurrently with the execution of the Merger Agreement, the Company and Blaize entered into an agreement (the “Sponsor Support Agreement”) with the Sponsor, pursuant to which, among other things, in connection with the Closing, the Sponsor agreed o (i) vote all its shares of the Company’s Class A common stock in favor of (a) each Transaction Proposal (as defined in the Merger Agreement), including, without limitation, the approval and adoption of the Merger Agreement and the Business Combination, and (b) any other circumstances upon which a consent or other approval with respect to the Merger Agreement and the Business Combination.

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize, the Sponsor, certain significant securityholders of Blaize and certain of their respective affiliates will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which New Blaize will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of New Blaize common stock and other equity securities of New Blaize that are held by the parties thereto from time to time on the terms and subject to the conditions set forth therein.

Lock-up

Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize will enter into

lock-up

agreements (the

“Lock-up

Agreements”) with (i) certain of New Blaize’s directors and officers, (ii) certain stockholders of New Blaize and (iii) Burkhan, in each case, restricting the transfer of New Blaize common stock and any shares of New Blaize common stock issuable upon the exercise or settlement, as applicable, of New Blaize Options or New Blaize RSUs held by it immediately after the Effective Time from and after the Closing. The restrictions under the

Lock-up

Agreements begin at the Closing and end on the date that is 180 days after the Closing, or

upon the earlier of (x) the last reported sale price of New Blaize common stock reaching $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the Closing and (y) the liquidation of New Blaize.

Stockholders’ Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize will enter into a stockholders’ agreement (the “Stockholders Agreement”), with the Sponsor, Burkhan and certain other controlled affiliates of Burkhan (collectively, the “Stockholder Group”), which will provide, among other things, that so long as the Stockholder Group beneficially owns, in the aggregate, ten percent (10%) or more of the total number of issued and outstanding shares of the New Blaize Common Stock, the Stockholder Group will have the right to designate two out of nine individuals to the Company’s board of directors, subject to step-downs based on ownership of the New Blaize Common Stock as described in the Stockholders’ Agreement.

Amendment to the Merger Agreement

On April 22,2024, the Company entered into an amendment of its Merger Agreement which modified certain terms and conditions as follows:

•

The Company entered into an additional letter agreement which modified its convertible note financing and certain

lock-up

provisions which will exist in the closing of the Company’s Business Combination.

•

The Company entered into an additional letter agreement in connection with its convertible note financing subject to funding conditions which will exist in the closing of the Company’s Business Combination.

•

The Sponsor and the Company entered into an additional letter agreement, under which the Sponsor agreed to forfeit 2,000,000 Company Shares to be effective immediately prior to the closing of the Business Combination.

•

The Merger Agreement Amendment also revised the aggregate reserve size under the Equity Incentive Plan and ESPP to 20% and the evergreen percentage for the Equity Incentive Plan to 7%.

•

The Company, the Merger Sub, Blaize and Burkhan amended the Agreement and Plan of Merger, amending the original Merger Agreement to make the following adjustments:

•

Increasing the Base Purchase Price from $700 million to $767 million.

•

Acknowledged that the Blaize Note Financing and the Blaize Warrant Financing constitute a Company Financing for all purposes of the Merger Agreement.

•

Added a new component to the definition of “Base Merger Consideration”, which is the product of (a) the number of shares of the Excluded Company Stock multiplied by (b) the Per Company Share Merger Consideration.

•

Added a new component to the definition of “Available Acquiror Cash”, which is the amount contributed by the Sponsor pursuant to the Backstop Subscription Agreement and a new definition of “Cash Ratio,” which means the ratio equal to (x) Available Acquiror Cash, divided by (y) the Minimum Cash Amount.

•

Added a new definition of “Proportionate Shares Number,” which means (a) 325,000 Company Shares multiplied by (b.) the Cash Ratio; (viii) Added a closing condition for the benefit of Blaize requiring that the sum of the Trust Amount plus the amount of funds received pursuant to the Backstop Subscription Agreement shall be no less than the Backstop Amount.

•

Additionally, adjustments were made to various definitions and covenants to reflect the funding commitment of the Sponsor pursuant to the Backstop Subscription Agreement and the amounts of certain convertible notes and

pre-funded

warrants Burkhan, its Affiliates or nominees purchased from the Company.

Amendment to Underwriting Agreement

On April 26, 2024, the Company and EF Hutton amended the Underwriting Agreement signed on December 10, 2021. In lieu of the Company paying the full Deferred Underwriting Commission, EF Hutton agreed to accept a $1,500,000 cash payment at the Closing of a Business Combination Once this payment is made according to the new terms, the Company’s obligation to deliver the Deferred Underwriting Commission will be fulfilled.

Backstop Subscription Agreement

On April 22, 2024, the Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with the Company and Blaize. Pursuant to the Backstop Subscription Agreement, in the event that the amount of cash in the Company’s trust account following redemptions and before payment of expenses (the “Trust Amount”) is less than $30,000,000 (the “Backstop Amount”), the Sponsor shall purchase, prior to or substantially concurrently with the closing of the Business Combination, a number of shares of Class A common stock of the Company equal to the quotient of (a) the difference of (x) $30,000,000 minus (y) the Trust Amount divided by (b) $10.00, at a per share purchase price of $10.00 per share.

The Company accounts for its Backstop Subscription Agreement in accordance with the guidance contained in ASC

815-40,

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the statements of operations (see Note 8).

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Underwriting Agreement

On December 15, 2021, the Company paid a cash underwriting discount of 1.0% per Unit, or $2,875,000, as part of the underwriting fee.

Representative shares

Right of First Refusal

Non-redemption

Agreements

The Sponsor entered into

Non-Redemption

Agreements with various stockholders of the Company (the

“Non-Redeeming

Stockholders”), pursuant to which these stockholders agreed not to redeem a portion of their shares of Company common stock (the

“Non-Redeemed

Shares”) in connection with the Special Meeting held on March 10, 2023, but such stockholders retained their right to require the Company to redeem such

Non-Redeemed

Shares in connection with the closing of the Business Combination. The Sponsor has agreed to transfer to such

Non-Redeeming

Stockholders pursuant to the

Non-Redemption

Non-Redeeming

Non-

Redeeming Stockholders not to redeem the

Non-Redeemed

Shares, with a corresponding charge to additional

paid-in

capital to recognize the fair value of the Founder Shares subject to transfer as an offering cost.

Inflation Reduction Act of 2022 (the “IR Act”)

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a business combination and in the Company’s ability to complete a business combination. Finally, based on recently issued interim guidance from the Internal Revenue Service and Treasury, subject to certain exceptions, the excise tax should not apply in the event of our liquidation.

The Company evaluated the current status and probability of completing a Business Combination as of December 31, 2023 and concluded that it is probable that a contingent liability should be recorded. As of December 31, 2023, the Company recorded $2,523,150 of excise tax liability calculated as 1% of shares redeemed on March 10, 2023 and December 15, 2023.

Merger Agreement

On December 22, 2023, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, BurTech Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“ Merger Sub”), Blaize, Inc., a Delaware corporation (“Blaize”), and, solely for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (“Burkhan”), pursuant to which Merger Sub will merge with and into Blaize, whereupon the separate corporate existence of Merger Sub will cease and Blaize will be the surviving company and continue in existence as a direct, wholly owned subsidiary of the Company, on the terms and subject to the conditions set forth therein (the “Merger” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, the Company will be renamed “Blaize Holdings, Inc.” (“New Blaize”).

Company Support Agreement

Sponsor Support Agreement

Registration Rights Agreement

Lock-up

Agreement

The Merger Agreement contemplates that, at the Closing, New Blaize will enter into

lock-up

agreements (the

“Lock-up

New Blaize RSUs held by it immediately after the Effective Time from and after the Closing. The restrictions under the

Lock-up

Agreements begin at the Closing and end on the date that is 180 days after the Closing, or upon the earlier of (x) the last reported sale price of New Blaize common stock reaching $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the Closing and (y) the liquidation of New Blaize.

Stockholders’ Agreement

Amendment to the Merger Agreement

On April 22, 2024, the Company entered into an amendment of its Merger Agreement which modified certain terms and conditions as follows:

•

The Company entered into an additional letter agreement which modified its convertible note financing and certain

lock-up

provisions which will exist in the closing of the Company’s Business Combination.

•

The Merger Agreement Amendment also revised the aggregate reserve size under the Equity Incentive Plan and ESPP to 20% and the evergreen percentage for the Equity Incentive Plan to 7%.

•

The Company, the Merger Sub, Blaize and Burkhan amended the Agreement and Plan of Merger, amending the original Merger Agreement to make the following adjustments:

•

Increasing the Base Purchase Price from $700 million to $767 million.

•

Acknowledged that the Blaize Note Financing and the Blaize Warrant Financing constitute a Company Financing for all purposes of the Merger Agreement.

•

pre-funded

warrants Burkhan, its Affiliates or nominees purchased from the Company.

Amendment to Underwriting Agreement

On April 26, 2024, the Company and EF Hutton amended the Underwriting Agreement signed on December 10, 2021. In lieu of the Company paying the full Deferred Underwriting Commission, EF Hutton agreed to accept a $1,500,000 cash payment at the Closing of a Business Combination. Once this payment is made according to the new terms, the Company’s obligation to deliver the Deferred Underwriting Commission will be fulfilled.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Income Taxes - Schedule of Reconciliation of the Income Tax Determined By Applying the U.S. Federal Statutory Income Tax Rate to Pretax Loss (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation [Line Items]
Pretax loss	$ (25,552,000)	$ (12,006,000)	$ (54,155,000)	$ (62,949,000)	$ (88,187,000)	$ (104,096,000)
Federal tax at statutory rate					(18,522,000)	(21,542,000)
State taxes, net of federal benefit					1,000	1,000
Pay-to-Play equity financing charge (permanent difference)					7,525,000	11,729,000
Other permanent differences					3,620,000	184,000
Return to accrual adjustment					(433,000)	0
Foreign tax rate differential					111,000	77,000
Tax credits					(539,000)	(947,000)
Uncertain tax positions					270,000	473,000
Valuation allowance					7,936,000	10,781,000
Other, net					(567,000)	(222,000)
Income tax expense	$ 55,000	$ (12,000)	$ 348,000	$ (85,000)	$ (598,000)	$ 534,000
Federal tax at statutory rate (in percent)			21.00%		21.00%	20.69%
State taxes, net of federal benefit (in percent)					0.00%	0.00%
Pay-to-Play equity financing charge (permanent difference) (in percent)					(8.53%)	(11.27%)
Other permanent differences (in percent)					(4.11%)	(0.18%)
Return to accrual adjustment (in percent)					0.49%	0.00%
State taxes, net of federal tax benefit					0.00%	0.00%
Foreign tax rate differential (in percent)					(0.13%)	(0.07%)
Tax credits (in percent)					0.61%	0.91%
Statutory federal income tax rate			21.00%		21.00%	20.69%
Uncertain tax positions (in percent)					(0.31%)	(0.45%)
Valuation allowance (in percent)					(9.00%)	(10.36%)
Change in valuation allowance					(9.00%)	(10.36%)
Other, net (in percent)					0.64%	0.21%
Effective income tax rate (in percent)	(16.22%)	98.16%	(37.57%)	36.23%	0.68%	(0.51%)
BURTECH ACQUISITION CORP [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Pretax loss	$ (753,720)	$ 182,688	$ (1,080,728)	$ 2,629,834	$ 2,366,786	$ 2,465,365
Income tax expense	$ 122,233	$ 179,326	$ 406,071	$ 952,909	$ 1,027,644	$ 791,758
Federal tax at statutory rate (in percent)					21.00%	21.00%
State taxes, net of federal benefit (in percent)					0.00%	0.00%
State taxes, net of federal tax benefit					0.00%	0.00%
Statutory federal income tax rate					21.00%	21.00%
Fines and Penalties					0.20%	0.00%
Transaction Costs					14.30%	0.00%
Valuation allowance (in percent)					7.90%	11.10%
Change in valuation allowance					7.90%	11.10%
Effective income tax rate (in percent)					43.40%	32.10%

Income Taxes - Schedule of Company's Deferred Tax Assets and Liabilities (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards		$ 45,600,000	$ 38,929,000
Tax credit		4,989,000	4,388,000
Other reserves and accrued expenses		1,105,000	1,440,000
Lease liability		110,000	194,000
Depreciation		66,000	60,000
Share-based compensation		736,000	636,000
Capitalized R&E Sec 174		9,533,000	6,688,000
Other		(62,000)	2,000
Gross deferred tax assets		62,077,000	52,337,000
Valuation allowance		(60,937,000)	(51,225,000)
Net deferred tax assets		1,140,000	1,112,000
Deferred tax liabilities:
Right of use assets		(107,000)	(186,000)
Total deferred tax liabilities		(107,000)	(186,000)
Total net deferred tax assets	$ 1,069,000	1,033,000	926,000
BURTECH ACQUISITION CORP [Member]
Deferred tax assets:
Organizational costs/Startup expenses		475,133	287,868
Gross deferred tax assets		475,133	287,868
Valuation allowance		(475,133)	(287,868)
Deferred tax assets (liability)
Deferred tax assets (liability), net of allowance		$ 0	$ 0

Summary of Significant Accounting Policies - Reconciliation of Net (Loss) Income Per Common Stock (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net (loss) income, basic					$ (87,589,000)	$ (106,455,000)
Weighted average shares outstanding, basic (in shares)	17,478,371	3,551,881	17,466,606	3,551,881	4,213,244	1,445,089
Weighted average shares outstanding, diluted (in shares)	17,478,371	3,551,881	17,466,606	3,551,881	4,213,244	1,445,089
Class A common stock subject to redemption
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net (loss) income, basic	$ (251,051)	$ 1,278	$ (426,121)	$ 883,994
Allocation of net (loss) income, diluted	$ (251,051)	$ 1,278	$ (426,121)	$ 883,994
Weighted average shares outstanding, basic (in shares)	4,345,663	6,630,703	4,345,663	12,059,248
Weighted average shares outstanding, diluted (in shares)	4,345,663	6,630,703	4,345,663	12,059,248
Basic net (loss) income per share (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07
Diluted net (loss) income per share (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07
Class A common stock subject to redemption \| BURTECH ACQUISITION CORP [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income, common stock subject to redemption					$ 660,301	$ 1,216,069
Weighted average shares outstanding, basic (in shares)	4,345,663	6,630,703	4,345,663	12,059,248	10,578,271	28,750,000
Weighted average shares outstanding, diluted (in shares)	4,345,663	6,630,703	4,345,663	12,059,248	10,578,271	28,750,000
Basic net (loss) income per share (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07	$ 0.06	$ 0.04
Diluted net (loss) income per share (in dollars per share)	$ (0.06)	$ 0	$ (0.1)	$ 0.07	$ 0.06	$ 0.04
Non-redeemable Class A common stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net (loss) income, basic		$ 256		$ 97,458
Allocation of net (loss) income, diluted		$ 256		$ 97,458
Weighted average shares outstanding, basic (in shares)		1,329,500		1,329,500
Weighted average shares outstanding, diluted (in shares)		1,329,500		1,329,500
Basic net (loss) income per share (in dollars per share)		$ 0		$ 0.07
Diluted net (loss) income per share (in dollars per share)		$ 0		$ 0.07
Non-redeemable Class A common stock \| BURTECH ACQUISITION CORP [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income, common stock subject to redemption					$ 112,586	$ 56,235
Weighted average shares outstanding, basic (in shares)					1,803,670	1,329,500
Weighted average shares outstanding, diluted (in shares)					1,803,670	1,329,500
Basic net (loss) income per share (in dollars per share)					$ 0.06	$ 0.04
Diluted net (loss) income per share (in dollars per share)					$ 0.06	$ 0.04
Class A and B Non-redeemable common stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net (loss) income, basic	$ (624,902)		$ (1,060,678)
Allocation of net (loss) income, diluted	$ (624,902)		$ (1,060,678)
Weighted average shares outstanding, basic (in shares)	10,817,000		10,817,000
Weighted average shares outstanding, diluted (in shares)	10,817,000		10,817,000
Basic net (loss) income per share (in dollars per share)	$ (0.06)		$ (0.1)
Diluted net (loss) income per share (in dollars per share)	$ (0.06)		$ (0.1)
Non-redeemable Class B common stock
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net (loss) income, basic		$ 1,828		$ 695,474
Allocation of net (loss) income, diluted		$ 1,828		$ 695,474
Weighted average shares outstanding, basic (in shares)		9,487,500		9,487,500
Weighted average shares outstanding, diluted (in shares)		9,487,500		9,487,500
Basic net (loss) income per share (in dollars per share)		$ 0		$ 0.07
Diluted net (loss) income per share (in dollars per share)		$ 0		$ 0.07
Non-redeemable Class B common stock \| BURTECH ACQUISITION CORP [Member]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allocation of net income, common stock subject to redemption					$ 566,255	$ 401,303
Weighted average shares outstanding, basic (in shares)					9,071,610	9,487,500
Weighted average shares outstanding, diluted (in shares)					9,071,610	9,487,500
Basic net (loss) income per share (in dollars per share)					$ 0.06	$ 0.04
Diluted net (loss) income per share (in dollars per share)					$ 0.06	$ 0.04

Common stock and Stock-Based Compensation -Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Nov. 30, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Common stock and StockBased Compensation [Line Items]
Stockholders' Equity, Reverse Stock Split	ten-for-one
Common Stock, Shares Authorized		175,095,000		175,095,000		175,095,000	175,095,000
Common Stock, Shares, Issued		17,482,174		17,482,174		17,454,353	6,143,294
Common Stock, Shares, Outstanding		17,482,174		17,482,174		17,454,353	6,143,294
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number		16,330,351		16,330,351		16,437,980
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares		4,799,856		4,799,856		4,916,829
Common Stock, Capital Shares Reserved for Future Issuance		74,681,899		74,681,899		75,514,616	20,943,726
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value							$ 237,000
Share Price						$ 0.25	$ 10.62
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value						$ 800	$ 1,000
Unrecognized Compensation Expense		$ 2,400,000		$ 2,400,000		$ 3,400,000
Share Based Compensation Arrangement By Sharebased Payment Award Fair Value Assumptions WeightedAverage Period				1 year 10 months 24 days		2 years 7 months 6 days
Share-Based Payment Arrangement, Noncash Expense		$ 360,000	$ 286,000	$ 1,042,000	$ 450,000	$ 2,483,000	$ 1,245,000
Stock options available for future issuance [Member]
Common stock and StockBased Compensation [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance		1,036,487		1,036,487		839,706	1,461,660
Restricted Stock Units (RSUs) [Member]
Common stock and StockBased Compensation [Line Items]
Unrecognized Compensation Expense		$ 4,400,000		$ 4,400,000		$ 3,600,000
Share-Based Payment Arrangement, Noncash Expense				$ 0		$ 0
Common Stock [Member]
Common stock and StockBased Compensation [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period						6,000,000
Incentive Stock Options [Member]
Common stock and StockBased Compensation [Line Items]
Minimum Threshold Limit Of Percentage Of Owning Stock With Voting Power On Grant Date				10.00%		10.00%
Minimum Threshold Limit Of Shares Fair Value On Grant Date				110.00%		110.00%
Two Thousand Eleven Amended Plan [Member]
Common stock and StockBased Compensation [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Plan Modification, Description and Terms						The Amended
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares						4,916,829	137,909	73,386
Two Thousand Eleven Amended Plan [Member] \| Stock options available for future issuance [Member]
Common stock and StockBased Compensation [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance		1,036,487		1,036,487		839,706
Two Thousand Eleven Amended Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Common stock and StockBased Compensation [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares		4,799,856		4,799,856		4,916,829
Two Thousand Eleven Amended Plan [Member] \| Common Stock [Member]
Common stock and StockBased Compensation [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number		16,330,351		16,330,351		16,437,980
Modification Of vesting Terms [Member]
Common stock and StockBased Compensation [Line Items]
Share-Based Payment Arrangement, Noncash Expense						$ 1,700

INITIAL PUBLIC OFFERING (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Schedule of common stock subject to redemption reflected on the balance sheet


Class A common stock subject to possible redemption, January 1, 2023	294,796,918
Less:
Redemptions	(252,315,037	)
Plus:
Accretion of carrying value to redemption value	4,510,051

Class A common stock subject to possible redemption, December 31, 2023	46,991,932
Plus:
Accretion of carrying value to redemption value	800,030

Class A common stock subject to possible redemption, March 31, 2024	47,791,962
Plus:
Accretion of carrying value to redemption value	846,082

Class A common stock subject to possible redemption, June 30, 2024	48,638,044
Plus:
Accretion of carrying value to redemption value	857,198

Class A common stock subject to possible redemption, September 30, 2024	49,495,242


Class A common stock subject to possible redemption, January 1, 2022	291,812,500
Plus:
Accretion of carrying value to redemption value	2,984,418

Class A common stock subject to possible redemption, December 31, 2022	294,796,918
Less:
Redemptions	(252,315,037	)
Plus:
Accretion of carrying value to redemption value	4,510,051

Class A common stock subject to possible redemption, December 31, 2023	46,991,932

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Redeemable Convertible Preferred Stock Preferred Stock	BURTECH ACQUISITION CORP.	BURTECH ACQUISITION CORP. Additional Paid-in Capital	BURTECH ACQUISITION CORP. Accumulated Deficit	BURTECH ACQUISITION CORP. Class A common stock	BURTECH ACQUISITION CORP. Class A common stock Common Stock	BURTECH ACQUISITION CORP. Class B Common Stock	BURTECH ACQUISITION CORP. Class B Common Stock Common Stock
Balance at the beginning at Dec. 31, 2021	$ (171,939,000)	$ 0	$ 0	$ 3,708,000	$ (175,647,000)	$ 176,989,000	$ (8,833,859)	$ 0	$ (8,834,941)		$ 133		$ 949
Balance at the beginning outstanding (in shares) at Dec. 31, 2021		957,864	124,225			60,614,259
Balance at the beginning (in shares) at Dec. 31, 2021											1,329,500		9,487,500
Increase (decrease) in Stockholders' deficit
Exercise of stock options (in dollars)	$ 128,000			128,000
Exercise of stock options (in shares)	17,666	17,663
Stock-based compensation	$ 1,245,000			1,245,000
Accretion for common stock subject to redemption amount							(2,984,418)		(2,984,418)
Issuance of Series D-2 preferred stock, net of issuance costs of $340 and Series D-2 preferred stock warrants of $244 (In dollars)						$ 5,017,000
Issuance of Series D-2 preferred stock, net of issuance costs of $340 and Series D-2 preferred stock warrants of $244 (In shares)						1,126,373
Issuance of Series D-2 preferred stock upon extinguishment of convertible notes, net of Series D-2 preferred stock warrants of $1,390 (in dollars)						$ 30,764,000
Issuance of Series D-2 preferred stock upon extinguishment of convertible notes, net of Series D-2 preferred stock warrants of $1,390 (in shares)						6,435,447
Deemed dividend associated with Series D-2 preferred stock warrants issued with Series D-2 preferred stock issuance	(1,635,000)			(1,635,000)		$ 1,635,000
Issuance of Series D Exchange Preferred shares in exchange for extinguishment of Series D preferred stock	1,636,000				1,636,000	(1,636,000)
Conversion of preferred stock into common stock (in dollars)	174,500,000			174,500,000		$ (174,500,000)
Conversion of preferred stock into common stock (in shares)		60,374,854				(60,374,854)
Reverse 10:1 common stock split		(54,337,382)
Reclassification of warrants from liability preferred to equity upon conversion of preferred to common stock	54,000			54,000
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (In dollars)	(23,925,000)			(23,925,000)		$ 23,925,000
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (in shares)		(869,705)				8,697,054
Change in value of preferred stock subject to possible redemption	(1,826,000)				(1,826,000)	$ 1,826,000
Pay-to-Play financing charges	55,853,000			55,853,000
Net loss	(104,630,000)				(104,630,000)		1,673,607		1,673,607
Balance at the end outstanding (in shares) at Dec. 31, 2022		6,143,294	124,225			16,498,279
Balance at the end (in shares) at Dec. 31, 2022										1,329,500		9,487,500	9,487,500
Balance at the end at Dec. 31, 2022	(70,539,000)	$ 0	$ 0	209,928,000	(280,467,000)	$ 64,020,000	(10,144,670)		(10,145,752)	$ 133		$ 949	$ 949
Increase (decrease) in Stockholders' deficit
Stockholder Non-Redemption Agreement							8,758,683		8,758,683
Stockholder Non-Redemption Agreement							(8,758,683)		(8,758,683)
Excise tax liability arising from redemption of Class A shares							(2,277,760)		(2,277,760)
Accretion for common stock subject to redemption amount							(2,276,329)		(2,276,329)
Net loss							1,574,791		1,574,791
Balance at the end (in shares) at Mar. 31, 2023										1,329,500		9,487,500
Balance at the end at Mar. 31, 2023							(13,123,968)		(13,125,050)	$ 133		$ 949
Balance at the beginning at Dec. 31, 2022	(70,539,000)	$ 0	$ 0	209,928,000	(280,467,000)	$ 64,020,000	(10,144,670)		(10,145,752)	$ 133		$ 949	$ 949
Balance at the beginning outstanding (in shares) at Dec. 31, 2022		6,143,294	124,225			16,498,279
Balance at the beginning (in shares) at Dec. 31, 2022										1,329,500		9,487,500	9,487,500
Increase (decrease) in Stockholders' deficit
Stock-based compensation	450,000			450,000
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (In dollars)	(109,327,000)			(109,327,000)		$ 109,327,000
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (in shares)		(2,799,634)				27,996,424
Pay-to-Play financing charges	30,576,000			30,576,000
Debt financing charge on convertible notes	2,640,000			2,640,000
Net loss	(62,864,000)				(62,864,000)		1,676,925
Balance at the end outstanding (in shares) at Sep. 30, 2023		3,343,660	124,225			44,494,703
Balance at the end (in shares) at Sep. 30, 2023										1,329,500		9,487,500
Balance at the end at Sep. 30, 2023	(209,064,000)	$ 0	$ 0	134,267,000	(343,331,000)	$ 173,347,000	(14,308,127)		(14,309,209)	$ 133		$ 949
Balance at the beginning at Dec. 31, 2022	(70,539,000)	$ 0	$ 0	209,928,000	(280,467,000)	$ 64,020,000	(10,144,670)		(10,145,752)	$ 133		$ 949	$ 949
Balance at the beginning outstanding (in shares) at Dec. 31, 2022		6,143,294	124,225			16,498,279
Balance at the beginning (in shares) at Dec. 31, 2022										1,329,500		9,487,500	9,487,500
Increase (decrease) in Stockholders' deficit
Conversion of Class B to Class A Shares (in shares)													(9,487,500)
Exercise of stock options (in dollars)	$ 1,000			1,000
Exercise of stock options (in shares)	1,000	1,000
Conversion of Class B to Class A Shares													$ (949)
Stockholder Non-Redemption Agreement							8,758,683		8,758,683
Stockholder Non-Redemption Agreement							(8,758,683)		(8,758,683)
Stock-based compensation	$ 2,483,000			2,483,000
Excise tax liability arising from redemption of Class A shares							(2,523,150)		(2,523,150)
Accretion for common stock subject to redemption amount							(4,510,051)		(4,510,051)
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (In dollars)	(109,327,000)			(109,327,000)		$ 109,327,000
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (in shares)		(2,799,634)				27,996,424
Reissuance of common stock in common rights offering (in shares)		8,109,693
Issuance of common stock upon release of restricted stock units		6,000,000
Change in value of preferred stock subject to possible redemption	0
Pay-to-Play financing charges	35,771,000			35,771,000
Debt financing charge on convertible notes	2,640,000			2,640,000
Net loss	(87,589,000)				(87,589,000)		1,339,142		1,339,142
Balance at the end outstanding (in shares) at Dec. 31, 2023		17,454,353	124,225			44,494,703
Balance at the end (in shares) at Dec. 31, 2023										10,816,995	10,817,000	5
Balance at the end at Dec. 31, 2023	(226,560,000)	$ 0	$ 0	141,496,000	(368,056,000)	$ 173,347,000	(15,838,729)		(15,839,811)	$ 1,082
Balance at the beginning at Mar. 31, 2023							(13,123,968)		(13,125,050)	$ 133		$ 949
Balance at the beginning (in shares) at Mar. 31, 2023										1,329,500		9,487,500
Increase (decrease) in Stockholders' deficit
Accretion for common stock subject to redemption amount							(605,227)		(605,227)
Net loss							98,772		98,772
Balance at the end outstanding (in shares) at Jun. 30, 2023		3,343,660	124,225			44,494,703
Balance at the end (in shares) at Jun. 30, 2023										1,329,500		9,487,500
Balance at the end at Jun. 30, 2023	(199,996,000)	$ 0	$ 0	131,341,000	(331,337,000)	$ 173,347,000	(13,630,423)		(13,631,505)	$ 133		$ 949
Increase (decrease) in Stockholders' deficit
Stock-based compensation	286,000			286,000
Accretion for common stock subject to redemption amount							(681,066)		(681,066)
Debt financing charge on convertible notes	2,640,000			2,640,000
Net loss	(11,994,000)				(11,994,000)		3,362		3,362
Balance at the end outstanding (in shares) at Sep. 30, 2023		3,343,660	124,225			44,494,703
Balance at the end (in shares) at Sep. 30, 2023										1,329,500		9,487,500
Balance at the end at Sep. 30, 2023	(209,064,000)	$ 0	$ 0	134,267,000	(343,331,000)	$ 173,347,000	(14,308,127)		(14,309,209)	$ 133		$ 949
Balance at the beginning at Dec. 31, 2023	(226,560,000)	$ 0	$ 0	141,496,000	(368,056,000)	$ 173,347,000	(15,838,729)		(15,839,811)	$ 1,082
Balance at the beginning outstanding (in shares) at Dec. 31, 2023		17,454,353	124,225			44,494,703
Balance at the beginning (in shares) at Dec. 31, 2023										10,816,995	10,817,000	5
Increase (decrease) in Stockholders' deficit
Accretion for common stock subject to redemption amount							(800,030)		(800,030)
Net loss							(10,633)		(10,633)
Balance at the end (in shares) at Mar. 31, 2024										10,816,995		5
Balance at the end at Mar. 31, 2024							(16,649,392)		(16,650,474)	$ 1,082
Balance at the beginning at Dec. 31, 2023	(226,560,000)	$ 0	$ 0	141,496,000	(368,056,000)	$ 173,347,000	(15,838,729)		(15,839,811)	$ 1,082
Balance at the beginning outstanding (in shares) at Dec. 31, 2023		17,454,353	124,225			44,494,703
Balance at the beginning (in shares) at Dec. 31, 2023										10,816,995	10,817,000	5
Increase (decrease) in Stockholders' deficit
Exercise of stock options (in dollars)	$ 80,000			80,000
Exercise of stock options (in shares)	27,821	27,821
Stock-based compensation	$ 1,042,000			1,042,000
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (In dollars)	0
Net loss	(54,503,000)				(54,503,000)		(1,486,799)
Balance at the end outstanding (in shares) at Sep. 30, 2024		17,482,174	124,225			44,494,703
Balance at the end (in shares) at Sep. 30, 2024										10,816,995		5
Balance at the end at Sep. 30, 2024	(279,941,000)	$ 0	$ 0	142,618,000	(422,559,000)	$ 173,347,000	(19,828,838)		(19,829,920)	$ 1,082
Balance at the beginning at Mar. 31, 2024							(16,649,392)		(16,650,474)	$ 1,082
Balance at the beginning (in shares) at Mar. 31, 2024										10,816,995		5
Increase (decrease) in Stockholders' deficit
Accretion for common stock subject to redemption amount							(846,082)		(846,082)
Net loss							(600,213)		(600,213)
Balance at the end outstanding (in shares) at Jun. 30, 2024		17,474,790	124,225			44,494,703
Balance at the end (in shares) at Jun. 30, 2024										10,816,995		5
Balance at the end at Jun. 30, 2024	(254,731,000)	$ 0	$ 0	142,221,000	(396,952,000)	$ 173,347,000	(18,095,687)		(18,096,769)	$ 1,082
Increase (decrease) in Stockholders' deficit
Exercise of stock options (in dollars)	37,000			37,000
Exercise of stock options (in shares)		7,384
Stock-based compensation	360,000			360,000
Accretion for common stock subject to redemption amount							(857,198)		(857,198)
Net loss	(25,607,000)				(25,607,000)		(875,953)		(875,953)
Balance at the end outstanding (in shares) at Sep. 30, 2024		17,482,174	124,225			44,494,703
Balance at the end (in shares) at Sep. 30, 2024										10,816,995		5
Balance at the end at Sep. 30, 2024	$ (279,941,000)	$ 0	$ 0	$ 142,618,000	$ (422,559,000)	$ 173,347,000	$ (19,828,838)		$ (19,829,920)	$ 1,082

Common stock and Stock-Based Compensation - Summary Of The Grant Date Fair Value Of The Company's Stock Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%
Share Price	$ 0.25	$ 10.62
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	4.44%	1.60%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	5 years	5 years 10 months 28 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	56.74%	55.90%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	4.46%	3.03%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	6 years 3 days	6 years 29 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	57.56%	57.09%

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Contractual Obligation, Fiscal Year Maturity

During the three and nine months ended September 30, 2024 and 2023, the Company purchased inventories due to this obligation as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Inventory purchases related to purchase obligation	$	346	$	—	$	4,088	$	2,027

Income Taxes - Schedule of Components of the (Benefit from) Provision for Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Current:
US Federal					$ 0	$ 0
US States					1,000	1,000
Foreign					(492,000)	581,000
Total current					(491,000)	582,000
Deferred:
US Federal					0	0
US States					0	0
Foreign					(107,000)	(48,000)
Total deferred			$ (36,000)	$ (147,000)	(107,000)	(48,000)
Total (benefit from) provision for income taxes	$ 55,000	$ (12,000)	348,000	(85,000)	(598,000)	534,000
BURTECH ACQUISITION CORP [Member]
Current:
US Federal					1,027,644	791,758
State
Change in valuation allowance					187,264	274,031
Deferred:
US Federal					(187,264)	(274,031)
Total (benefit from) provision for income taxes	$ 122,233	$ 179,326	$ 406,071	$ 952,909	$ 1,027,644	$ 791,758

Redeemable Convertible Preferred Stock (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Dec. 31, 2022

Redeemable Convertible Preferred Stock [Abstract]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Table Text Block]


	Authorized Shares		Outstanding Shares		Net Carrying Value*		Liquidation Preference
					(In thousands)
Series Seed Shadow Preferred		5,032,238		2,020,309	$	698	$	698
Series A Shadow Preferred		15,174,130		4,573,935		3,183		3,183
Series B Shadow Preferred		18,392,046		12,234,661		8,442		8,442
Series C Shadow Preferred		13,722,052		10,211,548		48,661		48,661
Series D Shadow Preferred		4,707,494		3,990,707		41,673		41,673
Series D Exchange Shadow Preferred		4,707,494		239,405		2,500		2,500
Series D-1 Shadow Preferred		3,935,839		3,662,318		30,595		30,595
Series D-1 Exchange Shadow Preferred		3,935,839		—		—		—
Series D-2 Shadow Preferred		27,042,965		7,561,820		37,595		37,595

Total		96,650,097		44,494,703	$	173,347	$	173,347

*	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution

The authorized, issued and outstanding shares of the redeemable convertible preferred stock and liquidation preferences as of the periods presented were as follows (dollars in thousands):


	December 31, 2023
	Authorized Shares		Outstanding Shares		Net Carrying Value*		Liquidation Preference
					(In thousands)
Series Seed Shadow Preferred		5,032,238		2,020,309	$	698	$	698
Series A Shadow Preferred		15,174,130		4,573,935		3,183		3,183
Series B Shadow Preferred		18,392,046		12,234,661		8,442		8,442
Series C Shadow Preferred		13,722,052		10,211,548		48,661		48,661
Series D Shadow Preferred		4,707,494		3,990,707		41,673		41,673
Series D Exchange Shadow Preferred		4,707,494		239,405		2,500		2,500
Series D-1 Shadow Preferred		3,935,839		3,662,318		30,595		30,595
Series D-1 Exchange Shadow Preferred		3,935,839		—		—		—
Series D-2 Shadow Preferred		27,042,965		7,561,820		37,595		37,595

Total		96,650,097		44,494,703	$	173,347	$	173,347

*	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution


	December 31, 2022
	Authorized Shares		Outstanding Shares		Net Carrying Value*		Liquidation Preference
					(In thousands)
Series Seed Shadow Preferred		5,032,238		868,054	$	300	$	300
Series A Shadow Preferred		15,174,130		2,378,753		1,655		1,655
Series B Shadow Preferred		18,392,046		1,716,987		1,185		1,185
Series C Shadow Preferred		13,722,052		3,091,485		14,732		14,732
Series D Shadow Preferred		4,707,494		331,145		3,458		3,458
Series D Exchange Shadow Preferred		4,707,494		239,405		2,500		2,500
Series D-1 Shadow Preferred		3,935,839		310,630		2,595		2,595
Series D-1 Exchange Shadow Preferred		3,935,839		—		—		—
Series D-2 Shadow Preferred		27,042,965		7,561,820		37,595		37,595

Total		96,650,097		16,498,279	$	64,020	$	64,020

*	net of issuance cost including cash, issuance of preferred stock warrants & dividend contribution

Supplementary Balance Sheet Information - Schedule of Property Plant And Equipment Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 21,031	$ 20,058	$ 19,898
Less: Accumulated depreciation	(18,999)	(18,503)	(16,523)
Total property and equipment, net	2,032	1,555	3,375
Computer equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	13,350	13,108	12,936
Software
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	5,893	4,984	4,984
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	346	346	346
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,416	1,594	1,606
Vehicles
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 26	$ 26	$ 26

RELATED PARTY TRANSACTIONS - Founder Shares (Details)				9 Months Ended	12 Months Ended
RELATED PARTY TRANSACTIONS - Founder Shares (Details)	Dec. 15, 2021 USD ($) shares	Sep. 24, 2021 shares	May 21, 2021 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 $ / shares
RELATED PARTY TRANSACTIONS
Common stock, par value (in dollars per share) \| $ / shares				$ 0.00001	$ 0.00001	$ 0.00001
Sponsor [Member]
RELATED PARTY TRANSACTIONS
Aggregate purchase price \| $				$ 25,000
Founder Shares \| Sponsor [Member] \| Class B Common Stock
RELATED PARTY TRANSACTIONS
Stock issued (in shares)		862,500	8,625,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Aggregate purchase price \| $			$ 25,000
Stock split		1.1
Aggregate number of shares owned		9,487,500
Shares subject to forfeiture	1,237,500	1,237,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders				24.81%
BURTECH ACQUISITION CORP [Member]
RELATED PARTY TRANSACTIONS
Stock issued (in shares)	431,250
Aggregate purchase price \| $	$ 3,456,652
BURTECH ACQUISITION CORP [Member] \| Class B Common Stock
RELATED PARTY TRANSACTIONS
Stock issued (in shares)		862,500
Common stock, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001
Stock split		1.1
BURTECH ACQUISITION CORP [Member] \| Sponsor [Member]
RELATED PARTY TRANSACTIONS
Aggregate purchase price \| $					$ 25,000
BURTECH ACQUISITION CORP [Member] \| Founder Shares \| Sponsor [Member] \| Class B Common Stock
RELATED PARTY TRANSACTIONS
Stock issued (in shares)		862,500	8,625,000
Aggregate purchase price \| $			$ 25,000
Stock split		1.1
Aggregate number of shares owned		9,487,500
Shares subject to forfeiture		1,237,500
Shares no longer subject to forfeiture	1,237,500
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders					24.81%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination					6 months
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) \| $ / shares				$ 12	$ 12
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				20 days	20 days
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				30 days	30 days

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Summary of company's assets and liabilities that were measured at fair value on a recurring basis

The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis aggregated by the level in the fair hierarchy (in thousands):


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Government money market funds	$	26,054	$	—	$	—	$	26,054
Mutual funds		5,190		—		—		5,190
U.S. Government treasury securities		30,058		—		—		30,058

Total assets, measured at fair value	$	61,302	$	—	$	—	$	61,302

Liabilities:
Pay-to-Play convertible notes	$	—	$	—	$	15,977	$	15,977
2023 Convertible notes		—		—		148,551		148,551
Warrant liabilities		—		—		7,755		7,755

Total liabilities, measured at fair value	$	—	$	—	$	172,283	$	172,283


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Pay-to-Play convertible notes	$	—	$	—	$	14,641	$	14,641
2023 Convertible notes		—		—		18,064		18,064
Warrant liabilities		—		—		3,730		3,730

Total liabilities, measured at fair value	$	—	$	—	$	36,435	$	36,435

The table below presents the Company’s financial liabilities measured at fair value on a recurring basis aggregated by the level in the fair hierarchy (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Pay-to-Play convertible notes	$	—	$	—	$	14,641	$	14,641
2023 Convertible notes		—		—		18,064		18,064
Warrant liabilities		—		—		3,730		3,730

Total liabilities, measured at fair value	$	—	$	—	$	36,435	$	36,435


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Pay-to-Play convertible notes	$	—	$	—	$	3,139	$	3,139
Warrant liabilities		—		—		529		529

Total liabilities, measured at fair value	$	—	$	—	$	3,668	$	3,668

Schedule of summary of changes in the fair value of financial instruments that are measured at fair value on a recurring basis

The change in the fair value of the Level 3 liabilities during the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):


	Pay-to-Play Convertible notes			2023 Convertible notes		Warrant liabilities		Total
Three months ended September 30, 2024:
Balance at June 30, 2024	$	16,042		$	133,088	$	7,665	$	156,795
Change in estimated fair value		(65	)		15,463		90		15,488

Balance at September 30, 2024	$	15,977		$	148,551	$	7,755	$	172,283


	Pay-to-Play Convertible notes		2023 Convertible notes		Warrant liabilities			Total
Nine months ended September 30, 2024:
Balance at December 31, 2023	$	14,641	$	18,064	$	3,730		$	36,435
Issuance of 2023 convertible note warrants and related warrants		—		105,902		4,816			110,718
Issuance of Pre-funded common stock warrants		—		—		464			464
Change in estimated fair value		1,336		24,585		(1,255	)		24,666

Balance at September 30, 2024	$	15,977	$	148,551	$	7,755		$	172,283


	Pay-to-Play Convertible notes		2023 Convertible notes		Warrant liabilities			Total
Three months ended September 30, 2023:
Balance at June 30, 2023	$	13,763	$	—	$	2,227		$	15,990
Issuance of convertible notes and related warrants		—		7,275		1,125			8,400
Change in estimated fair value		398		1,241		(327	)		1,312

Balance at September 30, 2023	$	14,161	$	8,516	$	3,025		$	25,702


	Pay-to-Play Convertible notes		2023 Convertible notes		Warrant liabilities		Total
Nine months ended September 30, 2023:
Balance at December 31, 2022	$	3,139	$	—	$	529	$	3,668
Reinstatement of common stock warrants as preferred stock warrants		—		—		61		61
Issuance of Pay-to-Play convertible notes and related warrants		8,717		—		565		9,282
Issuance of convertible notes and related warrants		—		7,275		1,125		8,400
Change in estimated fair value		2,305		1,241		745		4,291

Balance at September 30, 2023	$	14,161	$	8,516	$	3,025	$	25,702

The change in the fair value of the Level 3 liabilities during the years ended December 31, 2023 and 2022 was as follows (in thousands):


	Pay-to Play Convertible notes			2023 Convertible notes		Warrant liabilities			Total
Balance at January 1, 2022	$	—		$	—	$	1,314		$	1,314
Issuance of Series D-2 Preferred Stock warrants		—			—		1,634			1,634
Issuance of Pay-to-Play convertible notes		2,961			—		—			2,961
Change in estimated fair value		500			—		(2,687	)		(2,187	)
Conversion of preferred stock to common stock and reclassified to equity		—			—		(54	)		(54	)
Issuance of Pay-to-Play convertible note warrants		(322	)		—		322			—

Balance at December 31, 2022	$	3,139		$	—	$	529		$	3,668
Reinstatement of common stock warrants as preferred stock warrants		—			—		61			61
Issuance of Pay-to-Play convertible notes and related warrants		8,717			—		565			9,282
Common rights offering		142			—		—			142
Issuance of 2023 convertible notes and related warrants		—			11,175		1,125			12,300
Issuance of Pre-funded common stock warrants		—			—		505			505
Change in estimated fair value		2,643			6,889		945			10,477

Balance at December 31, 2023	$	14,641		$	18,064	$	3,730		$	36,435

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Summary of company's assets and liabilities that were measured at fair value on a recurring basis

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	September 30, 2024		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	49,915,251	$	49,915,251	$	—	$	—
Liabilities:
Derivative Liability – Backstop Subscription Agreement	$	446,776	$	—	$	—	$	446,776

	December 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—

	$	71,432,177	$	71,432,177	$	—	$	—

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.


	December 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—

	$	71,432,177	$	71,432,177	$	—	$	—


	December 31, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	295,802,694	$	295,802,694	$	—	$	—

	$	295,802,694	$	295,802,694	$	—	$	—

Summary of key inputs used to value the company's Backstop subscription agreement

The key inputs of the models used to value the Company’s Backstop Subscription Agreement were as follows:


Inputs	Initial Measurement date of April 22, 2024			September 30, 2024
Stock Price	$	11.05		$	11.28
Risk-Free Rate		5.39	%		4.83	%
Weighted Terms		0.48			0.17
Market Implied Likelihood of Initial Business Combination		10.35	%		12.1	%

Schedule of summary of changes in the fair value of financial instruments that are measured at fair value on a recurring basis

The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis for the three and nine months ended September 30, 2024:


	Subscription Purchase Agreement
Fair Value as of January 1, 2024	$	—
Initial Measurement on April 22, 2024		361,124
Change in Fair Value		(4,277	)
Fair Value as of June 30, 2024		356,847
Change in Fair Value		89,929
Fair Value as of September 30, 2024	$	446,776

Organization, Business Operation, Liquidity and Capital Resources (Details)						3 Months Ended		9 Months Ended		12 Months Ended
	Jan. 05, 2024 USD ($) $ / shares	Dec. 11, 2023 USD ($) shares	Mar. 10, 2023 USD ($) $ / shares shares	Dec. 15, 2021 USD ($) $ / shares shares	Dec. 10, 2021 USD ($) item $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) item $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) item $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Apr. 10, 2024 USD ($)	Jan. 16, 2024 USD ($)	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deferred underwriting commissions						$ 4,500,000		$ 4,500,000		$ 1,500,000
Cash held outside of Trust Account						49,915,251		49,915,251		71,432,177	$ 295,802,694
Restricted Cash						66,621		66,621		843,313	$ 0
Deposit in trust account						4,633,444		4,633,444
Withdrawn from the interest earned in the Trust Account								43,564
Cash withdrawn from trust account										318,888
Advances owed to the Sponsor						2,164,291		2,164,291
Due to Trust Account						$ 69,441		$ 69,441		$ 318,888
Class A common stock subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares outstanding \| shares						4,345,663		4,345,663		4,345,663	28,750,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Fair value of class A shares issued to underwriters				$ 3,456,652
Representative shares per share \| $ / shares						$ 10.15		$ 10.15
Other offering costs				525,467
Transaction costs				16,919,619
Underwriting commissions				2,875,000
Deferred underwriting commissions				10,062,500
Sponsor [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Aggregate purchase price								$ 25,000
Sponsor [Member] \| Promissory Note with Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Notes Payable, Current						$ 1,500,000		1,500,000
BURTECH ACQUISITION CORP.
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Condition for future business combination number of businesses minimum \| item										1
Wholly owned subsidiary \| item										1
Fair value of class A shares issued to underwriters				$ 3,456,652
Representative shares per share \| $ / shares				$ 8.02
Other offering costs				$ 525,467
Consummation of business combination						5,000,001		5,000,001		$ 5,000,001
Transaction costs				16,919,619										$ 16,919,619,000
Underwriting commissions				2,875,000
Deferred underwriting commissions				10,062,500		10,062,500		10,062,500		10,062,500	$ 10,062,500
Cash held outside of Trust Account				1,539,541		49,915,251		$ 49,915,251		$ 71,432,177
Condition for future business combination use of proceeds percentage								80		80
Maximum allowed dissolution expenses								$ 100,000		$ 100,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)								100.00%		100.00%
Investments held in Trust Account						49,915,251		$ 49,915,251		$ 46,893,175	295,802,694
Restricted Cash						66,621		66,621		843,313	0
Redeemed stock payable to public stockholders										24,539,002
Interest income earned on Trust						638,323	$ 910,391	1,892,313	$ 4,809,802	5,751,596	$ 3,989,294
Aggregate purchase price				$ 3,456,652
Notes Payable, Current						1,500,000		1,500,000		810,345
Withdrawn from the interest earned in the Trust Account										1,162,201
Cash withdrawn from trust account										318,888
Advances owed to the Sponsor						2,164,291		2,164,291		0
Due to Trust Account						$ 69,441		$ 69,441		$ 318,888
BURTECH ACQUISITION CORP. \| Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued \| shares				898,250
Price of warrant \| $ / shares				$ 10
Proceeds allocated to public warrants				$ 8,982,500
BURTECH ACQUISITION CORP. \| Second Trust Amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of times the entity has right to extend business combination for additional month \| item					12
Additional term to complete business combination					1 month
Amount per unredeemed share deposited into trust account \| $ / shares					$ 0.03
Deposit to Trust Account, extension payment per month					$ 150,000
Deposit in trust account													$ 130,370
BURTECH ACQUISITION CORP. \| Class A common stock subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares		2,285,040	22,119,297
Value of shares redeemed		$ 24,539,002	$ 227,776,035
Redemption price (per share) \| $ / shares			$ 10.3			$ 11.4		$ 11.4		$ 10.81	$ 10.25
Number of shares outstanding \| shares			6,630,703			4,345,663		4,345,663		4,345,663	28,750,000
Investments held in Trust Account			$ 68,000,000
BURTECH ACQUISITION CORP. \| Class A common stock subject to possible redemption \| Second Trust Amendment
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares					2,285,040
Value of shares redeemed	$ 24,500,000
Redemption price (per share) \| $ / shares	$ 10.74
BURTECH ACQUISITION CORP. \| Class A common stock not subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares outstanding \| shares										2,285,040
BURTECH ACQUISITION CORP. \| Class A common stock not subject to possible redemption \| Non-Redemption Agreements
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Non-Redeemed shares \| shares			4,597,648
BURTECH ACQUISITION CORP. \| Class B Common Stock \| Non-Redemption Agreements
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Maximum number of shares transferred in exchange for non-redeemed shares \| shares			1,274,412
BURTECH ACQUISITION CORP. \| Initial Public Offering
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares				28,750,000
Representative shares per share \| $ / shares				$ 10.15		$ 10.15		$ 10.15		$ 10.15
Number of shares in a unit \| shares				1
Exercise price of warrants \| $ / shares				$ 11.5
Cash deposited into trust account				$ 291,812,500
Investments, maximum maturity term				185 days
Maximum allowed dissolution expenses				$ 100,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)				100.00%
Months to complete acquisition \| item								15		15
BURTECH ACQUISITION CORP. \| Initial Public Offering \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares in a unit \| shares				1
Exercise price of warrants \| $ / shares				$ 11.5
BURTECH ACQUISITION CORP. \| Over-allotment option
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Sale of units, net of underwriting discounts (in shares) \| shares				3,750,000
Representative shares per share \| $ / shares				$ 10
BURTECH ACQUISITION CORP. \| Over-allotment option \| Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued \| shares				93,750
BURTECH ACQUISITION CORP. \| Related Party Loans
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Outstanding balance										$ 0
BURTECH ACQUISITION CORP. \| Sponsor [Member]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deposit in trust account												$ 130,370
Aggregate purchase price										25,000
BURTECH ACQUISITION CORP. \| Sponsor [Member] \| Promissory Note with Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Notes Payable, Current										$ 810,345

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 781	$ 571	$ 1,553	$ 3,442	$ 3,856	$ 3,841
Revenue recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues	24	0	360	0	16	865
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Revenues	$ 757	$ 571	$ 1,193	$ 3,442	$ 3,840	$ 2,976

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Revenue from Contract with Customer [Abstract]

Net Loss Per Share Attributable to Common Shareholders - Schedule Of Earnings Per Share Basic And Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Earnings Per Share Basic And Diluted
Net loss	$ (25,607)	$ (11,994)	$ (54,503)	$ (62,864)	$ (87,589)	$ (104,630)
Deemed Dividend associated with preferred stock warrants issued with issuance of preferred stock					0	(1,635)
Change in value of preferred stock subject to possible redemption					0	(1,826)
Effect of exchange of preferred stock (See Note 11)					0	1,636
Net loss allocable to common stockholders					$ (87,589)	$ (106,455)
Weighted Average Number of Shares Outstanding, Basic	17,478,371	3,551,881	17,466,606	3,551,881	4,213,244	1,445,089
Weighted Average Number of Shares Outstanding, Diluted	17,478,371	3,551,881	17,466,606	3,551,881	4,213,244	1,445,089
Net loss per share attributable to common stockholders, basic	$ (1.47)	$ (3.38)	$ (3.12)	$ (17.7)	$ (20.79)	$ (73.67)
Net loss per share attributable to common stockholders, diluted	$ (1.47)	$ (3.38)	$ (3.12)	$ (17.7)	$ (20.79)	$ (73.67)

Revenue

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Revenue

Note 3. Revenue

Disaggregation of Revenue

The following table presents the Company’s revenue information by geographical region for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
United States	$	778	$	565	$	1,214	$	3,430
Japan		—		2		333		4
Korea		—		4		—		4
Others		3		—		6		4

Total revenue	$	781	$	571	$	1,553	$	3,442

The following provides a disaggregation of revenue based on the pattern of revenue recognition for the three and nine months ended September 30, 2024 and 2023 (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Revenue recognized at a point in time	$	24	$	—	$	360	$	—
Revenue recognized over time		757		571		1,193		3,442

	$	781	$	571	$	1,553	$	3,442


	September 30, 2024		December 31, 2023
Current	$	1,727	$	733
Non-current		—		367

Total	$	1,727	$	1,100

Note 3. Revenue

Disaggregation of Revenue

The following table presents the Company’s revenue information by geographical region for the years ended December 31, 2023 and 2022 (in thousands):


	2023		2022
United States	$	3,848	$	2,728
Canada		—		777
Japan		4		268
Korea		4		55
Others		—		13

Total revenue	$	3,856	$	3,841

The following provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended December 31, 2023 and 2022 (in thousands):


	2023		2022
Revenue recognized at a point in time	$	16	$	865
Revenue recognized over time		3,840		2,976

	$	3,856	$	3,841

Revenue allocated to remaining performance obligations, which includes unearned or deferred revenue and amounts that will be invoiced and recognized as revenue in future periods as of December 31, 2023 and 2022 was as follows (in thousands):


	2023		2022
Current	$	733	$	730
Non-current		367		1,100

Total	$	1,100	$	1,830

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

Convertible Notes And Demand Notes - Scheduled maturities of the Company's outstanding convertible notes (Details) - 2023 Convertible Note [Member] - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule Of Maturities Outstanding For Convertible Note [Line Items]
Less: Debt discount and loan fees		$ 0
Less: Current portion	$ (15,977)	(14,641)
Long-term portion	148,551	18,064
2024 [Member]
Schedule Of Maturities Outstanding For Convertible Note [Line Items]
Long term debt	15,977	14,641
2025 [Member]
Schedule Of Maturities Outstanding For Convertible Note [Line Items]
Long term debt	$ 148,551	$ 18,064

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

Note 6. Income Taxes

The Company is subject to United States federal and state taxes as well as other foreign income taxes.

In accordance with authoritative accounting guidance, the Company accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases.

The Company recognized income tax expense (benefit) of $55,000 and ($12,000) for the three months ended September 30, 2024 and 2023, respectively, and representing an effective tax rate of 0.22% and (0.10%), respectively. The Company recognized income tax expense (benefit) of $348,000 and ($85,000) for the

nine months ended September 30, 2024 and 2023, respectively, representing an effective tax rate of 0.64% and (0.14%), respectively.

There has been no significant movement in the statutory and effective tax rate for the three and nine months ended September 30, 2024 and 2023. The effective income tax rate is primarily driven by remeasurement of warrant liabilities and valuation allowance. The Company continues to incur U.S. operating losses.

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is

more-likely-than-not

that some, or all, of its deferred tax assets will not be realized in the future.

The Company evaluates and weighs all available evidence, both positive and negative, including its historic operating results, future reversals of existing deferred tax liabilities, as well as projected future taxable income. The Company will continue to regularly assess the realizability of its deferred tax assets. Changes in earnings performance and future earnings projections, among other factors, may cause the Company to adjust the valuation allowance on deferred tax assets, which could materially impact the income tax (benefit) expense in the period the Company determines that these factors have changed. As of September 30, 2024, the Company continues to maintain a full valuation allowance on its deferred tax assets except in certain foreign jurisdictions.

The Company’s primary tax jurisdictions are the U.S., California, United Kingdom, and India. The Company also files income tax returns in other various U.S. states and international jurisdictions. All tax years since inception remain open to examination by the U.S. federal authorities as a result of the net operating losses and credit carryforwards since inception. The Company is not currently under income tax examinations in any foreign or state jurisdiction. Because application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the condensed consolidated financial statements could be changed at a later date upon final determination by taxing authorities. Management believes that the Company has no uncertain income tax positions that could materially affect its condensed consolidated financial statements.

Note 6. Income Taxes

The following represents the domestic and foreign components of loss from operations before income taxes for the years ended December 31, 2023 and 2022 (in thousands):


	2023			2022
United States	$	(89,525	)	$	(107,267	)
Foreign		1,338			3,171

Total loss before income taxes	$	(88,187	)	$	(104,096	)

The Company’s components of the (benefit from) provision for income taxes consists of the following for the years ended December 31, 2023 and 2022 (in thousands):


	2023			2022
Current:
US Federal	$	—		$	—
US States		1			1
Foreign		(492	)		581

Total current		(491	)		582
Deferred:
US Federal	$	—		$	—
US States		—			—
Foreign		(107	)		(48	)

Total deferred		(107	)		(48	)

Total (benefit from) provision for income taxes	$	(598	)	$	534


	2023						2022
	Amount			Percent			Amount			Percent
Pretax loss	$	(88,187	)				$	(104,096	)
Federal tax at statutory rate		(18,522	)		21.00	%		(21,542	)		20.69	%
State taxes, net of federal benefit		1			0.00	%		1			0.00	%
Pay-to-Play equity financing charge (permanent difference)		7,525			-8.53	%		11,729			-11.27	%
Other permanent differences		3,620			-4.11	%		184			-0.18	%
Return to accrual adjustment		(433	)		0.49	%		—			0.00	%
Foreign tax rate differential		111			-0.13	%		77			-0.07	%
Tax credits		(539	)		0.61	%		(947	)		0.91	%
Uncertain tax positions		270			-0.31	%		473			-0.45	%
Valuation allowance		7,936			-9.00	%		10,781			-10.36	%
Other, net		(567	)		0.64	%		(222	)		0.21	%

	$	(598	)		0.68	%	$	534			-0.51	%

The components of the Company’s deferred tax assets and liabilities are as follows as of December 31, 2023 and 2022 (in thousands):


	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	45,600		$	38,929
Tax credit		4,989			4,388
Other reserves and accrued expenses		1,105			1,440
Lease liability		110			194
Depreciation		66			60
Share-based compensation		736			636
Capitalized R&E Sec 174		9,533			6,688
Other		(62	)		2


	2023			2022
Gross deferred tax assets		62,077			52,337
Valuation allowance		(60,937	)		(51,225	)

Net deferred tax assets		1,140			1,112
Deferred tax liabilities:
Right of use assets		(107	)		(186	)

Total deferred tax liabilities		(107	)		(186	)

Total net deferred tax assets	$	1,033		$	926

In determining the need for a valuation allowance, the Company weighs both positive and negative evidence in the various jurisdictions in which it operates to determine whether it is more likely than not that deferred tax assets are recoverable. In assessing the ultimate realizability of its net deferred tax assets, the Company evaluates all available objective evidence, including the cumulative losses and expected future losses and as such, management does not believe it is more likely than not that the net deferred tax assets will be realized. Accordingly, a full valuation allowance has been established in the U.S. and the Philippines. As of December 31, 2023 and 2022, the valuation allowance was $60.9 million and $51.2 million, respectively. The increase of $9.7 million in the Company’s valuation allowance as of December 31, 2023 compared to the prior year was primarily due to an increase in deferred tax assets arising from capitalized research and experimental expenditures and net operating losses.

At December 31, 2023, the Company had U.S. federal net operating loss (“NOL”) carryforwards of $186.8 million and U.S. state NOL carryforwards of $90.9 million. The U.S. federal NOL carryforwards will begin to expire in the year 2030 and the state NOL carryforwards will also begin to expire in the year 2030. As of December 31, 2023, the Company had federal tax credit carryforwards of $4.8 million available to offset future U.S. federal income taxes payable, which will begin to expire in the year 2035. As of December 31, 2023, the Company had state tax credit carryforwards of $3.7 million available to offset future state income taxes payable and foreign tax credits of $1.1 million available to offset future India income taxes payable.

The Company’s ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. In the event the Company should experience an ownership change, as defined, utilization of its net operating loss carryforwards and tax credits could be limited. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact its effective tax rate. Any carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance.

It is the Company’s policy to include penalties and interest expense related to income taxes as a component of income tax expense. Management determined that no accrual for interest and penalties was required as of December 31, 2023 and 2022.

The Company’s primary tax jurisdictions are the United States, United Kingdom and India. All tax years since inception remain open to examination by the U.S. federal authorities as a result of the net operating losses and credit carryforwards since inception. The Company is not currently under income tax examinations in any foreign or state jurisdiction.

It is the Company’s policy to indefinitely reinvest undistributed earnings of their foreign subsidiaries and hence, no deferred tax liability for withholding taxes on undistributed earnings is required.

Uncertain Tax Positions

The Company applied FASB ASC 740 10 50, Accounting for Uncertainty in Income Tax, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The Company had unrecognized tax benefits of approximately $4.3 million and $3.8 million as of December 31, 2023 and 2022, respectively. ASC

740-10

prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return. The amount of unrecognized tax benefits is not expected to significantly change over the next twelve months. No amounts, outside of valuation allowance, would impact the effective tax rate on continuing operations.

The beginning and ending unrecognized tax benefits amounts is as follows as of December 31, 2023 and 2022 (in thousands):


	2023		2022
Unrecognized tax benefits, beginning of period	$	3,811	$	2,985
Additions based on tax positions taken related to prior years		—		—
Additions based on tax positions taken related to current period		472		826
Reductions for tax positions related to prior year		—		—
Reductions for tax positions related to current year		—		—

Unrecognized tax benefits, end of period	$	4,283	$	3,811

NOTE 8. INCOME TAX

The Company’s net deferred tax assets (liability) at December 31, 2023 and 2022 are as follows:


	December 31, 2023			December 31, 2022
Deferred tax assets (liability)
Organizational costs/Startup expenses	$	475,133		$	287,868
Federal Net Operating loss		—			—

Total deferred tax assets (liability)		475,133			287,868
Valuation allowance		(475,133	)		(287,868	)

Deferred tax assets (liability), net of allowance	$	—		$	—

The income tax provision for the year ended December 31, 2023 and 2022 consists of the following:


	December 31, 2023			December 31, 2022
Federal
Current	$	1,027,644		$	791,758
Deferred		(187,264	)		(274,031	)
State
Current		—			—
Deferred		—			—
Change in valuation allowance		187,264			274,031

Income tax provision	$	1,027,644		$	791,758

As of December 31, 2023 and 2022, the Company had $0, respectively, of U.S. federal operating loss carryovers available to offset future taxable income, which do not expire.

In assessing the realization of the deferred tax assets (liability), management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets (liability) is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets (liability), projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets (liability) and has therefore established a full valuation allowance. For the year ended December 31, 2023, the change in the valuation allowance was $187,264. For the year ended December 31, 2022, the change in the valuation allowance was $274,031.

The Company’s effective tax rate was 43.4% and 32.1% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% due to the valuation allowance on the deferred tax assets and deductibility of penalties on tax obligations.

A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows:


	December 31, 2023			December 31, 2022
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		0.0	%		0.0	%
Transaction Costs		14.3	%		0.0	%
Fines and Penalties		0.2	%		0.0	%
Change in valuation allowance		7.9	%		11.1	%

Income tax provision		43.4	%		32.1	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination since inception.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

FAIR VALUE MEASUREMENTS

9 Months Ended

12 Months Ended

Sep. 30, 2024

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

Note 4. Fair Value Measurements

The table below presents the Company’s financial assets and liabilities measured at fair value on a recurring basis aggregated by the level in the fair hierarchy (in thousands):


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Government money market funds	$	26,054	$	—	$	—	$	26,054
Mutual funds		5,190		—		—		5,190
U.S. Government treasury securities		30,058		—		—		30,058

Total assets, measured at fair value	$	61,302	$	—	$	—	$	61,302

Liabilities:
Pay-to-Play convertible notes	$	—	$	—	$	15,977	$	15,977
2023 Convertible notes		—		—		148,551		148,551
Warrant liabilities		—		—		7,755		7,755

Total liabilities, measured at fair value	$	—	$	—	$	172,283	$	172,283


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Liabilities:
Pay-to-Play convertible notes	$	—	$	—	$	14,641	$	14,641
2023 Convertible notes		—		—		18,064		18,064
Warrant liabilities		—		—		3,730		3,730

Total liabilities, measured at fair value	$	—	$	—	$	36,435	$	36,435

Level 1 instruments consisted of U.S. Government money market funds because they were valued using quoted prices in active markets and can be redeemed on any business days with an intermediary.

Level 3 instruments consisted of the Company’s

Pay-to-Play

Convertible Notes (“P2P Notes”), the 2023 Convertible Notes, and warrant liabilities comprised of the Company’s Series D Shadow preferred stock warrants, Series

D-2

Shadow preferred stock warrants, the warrants issued with the P2P Notes and the 2023 Convertible Notes, and the

pre-funded

common stock warrants (see Notes 7 and 8). The Company has elected to apply the fair value option to measure all convertible notes due to the nature of their embedded features.

Changes in the fair value measurement of Level 3 liabilities related to unrealized gains (losses) resulting from remeasurement of the Company’s outstanding convertible notes and warrant liabilities (see Notes 7 and 8). The respective changes for remeasurement are reflected in the change in fair value of convertible notes and change in fair value of warrant liabilities in the accompanying condensed consolidated statements of operations.

The change in the fair value of the Level 3 liabilities during the three and nine months ended September 30, 2024 and 2023 was as follows (in thousands):


	Pay-to-Play Convertible notes			2023 Convertible notes		Warrant liabilities		Total
Three months ended September 30, 2024:
Balance at June 30, 2024	$	16,042		$	133,088	$	7,665	$	156,795
Change in estimated fair value		(65	)		15,463		90		15,488

Balance at September 30, 2024	$	15,977		$	148,551	$	7,755	$	172,283


	Pay-to-Play Convertible notes		2023 Convertible notes		Warrant liabilities			Total
Nine months ended September 30, 2024:
Balance at December 31, 2023	$	14,641	$	18,064	$	3,730		$	36,435
Issuance of 2023 convertible note warrants and related warrants		—		105,902		4,816			110,718
Issuance of Pre-funded common stock warrants		—		—		464			464
Change in estimated fair value		1,336		24,585		(1,255	)		24,666

Balance at September 30, 2024	$	15,977	$	148,551	$	7,755		$	172,283


	Pay-to-Play Convertible notes		2023 Convertible notes		Warrant liabilities			Total
Three months ended September 30, 2023:
Balance at June 30, 2023	$	13,763	$	—	$	2,227		$	15,990
Issuance of convertible notes and related warrants		—		7,275		1,125			8,400
Change in estimated fair value		398		1,241		(327	)		1,312

Balance at September 30, 2023	$	14,161	$	8,516	$	3,025		$	25,702


	Pay-to-Play Convertible notes		2023 Convertible notes		Warrant liabilities		Total
Nine months ended September 30, 2023:
Balance at December 31, 2022	$	3,139	$	—	$	529	$	3,668
Reinstatement of common stock warrants as preferred stock warrants		—		—		61		61
Issuance of Pay-to-Play convertible notes and related warrants		8,717		—		565		9,282
Issuance of convertible notes and related warrants		—		7,275		1,125		8,400
Change in estimated fair value		2,305		1,241		745		4,291

Balance at September 30, 2023	$	14,161	$	8,516	$	3,025	$	25,702

The Company’s convertible notes and related warrants were classified within level 3 of the fair value hierarchy because there was no active market for the liabilities or similar instruments.

There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the three and nine months ended September 30, 2024 and 2023. Certain existing investors invested in P2P Notes during the nine months ended September 30, 2023, and accordingly, their common stock warrants were converted into Series D Shadow preferred stock warrants and reclassified as warrant liabilities (see Notes 7, 8 and 13).

Note 4. Fair Value Measurements

The table below presents the Company’s financial liabilities measured at fair value on a recurring basis aggregated by the level in the fair hierarchy (in thousands):


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Pay-to-Play convertible notes	$	—	$	—	$	14,641	$	14,641
2023 Convertible notes		—		—		18,064		18,064
Warrant liabilities		—		—		3,730		3,730

Total liabilities, measured at fair value	$	—	$	—	$	36,435	$	36,435


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Pay-to-Play convertible notes	$	—	$	—	$	3,139	$	3,139
Warrant liabilities		—		—		529		529

Total liabilities, measured at fair value	$	—	$	—	$	3,668	$	3,668

Level 3 instruments consisted of the Company’s

Pay-to-Play

Convertible Notes (“P2P Notes”), the 2023 Convertible Notes, and warrant liabilities comprised of the Company’s Series D Shadow preferred stock warrants, Series

D-2

Shadow preferred stock warrants, and the warrants issued with the P2P Notes and the 2023 Convertible Notes (see Notes 8 and 9). The Company has elected to apply the fair value option to measure all convertible notes due to the nature of their embedded features.

Changes in the fair value measurement of Level 3 liabilities related to unrealized gains (losses) resulting from remeasurement each period and the effect of common stock warrants reinstated into Series D Shadow preferred stock warrants for existing investors who participated in the Company’s 2023 fund raising efforts with the additional issuance of P2P Notes. For the year ended December 31, 2022, the change in fair value measurements includes the remeasurement of each instrument at the reporting date, the November 30, 2022 preferred stock to common stock conversion, and the effect of the exchange of warrants exercisable into common stock following the November 30, 2022 conversion event into warrants exercisable into Shadow preferred stock (the “Pull-Through Shadow Preferred Warrants”) for those investors who participated in the P2P Notes (see Notes 8 and 9).

The respective changes for remeasurement are reflected in the change in fair value of convertible notes and change in fair value of warrant liabilities in the accompanying consolidated statements of operations.

The change in the fair value of the Level 3 liabilities during the years ended December 31, 2023 and 2022 was as follows (in thousands):


	Pay-to Play Convertible notes			2023 Convertible notes		Warrant liabilities			Total
Balance at January 1, 2022	$	—		$	—	$	1,314		$	1,314
Issuance of Series D-2 Preferred Stock warrants		—			—		1,634			1,634
Issuance of Pay-to-Play convertible notes		2,961			—		—			2,961
Change in estimated fair value		500			—		(2,687	)		(2,187	)
Conversion of preferred stock to common stock and reclassified to equity		—			—		(54	)		(54	)
Issuance of Pay-to-Play convertible note warrants		(322	)		—		322			—

Balance at December 31, 2022	$	3,139		$	—	$	529		$	3,668
Reinstatement of common stock warrants as preferred stock warrants		—			—		61			61
Issuance of Pay-to-Play convertible notes and related warrants		8,717			—		565			9,282
Common rights offering		142			—		—			142
Issuance of 2023 convertible notes and related warrants		—			11,175		1,125			12,300
Issuance of Pre-funded common stock warrants		—			—		505			505
Change in estimated fair value		2,643			6,889		945			10,477

Balance at December 31, 2023	$	14,641		$	18,064	$	3,730		$	36,435

The Company’s convertible notes and related warrants were classified within level 3 of the fair value hierarchy because there was no active market for the liabilities or similar instruments.

There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy during the years ended December 31, 2023 and 2022. Given the impact of the

Pay-to-Play

convertible notes, those investors who did not participate in the convertible notes round during the year ended December 31, 2022 had their preferred

stock warrants converted into common stock warrants and were reclassified into equity as of December 31, 2022. For existing investors who invested in P2P Notes during the year ended December 31, 2023, their common stock warrants were converted into Series D Shadow preferred stock warrants and reclassified as warrant liabilities (see Notes 8, 9 and 14).

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

FAIR VALUE MEASUREMENTS

NOTE 8. FAIR VALUE MEASUREMENTS


	September 30, 2024		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	49,915,251	$	49,915,251	$	—	$	—
Liabilities:
Derivative Liability – Backstop Subscription Agreement	$	446,776	$	—	$	—	$	446,776

	December 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—

	$	71,432,177	$	71,432,177	$	—	$	—

The Backstop Subscription Agreement is valued using Probability Weighted Expected Return Model (“PWERM”). The PWERM is a multistep process in which value is estimated based on the probability- weighted present value of various future outcomes. The estimated fair value of the Backstop Subscription Agreement liability is determined using Level 3 inputs. Inherent in the pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The risk-free interest rate is based on the U.S. Treasury

zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the Backstop Subscription Agreement. The expected life of the Backstop Subscription Agreement is assumed to be equivalent to its remaining contractual term. The initial fair value of the Backstop Subscription Agreement as of April 22, 2024, was $361,124. The fair value of the Backstop Subscription Agreement as of September 30, 2024 was $446,776, which resulted in a change in fair value of the Backstop Subscription Agreement of $89,929 for the three months and nine months ended September 30, 2024.

The key inputs of the models used to value the Company’s Backstop Subscription Agreement were as follows:


Inputs	Initial Measurement date of April 22, 2024			September 30, 2024
Stock Price	$	11.05		$	11.28
Risk-Free Rate		5.39	%		4.83	%
Weighted Terms		0.48			0.17
Market Implied Likelihood of Initial Business Combination		10.35	%		12.1	%


	Subscription Purchase Agreement
Fair Value as of January 1, 2024	$	—
Initial Measurement on April 22, 2024		361,124
Change in Fair Value		(4,277	)
Fair Value as of June 30, 2024		356,847
Change in Fair Value		89,929
Fair Value as of September 30, 2024	$	446,776

NOTE 9. FAIR VALUE MEASUREMENTS


	December 31, 2023		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	71,432,177	$	71,432,177	$	—	$	—

	$	71,432,177	$	71,432,177	$	—	$	—


	December 31, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Money Market Funds held in Trust Account	$	295,802,694	$	295,802,694	$	—	$	—

	$	295,802,694	$	295,802,694	$	—	$	—

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1