0001193125-25-101708 | POS AM | XBRL Viewer

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2024

Net loss for the years ended December 31, 2024 and 2023 is as follows (in thousands):


	2024			2023
Revenue	$	1,554		$	3,856
Less: Costs and expenses
Cost of sales		579			3,656
Employee costs		31,981			23,773
Technology costs		4,694			2,693
Depreciation and amortization		886			2,040
Net interest (income)/expense		(1,903	)		255
Fair value changes and financing charges		16,187			49,454
Other segment items (a)		10,325			9,574

Net loss	$	(61,195	)	$	(87,589	)

*	Other segment items included in segment net loss includes marketing expense, professional fees, income tax expense, facilities costs, foreign currency exchange gains and losses, credit loss, and other overhead expenses.

Schedule of segment assets reported on the consolidated balance sheet

The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. Long-lived and ROU assets located in the United States, Asia Pacific and United Kingdon region were as follows:


	December 31, 2024				December 31, 2023
	Fixed Assets		ROU Assets		Fixed Assets		ROU Assets
United States	$	1,095	$	277	$	368	$	421
Asia Pacific		913		1,175		1,038		1,477
United Kingdom		73		321		149		525

Total	$	2,081	$	1,773	$	1,555	$	2,423

Common stock and Stock-Based Compensation

12 Months Ended

Dec. 31, 2024

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 December 31, 2024 and 2023, there were 175,095,000 shares of common stock authorized, respectively, and 17,519,999 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 December 31, 2024 and 2023, is as follows:


	2024			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		756,172			1,094,667
Series D-2 Shadow preferred stock
Warrants outstanding for future issuance of common stock		—			2,063
Pay-to-Play warrants (estimated see Note 8)		1,127,088			721,086
Convertible Notes warrants - 2023		(a	)		(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		41,018,458			21,354,809
Stock options available for future issuance		2,226,705			839,706

Total shares of common stock reserved		96,123,126			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 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 December 31, 2024, there were service-based stock options outstanding to purchase a total of 36,363,184 shares of common stock under the Plan and 4,655,274 unvested RSUs. As of December 31, 2024, 2,226,705 shares of common stock were available for issuance for either stock option or RSU grants under the 2011 Amended Plan.

Options:

A summary of stock option activity as of December 31, 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, 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
Granted		21,329,457			0.92
Exercised		(65,646	)		1.49
Expired		(5,500	)		0.74
Forfeited		(1,333,107	)		1.54

Outstanding options at December 31, 2024		36,363,184		$	0.99		9.2	$	22,845

Vested/expected to vest at December 31, 2024		35,560,434		$	0.99		9.1	$	22,492
Exercisable options at December 31, 2024		9,614,865		$	1.58		8.3	$	7,066

The aggregate intrinsic value of service-based options exercised during the years ended December 31, 2024 and 2023 was $17,000 and zero, 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

stock options.

The weighted-average grant-date fair value of options granted during the years ended December 31, 2024 and 2023 was $0.88 per share and $0.25 per share, respectively. The total grant date fair value of stock options that vested during the years ended December 31, 2024 and 2023 was $2.8 million and $0.8 million, respectively.

As of December 31, 2024 there were approximately $18.2 million of total unrecognized compensation cost related to unvested stock options granted, which is expected to be recognized over the weighted-average period of 2.4 years.

The Company recorded stock-based compensation expense for stock options and the 2024 cancellation of 135,400 RSUs during the years ended December 31, 2024 and 2023, as follows (in thousands):


	2024		2023
Research and development	$	1,106	$	372
Selling, general and administrative		2,741		2,111
Total	$	3,847	$	2,483

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, 2024 and 2023 was estimated using the Black-Scholes model with the range of assumptions stated below:


	2024		2023
Risk-free interest rate		3.99% -4.43%		4.44% -4.46%
Expected life, in years		5.00 -6.22		5.00 -6.01
Expected volatility		56.92% - 57.51%		56.74% - 57.56%
Dividend yield		— %		— %
Weighted average fair value of common stock	$	0.88	$	0.25

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.

On the Closing Date, all outstanding options were converted into new instruments in accordance with the terms of the Merger (see Note 1).

Restricted-Stock Units:

A summary of the Company’s RSU activity issued under the 2011 Amended Plan, inclusive of the 6,000,000 RSUs issued to an investor (see Notes 7 and 13), for the years ended December 31, 2024 and 2023 is as follows:


	Awards			Weighted- average grant date fair value (per share)
Nonvested as of January 1, 2023		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
Forfeited		(254,555	)	$	0.88
Expired		(7,000	)	$	0.82

Nonvested as of December 31, 2024		4,655,274		$	1.19

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, 2024, no stock-based compensation expense was recognized for the periods presented. As of December 31, 2024, there was $6.3 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 6,000,000 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 13). Effective December 21, 2023, as a condition of executing the Merger Agreement, the Company accelerated the vesting associated with the 6,000,000 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 during the year ended December 31, 2023.

On the Closing Date, all outstanding RSUs were converted into new instruments in accordance with the terms of the Merger (see Note 1).

Income Taxes - Summary of significant components of the Company's deferred tax assets (liability) (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets (liabilities):
Gross deferred tax assets	$ 78,060,000	$ 62,077,000
Valuation allowance	(75,826,000)	(60,937,000)
BURTECH ACQUISITION CORP [Member]
Deferred tax assets (liabilities):
Organizational costs & start-up expenses	690,713	475,133
Gross deferred tax assets	690,713	475,133
Valuation allowance	(690,713)	(475,133)
Deferred tax assets (liability), net of allowance	$ 0	$ 0

Warrant Liabilities

12 Months Ended

Dec. 31, 2024

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 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 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.

As provided by the terms of the P2P notes, the notes remained outstanding and were converted, at the option of the holders, to common stock upon the Closing Date (see Note 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, 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.

As provided by the terms of the 2023 Convertible Notes, the notes remained outstanding and were converted, at the option of the holders, to common stock upon the Closing Date (see Note 1).

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 year ended December 31, 2024.

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

As provided by the terms of the P2P notes, the notes remained outstanding and were converted, at the option of the holders, to common stock upon the execution of the Merger (see Note 1).


				Number of warrant shares at December 31,						Approximate fair value at December 31,
Warrant Type:	Exercise Price			2024			2023			2024		2023
Series D Shadow Preferred Warrants	$	10.44			—			338,495		$	—	$	3
Series D-2 Shadow Preferred Warrants	$	4.97			756,172			756,172			56		894
Pay-to-Play Warrants		(a	)		(a	)		(a	)		1		976
Convertible Notes Warrants - 2023		(c	)		(c	)		(c	)		79		1,352
Common stock warrants (b)	$	104.43			—			2,063			—		—
Pre-funded common stock warrants (d)	$	0.01			(d	)		(d	)		4,485		505
Pre-funded common stock warrants (e)	$	100.00			(e	)		—			10,091		—

					756,172			1,096,730		$	14,712	$	3,730

(a)

The number of warrant shares to be issued upon exercise of the P2P Warrants is not determined as of December 31, 2024 or 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 December 31, 2024 and 2023. The Company’s valuation of its P2P Warrants assumes expected warrant shares of 1,127,088 and a range of 694,397 to 721,086 shares of either common stock or a future preferred stock series as of December 31, 2024 and 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 year ended December 31, 2024.

(c)

The number of warrant shares to be issued upon exercise of the Convertible Note Warrants as well as the related aggregate exercise price is not determinable as of December 31, 2024 and 2023 due to variable settlement terms. As of December 31, 2024 and 2023, the aggregate fixed monetary amount that will serve as the basis of calculating the number of warrant shares into which the 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 December 31, 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 December 31, 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 years ended December 31, 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 December 31, 2024 and 2023:


					Series D Shadow Preferred Stock Warrants
	Series D-2 Shadow Preferred Stock Warrants				Series D Shadow Preferred Stock Warrants
	December 31, 2024		December 31, 2023		December 31, 2023
Risk-free interest rate		4.20% - 4.40%		4.51%		5.50%
Expected life, in years		0.04 - 0.72		1.72		0.16
Expected volatility		50.80%		52.50%		52.50%
Dividend yield		0.00%		0.00%		0.00%
Fair value of preferred stock	$	4.36	$	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 20%, 30%, 40%, and 60% warrant percentages, respectively.

At issuance:

Issued during the years ended December 31, 2024 and 2023:


	Warrants issued with P2P Convertible Notes
	Issued in 2024	Issued in 2023
Risk-free interest rate	NA		4.09% - 4.65%
Expected life, in years	NA		1.0 -1.94 years
Expected volatility	NA		66.6% - 71.6%
Dividend yield	NA		0.00%
Fair value of preferred stock	NA	$	1.51
Fair value of common stock	NA	$	0.46

As of December 31, 2024 and 2023:


	Warrants issued with 2022 P2P Notes
	December 31, 2024		December 31, 2023
Risk-free interest rate		4.16% -4.31%		4.54% -4.79%
Expected life, in years		0.04 -1.00 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		immaterial	$	4.16
Fair value of common stock	$	1.94	$	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 years ended December 31, 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 December 31, 2024 and 2023:


	Warrants issued with 2023 Convertible Notes
	December 31, 2024		December 31, 2023
Risk-free interest rate		3.98% -4.99%		3.88% -5.26%
Expected life, in years		0.04 -1.00 years		0.51 -9.51 years
Expected volatility		69.8% - 73.2%		61.2% - 62.8%
Dividend yield		0.00%		0.00%
Fair value of preferred stock		immaterial	$	4.16
Fair value of common stock	$	1.94	$	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 December 31, 2024, no Company warrants have been exercised.

As provided by the terms of the Merger, the outstanding warrants were converted, at the option of the holders, to common stock upon the Closing Date (see Note 1).

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2024
Related Party Transaction [Line Items]
Related Party Transactions	Note 13. Related Party Transactions and Balances During the year ended December 31, 2024, the Company recognized revenues of approximately $1.5 million, or approximately 98% of its total revenue, from sales to two minority stockholders. During the year ended December 31, 2023, the Company recognized revenues of approximately $3.8 million, or nearly 100% of its total revenue, from sales to one minority stockholders. As of December 31, 2024 and 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 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 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 December 31, 2024, the related party 2023 Convertible Note and 2023 Convertible Note Warrants approximate $6.9 million and $8.0 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 years ended December 31, 2024 and 2023, the change in fair value for the 2023 Convertible Note equaled $0.4 million and $3.0 million, respectively (see Note 4). During the years ended December 31, 2024 and 2023, the change in fair value for the 2023 Convertible Note Warrants equaled $0.8 million and $0.2 million, respectively (see Note 4). In conjunction with the issuance of the 2023 Convertible Note, the Company issued 6,000,000 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 6,000,000 common stock shares for which incremental stock-based compensation expense was recorded (see Note 11). In January 2023, one of the minority investors with which the Company had a revenue arrangement, representing 21% and zero percent of revenue for the years ended December 31, 2024 and 2023, 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 December 31, 2024, the related party P2P Note and P2P Warrants approximate $4.2 million and nearly zero, 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 years ended December 31, 2024 and 2023, the change in fair value for the P2P Note equaled $0.3 million and $0.9 million, respectively (see Note 4). During the years ended December 31, 2024 and 2023, the change in fair value for P2P Warrants equaled $0.3 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 77% and nearly 100% of total revenues for the years ended December 31, 2024 and 2023, and zero percent and 98% of accounts receivable as of December 31, 2024 and 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 December 31, 2024, the fair value of the related party P2P Note and P2P Warrants approximate $0.5 million and nearly zero, respectively. As of December 31, 2023, the related party P2P Note and P2P Warrants approximate $0.4 million and $29,000, respectively. During the year ended December 31, 2024, the change in fair value for the P2P Note and P2P Note Warrants equaled $38,000 and $29,000, respectively (see Note 4). During the year ended December 31, 2023, the change in fair value for the P2P Note and P2P Note Warrants was immaterial (see Note 4). During 2024, the Company incurred $0.3 million of marketing expenses paid to a Company owned by a direct family member of a minority stockholder and Company board of director.
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 year ended December 31, 2024, the Company incurred $120,000 for the administrative service fees, of which $120,000 are recorded as accrued expenses in the balance sheets. For the year ended December 31, 2023, the Company incurred $120,000 for the administrative service fees, of which $60,000 are recorded as accrued expenses in the balance sheets. 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, 2024 and 2023, $1,500,000 and $810,345 in working capital loans were outstanding, respectively. Advances from Sponsor As of December 31, 2024, the Sponsor provided working capital and extension deposits on behalf of the Company. These amounts are reflected on the consolidated balance sheets as advances from Sponsor. The advances are non-interest bearing and are payable on demand. As of December 31, 2024, the Company had advances owed to the Sponsor in the amount of $2,971,258. As of December 31, 2023, the Company had no such advances owed to the Sponsor. During the year ended December 31, 2024, the Company received $1,304,630 from its Sponsor for payment of operating expenses and ongoing business operations. Additionally, during the year ended December 31, 2024, the Sponsor paid $1,666,628 to the trust for extension payments.

- Definition

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.

+ References

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

+ Details

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

Income Taxes - Schedule of Company's Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred tax assets:
Net operating loss carryforwards	$ 55,739	$ 45,600
Tax credit	5,678	4,989
Other reserves and accrued expenses	1,178	1,105
Lease liability	80	110
Depreciation	440	66
Share-based compensation	1,519	736
Capitalized R&E Sec 174	13,423	9,533
Other	3	(62)
Gross deferred tax assets	78,060	62,077
Valuation allowance	(75,826)	(60,937)
Net deferred tax assets	2,234	1,140
Deferred tax liabilities:
Right of use assets	(77)	(107)
Total deferred tax liabilities	(77)	(107)
Total net deferred tax assets	$ 2,157	$ 1,033

Supplementary Balance Sheet Information (Tables)

12 Months Ended

Dec. 31, 2024

Disclosure Text Block Supplement [Abstract]

Summary of Inventories

Inventories consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Finished goods	$	87	$	16
Work in progress		1,064		1,542
Raw materials		7,410		4,964

Total inventories	$	8,561	$	6,522

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Deferred offering costs	$	11,121	$	1,491
Prepaid taxes		2,020		—
Software licenses and maintenance		510		311
Advances paid to contract manufacturer		161		144
Other receivables		51		441
Prepaid subscriptions		131		83
Other		843		366

Total prepaid expenses and other current assets	$	14,837	$	2,836

Schedule of Property Plant And Equipment

Property and equipment, net, consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024			2023
Computer equipment	$	12,525		$	13,108
Software		2,833			4,984
Furniture and fixtures		175			346
Leasehold improvements		1,268			1,594
Vehicles		31			26

		16,832			20,058
Less: Accumulated depreciation		(14,751	)		(18,503	)

Total property and equipment, net	$	2,081		$	1,555

Schedule of Accrued Expenses And Other Current Liabilities

Accrued expenses and other current liabilities consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Inventory purchases	$	3,289	$	3,813
Professional fees		6,124		2,617
Technology costs		2,104		—
Deferred revenue		—		733
Other		479		301

Total accrued and other current liabilities	$	11,996	$	7,464

Schedule of Accrued Compensation

Accrued compensation consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Vacation	$	652	$	804
Employee benefits		182		724
401K payable		297		215
Salaries and Wages		269		113
Statutory liabilities		148		—
Other		65		82

Total accrued compensation	$	1,613	$	1,938

Supplementary Balance Sheet Information - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Depreciation, Depletion and Amortization	$ 900	$ 2,000
Accrued Loss On Purchase Commitments	$ 603	$ 3,588

Segment Information (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information, By Segment

Net loss for the years ended December 31, 2024 and 2023 is as follows (in thousands):


	2024			2023
Revenue	$	1,554		$	3,856
Less: Costs and expenses
Cost of sales		579			3,656
Employee costs		31,981			23,773
Technology costs		4,694			2,693
Depreciation and amortization		886			2,040
Net interest (income)/expense		(1,903	)		255
Fair value changes and financing charges		16,187			49,454
Other segment items (a)		10,325			9,574

Net loss	$	(61,195	)	$	(87,589	)

*	Other segment items included in segment net loss includes marketing expense, professional fees, income tax expense, facilities costs, foreign currency exchange gains and losses, credit loss, and other overhead expenses.

BURTECH ACQUISITION CORP [Member]

Segment Reporting Information [Line Items]

Schedule of Segment Reporting Information, By Segment

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:


	As of December 31,
	2024		2023
Cash and restricted cash	$	758,842	$	843,313
Investments held in Trust Account		47,558,112		46,893,175


	Year Ended December 31,
	2024		2023
Operating costs	$	4,459,541	$	3,040,539
Interest income earned on Trust Account		2,465,138		5,751,596

Leases - Additional Information (Details)	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating Lease, Weighted Average Remaining Lease Term	3 years 2 months 12 days	4 years
Operating Lease, Weighted Average Discount Rate, Percent	9.90%	9.80%

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2024
Subsequent Event [Line Items]
Subsequent Events	Note 17. Subsequent Events The Company has evaluated subsequent events through March 11, 2025, the date on which these consolidated financial statements were available to be issued and has determined that the following subsequent events are reportable other than those disclosed elsewhere in the consolidated financial statements. On January 13, 2025, the Company consummated the Merger (See Note 1 “Description of Business”). On January 13, 2025, the Company entered into an advisory agreement, for a term of twelve months, related to a private placement backstop financing or other financings of the Company of equity or equity-linked securities with respect to the Company’s Merger. Under the terms of the agreement, the advisory fee of $0.5 million for capital market advisory services is due (1) $0.3 million upon the closing of the Merger with fifty-percent paid in cash and fifty percent paid in common stock of New Blaize; and 0.2 million paid in two equal quarterly installments due at the end of each calendar quarter following the Merger with fifty percent of each quarterly payment being paid in cash and fifty precent paid in common stock of the Company. In addition, the Company entered into a warrant agreement, for a nominal upfront value, which allows the advisor to purchase 50 000 shares of common stock at a price of $11.50 per share for a term of five years. On February 10, 2025, New Blaize issued the 50,000 common stock warrants. During January 2025 the Company received $15.4 million in funding in accordance with the PIPE Subscription Agreements (see Note 1).
BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Subsequent Events	NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements other than: Business Combination On January 13, 2025, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting the Business Combination was consummated (see Note 1). Approval to List Common Stock On January 13, 2025, following the Closing, the Company issued a press release announcing that the Company had been approved to list its common stock and warrants on The Nasdaq Stock Market under the symbols “BZAI” and “BZAIW”. PIPE Subscription Agreements Between December 31, 2024 and January 13, 2025, in connection with the Business Combination, the Company and Legacy Blaize entered into subscription agreements (the “PIPE Subscription Agreements”) with certain unaffiliated third-party investors and Burkhan (each, a “PIPE Investor” and collectively, the “PIPE Investors”), pursuant to which, among other things, the Company agreed to issue and sell to the PIPE Investors, and the PIPE Investors agreed to subscribe for and purchase 1,540,300 shares of the Company’s common stock, par value $0.0001 per share (“PIPE Shares”) at a purchase price of $10.00 per share for an aggregate purchase price of $15,403,000, in a private placement (each, a “PIPE Investment” and collectively, the “PIPE Investments”). On January 13, 2025, immediately following the Closing, the Company issued 1,540,300 shares of Common Stock, at a price of $10.00 per share for aggregate PIPE Investments of $15,403,000 in accordance with the terms of the PIPE Subscription Agreements. The shares of common stock issued in the PIPE Investments were offered in a private placement under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the PIPE Subscription Agreements Under the terms of the PIPE Subscription Agreements, the Company was obligated to file a registration statement to register for the resale of all the PIPE Shares within forty-five (45) calendar days of the Closing, and to use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after the filing there of. On January 17, 2025, we filed a Registration Statement on Form S-1 to register the resale of such PIPE Shares. Registration Rights Agreements On January 13, 2025, immediately following the Closing, the Company and certain stockholders of Legacy Blaize, the Sponsor and BurTech, entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file shelf registration statements with respect to the registrable securities under the Registration Rights Agreements within thirty (30) calendar days of the Closing. These certain stockholders of Legacy Blaize, the Sponsor and BurTech may each request to sell all or any portion of their registrable securities in an underwritten offering up to two times total and up to twice in any 12-month period, so long as the total offering price is reasonably expected to exceed $50,000,000. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text, filed as exhibit 10.1 to the Company’s Current Reports on Form 8-K, filed with the SEC on January 17, 2025. On January 13, 2025, immediately following the Closing, the Company and certain stockholders of Legacy Blaize, entered into a registration rights agreement (the “Ava Registration Rights Agreement”), pursuant to which the Company agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement within four (4) business days of the Closing. These certain Legacy Blaize stockholders may each request to sell all or any portion of their registrable securities in an underwritten offering up to two times total and up to twice in any 12-month period, so long as the total offering price is reasonably expected to exceed $25,000,000. The Ava Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text, filed as exhibit 10.11 to the Company’s Current Reports on Form 8-K, filed with the SEC on January 17, 2025. Advisory Agreement On January 13, 2025, the Company entered into an advisory agreement, for a term of twelve months, related to a private placement backstop financing or other financings of the Company of equity or equity-linked securities with respect to the Company’s Merger. Under the terms of the agreement, the advisor receives an advisory fee of $500,000 for capital market advisory services, of which $300,000 was due upon the Closing, with fifty percent paid in cash and fifty percent paid in common stock of the Company, and $200,000 is due to be paid in two equal installments due at the end of each calendar quarter following the Closing, with each payment being paid fifty percent in cash and fifty percent paid in common stock of the Company. In addition, the Company entered into a warrant agreement with the same party, for a nominal upfront value. The agreement allowed for the advisor to purchase 50,000 shares of common stock at $11.50 per share for a term of five years. On February 10, 2025, Blaize issued the 50,000 common stock warrants. Litigation On April 7, 2025, Jefferies commenced a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, seeking summary judgment in lieu of complaint, which is further discussed in Note 6, “Commitments and Contingencies”.

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

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):


			December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Government treasury securities	$	30,580	$	—	$	—	$	30,580
U.S. Government money market funds		9,247		—		—		9,247
Mutual funds		5,067		—		—		5,067

Total assets, measured at fair value	$	44,894	$	—	$	—	$	44,894

Liabilities:
Pay-to-Play convertible notes	$	—	$	—	$	15,942	$	15,942
2023 Convertible notes		—		—		132,687		132,687
Warrant liabilities		—		—		14,711		14,711

Total liabilities, measured at fair value	$	—	$	—	$	163,340	$	163,340


			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 treasury securities, U.S. Government money market funds, and mutual 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) are reflected in the change in fair value of convertible notes and change in fair value of warrant liabilities in the consolidated statements of operations.

The change in the fair value of the Level 3 liabilities during the years ended December 31, 2024 and 2023 was as follows (in thousands):


	Pay-to-Play Convertible notes		2023 Convertible notes		Warrant liabilities		Total
Balance at January 1, 2023	$	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
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		1,301		8,721		5,701		15,723

Balance at December 31, 2024	$	15,942	$	132,687	$	14,711	$	163,340

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, 2024 and 2023. Certain existing investors invested in P2P Notes during the year ended December 31, 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).

Effective with the Merger on January 13, 2025, all outstanding convertible notes and outstanding warrant liabilities were converted (see Note 1).

BURTECH ACQUISITION CORP [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair Value Measurements

NOTE 9. FAIR VALUE MEASUREMENTS

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, 2024 and 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:


			Quoted Prices		Significant Other		Significant Other
	As of December 31,		in Active Markets		Observable Inputs		Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Accounts	$	47,558,112	$	47,558,112	$	—	$	—
Liabilities:
Derivative liability - Non-Redemption Agreement		1,084,963		—		—		1,084,963


			Quoted Prices		Significant Other		Significant Other
	As of December 31,		in Active Markets		Observable Inputs		Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Accounts	$	71,432,177	$	71,432,177	$	—	$	—

The Backstop Subscription Agreement was valued using a Probability Weighted Expected Return Model (“PWERM”). The PWERM is a multi-step 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 was 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 Backstop Subscription Agreement was waived at the execution of the

Non-Redemption

Agreements on December 31, 2024, as such the fair value of the Backstop Subscription Agreement as of December 31, 2024 was nil. The two transactions netted together to result in a net change in fair value of the Backstop Subscription Agreement of nil for the year ended December 31, 2024.

The key inputs of the models used to value the Company’s Backstop Subscription Agreement were as follows:


	Initial
	Measurement(1)
Stock price	$	11.05
Risk-free rate		5.4	%
Weighted-average expected life (in years)		0.5
Market implied likelihood of Initial Business Combination		10.4	%

(2)	The initial measurement date of the Back-Stop Agreement was April 22, 2024. As the Back-Stop Agreement was waived on December 31, 2024, no remeasurement was required as of December 31, 2024.

The

Non-Redemption

Agreement is valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the

Non-Redemption

Agreement is equity volatility, and debt rate. The initial fair value of the

Non-Redemption

Agreement as of December 31, 2024, was $1,084,963.

The key inputs of the models used to value the Company’s

Non-Redemption

Agreement were as follows:


	Initial
	Measurement(1)
Stock price	$	15.00
Volatility		118.2	%
Risk-free rate		4.2	%
Debt rate		11.8	%
Weighted-average expected life (in years)		0.5

(1)	The initial measurement date of the Non-Redemption Agreement was December 31, 2024, as such, no remeasurement was required as of December 31, 2024.

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 year ended December 31, 2024:


	Subscription Purchase			Non-Redemption
	Agreement			Agreement
Balance as of December 31, 2023	$	—		$	—
Initial Measurement on April 22, 2024		361,124			—
Initial Measurement on December 31, 2024		—			1,084,963
Change in estimated fair value		(361,124	)		—

Balance as of December 31, 2024	$	—		$	1,084,963

- Definition

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.

+ References

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

+ Details

Supplementary Balance Sheet Information - Schedule of Accrued Compensation (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Vacation	$ 652,000	$ 804,000
Employee benefits	182,000	724,000
401K payable	297,000	215,000
Salaries and Wages	269,000	113,000
Other	65,000	82,000
Total accrued compensation	1,613,000	1,938,000
Statutory liabilities Current	$ 148	$ 0

Description of Business - Additional Information (Details) - USD ($)			12 Months Ended
	Jan. 13, 2025	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Entity Incorporation, Date of Incorporation		Feb. 16, 2010
Net loss			$ (61,195,000)	$ (87,589,000)
Working Capital Deficit, Net			114,500,000
Accumulated Deficit		$ (368,056,000)	(429,251,000)	(368,056,000)
Cash and Cash Equivalents		$ 3,213,000	$ 50,237,000	$ 3,213,000
Class of Warrant or Right, Outstanding		1,096,730,000	756,172,000	1,096,730,000
Share Price		$ 0.25	$ 0.88	$ 0.25
Common Stock, Par or Stated Value Per Share		$ 0.00001	$ 0.00001	$ 0.00001
Intangible Assets, Net (Including Goodwill)			$ 0
Sponsor Notes [Member]
Subsidiary, Sale of Stock [Line Items]
Notes Issued	$ 8,753,744
Notes Interest Bearing Interest Rate	7.00%
Sponsor Notes [Member] \| Non-Redemption Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Return of Per Share of Non-Redeemed Share			$ 1.5
PIPE Subscription Agreements [Member] \| PIPE Investors [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	1,540,300
Share Price	$ 10
Lock Up Agreement [Member] \| Merger Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences			20 days
Threshold Consecutive Trading Days For Transfer Assign Or Sale Of Shares Or Warrants After Completion Of Initial Business Combinations			30 days
Threshold Period For Not To Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination			150 days
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Outstanding	28,750,000
Private Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Class of Warrant or Right, Outstanding	898,250
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Common Stock And Outstanding Equity Award Threshold Trading Days	20 days
Common Stock And Outstanding Equity Award Threshold Consecutive Tradingdays	30 days
Description Of Common Stock And Outstanding Equity Award Stock			Burkhan agreed to the right to receive up to an aggregate amount of 2,600,000 shares of Blaize Holdings Class A Common Stock following the occurrence of each triggering event stated above (the “Burkhan Earnout Shares”). The Burkhan Earnout Shares will vest in four equal tranches of 325,000 shares plus 325,000 Blaize Holdings Class A Common Stock multiplied by the cash ratio (the “Proportionate Shares Number”). The “Cash Ratio” is the ratio equal to (x) Available Acquiror Cash, divided by (y) the Minimum Cash Amount (both of such terms as defined in the Merger Agreements).
Common Class A [Member] \| Non-Redemption Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Common Stock, Par or Stated Value Per Share			$ 0.0001
Common Class A [Member] \| Sponsor Notes [Member]
Subsidiary, Sale of Stock [Line Items]
Number Of Common Stock Pledge	2,000,000
Issuance Of Sponsor Note Shares	750,000
Common Class A [Member] \| Earn Out Shares Issuance On When Price Per Share Of Class Common Stock Equals Or Exceeds [Member]
Subsidiary, Sale of Stock [Line Items]
Commonstock And Outstanding Equity Award	15,000,000
Common Class A [Member] \| Earnout Shares Issuance On When Price PerShare Of Class Common Stock Equals Or Exceeds Trigger One [Member]
Subsidiary, Sale of Stock [Line Items]
Commonstock And Outstanding Equity Award	3,750,000
Common Stock And Outstanding Equity Award Stock Price Trigger	$ 12.5
Common Stock And Outstanding Equity Award Threshold Trading Days	20 days
Common Stock And Outstanding Equity Award Threshold Consecutive Tradingdays	30 days
Common Class A [Member] \| Earnout Shares Issuance On When Price Pershare Of Class Common Stock Equals Or Exceeds Trigger Two [Member]
Subsidiary, Sale of Stock [Line Items]
Commonstock And Outstanding Equity Award	3,750,000
Common Stock And Outstanding Equity Award Stock Price Trigger	$ 15
Common Stock And Outstanding Equity Award Threshold Trading Days	20 days
Common Stock And Outstanding Equity Award Threshold Consecutive Tradingdays	30 days
Common Class A [Member] \| Earnout Shares Issuance On When Price Per Share Of Class Common Stock Equals Or Exceeds Trigger Three [Member]
Subsidiary, Sale of Stock [Line Items]
Commonstock And Outstanding Equity Award	3,750,000
Common Stock And Outstanding Equity Award Stock Price Trigger	$ 17.5
Common Stock And Outstanding Equity Award Threshold Trading Days	20 days
Common Stock And Outstanding Equity Award Threshold Consecutive Tradingdays	30 days
Common Class A [Member] \| Earnout Shares Issuance On When Price Per Share Of Class Common Stock Equals Or Exceeds Trigger Four [Member]
Subsidiary, Sale of Stock [Line Items]
Commonstock And Outstanding Equity Award	3,750,000
Common Stock And Outstanding Equity Award Stock Price Trigger	$ 20
Common Class A Subject To Redemption [Member] \| Lock Up Agreement [Member] \| Merger Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Stock Price Trigger			$ 12
Merger Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion of Stock, Description	each share of the Company’s common stock issued and outstanding were canceled and converted into the right to receive shares of Blaize Holdings Class A common stock and each share of Merger Sub Capital Stock was converted into one share of Blaize Holdings Class A common stock
Conversion Of Stock Share Price	$ 0.0001
Interest Holders [Member]
Subsidiary, Sale of Stock [Line Items]
Equity Method Investment, Ownership Percentage			65.00%
Blaize Artificial Intelligence Middle East, LLC [Member]
Subsidiary, Sale of Stock [Line Items]
Subsidiary, Ownership Percentage, Parent			35.00%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

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

The following represents the domestic and foreign components of loss from operations before income taxes for the years ended December 31, 2024 and 2023 (in thousands):


	2024			2023
United States	$	(64,690	)	$	(89,525	)
Foreign		2,543			1,338

Total loss before income taxes	$	(62,147	)	$	(88,187	)

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

The Company’s components of the benefit from income taxes consists of the following for the years ended December 31, 2024 and 2023 (in thousands):


	2024			2023
Current:
US Federal	$	(256	)	$	—
US States		1			1
Foreign		427			(492	)

Total current		172			(491	)
Deferred:
US Federal	$	—		$	—
US States		—			—
Foreign		(1,124	)		(107	)

Total deferred		(1,124	)		(107	)

Benefit from income taxes	$	(952	)	$	(598	)

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, 2024 and 2023 ($ in thousands):


	2024						2023
	Amount			Percent			Amount			Percent
Pretax loss	$	(62,147	)				$	(88,187	)
Federal tax at statutory rate		(13,049	)		21.0	%		(18,522	)		21.0	%
State taxes, net of federal benefit		1			0.0	%		1			0.0	%
Gain on remeasurement of warrant liability		3,302			-5.3	%		—			0.0	%
Pay-to-Play equity financing charge (permanent difference)		—			0.0	%		7,525			-8.5	%
Other permanent differences		802			-1.3	%		3,620			-4.1	%
Return to accrual adjustment		(896	)		1.4	%		(433	)		0.5	%
Foreign tax rate differential		195			-0.3	%		111			-0.1	%
Tax credits		(1,211	)		1.9	%		(539	)		0.6	%
Uncertain tax positions		410			-0.7	%		270			-0.3	%
Valuation allowance		10,290			-16.6	%		7,936			-9.0	%
Other, net		(796	)		1.3	%		(567	)		0.6	%

	$	(952	)		1.4	%	$	(598	)		0.7	%

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, 2024 and 2023 (in thousands):


	2024			2023
Deferred tax assets:
Net operating loss carryforwards	$	55,739		$	45,600
Tax credit		5,678			4,989
Other reserves and accrued expenses		1,178			1,105
Lease liability		80			110
Depreciation		440			66
Share-based compensation		1,519			736
Capitalized R&D Sec 174		13,423			9,533
Other		3			(62	)

Gross deferred tax assets		78,060			62,077
Valuation allowance		(75,826	)		(60,937	)

Net deferred tax assets		2,234			1,140
Deferred tax liabilities:
Right of use assets		(77	)		(107	)

Total deferred tax liabilities		(77	)		(107	)

Total net deferred tax assets	$	2,157		$	1,033

Schedule of unrecognized tax benefits

The beginning and ending unrecognized tax benefits amounts is as follows as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Unrecognized tax benefits, beginning of period	$	4,283	$	3,811
Additions based on tax positions taken related to prior years		12		—
Additions based on tax positions taken related to current period		705		472

Unrecognized tax benefits, end of period	$	5,000	$	4,283

BURTECH ACQUISITION CORP [Member]

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

The income tax provision for the year ended December 31, 2024 and 2023 consists of the following:


	Year Ended December 31,
	2024			2023
Federal:
Current(1)	$	517,179		$	1,027,644
Deferred:		(215,580	)		(187,264	)
State:
Current		—			—
Deferred		—			—
Change in valuation allowance		215,580			187,264

Provision for income taxes	$	517,179		$	1,027,644

(1)	For the year ended December 31, 2024, current federal income taxes includes penalties and interest charges of $41,497.

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

A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2024 and 2023 is as follows:


	As of December 31,
	2024			2023
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		—	%		—	%
Fair value of Non-Redemption Agreement liability		(6.4	)%		—	%
Transaction costs		(20.0	)%		14.3	%
Fines and penalties		(3.0	)%		0.2	%
Permanent book/tax differences		—			—	%
Change in valuation allowance		(6.0	)%		7.9	%

Income tax provision		(14.4	)%		43.4	%

Schedule of company's deferred tax assets and liabilities

The Company’s net deferred tax assets (liability) as of December 31, 2024 and 2023 are as follows:


	Year Ended December 31,
	2024			2023
Deferred tax assets (liabilities):
Organizational costs & start-up expenses	$	690,713		$	475,133
Loss from operations		—			—

Total deferred tax assets (liabilities), net		690,713			475,133
Valuation allowance		(690,713	)		(475,133	)

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

Supplementary Balance Sheet Information - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Inventory purchases	$ 3,289,000	$ 3,813,000
Professional fees	6,124,000	2,617,000
Accrued Technology Costs Current	2,104	0
Deferred Revenue	0	733,000
Other	479,000	301,000
Total accrued and other current liabilities	$ 11,996,000	$ 7,464,000

Common stock and Stock-Based Compensation - Summary Of Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Number of options outstanding, Beginning Balance	16,437,980	1,325,844
Number of options outstanding, Granted	21,329,457	15,141,280
Number of options outstanding, Exercised	(65,646)	(1,000)
Number of options outstanding, Expired	(5,500)	(8,601)
Number of options outstanding, Forfeited	(1,333,107)	(19,543)
Number Of Options Outstanding, Ending Balance	36,363,184	16,437,980	1,325,844
Number of options outstanding, Vested/expected to vest	35,560,434
Number of options outstanding, Exercisable options	9,614,865
Weighted Average Exercise Price, Beginning Balance	$ 1.12	$ 9.1
Weighted Average Exercise Price, Granted	0.92	0.44
Weighted Average Exercise Price, Exercised	1.49	0.8
Weighted Average Exercise Price, Expired	0.74	0.8
Weighted Average Exercise Price, Forfeited	1.54	15.53
Weighted Average Exercise Price, Ending Balance	$ 0.99	$ 1.12	$ 9.1
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term, Beginning Balance	9 years 2 months 12 days	9 years 3 months 18 days	5 years 7 months 6 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value,Beginning Balance	$ 13,907,000	$ 925,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value, Ending Balance	$ 22,845	$ 13,907,000	$ 925,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price	$ 0.99
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 1.58
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term	9 years 1 month 6 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	8 years 3 months 18 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value	$ 22,492
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 7,066

Leases - Summary of Lease, Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating lease costs	$ 817	$ 989
Short-term lease costs	26	46
Lease, Cost	$ 843	$ 1,035

Segment Reporting - Schedule of segment assets reported on the consolidated balance sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule Of Segment Assets Reported On The Consolidated Balance Sheet [Line Items]
Fixed Assets	$ 2,081	$ 1,555
ROU Assets	1,773	2,423
Americas [Member]
Schedule Of Segment Assets Reported On The Consolidated Balance Sheet [Line Items]
Fixed Assets	1,095	368
ROU Assets	277	421
Asia Pacific [Member]
Schedule Of Segment Assets Reported On The Consolidated Balance Sheet [Line Items]
Fixed Assets	913	1,038
ROU Assets	1,175	1,477
UNITED KINGDOM
Schedule Of Segment Assets Reported On The Consolidated Balance Sheet [Line Items]
Fixed Assets	73	149
ROU Assets	$ 321	$ 525

Warrant Liabilities - Additional Information (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 30, 2024 USD ($) shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 22, 2023 shares	Jul. 03, 2023 $ / shares	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Common shares, shares outstanding (in shares)		17,519,999	17,454,353
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
Minimum [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Common shares, shares outstanding (in shares)		2,000,000
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
Warrants and Rights Outstanding, Term		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

Subsequent Events - Additional Information (Details) - USD ($)			12 Months Ended
	Jan. 13, 2025	Dec. 15, 2021	Dec. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Advisory fee			$ 800,000
Common Stock, Par or Stated Value Per Share			$ 0.00001	$ 0.00001
BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues		431,250
Stock Issued During Period, Value, New Issues		$ 3,456,652
Subsequent Event [Member] \| Advisory Agreement [Member]
Subsequent Event [Line Items]
Advisory fee	$ 500,000
Capital Market Advisory Services	300,000
Amount Paid For Merger	$ 200,000
Stock Issued During Period, Shares, New Issues	50,000
Common Stock, Par or Stated Value Per Share	$ 11.5
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	50,000
Stock Issued During Period, Value, New Issues	$ 15,400,000
Subsequent Event [Member] \| BURTECH ACQUISITION CORP [Member] \| Advisory Agreement [Member]
Subsequent Event [Line Items]
Advisory fee	500,000
Capital Market Advisory Services	300,000
Amount Paid For Merger	$ 200,000
Stock Issued During Period, Shares, New Issues	50,000
Common Stock, Par or Stated Value Per Share			$ 11.5
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	50,000

Revenue (Tables)

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Summary Of Revenue Information By Geographical Region

The following table presents the Company’s revenue information by geographical region for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023

United States	$	1,215	$	3,848
Japan		332		4
Others		7		4

Total revenue	$	1,554	$	3,856

Summary of Disaggregation of Revenue

The following provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023
Revenue recognized at a point in time	$	361	$	16
Revenue recognized over time		1,193		3,840

	$	1,554	$	3,856

Summary of Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

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, 2024 and 2023, was as follows (in thousands):


	2024		2023
Current	$	—	$	733
Non-current		—		367

Total	$	—	$	1,100

Cover Page	12 Months Ended
Cover Page	Dec. 31, 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
Entity Primary SIC Number	3674
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

Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Redeemable Convertible Preferred Stock
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	50.00%
Percentage Of Redemption Amount Value	15.00%
Cash and Cash Equivalents, at Carrying Value	$ 50,237	$ 3,213
Maximum [Member]
Redeemable Convertible Preferred Stock
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	50.00%
Minimum [Member]
Redeemable Convertible Preferred Stock
Cash and Cash Equivalents, at Carrying Value	$ 225,000
Two Thousand Twenty Two P2P Note [Member]
Redeemable Convertible Preferred Stock
Amount For Raised Of Additional Notes		9,400
Proceeds Of Common Right Offering		100
Pull Through Exchange In Incremental Value To Investors		$ 30,600
IPO [Member] \| Maximum [Member]
Redeemable Convertible Preferred Stock
Gross Proceeds From IPO	$ 150,000
Series B Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Dividends Payable, Amount Per Share	$ 0.0552
Series C Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Dividends Payable, Amount Per Share	0.3812
Series Seed Shadow Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	0.3456
Series A Shadow Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	0.696
Series B Shadow Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	0.69
Series C Shadow Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	4.7653
Series D Shadow Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	10.4425
Series D 1 Shadow Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	8.354
Series D 2 Shadow Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	4.9717
Series D Exchange Shadow Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	10.4425
Series D 1 Exchange Preferred Stock [Member]
Redeemable Convertible Preferred Stock
Preferred Stock Issue Price	$ 8.354

Warrant Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Warrant Liabilities [Abstract]

Schedule Of Fair Value Of Warrants Outstanding

As provided by the terms of the P2P notes, the notes remained outstanding and were converted, at the option of the holders, to common stock upon the execution of the Merger (see Note 1).


				Number of warrant shares at December 31,						Approximate fair value at December 31,
Warrant Type:	Exercise Price			2024			2023			2024		2023
Series D Shadow Preferred Warrants	$	10.44			—			338,495		$	—	$	3
Series D-2 Shadow Preferred Warrants	$	4.97			756,172			756,172			56		894
Pay-to-Play Warrants		(a	)		(a	)		(a	)		1		976
Convertible Notes Warrants - 2023		(c	)		(c	)		(c	)		79		1,352
Common stock warrants (b)	$	104.43			—			2,063			—		—
Pre-funded common stock warrants (d)	$	0.01			(d	)		(d	)		4,485		505
Pre-funded common stock warrants (e)	$	100.00			(e	)		—			10,091		—

					756,172			1,096,730		$	14,712	$	3,730

(a)

(b)

(c)

(d)

(e)	Total exercise price is $45,000. As of December 31, 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.

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

D-2

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

At issuance:

Issued during the years ended December 31, 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 December 31, 2024 and 2023:


					Series D Shadow Preferred Stock Warrants
	Series D-2 Shadow Preferred Stock Warrants				Series D Shadow Preferred Stock Warrants
	December 31, 2024		December 31, 2023		December 31, 2023
Risk-free interest rate		4.20% - 4.40%		4.51%		5.50%
Expected life, in years		0.04 - 0.72		1.72		0.16
Expected volatility		50.80%		52.50%		52.50%
Dividend yield		0.00%		0.00%		0.00%
Fair value of preferred stock	$	4.36	$	4.19	$	5.76

At issuance:

Issued during the years ended December 31, 2024 and 2023:


	Warrants issued with P2P Convertible Notes
	Issued in 2024	Issued in 2023
Risk-free interest rate	NA		4.09% - 4.65%
Expected life, in years	NA		1.0 -1.94 years
Expected volatility	NA		66.6% - 71.6%
Dividend yield	NA		0.00%
Fair value of preferred stock	NA	$	1.51
Fair value of common stock	NA	$	0.46

As of December 31, 2024 and 2023:


	Warrants issued with 2022 P2P Notes
	December 31, 2024		December 31, 2023
Risk-free interest rate		4.16% -4.31%		4.54% -4.79%
Expected life, in years		0.04 -1.00 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		immaterial	$	4.16
Fair value of common stock	$	1.94	$	0.74

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 years ended December 31, 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 December 31, 2024 and 2023:


	Warrants issued with 2023 Convertible Notes
	December 31, 2024		December 31, 2023
Risk-free interest rate		3.98% -4.99%		3.88% -5.26%
Expected life, in years		0.04 -1.00 years		0.51 -9.51 years
Expected volatility		69.8% - 73.2%		61.2% - 62.8%
Dividend yield		0.00%		0.00%
Fair value of preferred stock		immaterial	$	4.16
Fair value of common stock	$	1.94	$	0.74

Revenue

12 Months Ended

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Note 3. Revenue

Disaggregation of Revenue

The following table presents the Company’s revenue information by geographical region for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023

United States	$	1,215	$	3,848
Japan		332		4
Others		7		4

Total revenue	$	1,554	$	3,856

The following provides a disaggregation of revenue based on the pattern of revenue recognition for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023
Revenue recognized at a point in time	$	361	$	16
Revenue recognized over time		1,193		3,840

	$	1,554	$	3,856


	2024		2023
Current	$	—	$	733
Non-current		—		367

Total	$	—	$	1,100

- Definition

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.

+ References

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

+ Details

Warrant Liabilities - Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
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 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		4.16%
Fair value of common stock	1.94%	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	4.99%	5.26%
Expected life, in years	1 year	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	3.98%	3.88%
Expected life, in years	14 days	6 months 3 days
Expected volatility	69.80%	61.20%

Description Of Organization And Business Operations - Additional Information (Details)										12 Months Ended
	Dec. 23, 2024 USD ($) $ / shares shares	Dec. 09, 2024 USD ($) $ / shares shares	Apr. 22, 2024 USD ($) shares	Apr. 21, 2024 USD ($)	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	Dec. 31, 2024 USD ($) Item $ / shares shares	Mar. 12, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Deferred underwriting commissions										$ 11,100,000		$ 1,500,000
Restricted cash										$ 251,000		0
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
Percentage of aggregate reserve size under 2025 Plan and 2025 ESPP			20.00%
Evergreen percentage for 2025 Plan			7.00%
Base purchase price			$ 767,000,000	$ 700,000,000
Shares considered for calculating proportionate shares \| shares										325,000
Representative shares per share \| $ / shares								$ 8.02
Transaction costs								$ 16,919,619
Underwriting commissions								2,875,000
Deferred underwriting commissions								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
Cash held outside of Trust Account								$ 1,539,541		47,558,112		71,432,177
Withdrawn interest from trust account										$ 40,157
Condition for future business combination use of proceeds percentage										80
Maximum allowed dissolution expenses										$ 100,000
Obligation to redeem public shares if entity does not complete a business combination (as a percent)										100.00%
Consummation of business combination										$ 5,000,001
Investments held in Trust Account										47,558,112		46,893,175
Deposit in trust account										4,214,138
Cash										1,506		0
Restricted cash										757,336		843,313
Convertible promissory note - related party										1,500,000		810,345
Advances from sponsor										2,971,258		0
Withdrawn from the interest earned in the Trust Account										664,838
Cash withdrawn from trust account										318,888
Due to Trust Account										$ 0		$ 318,888
BURTECH ACQUISITION CORP. \| Non-Redemption Agreements
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares	937,844
Value of shares redeemed	$ 10,900,000
Redemption price (per share) \| $ / shares	$ 11.58
Investments held in Trust Account	$ 36,600,000
Amount transferred to escrow account	$ 33,100,000
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. \| Third Special Meeting
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Value of shares redeemed		$ 2,700,000
Redemption price (per share) \| $ / shares		$ 11.51
Amount per unredeemed share deposited into trust account \| $ / shares		$ 0.05
Deposit to Trust Account, extension payment per month		$ 205,227
Deposit in trust account		$ 205,227
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 A common stock subject to possible redemption
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares		241,120				2,285,040	22,119,297
Value of shares redeemed		$ 2,774,658				$ 24,539,002	$ 227,776,035
Redemption price (per share) \| $ / shares							$ 10.3			$ 11.6		$ 10.81
Number of shares outstanding \| shares							6,630,703			4,104,543		4,345,663
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 subject to possible redemption \| Third Special Meeting
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares redeemed \| shares		241,120
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. \| Private Placement Units
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of warrants to purchase shares issued \| shares								898,250
Price of warrants \| $ / shares								$ 10
Proceeds allocated to public warrants								$ 8,982,500
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
Exercise price of warrants \| $ / shares								$ 11.5
Underwriting commissions								$ 2,875,000
Deferred underwriting commissions								10,062,500
Fair value of class A shares issued to underwriters								3,456,652
Other offering costs								525,467
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
BURTECH ACQUISITION CORP. \| Initial Public Offering \| Public Warrants
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
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
Sponsor \| BURTECH ACQUISITION CORP.
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Number of shares agreed to forfeit by sponsor to be effective immediately prior to business combination \| shares			2,000,000
Sponsor \| BURTECH ACQUISITION CORP. \| Promissory Note With Related Party
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Convertible promissory note - related party										$ 1,500,000

Warrant Liabilities - Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
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%
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 Shadow Preferred Stock Warrants [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate		4.51%
Expected life, in years		1 year 8 months 19 days
Expected volatility	50.80%	52.50%
Dividend yield	0.00%	0.00%
Fair value of preferred stock	4.36%	4.19%
Series D 2 Shadow Preferred Stock Warrants [Member] \| Minimum [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	4.20%
Expected life, in years	14 days
Series D 2 Shadow Preferred Stock Warrants [Member] \| Maximum [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	4.40%
Expected life, in years	8 months 19 days
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%
Expected life, in years		1 month 28 days
Expected volatility		52.50%
Dividend yield		0.00%
Fair value of preferred stock		5.76%
Warrants P2P Notes1 [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Dividend yield		0.00%
Fair value of preferred stock		1.51%
Fair value of common stock		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		4.09%
Expected life, in years		1 year
Expected volatility		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		4.65%
Expected life, in years		1 year 11 months 8 days
Expected volatility		71.60%
Warrants P2P Notes2 [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Dividend yield	0.00%	0.00%
Fair value of preferred stock		4.16%
Fair value of common stock	1.94%	0.74%
Warrants P2P Notes2 [Member] \| Minimum [Member]
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	4.16%	4.54%
Expected life, in years	14 days	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	4.31%	4.79%
Expected life, in years	1 year	1 year 5 months 8 days
Expected volatility	71.60%	62.30%

Fair Value Measurements - Backstop Subscription Agreement - Summary of changes in fair value of financial instruments measured on recurring basis (Details) - USD ($)	4 Months Ended	12 Months Ended
	Apr. 22, 2024	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	$ 36,435,000	$ 36,435,000	$ 3,668,000
Reinstatement of common stock warrants as preferred stock warrants			61,000
Issuance of Pay-to-Play convertible notes and related warrants			9,282,000
Common rights offering			142
Issuance of 2023 convertible notes and related warrants		464,000	12,300,000
Issuance of Pre-funded common stock warrants		110,718	505
Change in estimated fair value		15,723,000	10,477,000
Balance		163,340,000	36,435,000
Pay to Play Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	14,641,000	14,641,000	3,139,000
Issuance of Pay-to-Play convertible notes and related warrants			8,717,000
Common rights offering			142
Issuance of Pre-funded common stock warrants		0
Change in estimated fair value		1,301,000	2,643,000
Balance		15,942,000	14,641,000
2023 Convertible Notes [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	18,064,000	18,064,000
Issuance of 2023 convertible notes and related warrants		0	11,175,000
Issuance of Pre-funded common stock warrants		105,902
Change in estimated fair value		8,721,000	6,889,000
Balance		132,687,000	18,064,000
Warrant Liabilities [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	3,730,000	3,730,000	529,000
Reinstatement of common stock warrants as preferred stock warrants			61,000
Issuance of Pay-to-Play convertible notes and related warrants			565,000
Issuance of 2023 convertible notes and related warrants		464,000	1,125,000
Issuance of Pre-funded common stock warrants		4,816	505
Change in estimated fair value		5,701,000	945,000
Balance		14,711,000	$ 3,730,000
Derivative Financial Instruments Liabilities \| Backstop Subscription Agreement \| BURTECH ACQUISITION CORP [Member] \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial Measurement	$ 361,124
Change in estimated fair value		(361,124)
Ending Balance		0
Derivative Financial Instruments Liabilities \| Non-Redemption Agreement \| BURTECH ACQUISITION CORP [Member] \| Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Initial Measurement		1,084,963
Ending Balance		$ 1,084,963

Supplementary Balance Sheet Information - Schedule of Property Plant And Equipment Net (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 16,832	$ 20,058
Less: Accumulated depreciation	(14,751)	(18,503)
Total property and equipment, net	2,081	1,555
Computer equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	12,525	13,108
Software
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	2,833	4,984
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	175	346
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,268	1,594
Vehicles
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 31	$ 26

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2024

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 years ended December 31, 2024 and 2023:


	2024			2023
Numerator:
Net loss	$	(61,195	)	$	(87,589	)
Net loss

Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		17,476,105			4,213,244

Net loss per share attributable to common stockholders, basic and diluted	$	(3.50	)	$	(20.79	)

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		3 years
Furniture and fixtures		5 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 consolidated balance sheets, as of December 31, 2024 and 2023 (in thousands):


	2024			2023

Balance at January 1	$	1,100		$	1,830
Addition of deferred revenue		—			3,113
Recognition of revenue		(1,100	)		(3,843	)

Balance at December 31	$	—		$	1,100

BURTECH ACQUISITION CORP [Member]

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

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock:


	Year Ended December 31,
	2024									2023
	Class A						Class B			Class A				Class B
	Redeemable			Non-Redeemable			Non-Redeemable			Redeemable		Non-Redeemable		Non-Redeemable
	common stock			common stock			common stock			common stock		common stock		common stock
Numerator:
Allocation of net income	$	(1,176,526	)	$	(2,937,005	)	$	(1	)	$	660,301	$	112,586	$	566,255
Denominator:
Weighted-average shares outstanding (1)		4,333,146			10,816,995			5			10,578,271		1,803,670		9,071,610

Basic and diluted net income per share	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	0.06	$	0.06	$	0.06

(1)	Weighted-average shares outstanding includes common stock subject to redemption.

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statutory federal income tax rate (in percent)	21.00%	21.00%
Effective income tax rate	1.40%	0.70%
Valuation allowance	$ 75,826,000	$ 60,937,000
Federal operating loss carryforwards		215,500,000
Net operating loss carryforwards		149,900,000
Tax credit carryforwards	$ 5,678,000	4,989,000
Unrecognized tax benefits		5,000,000	$ 4,283,000	$ 3,811,000
Maximum [Member]
Valuation allowance		$ 14,900,000
Domestic Tax Jurisdiction [Member]
Statutory federal income tax rate (in percent)		21.00%
Valuation allowance		$ 75,800,000
Tax credit carryforwards		5,700,000
Foreign Tax Jurisdiction [Member]
Valuation allowance		60,900,000
Foreign tax credits		97,200,000
State and Local Jurisdiction [Member]
Tax credit carryforwards		$ 4,300,000
BURTECH ACQUISITION CORP [Member]
Statutory federal income tax rate (in percent)	21.00%	21.00%
Valuation allowances	$ 215,580	$ 187,264
Effective income tax rate	(14.40%)	43.40%
Valuation allowance	$ 690,713	$ 475,133
Federal operating loss carryforwards	$ 0	$ 0

Convertible Notes and Demand Notes (Tables)

12 Months Ended

Dec. 31, 2024

Convertible Notes And Demand Notes [Abstract]

Scheduled maturities of the Company's outstanding convertible notes

The scheduled maturities of the Company’s outstanding convertible notes as of December 31, 2024 is as follows (in thousands):


Year ending December 31, 2025	$	148,629
Less: Current portion		(148,629	)

Long-term portion	$	—

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2024

Redeemable Convertible Preferred Stock [Abstract]

Schedule Of Redeemable Convertible Preferred Stock Issue Authorised And Liquidation [Table Text Block]

The authorized, issued and outstanding shares of the redeemable convertible preferred stock and liquidation preferences as of December 31, 2024 and 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(In thousands)

Initial Public Offering (Tables)

12 Months Ended

Dec. 31, 2024

BURTECH ACQUISITION CORP [Member]

Schedule of common stock subject to redemption reflected on the balance sheet

As of December 31, 2024 and 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, 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
Less:
Redemptions	(2,774,658	)
Plus:
Accretion of carrying value to redemption value	3,380,995

Class A common stock subject to possible redemption, December 31, 2024	47,598,269

Employee Benefit Plan (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plan (Details) - USD ($) $ in Millions	Dec. 31, 2024	Dec. 31, 2023
Employee Benefit Plan [Line Items]
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	$ 0.6	$ 0.5
Basic Salary Of Each Complted Year Of Services	15 days

Leases - Summary of Lessee, Operating Lease, Liability, to be Paid, Maturity (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 721,000
2026	534,000
2027	421,000
2028	357,000
Thereafter	13
Total	2,046,000
Less: imputed interest	(302,000)
Present value of net future minimum lease payments	1,744,000
Less: short-term operating lease liabilities	(578,000)
Long-term operating lease liabilities	$ 1,166,000	$ 1,791,000

Convertible Notes and Demand Notes - Additional Information (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended	5 Months Ended	12 Months Ended
	Nov. 30, 2023	Feb. 28, 2023	Jun. 30, 2024	Nov. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 22, 2023	Jul. 01, 2023
Convertible Notes And Demand Notes [Line Items]
Change in fair value of debt instrument					$ 8,700,000
Common stock, shares issued (in shares)					17,519,999	17,454,353
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
Restricted Stock Units (RSUs) [Member]
Convertible Notes And Demand Notes [Line Items]
Common stock, shares issued (in shares)					6,000,000
Pay-to-Play Convertible Notes [Member]
Convertible Notes And Demand Notes [Line Items]
Change in fair value of debt instrument					$ 1,300,000	$ 2,600,000
Fair value adjustment of warrants						61,000,000
Restoration of common share incremental value	$ 5,200,000
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
Debt instrument, maturity date	Dec. 09, 2024
Pay-to-Play Convertible Notes [Member] \| Exchange Agreement [Member]
Convertible Notes And Demand Notes [Line Items]
Proceeds from Issuance of Warrants	$ 100,000
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
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						6,900,000
Percentage of price of the equity share									80.00%
Percentage of conversion price									80.00%
Fair value of common stock						2.6
Restricted stock unit vesting outstanding						$ 6,000,000
Common stock, shares issued (in shares)						6,000,000
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
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%
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]
Convertible Notes And Demand Notes [Line Items]
Debt instrument, periodic payment, interest							$ 5,000,000
Pay to Play warrants [Member] \| Maximum [Member]
Convertible Notes And Demand Notes [Line Items]
Debt instrument, periodic payment, interest							5,000,000
Pay to Play warrants [Member] \| Minimum [Member]
Convertible Notes And Demand Notes [Line Items]
Debt instrument, periodic payment, interest							1,000,000
Pay to Play warrants [Member] \| 2022 Note Purchase And Exchange Agreement [Member]
Convertible Notes And Demand Notes [Line Items]
Raising capital of gross proceeds								$ 5,000,000
Pro rata basis of consideration							$ 20,000,000

Common stock and Stock-Based Compensation - Summary Of Common Stock Reserved For Issuance (Details) - shares	Dec. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	96,123,126	75,514,616
Series Seed Shadow Preferred [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	2,020,309	2,020,309
Series A Shadow Preferred [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	4,573,935	4,573,935
Series B Shadow Preferred [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	12,234,661	12,234,661
Series C Shadow Preferred [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	10,211,548	10,211,548
Series D Shadow Preferred [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	3,990,707	3,990,707
Series D Exchange Shadow Preferred [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	239,405	239,405
SeriesD-1 Shadow Preferred [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	3,662,318	3,662,318
SeriesD-2 Shadow Preferred [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	7,561,820	7,561,820
Warrants outstanding for future issuance of Series D Shadow and SeriesD2Shadow preferred stock [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	756,172	1,094,667
Warrants outstanding for future issuance of common stock [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	0	2,063
Pay to Play warrants [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	1,127,088	721,086
Pre-funded warrant [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	2,000,000	7,007,582
Stock options and restricted stock units [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	41,018,458	21,354,809
Stock options available for future issuance [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	2,226,705	839,706
Prefunded warrant April 2024 [Member]
Class of Stock [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	4,500,000	0

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Common shares, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	175,095,000	175,095,000
Common stock, shares outstanding (in shares)	17,519,999	17,454,353
Common stock, shares issued (in shares)	17,519,999	17,454,353
Treasury stock, common shares (in shares)	124,225	124,225
Redeemable Convertible Preferred Stock
Class A common stock subject to possible redemption, redemption value (in dollars per share)	$ 0.00001	$ 0.00001
Redeemable convertible preferred stock, shares authorized (in shares)	96,650,097	96,650,097
Redeemable convertible preferred stock, shares issued (in shares)	44,494,703	44,494,703
Redeemable convertible preferred stock, liquidation preference	$ 173,347	$ 173,347
BURTECH ACQUISITION CORP [Member]
Preferred stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0
BURTECH ACQUISITION CORP [Member] \| Class A common stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	280,000,000	280,000,000
BURTECH ACQUISITION CORP [Member] \| Class A common stock subject to possible redemption
Class A common stock subject to possible redemption, redemption value (in dollars per share)	$ 11.6	$ 10.81
Class A common stock subject to possible redemption, outstanding (in shares)	4,104,543	4,345,663
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption
Common stock, shares outstanding (in shares)	10,816,995	10,816,995
Common stock, shares issued (in shares)	10,816,995	10,816,995
BURTECH ACQUISITION CORP [Member] \| Class B Common Stock
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares outstanding (in shares)	5	5
Common stock, shares issued (in shares)	5	5

Initial Public Offering - Additional Information (Details) - BURTECH ACQUISITION CORP [Member]	Dec. 15, 2021 $ / shares shares
Initial Public Offering
Initial Public Offering [LineItems]
Number of units sold \| shares	28,750,000
Price per share \| $ / shares	$ 10
Exercise price of warrants \| $ / shares	$ 11.5
Over-allotment option
Initial Public Offering [LineItems]
Number of units sold \| shares	3,750,000

Related Party Transactions - Additional Information (Details) - USD ($)	1 Months Ended	5 Months Ended	12 Months Ended
	Nov. 30, 2023	Nov. 30, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Feb. 01, 2023
Related Party Transaction [Line Items]
Revenues			$ 1,554,000	$ 3,856,000
Common stock, shares issued (in shares)			17,519,999	17,454,353
Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)			6,000,000
Restricted Stock Units (RSUs) [Member]
Related Party Transaction [Line Items]
Common stock, shares issued (in shares)			6,000,000
Interest Holders [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage			65.00%
Related party \| Interest Holders [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	10.00%	10.00%
Related party \| Demand Notes [Member]
Related Party Transaction [Line Items]
Notes Issued	$ 4,000,000
Related party \| 2023 Convertible Note [Member]
Related Party Transaction [Line Items]
Proceeds from Advances from sponsor		$ 5,000,000
Proceeds from Related Party Debt		$ 5,000,000
Debt Instrument Ownership Percentage		41.00%
Notes Payable			$ 6,900,000	$ 7,300,000
Debt Instrument, Increase (Decrease), Net			400,000	3,000,000
Related party \| 2023 Convertible Note Warrants [Member]
Related Party Transaction [Line Items]
Warrants and Rights Outstanding			8,000,000	900,000
Debt Instrument, Increase (Decrease), Net			800,000	200,000
Related party \| Pay to Play Convertible Notes [Member]
Related Party Transaction [Line Items]
Notes Payable			4,200,000	3,900,000
Related party \| Pay to Play warrants [Member]
Related Party Transaction [Line Items]
Notes Payable			0	300,000
Accounts Receivable [Member]
Related Party Transaction [Line Items]
Accounts Receivable, after Allowance for Credit Loss			0	$ 500,000
Two Minority Stockholders \| Customer Concentration Risk
Related Party Transaction [Line Items]
Revenues			$ 3,800,000
Two Minority Stockholders \| Revenue Benchmark \| Customer Concentration Risk
Related Party Transaction [Line Items]
Concentration Risk, Percentage			98.00%	100.00%
One Minority Stockholders [Member] \| Pay to Play Convertible Notes [Member]
Related Party Transaction [Line Items]
Debt Instrument, Increase (Decrease), Net			$ 300,000	$ 900,000
Increase Decrease in the Unbilled Receivables					$ 0.4
Debt Instrument, Fair Value Disclosure			500,000	400,000
Increase Decrease In Unbilled Receivable					13.00%
One Minority Stockholders [Member] \| Pay to Play warrants [Member]
Related Party Transaction [Line Items]
Debt Instrument, Increase (Decrease), Net			300,000	32,000,000
Debt Instrument, Fair Value Disclosure			0	29,000,000
One Minority Stockholders [Member] \| Pay to Play Note [Member]
Related Party Transaction [Line Items]
Debt Instrument, Increase (Decrease), Net			38,000,000	$ 29,000,000
Marketing expense			300,000
One Minority Stockholders [Member] \| Related party \| Pay to Play Convertible Notes [Member]
Related Party Transaction [Line Items]
Proceeds from Advances from sponsor					$ 3,300,000
Proceeds from Related Party Debt					$ 3,300,000
Debt Instrument Ownership Percentage					35.00%
One Minority Stockholders [Member] \| Customer Concentration Risk
Related Party Transaction [Line Items]
Revenues			$ 1,500,000
Accounts Receivable, after Allowance for Credit Loss						$ 500,000
One Minority Stockholders [Member] \| Revenue Benchmark \| Customer Concentration Risk
Related Party Transaction [Line Items]
Concentration Risk, Percentage			77.00%	100.00%
One Minority Stockholders [Member] \| Revenue Benchmark \| Customer Concentration Risk \| Revenue Arrangement [Member]
Related Party Transaction [Line Items]
Concentration Risk, Percentage			21.00%	0.00%
One Minority Stockholders [Member] \| Accounts Receivable [Member] \| Customer Concentration Risk
Related Party Transaction [Line Items]
Concentration Risk, Percentage			0.00%	98.00%
BURTECH ACQUISITION CORP [Member]
Related Party Transaction [Line Items]
Accrued expenses			$ 4,882,163	$ 2,123,846
Advances owed to the Sponsor			2,971,258	0
Proceeds from Advances from sponsor			2,971,258	0
Proceeds from Related Party Debt			2,971,258	0
BURTECH ACQUISITION CORP [Member] \| Working capital loans warrant
Related Party Transaction [Line Items]
Outstanding balance			1,500,000	810,345
BURTECH ACQUISITION CORP [Member] \| Working capital loans warrant \| Unsecured convertible promissory note
Related Party Transaction [Line Items]
Price per which the outstanding principal amount can be converted							$ 10
Amount borrowed							$ 1,500,000
BURTECH ACQUISITION CORP [Member] \| Sponsor
Related Party Transaction [Line Items]
Proceeds from Advances from sponsor			1,304,630
Additional payment to the trust account			1,666,628
Proceeds from Related Party Debt			1,304,630
BURTECH ACQUISITION CORP [Member] \| Administrative Support Agreement
Related Party Transaction [Line Items]
Expenses per month			10,000
Expenses incurred and paid			120,000
Accrued expenses				60,000
BURTECH ACQUISITION CORP [Member] \| Administrative Support Agreement \| Sponsor
Related Party Transaction [Line Items]
Expenses incurred and paid				$ 120,000
Accrued expenses			120,000
BURTECH ACQUISITION CORP [Member] \| Related Party Loans
Related Party Transaction [Line Items]
Loan conversion agreement warrant			$ 1,500,000
Price per which the outstanding principal amount can be converted			$ 10

Supplementary Balance Sheet Information

12 Months Ended

Dec. 31, 2024

Disclosure Text Block Supplement [Abstract]

Supplementary Balance Sheet Information

Note 5. Supplementary Balance Sheet Information

Inventories

Inventories consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Finished goods	$	87	$	16
Work in progress		1,064		1,542
Raw materials		7,410		4,964

Total inventories	$	8,561	$	6,522

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Deferred offering costs	$	11,121	$	1,491
Prepaid taxes		2,020		—
Software licenses and maintenance		510		311
Advances paid to contract manufacturer		161		144
Other receivables		51		441
Prepaid subscriptions		131		83
Other		843		366

Total prepaid expenses and other current assets	$	14,837	$	2,836

Property and Equipment, Net

Property and equipment, net, consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024			2023
Computer equipment	$	12,525		$	13,108
Software		2,833			4,984
Furniture and fixtures		175			346
Leasehold improvements		1,268			1,594
Vehicles		31			26

		16,832			20,058
Less: Accumulated depreciation		(14,751	)		(18,503	)

Total property and equipment, net	$	2,081		$	1,555

During the years ended December 31, 2024 and 2023, depreciation and amortization expense of property and equipment was $0.9 million and $2.0 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Inventory purchases	$	3,289	$	3,813
Professional fees		6,124		2,617
Technology costs		2,104		—
Deferred revenue		—		733
Other		479		301

Total accrued and other current liabilities	$	11,996	$	7,464

Accrued Loss on Purchase Commitments

As of December 31, 2024 and 2023, accrued loss on purchase commitments were $0.6 million and $3.6 million, respectively (see Note 12).

Accrued Compensation

Accrued compensation consists of the following as of December 31, 2024 and 2023 (in thousands):


	2024		2023
Vacation	$	652	$	804
Employee benefits		182		724
401K payable		297		215
Salaries and Wages		269		113
Statutory liabilities		148		—
Other		65		82

Total accrued compensation	$	1,613	$	1,938

Basis Of Presentation And Summary Of Significant Accounting Policies - Additional Information (Details) 1 - USD ($)			12 Months Ended
	Dec. 11, 2023	Dec. 15, 2021	Dec. 31, 2024	Dec. 31, 2023	Mar. 10, 2023
Summary of Significant Accounting Policies [Line Items]
Restricted cash			$ 251,000	$ 0
Deferred underwriting fee payable			$ 11,100,000	$ 1,500,000
Effective income tax rate (in percent)			1.40%	0.70%
Statutory federal income tax rate			21.00%	21.00%
BURTECH ACQUISITION CORP [Member]
Summary of Significant Accounting Policies [Line Items]
Shares transferred from Class B shares to Class A share (in shares)	9,487,500
Cash			$ 1,506	$ 0
Restricted cash			757,336	843,313
Cash held outside of Trust Account		$ 1,539,541	47,558,112	71,432,177
Trust Account - Restricted for Redeeming Shareholders			0	24,539,002
Underwriting fees		2,875,000
Deferred underwriting fee payable		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
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
Anti-dilutive securities attributable to warrants (in shares)			29,648,250
Effective income tax rate (in percent)			(14.40%)	43.40%
Statutory federal income tax rate			21.00%	21.00%
Initial Public Offering \| BURTECH ACQUISITION CORP [Member]
Summary of Significant Accounting Policies [Line Items]
Transaction costs		16,919,619
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
Class A common stock \| BURTECH ACQUISITION CORP [Member]
Summary of Significant Accounting Policies [Line Items]
Conversion of shares (in shares)	9,487,495
Shares transferred from Class B shares to Class A share (in shares)	9,487,495
Class B Common Stock \| BURTECH ACQUISITION CORP [Member]
Summary of Significant Accounting Policies [Line Items]
Shares transferred from Class B shares to Class A share (in shares)	5
Class A common stock subject to possible redemption \| BURTECH ACQUISITION CORP [Member]
Summary of Significant Accounting Policies [Line Items]
Class A common stock subject to possible redemption, outstanding (in shares)			4,104,543	4,345,663	6,630,703

Stockholders' Deficit - Preferred Stock Shares (Details) - BURTECH ACQUISITION CORP [Member] - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

Warrant Liabilities - Schedule Of Fair Value Of Warrants Outstanding (Details) (Parenthetical) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Common Stock, Shares, Issued	17,519,999	17,454,353
Pay to Play warrants [Member]
Class of Warrant or Right [Line Items]
Aggregate Exercise Price	$ 2.5	$ 2.5
Valuation Of Warrant Share	1,127,088
Common Stock Warrants Classified As Equity		336,950
Pay to Play warrants [Member] \| Maximum [Member]
Class of Warrant or Right [Line Items]
Valuation Of Warrant Share		721,086
Pay to Play warrants [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Valuation Of Warrant Share		694,397
Convertible Notes Warrants [Member]
Class of Warrant or Right [Line Items]
Number Of Warrant Share Exercised Value	$ 13	$ 2
Pre Funded Common Stock Warrant [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Exercise Price Of Warrant		$ 68,333
Common Stock, Shares, Issued		7,007,582
Pre Funded Common Stock Warrant [Member] \| Common Class A [Member] \| April 2024 amendment [Member]
Class of Warrant or Right [Line Items]
warrant shares required to be issued	2,000,000
Pre FundedCommon Stock Warrant Two [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Exercise Price Of Warrant	$ 45,000
warrant shares required to be issued	4,500,000

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenues	$ 1,554	$ 3,856
Revenue recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenues	361	16
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Revenues	$ 1,193	$ 3,840

- Definition

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.

+ References + Details

- Definition

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).

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+ Details

Convertible Notes And Demand Notes - Scheduled maturities of the Company's outstanding convertible notes (Details)	Dec. 31, 2024 USD ($)
Schedule Of Maturities Outstanding For Convertible Note [Line Items]
Less: Current portion	$ (148,629,000)
Long-term portion	0
2025 [Member]
Schedule Of Maturities Outstanding For Convertible Note [Line Items]
Long term debt	$ 148,629

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Segment Information - Additional Information (Details) - BURTECH ACQUISITION CORP [Member]	12 Months Ended
	Dec. 31, 2024 SEGMENT
Segment Reporting Information [Line Items]
Number of reportable segment	1
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	Chief Financial Officer [Member]
Segment Reporting, CODM, Profit (Loss) Measure, How Used, Description	The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.
Segment Reporting, Recasting, Previously Reported Information, Description	The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets
Segment Reporting, Change in Measurement Methods	Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

Private Placement	12 Months Ended
Private Placement	Dec. 31, 2024
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.

Income Taxes - Schedule of the Domestic and Foreign Components of Loss From Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
United States	$ (64,690)	$ (89,525)
Foreign	2,543	1,338
Income (loss) before provision for income taxes	$ (62,147)	$ (88,187)

- Definition

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.

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-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

+ Details

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. Accumulated Deficit	BURTECH ACQUISITION CORP. Class A common stock Common Stock	BURTECH ACQUISITION CORP. Class B Common Stock Common Stock
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
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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 (in shares)									9,487,495	(9,487,495)
Conversion of Class B to Class A Shares									$ 949	$ (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
Pay-to-Play financing charges	35,771,000			35,771,000
Debt financing charge on convertible notes	2,640,000			2,640,000
Net income (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	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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in dollars)	$ 98,000			98,000
Exercise of stock options (in shares)	65,646	65,646
Stock-based compensation	$ 3,847,000			3,847,000
Excise tax liability arising from redemption of Class A shares							(27,747)	(27,747)
Accretion for common stock subject to redemption amount							(3,380,995)	(3,380,995)
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (In dollars)	0
Net income (loss)	(61,195,000)				(61,195,000)		(4,113,532)	(4,113,532)
Balance at the end outstanding (in shares) at Dec. 31, 2024		17,519,999	124,225			44,494,703
Balance at the end (in shares) at Dec. 31, 2024									10,816,995	5
Balance at the end at Dec. 31, 2024	$ (283,810,000)	$ 0	$ 0	$ 145,441,000	$ (429,251,000)	$ 173,347,000	$ (23,361,003)	$ (23,362,085)	$ 1,082

Net Loss Per Share Attributable to Common Shareholders (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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, 2024 and 2023:


	2024			2023
Numerator:
Net loss	$	(61,195	)	$	(87,589	)
Net loss

Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		17,476,105			4,213,244

Net loss per share attributable to common stockholders, basic and diluted	$	(3.50	)	$	(20.79	)

Schedule Of Potentially Dilutive Securities

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been anti-dilutive for the years ended December 31, 2024 and 2023:


	2024			2023
Redeemable convertible preferred stock		44,494,703			44,494,703
Stock options		36,363,184			16,437,980
Restricted stock units		4,655,274			4,916,829
Series D and D-2 preferred stock warrants		756,172			1,094,667
Pay-to-Play warrants (estimated See Note 8)		1,127,088			721,086
Convertible Notes warrants - 2023		(a	)		(a	)
Common stock warrants		—			2,063
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			—

Total potentially dilutive shares		93,896,421			74,674,910

(a)	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable due to the variable settlement terms (see Note 8).

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2024
Employee Benefit Plan [Abstract]
Employee Benefit Plan [Text Block]	Note 15. Employee Benefit Plan A 401(k) plan is provided that covers substantially all employees meeting certain age and service requirements. The Company makes discretionary contributions to the 401(k) plan. The Company recorded $0.6 million and $0.5 million in matching contributions for the years ended December 31, 2024 and 2023. Long-term employee benefits: The Company provides its employees in India an opportunity to participate in a long term defined benefits plan, the liability the Company bears for providing this benefit is determined through an actuarial valuation at each reporting date. The benefit plan provides for lump sum payments to vested employees on retirement, death while in service or on termination of employment for an amount equivalent to 15 days of basic salary for each completed year of service. Vesting occurs upon completion of five years of service. The present value of such obligation is determined by the projected unit credit method and adjusted for past service cost and fair value of plan assets as at the balance sheet date through which the obligations are to be settled. The actuarial gain or loss on change in present value of the defined benefit obligation or change in return of the plan assets is recognized as an income or expense in the consolidated statement of operations. The expected return on plan assets is based on the assumed rate of return of such assets. As of December 31, 2024 and 2023, the related liability is included within accrued compensation and other liabilities on the consolidated balance sheets.

Supplementary Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Finished goods	$ 87	$ 16
Work in progress	1,064	1,542
Raw materials	7,410	4,964
Total inventories	$ 8,561	$ 6,522

Initial Public Offering - Common stock subject to redemption (Details) - BURTECH ACQUISITION CORP [Member] - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Initial Public Offering [LineItems]
Class A ordinary shares subject to possible redemption	$ 47,598,269	$ 46,991,932
Class A common stock subject to possible redemption
Initial Public Offering [LineItems]
Class A ordinary shares subject to possible redemption	47,598,269	46,991,932	$ 294,796,918
Accretion of carrying value to redemption value	3,380,995	4,510,051
Redemptions	$ (2,774,658)	$ (252,315,037)

- Definition

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.

+ References

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

+ Details

Related Party Transactions - Founder Shares (Details)				12 Months Ended
Related Party Transactions - Founder Shares (Details)	Dec. 15, 2021 USD ($) shares	Sep. 24, 2021 shares	May 21, 2021 USD ($) $ / shares shares	Dec. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Related Party Transaction [Line Items]
Common shares, par value (in dollars per share) \| $ / shares				$ 0.00001	$ 0.00001
BURTECH ACQUISITION CORP [Member]
Related Party Transaction [Line Items]
Stock issued (in shares)	431,250
Aggregate purchase price \| $	$ 3,456,652
BURTECH ACQUISITION CORP [Member] \| Class B Common Stock
Related Party Transaction [Line Items]
Stock issued (in shares)		862,500
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Stock split		1.1
BURTECH ACQUISITION CORP [Member] \| Founder Shares \| Sponsor \| Class B Common Stock
Related Party Transaction [Line Items]
Stock issued (in shares)		862,500	8,625,000
Common shares, 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%
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
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination				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

Initial Public Offering

12 Months Ended

Dec. 31, 2024

BURTECH ACQUISITION CORP [Member]

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 December 31, 2024 and 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, 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
Less:
Redemptions	(2,774,658	)
Plus:
Accretion of carrying value to redemption value	3,380,995

Class A common stock subject to possible redemption, December 31, 2024	47,598,269

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 ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Pretax loss	$ (62,147,000)	$ (88,187,000)
Federal tax at statutory rate	(13,049,000)	(18,522,000)
State taxes, net of federal benefit	1,000	1,000
Pay-to-Play equity financing charge (permanent difference)	0	7,525,000
Other permanent differences	802,000	3,620,000
Return to accrual adjustment	(896,000)	(433,000)
Foreign tax rate differential	195,000	111,000
Tax credits	(1,211,000)	(539,000)
Uncertain tax positions	410,000	270,000
Valuation allowance	10,290,000	7,936,000
Other, net	(796,000)	(567,000)
Income tax expense	$ (952,000)	$ (598,000)
Federal tax at statutory rate (in percent)	21.00%	21.00%
State taxes, net of federal benefit (in percent)	0.00%	0.00%
Pay-to-Play equity financing charge (permanent difference) (in percent)	0.00%	(8.50%)
Other permanent differences (in percent)	(1.30%)	(4.10%)
Return to accrual adjustment (in percent)	1.40%	0.50%
Foreign tax rate differential (in percent)	(0.30%)	(0.10%)
Tax credits (in percent)	1.90%	0.60%
Uncertain tax positions (in percent)	(0.70%)	(0.30%)
Valuation allowance (in percent)	(16.60%)	(9.00%)
Other, net (in percent)	1.30%	0.60%
Effective income tax rate (in percent)	1.40%	0.70%
Income Tax Reconciliation Gain On Remeasurement Of Warrant Liability	$ 3,302	$ 0
Effective Income Tax Rate Reconciliation Gain On Remeasurement Of Warrant Liability	(5.30%)	0.00%

Common stock and Stock-Based Compensation - Summary Of Company's RSU Activity Issued (Details) - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
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	21,329,457	15,141,280
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
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross		10,929,820
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares	(254,555)	(150,900)
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 Non vested Options Expired Number Of Shares	(7,000)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross, Ending Balance	4,655,274	4,916,829
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price ,Beginning Balance	$ 1.18	$ 15.28
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		0.6
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value	0.88	1.98
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 Options Non vested Options Expired Weighted Average Grant Date Fair Value	0.82
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price ,Ending Balance	$ 1.19	$ 1.18

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, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share Price	$ 0.88	$ 0.25
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	3.99%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum		4.44%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	5 years	5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	56.92%	56.74%
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	4.43%	4.46%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	6 years 2 months 19 days	6 years 3 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	57.51%	57.56%

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
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-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
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-Paragraph 2
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

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 U.S. 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 upon consolidation.

Emerging Growth Company

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.

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, and the estimated fair value of convertible notes, warrant liabilities, and 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’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 December 31, 2024 and 2023, the Company had cash and cash equivalents balances in excess of domestic and international insurance limits of approximately $49.3 million and $2.2 million, respectively.

As of December 31, 2024, the Company held $30.6 million in U.S. Government treasury securities, $9.2 million in a U.S. Government money market fund, and $5.1 million in mutual funds (see Note 4). As of December 31, 2023, the Company had no cash equivalents.

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 December 31, 2024 and 2023, respectively. As of December 31, 2024 and 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 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		3 years
Furniture and fixtures		5 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, 2024 and 2023, 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.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, consulting and banking fees primarily relating to the Company’s 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, 2024 and 2023 there were $11.1 million and $1.5 million, respectively, capitalized deferred offering costs included in prepaid expenses and other current assets on the consolidated balance sheets.

Impairment of Long Lived Assets

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 years ended December 31, 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

2020-06

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 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 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 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, 2024 and 2023 (in thousands):


	2024			2023

Balance at January 1	$	1,100		$	1,830
Addition of deferred revenue		—			3,113
Recognition of revenue		(1,100	)		(3,843	)

Balance at December 31	$	—		$	1,100

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

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, 2024 and 2023, 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

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 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, 2024 and 2023, 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

2 -

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 3

- 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.

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, 2024, foreign currency transaction losses of $0.2 million was included in other income (expense), net in the consolidated statements of operations. During the year ended December 31, 2023, foreign currency transaction gain was immaterial.

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 consolidated balance sheets. The Company manages its accounts receivable credit risk through ongoing credit evaluation of its customers’ financial conditions.

As of December 31, 2024, one customer accounted for approximately 98% of the Company’s accounts receivable. As of December 31, 2023, one customer, 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 year ended December 31, 2024, two customers, both related parties, accounted for approximately 77% and 21% 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 (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 (“CODM”), who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance.

Recently Adopted Accounting Pronouncements

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. The Company adopted this standard during the year ended December 31, 2024. The adoption resulted in expanded disclosures for the Company’s single reportable segment, but did not have a material impact on the Company’s consolidated financial statements (see Note 16).

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 consolidated financial statements.

Recently Issued Accounting Pronouncements — Not Yet Adopted

Recently Issued Accounting Pronouncements – Not Yet Adopted

In November 2024, the FASB issued ASU

2024-04,

Debt – Debt with Conversion and Other Options (Subtopic

470-20):

Induced Conversions of Convertible Debt Instruments.

This ASU clarifies guidance on the requirements for determining whether certain

settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment. This guidance is effective for the Company beginning on January 1, 2026, 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 the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU

2024-03,

Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses

. This ASU requires disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements. This guidance is effective for the Company beginning on January 1, 2027, and early adoption is permitted, although the Company does not plan to early adopt. The Company is currently evaluating the impact of the adoption of this standard.

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. Adoption will require enhancements to the Company’s income tax disclosures but is not expected to have a material impact on its 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. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

Restricted Cash

Restricted cash represents cash balances held as security deposits related to international payment services. As of December 31, 2024, restricted cash of $0.3 million was included within other assets on the consolidated balance sheets. As of December 31, 2023, the Company had no restricted cash.

Segment Information

12 Months Ended

Dec. 31, 2024

Segment Reporting Information [Line Items]

Segment Information

Note 16. Segment Reporting

The Company operates as a single reportable segment, manages the business, and evaluates financial performance on a consolidated basis. The CODM regularly receives and reviews consolidated financial results focusing primarily on revenue, costs and expenses, and net loss from the consolidated statements of operations to make decisions regarding the allocation of resources and assessment of performance.

Net loss for the years ended December 31, 2024 and 2023 is as follows (in thousands):


	2024			2023
Revenue	$	1,554		$	3,856
Less: Costs and expenses
Cost of sales		579			3,656
Employee costs		31,981			23,773
Technology costs		4,694			2,693
Depreciation and amortization		886			2,040
Net interest (income)/expense		(1,903	)		255
Fair value changes and financing charges		16,187			49,454
Other segment items (a)		10,325			9,574

Net loss	$	(61,195	)	$	(87,589	)

*	Other segment items included in segment net loss includes marketing expense, professional fees, income tax expense, facilities costs, foreign currency exchange gains and losses, credit loss, and other overhead expenses.


	December 31, 2024				December 31, 2023
	Fixed Assets		ROU Assets		Fixed Assets		ROU Assets
United States	$	1,095	$	277	$	368	$	421
Asia Pacific		913		1,175		1,038		1,477
United Kingdom		73		321		149		525

Total	$	2,081	$	1,773	$	1,555	$	2,423

BURTECH ACQUISITION CORP [Member]

Segment Reporting Information [Line Items]

Segment Information

NOTE 10. SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the

Chief Financial Officer

, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.


	As of December 31,
	2024		2023
Cash and restricted cash	$	758,842	$	843,313
Investments held in Trust Account		47,558,112		46,893,175


	Year Ended December 31,
	2024		2023
Operating costs	$	4,459,541	$	3,040,539
Interest income earned on Trust Account		2,465,138		5,751,596

The CODM reviews interest earned on the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Operating expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews operating expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Stockholders' Deficit - Common Stock Shares (Details)				12 Months Ended
Stockholders' Deficit - Common Stock Shares (Details)	Dec. 11, 2023 shares	Dec. 15, 2021 shares	Sep. 24, 2021 shares	Dec. 31, 2024 VOTE $ / shares shares	Dec. 31, 2023 $ / shares shares	Mar. 10, 2023 shares
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)				175,095,000	175,095,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.00001	$ 0.00001
Common stock, shares issued (in shares)				17,519,999	17,454,353
Common stock, shares outstanding (in shares)				17,519,999	17,454,353
Class A common stock
STOCKHOLDERS' DEFICIT
Conversion of Class B to Class A Shares (in shares)	9,487,495
BURTECH ACQUISITION CORP [Member]
STOCKHOLDERS' DEFICIT
Stock issued (in shares)		431,250
BURTECH ACQUISITION CORP [Member] \| Class A common stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)				280,000,000	280,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common shares, votes per share \| VOTE				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				4,104,543	4,345,663	6,630,703
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption
STOCKHOLDERS' DEFICIT
Common stock, shares issued (in shares)				10,816,995
Common stock, shares outstanding (in shares)					10,816,995
Number of shares outstanding					2,285,040
BURTECH ACQUISITION CORP [Member] \| Class B Common Stock
STOCKHOLDERS' DEFICIT
Common shares, shares authorized (in shares)				20,000,000	20,000,000
Common shares, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001
Common shares, votes per share \| VOTE				1
Conversion of Class B to Class A Shares (in shares)	9,487,495
Common stock, shares issued (in shares)				5	5
Common stock, shares outstanding (in shares)				5	5
Stock issued (in shares)			862,500
Ratio to be applied to the stock in the conversion				24.81
Stock split			1.1

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Unrecognized tax benefits, beginning of period	$ 4,283	$ 3,811
Additions based on tax positions taken related to prior years	12	0
Additions based on tax positions taken related to current period	705	472
Unrecognized tax benefits, end of period	$ 5,000	$ 4,283

Net Loss Per Share Attributable to Common Shareholders - Schedule Of Earnings Per Share Basic And Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Schedule Of Earnings Per Share Basic And Diluted
Net loss	$ (61,195)	$ (87,589)
Weighted Average Number of Shares Outstanding, Basic	17,476,105	4,213,244
Weighted Average Number of Shares Outstanding, Diluted	17,476,105	4,213,244
Net loss per share attributable to common stockholders, basic	$ (3.5)	$ (20.79)
Net loss per share attributable to common stockholders, diluted	$ (3.5)	$ (20.79)

- Definition

The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

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-Section 45
-Paragraph 28
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-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: 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(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Taxes

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, 2024 and 2023 (in thousands):


	2024			2023
United States	$	(64,690	)	$	(89,525	)
Foreign		2,543			1,338

Total loss before income taxes	$	(62,147	)	$	(88,187	)

The Company’s components of the benefit from income taxes consists of the following for the years ended December 31, 2024 and 2023 (in thousands):


	2024			2023
Current:
US Federal	$	(256	)	$	—
US States		1			1
Foreign		427			(492	)

Total current		172			(491	)
Deferred:
US Federal	$	—		$	—
US States		—			—
Foreign		(1,124	)		(107	)

Total deferred		(1,124	)		(107	)

Benefit from income taxes	$	(952	)	$	(598	)


	2024						2023
	Amount			Percent			Amount			Percent
Pretax loss	$	(62,147	)				$	(88,187	)
Federal tax at statutory rate		(13,049	)		21.0	%		(18,522	)		21.0	%
State taxes, net of federal benefit		1			0.0	%		1			0.0	%
Gain on remeasurement of warrant liability		3,302			-5.3	%		—			0.0	%
Pay-to-Play equity financing charge (permanent difference)		—			0.0	%		7,525			-8.5	%
Other permanent differences		802			-1.3	%		3,620			-4.1	%
Return to accrual adjustment		(896	)		1.4	%		(433	)		0.5	%
Foreign tax rate differential		195			-0.3	%		111			-0.1	%
Tax credits		(1,211	)		1.9	%		(539	)		0.6	%
Uncertain tax positions		410			-0.7	%		270			-0.3	%
Valuation allowance		10,290			-16.6	%		7,936			-9.0	%
Other, net		(796	)		1.3	%		(567	)		0.6	%

	$	(952	)		1.4	%	$	(598	)		0.7	%

The components of the Company’s deferred tax assets and liabilities are as follows as of December 31, 2024 and 2023 (in thousands):


	2024			2023
Deferred tax assets:
Net operating loss carryforwards	$	55,739		$	45,600
Tax credit		5,678			4,989
Other reserves and accrued expenses		1,178			1,105
Lease liability		80			110
Depreciation		440			66
Share-based compensation		1,519			736
Capitalized R&D Sec 174		13,423			9,533
Other		3			(62	)

Gross deferred tax assets		78,060			62,077
Valuation allowance		(75,826	)		(60,937	)

Net deferred tax assets		2,234			1,140
Deferred tax liabilities:
Right of use assets		(77	)		(107	)

Total deferred tax liabilities		(77	)		(107	)

Total net deferred tax assets	$	2,157		$	1,033

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, 2024 and 2023, the valuation allowance was $75.8 million and $60.9 million, respectively. The increase of $14.9 million in the Company’s valuation allowance as of December 31, 2024 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, 2024, the Company had U.S. federal net operating loss (“NOL”) carryforwards of $215.5 million and U.S. state NOL carryforwards of $149.9 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, 2024, the Company had federal tax credit carryforwards of $5.7 million available to offset future U.S. federal income taxes payable, which will begin to expire in the year 2035. As of December 31, 2024, the Company had state tax credit carryforwards of $4.3 million available to offset future state income taxes payable and foreign tax credits of $97.2 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, 2024 and 2023.

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 $5.0 million and $4.3 million as of December 31, 2024 and 2023, 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, 2024 and 2023 (in thousands):


	2024		2023
Unrecognized tax benefits, beginning of period	$	4,283	$	3,811
Additions based on tax positions taken related to prior years		12		—
Additions based on tax positions taken related to current period		705		472

Unrecognized tax benefits, end of period	$	5,000	$	4,283

BURTECH ACQUISITION CORP [Member]

Income Taxes

NOTE 8. INCOME TAX

The Company’s net deferred tax assets (liability) as of December 31, 2024 and 2023 are as follows:


	Year Ended December 31,
	2024			2023
Deferred tax assets (liabilities):
Organizational costs & start-up expenses	$	690,713		$	475,133
Loss from operations		—			—

Total deferred tax assets (liabilities), net		690,713			475,133
Valuation allowance		(690,713	)		(475,133	)

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

The income tax provision for the year ended December 31, 2024 and 2023 consists of the following:


	Year Ended December 31,
	2024			2023
Federal:
Current(1)	$	517,179		$	1,027,644
Deferred:		(215,580	)		(187,264	)
State:
Current		—			—
Deferred		—			—
Change in valuation allowance		215,580			187,264

Provision for income taxes	$	517,179		$	1,027,644

(1)	For the year ended December 31, 2024, current federal income taxes includes penalties and interest charges of $41,497.

As of December 31, 2024 and 2023, the Company had no 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, 2024, the change in the valuation allowance was $215,580. For the year ended December 31, 2023, the change in the valuation allowance was $187,264.

The Company’s effective tax rate was (14.4%) and 43.4% for the year ended December 31, 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 deductibility of penalties on tax obligations.

A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2024 and 2023 is as follows:


	As of December 31,
	2024			2023
Statutory federal income tax rate		21.0	%		21.0	%
State taxes, net of federal tax benefit		—	%		—	%
Fair value of Non-Redemption Agreement liability		(6.4	)%		—	%
Transaction costs		(20.0	)%		14.3	%
Fines and penalties		(3.0	)%		0.2	%
Permanent book/tax differences		—			—	%
Change in valuation allowance		(6.0	)%		7.9	%

Income tax provision		(14.4	)%		43.4	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination since inception.

- Definition

The entire disclosure for income tax.

+ References

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

+ Details

Warrant Liabilities - Schedule Of Fair Value Of Warrants Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Class of Warrant or Right, Outstanding	756,172	1,096,730
Fair Value Of Warrants	$ 14,712	$ 3,730
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
Class of Warrant or Right, Outstanding	0	338,495
Fair Value Of Warrants	$ 0	$ 3
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
Class of Warrant or Right, Outstanding	756,172	756,172
Fair Value Of Warrants	$ 56	$ 894
Pay to Play warrants [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Fair Value Of Warrants	1	976
Convertible Notes Warrants [Member]
Schedule Of Fair Value Of Warrants Outstanding [Line Items]
Fair Value Of Warrants	$ 79	$ 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
Class of Warrant or Right, Outstanding	0	2,063
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
Fair Value Of Warrants	$ 4,485	$ 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	$ 10,091	$ 0

Subsequent Events - Additional Information (Details) 1 - USD ($)				12 Months Ended
	Jan. 13, 2025	Jan. 13, 2025	Dec. 15, 2021	Dec. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Common stock, par value per share				$ 0.00001	$ 0.00001
Price per share				$ 0.88	$ 0.25
BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Stock issued (in shares)			431,250
Aggregate purchase price			$ 3,456,652
PIPE Subscription Agreements \| PIPE Investors
Subsequent Event [Line Items]
Stock issued (in shares)		1,540,300
Price per share	$ 10	$ 10
Registration Rights Agreement \| BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Registration rights agreements description				On January 13, 2025, immediately following the Closing, the Company and certain stockholders of Legacy Blaize, the Sponsor and BurTech, entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file shelf registration statements with respect to the registrable securities under the Registration Rights Agreements within thirty (30) calendar days of the Closing. These certain stockholders of Legacy Blaize, the Sponsor and BurTech may each request to sell all or any portion of their registrable securities in an underwritten offering up to two times total and up to twice in any 12-month period, so long as the total offering price is reasonably expected to exceed $50,000,000. The Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text, filed as exhibit 10.1 to the Company’s Current Reports on Form 8-K, filed with the SEC on January 17, 2025.
Ava Registration Rights Agreement \| BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Registration rights agreements description				On January 13, 2025, immediately following the Closing, the Company and certain stockholders of Legacy Blaize, entered into a registration rights agreement (the “Ava Registration Rights Agreement”), pursuant to which the Company agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement within four (4) business days of the Closing. These certain Legacy Blaize stockholders may each request to sell all or any portion of their registrable securities in an underwritten offering up to two times total and up to twice in any 12-month period, so long as the total offering price is reasonably expected to exceed $25,000,000. The Ava Registration Rights Agreement also provides that the Company will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text, filed as exhibit 10.11 to the Company’s Current Reports on Form 8-K, filed with the SEC on January 17, 2025. Advisory Agreement On January 13, 2025, the Company entered into an advisory agreement, for a term of twelve months, related to a private placement backstop financing or other financings of the Company of equity or equity-linked securities with respect to the Company’s Merger. Under the terms of the agreement, the advisor receives an advisory fee of $500,000 for capital market advisory services, of which $300,000 was due upon the Closing, with fifty percent paid in cash and fifty percent paid in common stock of the Company, and $200,000 is due to be paid in two equal installments due at the end of each calendar quarter following the Closing, with each payment being paid fifty percent in cash and fifty percent paid in common stock of the Company. In addition, the Company entered into a warrant agreement with the same party, for a nominal upfront value. The agreement allowed for the advisor to purchase 50,000 shares of common stock at $11.50 per share for a term of five years. On February 10, 2025, Blaize issued the 50,000 common stock warrants. Litigation On April 7, 2025, Jefferies commenced a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, seeking summary judgment in lieu of complaint, which is further discussed in Note 6, “Commitments and Contingencies”.
Subsequent Event [Member] \| PIPE Subscription Agreements \| PIPE Investors \| BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Stock issued (in shares)	1,540,300	1,540,300
Common stock, par value per share	$ 0.0001	$ 0.0001
Price per share	$ 10	$ 10
Aggregate purchase price	$ 15,403,000	$ 15,403,000
Subsequent Event [Member] \| Registration Rights Agreement \| BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Expected underwriting offering price		$ 50,000,000
Subsequent Event [Member] \| Ava Registration Rights Agreement \| BURTECH ACQUISITION CORP [Member]
Subsequent Event [Line Items]
Expected underwriting offering price	$ 25,000,000

Common stock and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Common stock and Stock-Based Compensation [Abstract]

Summary Of Common Stock Reserved For Issuance

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


	2024			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		756,172			1,094,667
Series D-2 Shadow preferred stock
Warrants outstanding for future issuance of common stock		—			2,063
Pay-to-Play warrants (estimated see Note 8)		1,127,088			721,086
Convertible Notes warrants - 2023		(a	)		(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		41,018,458			21,354,809
Stock options available for future issuance		2,226,705			839,706

Total shares of common stock reserved		96,123,126			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 December 31, 2023 due to the variable settlement terms (see Note 8).

Summary Of Option Activity

A summary of stock option activity as of December 31, 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, 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
Granted		21,329,457			0.92
Exercised		(65,646	)		1.49
Expired		(5,500	)		0.74
Forfeited		(1,333,107	)		1.54

Outstanding options at December 31, 2024		36,363,184		$	0.99		9.2	$	22,845

Vested/expected to vest at December 31, 2024		35,560,434		$	0.99		9.1	$	22,492
Exercisable options at December 31, 2024		9,614,865		$	1.58		8.3	$	7,066

Summary Of Company Recorded Stock-Based Compensation Expense For Stock Options

The Company recorded stock-based compensation expense for stock options and the 2024 cancellation of 135,400 RSUs during the years ended December 31, 2024 and 2023, as follows (in thousands):


	2024		2023
Research and development	$	1,106	$	372
Selling, general and administrative		2,741		2,111
Total	$	3,847	$	2,483

Summary Of The Grant Date Fair Value Of The Company's Stock Options


	2024		2023
Risk-free interest rate		3.99% -4.43%		4.44% -4.46%
Expected life, in years		5.00 -6.22		5.00 -6.01
Expected volatility		56.92% - 57.51%		56.74% - 57.56%
Dividend yield		— %		— %
Weighted average fair value of common stock	$	0.88	$	0.25

Summary Of Company's RSU Activity Issued


	Awards			Weighted- average grant date fair value (per share)
Nonvested as of January 1, 2023		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
Forfeited		(254,555	)	$	0.88
Expired		(7,000	)	$	0.82

Nonvested as of December 31, 2024		4,655,274		$	1.19

- Definition

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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

Revenue - Summary Of Revenue Information By Geographical Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenue Information By Geographical Region [Line Items]
Total revenue	$ 1,554	$ 3,856
United States
Revenue Information By Geographical Region [Line Items]
Total revenue	1,215	3,848
Japan
Revenue Information By Geographical Region [Line Items]
Total revenue	332	4
Others
Revenue Information By Geographical Region [Line Items]
Total revenue	$ 7	$ 4

- Definition

+ References

+ Details

Private Placement (Details) - BURTECH ACQUISITION CORP [Member] - USD ($)		12 Months Ended
	Dec. 15, 2021	Dec. 31, 2024
PRIVATE PLACEMENT
Number of shares per warrant		1
Private Placement Units
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	898,250
Price of warrants	$ 10
Aggregate purchase price	$ 8,982,500
Private Placement
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 shares or warrants after the completion of the initial business combination		30 days
Private Placement \| Private Placement Units
PRIVATE PLACEMENT
Number of warrants to purchase shares issued	898,250
Price of warrants	$ 10
Aggregate purchase price	$ 8,982,500

Condensed Consolidated Statements Of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ (61,195,000)	$ (87,589,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	886,000	2,040,000
Noncash lease expense	649,000	815,000
Pay-to-Play financing charge	0	35,832,000
Debt financing charge on convertible notes	464,000	3,145,000
Stock-based compensation	3,847,000	2,483,000
Credit loss expense	570,000	421,000
Deferred income taxes	(1,124,000)	(107,000)
Change in fair value of convertible notes	10,022,000	9,532,000
Change in fair value of warrant liabilities	5,701,000	945,000
Loss on purchase commitments	0	1,165,000
Non-cash loss on lease termination	0	(18,000)
Changes in operating assets and liabilities:
Accounts receivable	(614,000)	362,000
Accounts receivable – related party	467,000	639,000
Inventories	(2,039,000)	(2,186,000)
Prepaid expenses and other current assets	(21,630,000)	167,000
Other assets	15,000	64,000
Accounts payable and accrued liabilities	10,988,000	9,500,000
Operating lease liabilities	(616,000)	(854,000)
Income tax payable	2,108,000	(590,000)
Accrued loss on purchase commitments	(2,985,000)	(3,022,000)
Accrued compensation	(325,000)	34,000
Other liabilities	1,279,000	(733,000)
Net cash used in operating activities	(53,532,000)	(27,955,000)
Cash flows from investing activities:
Purchases of property and equipment	(902,000)	(220,000)
Net cash provided by investing activities	(902,000)	(220,000)
Cash flows from financing activities:
Payment of deferred offering costs	(4,357,000)	0
Proceeds from convertible promissory note - related party	110,718,000	12,300,000
Proceeds from short term demand notes	0	4,925,000
Repayment of short term demand notes	(4,750,000)	(176,000)
Proceeds from exercise of stock options	98,000	1,000
Net cash provided by (used in) financing activities	101,709,000	26,475,000
Net increase (decrease) in cash, cash equivalents and restricted cash	47,275,000	(1,700,000)
Cash and restricted cash – beginning of period	3,213,000	4,913,000
Cash and restricted cash - end of period	50,488,000	3,213,000
Supplemental cash flow disclosures;
Cash paid during the year for interest	245,000	3,000
Cash paid for income taxes	223,000	0
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment acquired in accounts payable & accrued expenses	510,000	0
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value	0	109,327,000
Operating lease asset obtained in exchange for new operating lease liabilities	0	1,673,000
Right-of-use assets and lease liabilities extinguished upon termination of lease, net of gain	0	(108,000)
Capitalized deferred offering costs included in accounting payable and accrued liabilities	6,764,000	1,491,000
Issuance of warrants with convertible notes	4,816,000	1,690,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract]
Cash - beginning of period	3,213,000
Cash and restricted cash – beginning of period	3,213,000	4,913,000
Cash - end of period	50,237,000	3,213,000
Restricted cash - end of period	251,000	0
Cash and restricted cash - end of period	50,488,000	3,213,000
Pay-to-Play convertible notes and Common Rights Offering
Cash flows from financing activities:
Proceeds from convertible promissory note - related party	0	9,425,000
BURTECH ACQUISITION CORP.
Cash flows from operating activities:
Net income (loss)	(4,113,532)	1,339,142
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and investments held in Trust Account	(2,465,138)	(5,751,596)
Change in fair value of derivative liability - Backstop Subscription Agreement	1,084,963	0
Penalties and interest on excise taxes	310,728	0
Changes in operating assets and liabilities:
Accrued expenses	2,722,517	1,618,895
Franchise tax payable	200,000	35,800
Prepaid expenses and other current assets	0	186,532
Income tax payable	(510,465)	235,886
Net cash used in operating activities	(2,770,927)	(2,335,341)
Cash flows from investing activities:
Cash withdrawn from Trust Account used to pay franchise and income taxes	664,839	1,314,246
Principal deposits into Trust Account for Extension	(1,639,296)	(130,370)
Restricted Cash	0	843,313
Due from Sponsor	0	318,888
Cash withdrawn from Trust Account in connection with redemptions	2,774,658	227,776,035
Net cash provided by investing activities	1,800,201	230,122,112
Cash flows from financing activities:
Proceeds from Advances from sponsor	2,971,258	0
Proceeds from convertible promissory note - related party	689,655	810,345
Redemptions of Common Stock	(2,774,658)	(227,776,035)
Net cash provided by (used in) financing activities	886,255	(226,965,690)
Net increase (decrease) in cash, cash equivalents and restricted cash	(84,471)	821,081
Cash and restricted cash – beginning of period	843,313	22,232
Cash and restricted cash - end of period	758,842	843,313
Supplemental cash flow disclosures;
Cash paid for income 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	27,747	2,523,150
Accretion of Class A common stock subject to possible redemption	3,380,995	4,510,051
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract]
Cash - beginning of period	0	22,232
Restricted cash – beginning of period	843,313
Cash and restricted cash – beginning of period	843,313	22,232
Cash - end of period	1,506	0
Restricted cash - end of period	757,336	843,313
Cash and restricted cash - end of period	$ 758,842	$ 843,313

Commitments And Contingencies	12 Months Ended
Commitments And Contingencies	Dec. 31, 2024
Loss Contingencies [Line Items]
Commitments and Contingencies	Note 12. Commitments and Contingencies Purchase Commitments As of December 31, 2024, the Company had outstanding purchase orders and contractual obligations totaling $0.2 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 years ended December 31, 2024 and 2023, the Company purchased inventories of $4.3 million and $4.4 million, respectively, due to this obligation. 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, 2024 and 2023, the liability balance of the Company’s accrued losses on accrued purchase commitments equaled $0.6 million and $3.6 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 proceedings 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 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”). The Second Amendment to Merger Agreement amended the original merger agreement to revise the New Blaize Board designees to nine members, including four individuals to be designated by the Company and five independent directors, designated by the Company after consultation, in good faith, with BurTech regarding the determination of the independent directors, with the chairman designated until a new chairperson is appointed by the New Blaize Board. On November 21, 2024, BurTech, Merger Sub, Blaize and Burkhan entered into an Amendment No. 3 to Agreement and Plan of Merger (the “Third Amendment to Merger Agreement”). The Third Amendment to Merger Agreement amended the original merger agreement to (i) revise the New Blaize Board designees to be comprised of seven members, including two individuals to be designated by Blaize and five independent directors, designated by Blaize after consultation, in good faith, with BurTech regarding the determination of the independent directors, with Lane M. Bess to be designated as the Chairman until a new chairperson is appointed by the New Blaize Board, (ii) remove the agreement between BurTech, Sponsor and Burkhan to enter into the Stockholders’ Agreement at the closing of the Business Combination and to remove such Form of Stockholders’ Agreement as an exhibit to the original merger agreement and (iii) replace the proposed Third Amended and Restated Certificate of Incorporation with a new Form of Third Amended and Restated Certificate of Incorporation to reflect that the New Blaize Board will not be a classified board. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, on January 13, 2025, the transaction was consummated (see Note 1). 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 by 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 close 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. On October 24, 2024, contingent upon the close of the proposed merger on or before December 31, 2024 and continued employment or services to the Company on the applicable grant date, the Company’s Board of Directors approved the issuance of 6,936,285 restricted stock units under the New Blaize equity plan. In October through December of 2024, the Company entered into various advisor agreements related to business development and strategy, and for new revenue contracts, in new geographical markets. Compensation for services, pending approval by the New Blaize Board of Directors, is in the form of restricted stock units of New Blaize following the filing of a registration statement subsequent to Merger consummation to register such shares, and subject to the advisors continued service on the applicable grant date. In December 2024, the Company entered into an agreement for capital market services which included advisory services and a finder’s fee, for which payment was due upon the close of the Merger (see Note 1). Under the terms of the agreement, at the discretion of the Company, the advisory fee of $0.8 million is to be paid in the form of (i) cash and (ii) cash or a combination of cash and shares of common stock of New Blaize at a price of $10 per share at various dates in 2025. The finder’s fee, equal to a specified percentage of the trust value for the Company’s shares held by investors introduced by the advisor, is to be paid fifty percent in cash and fifty-percent in shares of New Blaize at a price of $10.00 per share, concurrent with the close of the Meger. The Company recognized $0.6 million associated with the contract as deferred offering costs and accrued liabilities for the year ended December 31, 2024. On the earlier of the date that is six months from the date of the Merger and the date that a Registration Statement filed with the SEC registering the resale of the closing shares is declared effective (the “Reset Date”), if the five day volume weighted average price of common stock for the five trading days immediately preceding the Reset Date (such price, the “Reset Price”) is less than $10 per share (subject to a $1.00 per share floor), within two days the Company shall issue an additional number of common shares equal to the number obtained by dividing (i) the product of the number of shares held as of the Reset Date and $10.00 by (ii) the Reset Price, less the number of sharing shares held, provided that the additional shares shall not exceed 300,000.
BURTECH ACQUISITION CORP [Member]
Loss Contingencies [Line Items]
Commitments and Contingencies	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. On April 26, 2024, the Company and EF Hutton amended the Underwriting Agreement signed on December 10, 2021. EF Hutton shall acknowledge the satisfaction and discharge of the deferred underwriting discount and shall acknowledge that the Company’s obligations to pay the deferred underwriting discount in its entirety under the Underwriting Agreement have automatically been satisfied and discharged, if on the Closing of the Merger Agreement the Company pays in cash $1,500,000 to EF Hutton. 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 9 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. 2023 Non-Redemption Agreements The Sponsor entered into non-redemption agreements (“2023 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 2023 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. 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. 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. On December 9, 2024, in connection with the Company’s Special Annual Meeting, the Company’s stockholders redeemed 241,120 Class A shares of Common Stock for a total of $2,774,658, the amounts redeemed were paid out to stockholders on December 12, 2024. The Company evaluated the current status and probability of completing a Business Combination as of December 31, 2024 and concluded that it is probable that a contingent liability should be recorded. As of December 31, 2024 and 2023, the Company recorded $2,550,897 and $2,523,150, respectively, of excise tax liability calculated as 1% of shares redeemed on March 10, 2023, December 15, 2023 and December 9, 2024. 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. As a result, as of December 31, 2024, the Company accrued $310,728 for penalties and interest related to the redemptions that occurred in year ended December 31, 2023 that have not been paid or filed by December 31, 2024. Capital Markets Advisor Fees On September 9, 2024, BurTech entered into an Advisory Services Engagement Letter with Jefferies to serve as its exclusive capital markets advisor in connection with the contemplated transaction involving Legacy Blaize (i.e., the Business Combination) (the “Jefferies Engagement Letter”), pursuant to which Jefferies would be eligible for a fee of $4,500,000 contingent upon the closing of a Business Combination and for reimbursement of expenses up to $500,000. The Business Combination was completed in January 2025, and as of December 31, 2024, no liability has been recognized for the contingent fee as the contingency (completion of the Business Combination) did not occur until after the balance sheet date. On April 7, 2025, Jefferies commenced a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, seeking summary judgment in lieu of complaint. The lawsuit alleges that pursuant to the Jefferies Engagement Letter, Jefferies was entitled to receive a fee of $4,500,000 conditional on the Closing of the Business Combination, with the option for the Company to defer up to $1,000,000 of this fee for up to 12 months post-closing, and $500,000 in reimbursable expenses. Jefferies alleges that as of March 31, 2025, no fees have been paid to Jefferies under the Jefferies Engagement Letter. Jefferies seeks $3,500,000 for its fees, as well as $500,000 in expense reimbursement, as well as pre-and post-judgment interest and attorneys’ fees and legal costs incurred in connection with the lawsuit. The Company has retained counsel and intends to vigorously defend the litigation, but there can be no assurances that the litigation will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. Company Support Agreement On December 22, 2023, concurrently with the execution of the Merger Agreement, certain stockholders of Legacy Blaize entered into a Company Support Agreement (the “Company Support Agreement”) with the Company and Legacy 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 Legacy 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 Legacy 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, Blaize, the Sponsor, certain significant securityholders of Legacy Blaize and certain of their respective affiliates will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which 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 Blaize common stock and other equity securities of 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, Blaize will enter into lock-up agreements (the “Lock-up Agreements”) with (i) certain of Blaize’s directors and officers, (ii) certain stockholders of Blaize and (iii) Burkhan, in each case, restricting the transfer of Blaize common stock and any shares of Blaize common stock issuable upon the exercise or settlement, as applicable, of Blaize Options or 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 earlier of (x) the date that is 180 days after the Closing, (y) the last reported sale price of 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 (z) the liquidation of Blaize. On January 13, 2025, immediately following the Closing, the Company entered into the Lock-up Agreements discussed above. Backstop Subscription Agreement On April 22, 2024, the Sponsor entered into a backstop subscription agreement (the “Backstop Subscription Agreement”) with the Company and Legacy 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, “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 (see Note 9). The Backstop Subscription Agreement was waived at the execution of the Non-Redemption Agreements (below). Non-Redemption Agreement On December 31, 2024, the Company entered into an agreement (“Non-Redemption Agreement”) with one or more unaffiliated stockholders of the Company (each, an “Investor”) who agreed not to redeem (or validly rescind any redemption requests on) their shares of Class A common stock, par value $0.0001 per share of the Company, in connection with the Special Meeting held on December 23, 2024. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, Legacy Blaize and the Sponsor, have agreed to guarantee that each Investor receives a return of $1.50 per Non-Redeemed Share whether Investor (i) sells the Non-Redeemed Shares in the open market or (ii) exercises its option to require the Company to repurchase the Non-Redeemed Shares in accordance with the Non-Redemption Agreement. Entering into the Non-Redemption Agreement is expected to increase the amount of funds that remain in the Company’s trust account following the Business Combination. The Company accounts for its Non-Redemption Agreement in accordance with the guidance contained in ASC 815-40, “Derivatives and Hedging”, under which the Non-Redemption Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the Non-Redemption Agreement as a liability at its fair value and adjusts the Non-Redemption 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 (see Note 9).

- Definition

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.

+ References + Details

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 50,237,000	$ 3,213,000
Restricted cash	251,000	0
Accounts receivable, net	55,000	11,000
Accounts receivable – related party (Note 13)	0	467,000
Inventories	8,561,000	6,522,000
Prepaid expenses and other current assets	14,837,000	2,836,000
Total current assets	73,690,000	13,049,000
Property and equipment, net	2,081,000	1,555,000
Deferred income tax assets	2,157,000	1,033,000
Operating lease right of use assets	1,773,000	2,423,000
Other assets	815,000	579,000
Total assets	80,516,000	18,639,000
Current liabilities:
Demand notes	0	4,750,000
Accounts payable	7,904,000	14,925,000
Accrued expenses and other current liabilities	11,996,000	7,464,000
Accrued loss on purchase commitments	603,000	3,588,000
Accrued compensation	1,613,000	1,938,000
Income tax payable	2,109,000	1,000
Current operating lease liabilities	578,000	569,000
Warrant liabilities, current portion	14,711	0
Convertible notes, current portion	148,629,000	14,641,000
Total current liabilities	188,143,000	47,876,000
Long-term operating lease liabilities	1,166,000	1,791,000
Warrant liabilities	0	3,730,000
Convertible notes	0	18,064,000
Other liabilities	1,670,000	391,000
Commitments and contingencies (Note 12)
Total liabilities	190,979,000	71,852,000
Stockholders' deficit:
Common stock, Value	0	0
Treasury stock, at cost: 124,225 shares at December 31, 2024 and 2023	0	0
Additional paid-in capital	145,441,000	141,496,000
Accumulated deficit	(429,251,000)	(368,056,000)
Total stockholders' deficit	(283,810,000)	(226,560,000)
Deferred underwriting commissions	11,100,000	1,500,000
Total liabilities and stockholders' deficit	80,516,000	18,639,000
Redeemable Convertible Preferred Stock
Current liabilities:
Redeemable convertible preferred stock - $0.00001 par value; 96,650,097 shares authorized as of December 31, 2024 and 2023, respectively; 44,494,703 shares issued and outstanding at December 31, 2024 and 2023, respectively; liquidation preference of $173,347 as of December 31, 2024 and 2023, respectively	173,347,000	173,347,000
BURTECH ACQUISITION CORP [Member]
Current assets:
Cash and cash equivalents	1,506	0
Restricted cash	757,336	843,313
Due from sponsor	0	318,888
Trust Account - Restricted for Redeeming Shareholders	0	24,539,002
Total current assets	758,842	25,701,203
Investments held in Trust Account	47,558,112	46,893,175
Total assets	48,316,954	72,594,378
Current liabilities:
Accrued expenses	4,882,163	2,123,846
Franchise tax payable	200,000	35,800
Due to Trust Account	0	318,888
Income tax payable	517,179	1,027,644
Redeemed stock payable to public stockholders	0	24,539,002
Convertible promissory note - related party	1,500,000	810,345
Advances from sponsor	2,971,258	0
Excise tax payable	2,861,625	2,523,150
Derivative liability - Non-Redemption Agreement	1,084,963	0
Total current liabilities	14,017,188	31,378,675
Total liabilities	24,079,688	41,441,175
Stockholders' deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Accumulated deficit	(23,362,085)	(15,839,811)
Total stockholders' deficit	(23,361,003)	(15,838,729)
Deferred underwriting commissions	10,062,500	10,062,500
Class A common stock subject to possible redemption, 4,104,543 and 4,345,663 shares at redemption value of approximately $11.60 and $10.81 as of December 31, 2024 and 2023, respectively	47,598,269	46,991,932
Total liabilities and stockholders' deficit	48,316,954	72,594,378
BURTECH ACQUISITION CORP [Member] \| Class A common stock not subject to possible redemption
Stockholders' deficit:
Common stock, Value	$ 1,082	$ 1,082

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

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):


			December 31, 2024
	Level 1		Level 2		Level 3		Total
Assets:
U.S. Government treasury securities	$	30,580	$	—	$	—	$	30,580
U.S. Government money market funds		9,247		—		—		9,247
Mutual funds		5,067		—		—		5,067

Total assets, measured at fair value	$	44,894	$	—	$	—	$	44,894

Liabilities:
Pay-to-Play convertible notes	$	—	$	—	$	15,942	$	15,942
2023 Convertible notes		—		—		132,687		132,687
Warrant liabilities		—		—		14,711		14,711

Total liabilities, measured at fair value	$	—	$	—	$	163,340	$	163,340


			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

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 years ended December 31, 2024 and 2023 was as follows (in thousands):


	Pay-to-Play Convertible notes		2023 Convertible notes		Warrant liabilities		Total
Balance at January 1, 2023	$	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
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		1,301		8,721		5,701		15,723

Balance at December 31, 2024	$	15,942	$	132,687	$	14,711	$	163,340

BURTECH ACQUISITION CORP [Member]

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


			Quoted Prices		Significant Other		Significant Other
	As of December 31,		in Active Markets		Observable Inputs		Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Accounts	$	47,558,112	$	47,558,112	$	—	$	—
Liabilities:
Derivative liability - Non-Redemption Agreement		1,084,963		—		—		1,084,963


			Quoted Prices		Significant Other		Significant Other
	As of December 31,		in Active Markets		Observable Inputs		Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market Funds held in Trust Accounts	$	71,432,177	$	71,432,177	$	—	$	—

Schedule of summary of changes in the fair value of financial instruments that are measured at fair value on a recurring basis


	Subscription Purchase			Non-Redemption
	Agreement			Agreement
Balance as of December 31, 2023	$	—		$	—
Initial Measurement on April 22, 2024		361,124			—
Initial Measurement on December 31, 2024		—			1,084,963
Change in estimated fair value		(361,124	)		—

Balance as of December 31, 2024	$	—		$	1,084,963

BURTECH ACQUISITION CORP [Member] | Backstop Subscription Agreement

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Summary of key inputs used to value the company's Backstop subscription agreement / Non-Redemption Agreement


	Initial
	Measurement(1)
Stock price	$	11.05
Risk-free rate		5.4	%
Weighted-average expected life (in years)		0.5
Market implied likelihood of Initial Business Combination		10.4	%

BURTECH ACQUISITION CORP [Member] | Non-Redemption Agreement

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Summary of key inputs used to value the company's Backstop subscription agreement / Non-Redemption Agreement


	Initial
	Measurement(1)
Stock price	$	15.00
Volatility		118.2	%
Risk-free rate		4.2	%
Debt rate		11.8	%
Weighted-average expected life (in years)		0.5

(1)	The initial measurement date of the Non-Redemption Agreement was December 31, 2024, as such, no remeasurement was required as of December 31, 2024.

Income Taxes - Income tax provision (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2024 USD ($)
BURTECH ACQUISITION CORP [Member]
Current federal tax expense benefit includes penalties and interest charges	$ 41,497

Segment Reporting - Schedule of net loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 1,554	$ 3,856
Cost of sales	579	3,656
Net loss	(61,195)	(87,589)
Single Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenues	1,554	3,856
Cost of sales	579	3,656
Employee costs	31,981	23,773
Technology costs	4,694	2,693
Depreciation and amortization	886	2,040
Net interest (income)/expense	(1,903)	255
Fair value changes and financing charges	16,187	49,454
Other segment items (a)	10,325	9,574
Net loss	$ (61,195)	$ (87,589)

Common stock and Stock-Based Compensation -Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Common stock and StockBased Compensation [Line Items]
Common Stock, Shares Authorized	175,095,000	175,095,000
Common Stock, Shares, Outstanding	17,519,999	17,454,353
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	35,560,434
Common Stock, Capital Shares Reserved for Future Issuance	96,123,126	75,514,616
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 17,000	$ 0
Share Price	$ 0.88	$ 0.25
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value	$ 2,800,000	$ 800,000
Unrecognized Compensation Expense	$ 18,200,000
Share Based Compensation Arrangement By Sharebased Payment Award Fair Value Assumptions WeightedAverage Period	2 years 4 months 24 days
Share-Based Payment Arrangement, Noncash Expense	$ 3,847,000	$ 2,483,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	21,329,457	15,141,280
Stock options available for future issuance [Member]
Common stock and StockBased Compensation [Line Items]
Common Stock, Capital Shares Reserved for Future Issuance	2,226,705	839,706
Restricted Stock Units (RSUs) [Member]
Common stock and StockBased Compensation [Line Items]
Unrecognized Compensation Expense	$ 6,300,000
Share-Based Payment Arrangement, Noncash Expense	$ 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%
Minimum Threshold Limit Of Shares Fair Value On Grant Date	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	Amended Plan
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares	4,655,274	4,916,829	137,909
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross		10,929,820
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	2,226,705
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	4,655,274
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period	6,000,000
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited	135,400
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	6,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number	6,000,000
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	36,363,184
Modification Of vesting Terms [Member]
Common stock and StockBased Compensation [Line Items]
Share-Based Payment Arrangement, Noncash Expense		$ 1,700,000

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Deferred underwriting fee payable	$ 11,100,000	$ 1,500,000
Cash equivalents and resticted cash balances		0
Cash and cash equivalents	49,300,000	2,200,000
Finance Lease, Liability	0	0
Goodwill and Intangible Asset Impairment	0	0
Share-Based Payment Arrangement, Expense	0	0
Foreign Currency Transaction Loss, before Tax	0.2
Federal Depository Insurance coverage Limit	$ 250,000,000
Highly Liquid Investments With an Original Maturity Description	90 days
Restricted Cash, Current	$ 251,000	0
US Treasury and Government [Member]
Summary of Significant Accounting Policies [Line Items]
Debt Securities	30,600,000
U S Government Money Market Fund [Member]
Summary of Significant Accounting Policies [Line Items]
Debt Securities	9,200,000
Mutual Fund [Member]
Summary of Significant Accounting Policies [Line Items]
Debt Securities	5,100,000
Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Accounts Receivable, Allowance for Credit Loss		400,000
Accounts Receivable, after Allowance for Credit Loss	$ 0	$ 500,000
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	98.00%	98.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk [Member] \| One Customer [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage		100.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk [Member] \| First Customer In Two Customer [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	77.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk [Member] \| Second Customer In Two Customer [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	21.00%

Description Of Organization And Business Operations

12 Months Ended

Dec. 31, 2024

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

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. As of December 31, 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.

Merger Agreement

On January 13, 2025 (the “Closing Date”), BurTech Acquisition Corp. (“BurTech”) and its subsidiary, BurTech Merger Sub, Inc, (“Merger Sub”), and Blaize, Inc. (“Legacy Blaize”) consummated the transaction contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024), with BurTech Merger Sub, Inc., Blaize, Inc., and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company and affiliate of BurTech (“Burkhan”). Under the Merger Agreement, Merger Sub was merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of BurTech (the “Business Combination” and, together with the other transactions contemplated by the Merger Agreement, the “Merger”).

Concurrent with the Merger, BurTech was renamed Blaize Holdings, Inc. (“Blaize Holdings”). Beginning on January 14, 2025, Blaize Holdings’ common stock and warrants trade on NASDAQ under the ticker symbols “BZAI” and “BZAIW”, respectively.

Prior to the Merger, BurTech LP LLC was the sponsor of BurTech (the “Sponsor”) and with the close of the Merger either BurTech LP LLC or its affiliated entities, has remained a significant shareholder in Blaize Holdings.

The equity exchange and other financing-related matters associated with the Merger are summarized as follows:

Legacy Blaize Convertible Promissory Notes and Equity

Immediately before the closing of the Merger, the convertible notes outstanding plus all accrued and unpaid interest, each of the issued and outstanding shares of redeemable convertible preferred stock, and all outstanding warrants, net exercised, were automatically converted into shares of the Company’s common stock. Upon the consummation of the Merger, each share of the Company’s common stock issued and outstanding were canceled and converted into the right to receive shares of Blaize Holdings Class A common stock and each share of Merger Sub Capital Stock was converted into one share of Blaize Holdings Class A common stock, par value $0.0001.

Further upon the Closing Date, (i) each Company option granted was converted into (a) the right to receive a number of Blaize Holdings Earnout Shares and (b) a Blaize Holdings option, upon substantially the same terms and conditions as in effect with respect to the corresponding Company option and (ii) each Company RSU granted was converted into (a) the right to receive a number of Blaize Holdings Earnout Shares and (b) a Blaize Holdings restricted stock unit (“RSU”), upon substantially the same terms and conditions as in effect with respect to the corresponding Blaize RSU.

Earnout Arrangement with holders of Legacy Blaize Common Stock and outstanding equity awards

Concurrent with the Closing Date, holders of the Company common stock and outstanding equity awards (including stock options and RSU holders) agreed to the right to receive up to an aggregate amount of 15,000,000 shares of Blaize Holdings Class A Common

Stock (the “Earnout Shares”) during specified periods following the Merger (the “Earnout Period”) that will be issued if the following targets or triggering events are achieved:

•

3,750,000 Earnout Shares will be issued upon the occurrence of the first date during the Earnout Period on which the closing stock price of Blaize Holdings Class A Common Stock is greater than or equal to $12.50 per share for twenty (20) trading days within a thirty (30) consecutive trading day period;

•

3,750,000 Earnout Shares will be issued upon the occurrence of the first date during the Earnout Period on which the closing stock price of Blaize Holdings Class A Common Stock is greater than or equal to $15.00 per share for twenty (20) trading days within a thirty (30) consecutive trading day period;

•

3,750,000 Earnout Shares will be issued upon the occurrence of the first date during the Earnout Period on which the closing stock price of Blaize Holdings Class A Common Stock is greater than or equal to $17.50 per share for twenty (20) trading days within a thirty (30) consecutive trading day period;

•

3,750,000 Earnout Shares will be issued upon the occurrence of the first date during the Earnout Period on which the closing stock price of Blaize Holdings Class A Common Stock is greater than or equal to $20.00 per share for twenty (20) trading days within a thirty (30) consecutive trading day period.

Company employees entitled to receive Earnout Shares with respect to Blaize Holdings options and RSUs, must provide service through the date the target is achieved and if an employee departs, the Earnout Shares are reallocated to the remaining pool of recipients who received the right to the Earnout Shares on the Closing Date.

Additionally, Burkhan agreed to the right to receive up to an aggregate amount of 2,600,000 shares of Blaize Holdings Class A Common Stock following the occurrence of each triggering event stated above (the “Burkhan Earnout Shares”). The Burkhan Earnout Shares will vest in four equal tranches of 325,000 shares plus 325,000 Blaize Holdings Class A Common Stock multiplied by the cash ratio (the “Proportionate Shares Number”). The “Cash Ratio” is the ratio equal to (x) Available Acquiror Cash, divided by (y) the Minimum Cash Amount (both of such terms as defined in the Merger Agreements).

Other Arrangements entered into at time of Merger or assumed upon Merger:

Blaize Warrants

On January 13, 2025, upon closing of the Merger, 28,750,000 of public warrants and 898,250 of private warrants of BurTech that were outstanding immediately before to the Merger became warrants of Blaize Holdings.

PIPE Shares

From December 31, 2024 through January 13, 2025, BurTech and certain subscribers (each, a “Subscriber” and collectively, the “Subscribers”) entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) under which BurTech agreed to issue and sell to the Subscribers, immediately before the Closing Date, collectively, 1,540,300 shares of Class A Stock (the “PIPE Shares”) at a price per share equal to $10.00 (the “PIPE Investment”). Such shares that were outstanding immediately prior to the Merger became shares of Blaize Holdings. See Note 17.

Sponsor Note

On January 13, 2025, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, the Sponsor issued a secured promissory note and pledge agreement (the “Sponsor Note”) to BurTech (the “Holder”) in the principal amount of $8,753,744 bearing an interest rate of 7% with annual compounding, compounded on December 31 each year the Sponsor Note remains outstanding for the remaining principal amount of the Sponsor Note as at the maturity date, until such remaining principal amount is paid. Pursuant to the Sponsor Note, the Sponsor granted a first priority security interest in, and pledges, 2,000,000 shares of Class A Stock and all additions, accessions and substitutions to the Holder to secure the satisfaction by the Sponsor of all its obligations to the Holder under the Sponsor Note. The Sponsor Note was issued in connection with the consummation of the Business Combination in satisfaction of the acquiror transaction expenses (as defined in the Merger Agreement) that were due to third-party service providers on or immediately following the Merger. As consideration for entry into the Sponsor Note, BurTech issued 750,000 shares of Class A Stock (“Sponsor Note Shares”) to the Sponsor in accordance with the terms of the Sponsor Note (the “Sponsor Note Issuance” and together with the PIPE Investment, the “Private Placements”). The shares of Class A Stock issued in consideration for the Sponsor Note were offered in a private placement under the Securities Act, pursuant to the Sponsor Note. Upon the Closing Date, such shares and note remained outstanding instruments of Blaize Holdings. See Note 17.

Non-Redemption

Agreement

On and around December 31, 2024, BurTech entered into an agreement

(“Non-Redemption

Agreement”) with one or more unaffiliated stockholders of BurTech (each, an “Investor”) who agreed not to redeem (or validly rescind any redemption requests on) their shares of BurTech Class A common stock, par value $0.0001 per share of BurTech

(“Non-Redeemed

Shares”). In exchange for the foregoing commitments not to redeem the

Non-Redeemed

Shares, Blaize and BurTech LP LLC have agreed to guarantee that each Investor receives a return of $1.50 per

Non-Redeemed

Share whether an Investor (i) sells the

Non-Redeemed

Shares in the open market or (ii) exercises its option to require Blaize Holdings to repurchase the

Non-Redeemed

Shares in accordance with the

Non-Redemption

Agreement.

Registration Rights Agreement

Pursuant to the Merger Agreement, at the Closing Date, Blaize Holdings, the Sponsor, certain significant securityholders of the Company and certain of their respective affiliates entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), in which Blaize Holdings agreed to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of Blaize Holdings Class A Common Stock and other equity securities of Blaize Holdings 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

At the Closing Date, Blaize Holdings entered into

lock-up

agreements (the

“Lock-up

Agreements”) with (i) certain of Blaize Holdings’ directors and officers, (ii) certain stockholders of Blaize Holdings and (iii) Burkhan, in each case, restricting the transfer of Blaize Holdings Class A Common Stock and any shares of Blaize Holdings Class A Common Stock issuable upon the exercise or settlement, as applicable, of Blaize Holdings Options or Blaize Holdings RSUs held by it immediately after the effective time of the Merger. The restrictions under the

Lock-up

Agreements began at the Closing Date and end on the date that is 180 days after the Closing Date, or upon the earlier of (x) the last reported sale price of Blaize Holdings 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 Date and (y) the liquidation of Blaize Holdings.

Accounting for the Business Combination

The merger between the Company and BurTech will be accounted for as a reverse recapitalization, with BurTech being treated as the “acquired” company for financial reporting purposes. Blaize has been determined to be the accounting acquirer of BurTech based on the following facts and circumstances:

•

Blaize is the larger entity in terms of substantive operations and employee base and its operations represent the ongoing operations of the combined entity.

•

Blaize’s existing shareholders have the greatest voting interest in the combined entity.

•

Blaize’s existing shareholders have the ability to control decisions regarding election and removal of the combined entity’s board of directors.

•

Blaize’s senior management is the senior management of the combined entity.

•

The combined company name is named Blaize Holdings, Inc., i.e. the combined entity has assumed Blaize’s name.

For accounting purposes, the reverse recapitalization is the equivalent of the Company issuing stock for the net assets of BurTech, accompanied by a recapitalization. The net assets of BurTech will be stated at historical cost, with no goodwill or other intangible assets being recorded. Operations prior to the reverse recapitalization will be those of the Company. The consolidated financial statements as of and for the periods prior to December 31, 2024 have not been adjusted to reflect the Merger.

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 months 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, 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 $61.2 million and $87.6 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company had cash and cash equivalents of approximately $50.2 million, a net working capital deficit of $114.5 million, and an accumulated deficit of $429.3 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 financing and public or private equity offerings or other means. 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.

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.

BURTECH ACQUISITION CORP [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Description Of Organization And Business Operations

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

BurTech Acquisition Corp. (“BurTech” or the “Company”) is a blank check company incorporated in Delaware on March 2, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

The Company has one wholly owned inactive subsidiary, BurTech Merger Sub Inc. (the “Merger Sub”), a Delaware corporation, formed on December 6, 2023. The Company’s sponsor is BurTech LP LLC, (the “Sponsor”).

As of December 31, 2024, the Company had not commenced any operations. All activity for the period from March 2, 2021 (inception) through December 31, 2024 relates to the Company’s formation and the Initial Public Offering (the “IPO”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

Business Combination

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 (“Legacy 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 Legacy Blaize, whereupon the separate corporate existence of Merger Sub will cease and Legacy Blaize will be the surviving company and continue in existence as a direct, wholly owned subsidiary of BurTech, 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, BurTech will be renamed “Blaize Holdings, Inc.” (“Blaize”).

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 2025 Plan and 2025 ESPP (each as defined below) to 20% of the aggregate number of shares of the Company’s common stock issued and outstanding immediately after the closing of the Business Combination and the evergreen percentage for the 2025 Plan to 7% of the aggregate number of shares of the Company’s common stock issued and outstanding on the last day of the calendar year immediately preceding the year of the applicable evergreen increase.

•

The Company, Merger Sub, Legacy 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 Legacy Blaize Note Financing and the Legacy 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 Legacy 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.

On October 24, 2024, the Company, Legacy Blaize and Burkhan entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment to Merger Agreement”). The Second Amendment to Merger Agreement amended the original merger agreement to revise the Blaize Board designees to be comprised of nine members, including four individuals to be designated by Legacy Blaize (rather than two individuals to be designated by the Sponsor and two individuals to be designated by Legacy Blaize in the previous merger agreement) and five independent directors, designated by Legacy Blaize after consultation, in good faith, with the Company regarding the determination of the independent directors, with Lane M. Bess to be designated as the Chairman until a new chairperson is appointed by the Blaize Board.

On November 21, 2024, the Company, Legacy Blaize and Burkhan entered into an Amendment No. 3 to Agreement and Plan of Merger (the “Third Amendment to Merger Agreement”). The Third Amendment to Merger Agreement amended the original merger agreement to (i) revise the Blaize Board designees to be comprised of seven members, including two individuals to be designated by Legacy Blaize and five independent directors, designated by Legacy Blaize after consultation, in good faith, with the Company regarding the determination of the independent directors, with Lane M. Bess to be designated as the Chairman until a new chairperson is appointed by the Blaize Board, (ii) remove the agreement between the Company, Sponsor and Burkhan to enter into the Stockholders’ Agreement at the closing of the Business Combination and to remove such Form of Stockholders’ Agreement as an exhibit to the original merger agreement and (iii) replace the proposed Third Amended and Restated Certificate of Incorporation with a new Form of Third Amended and Restated Certificate of Incorporation to reflect that the Blaize Board will not be a classified board.

Special Meeting and Closing of the Transactions

On December 23, 2024, the Company held a special meeting in lieu of the 2024 annual meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the Proxy Statement/Prospectus.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on January 13, 2025 (the “Closing Date”), the Business Combination was consummated (the “Closing”).

Prior to the Business Combination

The registration statement for the Company’s IPO was declared effective on December 10, 2021 (the “Effective Date”). On December 15, 2021, the Company completed the IPO of 28,750,000 units, including 3,750,000 units from the full exercise of the overallotment option by the underwriters, at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”). Each Unit consists of one Class A common stock and one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A common stock at a price of $11.50 per share.

Simultaneously with the consummation of the IPO, the Company consummated the private placement of 898,250 units (the “Private Placement Units”) to the Sponsor, including 93,750 units from the full exercise of the overallotment option by the underwriters, at a price of $10.00 per units, generate an aggregate of $8,982,500 proceeds.

Transaction costs amounted to $16,919,619 consisting of $2,875,000 of underwriting commissions, $10,062,500 of deferred underwriting commissions, $3,456,652 fair value of class A shares issued to the underwriters and $525,467 of other offering costs. In addition, $1,539,541 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

Nasdaq rules require that a company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. The board of directors will make the determination as to the fair market value of the initial Business Combination. If the board of directors is not able to independently determine the fair market value of the initial Business Combination, the Company will obtain an opinion from an independent investment banking firm or another independent entity that

commonly renders valuation opinions with respect to the satisfaction of such criteria. While the Company considers it unlikely that the board of directors will not be able to make an independent determination of the fair market value of the initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial Business Combination must be approved by a majority of the Company’s independent directors.

Following the closing of the IPO on December 15, 2021, $291,812,500 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was deposited into a trust account (the “Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule

2a-7

under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations and up to $100,000 of interest that may be used for the Company’s dissolution expenses, the proceeds from the IPO and the sale of the placement units held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 15 months from the closing of the IPO or (ii) with respect to any other provision relating to stockholders’ rights or

pre-Business

Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 15 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.15 per public share, however, there is no guarantee that investors will receive $10.15 per share upon redemption.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificates of amendment on March 10, 2023 and December 11, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company initially had only 15 months from the closing of the IPO (the “Combination Period”) to complete the initial Business Combination. The Company has extended the Combination Period in which the Company may complete the Initial Business Combination on March 10, 2023 (see below). If the Company is unable to complete the initial Business Combination within the Combination Period (and the stockholders have not approved an amendment to the Company’s charter extending this time period), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on

deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

On March 10, 2023, the Company and Sponsor entered into

non-redemption

agreements

(“Non-Redemption

Agreements”) with one or more unaffiliated third party or parties in exchange for such third party or third parties agreeing not to redeem up to an aggregate of 4,597,648 shares of the Company’s Class A common stock sold in its initial public offering

(“Non-Redeemed

Shares”) in connection with the special meeting of the stockholders called by the Company (the “Special Meeting”), In exchange for the foregoing commitments not to redeem such

Non-Redeemed

Shares, the Sponsor has agreed to transfer to such third party or third parties up to an aggregate of 1,274,412 shares of the Company’s Class A common stock held by the Sponsor immediately following the consummation of an initial business combination if they continue to hold such

Non-Redeemed

Shares through the Special Meeting. During the Special Meeting the Shareholders approved an extension of time for the Company to consummate an initial business combination from March 15, 2023 to December 15, 2023 (the “Extension”), and to amend the Trust Management Agreement with Continental Stock & Transfer Company, dated as of December 10, 2021.

On March 10, 2023, the Company’s stockholders redeemed 22,119,297 shares. As a result, approximately $227.8 million (approximately $10.30 per share) was removed from the Company’s trust account to pay such holders. Following redemptions, the Company had 6,630,703 shares of Class A common stock outstanding, and approximately $68.0 million remained in the Company’s trust account.

On December 11, 2023 (the “Second Special Meeting”), the Company entered into an amendment to the investment management trust agreement dated as of December 10, 2021, with Continental Stock Transfer & Trust Company (the “Second Trust Amendment”). Pursuant to the Second Trust Amendment, the Company has the right to extend the time to complete a business combination twelve (12) times, each such extension for an additional one (1) month period (each an “Extension”), until December 15, 2024, by depositing into the Trust Account the lesser of $0.03 per unredeemed share of Class A common stock or $150,000 (the “Extension Payment”) for each

one-month

Extension. The Company’s stockholders redeemed 2,285,040 shares during the Second Special Meeting. As a result, approximately $24.5 million (approximately $10.74 per share) was removed from the Company’s trust account to pay such shareholders. This amount was removed from the Trust Account on January 5, 2024 to pay such shareholders. From January through November, the Sponsor deposited $130,370 approximately the 15th of each month into the Trust Account to extend the life of the Company from January 15, 2024 to December 15, 2024.

In connection with the stockholders’ vote at the Third Special Meeting of stockholders held by the Company on December 9, 2024, The Company’s stockholders redeemed 241,120 shares during the Third Special Meeting. As a result, approximately $2.7 million (approximately $11.51 per share) was removed from the Company’s trust account to pay such holders. The amount was removed from the Trust Account on December 12, 2024. In conjunction with these redemptions, the stockholders also voted on extending the extended liquidation from December 15, 2024 to May 15, 2025, (the “extended liquidation date”) extending the life of the Company to complete an initial business combination. The Company has the right to extend the time to complete a business combination until May 15, 2025, by depositing into the Trust Account the lesser of $0.05 per unredeemed share of Class A common stock or $205,227 (the “New Extension Payment”) for each

one-month

Extension. On December 15, 2024 the Sponsor deposited $205,227 on into the Trust Account to extend the life of the Company to January 15, 2025.

In addition, the Company has agreed that funds held in the Company’s trust account, including any interest thereon, will not be used to pay for any excise tax liabilities with respect to any future redemptions prior to or in connection with the Extension, an initial business combination or the liquidation of the Company. The Sponsor of the Company will pay the excise tax when it becomes due.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares, placement shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or

pre-initial

Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares held by them

if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations.

On October 11, 2023, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of NASDAQ indicating that it was not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Listing Rule”) for failing to maintain a minimum of 400 Total Holders for continued listing, which is required by the Nasdaq Global Market. The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. The Notice states that the Company has 45 calendar days from the date of the Notice, or until November 27, 2023, to submit a plan to regain compliance with the Listing Rule, and if accepted, Nasdaq may grant the Company up to 180 calendar days from the date of the Notice, or until April 8, 2024, to regain compliance. BurTech submitted a plan to Nasdaq to regain compliance with the Listing Rule on November 27, 2023. On April 16, 2024, the Company reported 522 total holders of stock, meeting the minimum 400 total holders requirement for The Nasdaq Global Market as per Listing Rule 5450(a)(2). The Company has received confirmation of compliance from Staff on April 26, 2024, closing the matter.

On December 11, 2024, the Company received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company did not comply with Nasdaq Interpretive Material

IM-5101-2

(“IM-5101-2”),

and that its securities are now subject to delisting. Pursuant to

IM-5101-2,

the Company, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since the Company did not complete its initial business combination by December 10, 2024, the Company did not comply with

IM-5101-2,

and its securities are now subject to delisting. Unless the Company requests a timely appeal of this determination by Nasdaq, trading of the Company’s securities on Nasdaq will be suspended at the opening of business on December 18, 2024, and a Form

25-NSE

will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing on Nasdaq. The Company will not appeal Nasdaq’s determination to delist the Company securities and accordingly, the Company’s securities will be suspended from trading on Nasdaq at the opening of business on December 18, 2024. The Company plans to transfer its securities to OTC for quotation under the same ticker symbols following the delisting of the Company’s securities on Nasdaq.

On July 18, 2024, the Company and Legacy Blaize filed the registration statement Form

S-4

related the Business Combination detailed below.

On December 23, 2024, the Company held a special meeting in lieu of the 2024 annual meeting of the stockholders of the Company (the “Special Meeting”) in connection with the Business Combination and other related matters, as described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on December 2, 2024 (the “Proxy Statement”).

In connection with the stockholders’ vote on December 23, 2024 (discussed above) and after certain Investors entered into the

Non-Redemption

Agreements, 937,844 shares were tendered for redemption on January 12, 2025. As a result, approximately $10.9 million (approximately $11.58 per share) will be removed from the Company’s trust account to pay such holders, after taking into account additional allocation of payments to cover any tax obligation of the Company, such as franchise taxes, but not including any excise tax, since that date. Following redemptions and execution of the

Non-Redemption

Agreements, the Company will have approximately $36.6 million in the Company’s trust account. In connection with the

Non-Redemption

Agreements, approximately $33.1 million will be transferred into a separate escrow account with Continental Stock Transfer & Trust Company at the closing of the Business Combination and held until such

Non-Redeemed

Shares are either sold in the market and/or put to the Company in accordance with the procedures described above and such funds are then distributed to the Investors and Company accordingly.

Liquidity and Going Concern

As of December 31, 2024, the Company had $1,506 in cash, $757,336 in restricted cash, and $47,558,112 in investments held in trust. Restricted cash is held exclusively for payment of current tax liabilities and $40,157 of over withdrawn interest from the Trust Account. As of December 31, 2024, $4,214,138 of the amount on deposit in the Trust Account represents interest income.

Our liquidity needs up to December 31, 2024 had been satisfied through a payment from our sponsor of $25,000 for the Founder Shares to cover certain offering costs, the loan under an unsecured promissory note from the Sponsor of $1,500,000, working capital advances from the Sponsor and the net proceeds from the consummation of the Initial Public Offering held outside of the trust account. As of December 31, 2024, the Company had $1,500,000 outstanding under a Convertible Promissory Note and $2,971,258 outstanding as advances from sponsor.

Until the consummation of the Business Combination, the Company will use the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

As discussed above, the Company consummated the Closing on January 13, 2025. As such, management of Legacy Blaize has determined that due to the incurred recurring losses and negative cash flows incurred and projected, there is a liquidity condition due to working capital restrictions.

On September 9, 2024, BurTech entered into an Advisory Services Engagement Letter with Jefferies to serve as its exclusive capital markets advisor in connection with the contemplated transaction involving Legacy Blaize (i.e., the Business Combination) (the “Jefferies Engagement Letter”), pursuant to which Jefferies would be eligible for a fee of $4,500,000 contingent upon the closing of a Business Combination and for reimbursement of expenses up to $500,000.

On April 7, 2025, Jefferies commenced a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, seeking summary judgment in lieu of complaint. The lawsuit alleges that pursuant to the Jefferies Engagement Letter, Jefferies was entitled to receive a fee of $4,500,000 conditional on the Closing of the Business Combination, with the option for the Company to defer up to $1,000,000 of this fee for up to 12 months post-closing, and $500,000 in reimbursable expenses. Jefferies alleges that as of March 31, 2025, no fees have been paid to Jefferies under the Jefferies Engagement Letter. Jefferies seeks $3,500,000 for its fees, as well as $500,000 in expense reimbursement, as well as

pre-and

post-judgment interest and attorneys’ fees and legal costs incurred in connection with the lawsuit. Such contingent obligation could require the use of cash or impact the collection of cash in future periods; however, we are unable to accurately predict the timing and estimate the amount of such contingent obligation as of December 31, 2024.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification Subtopic

205-40,

“Presentation of Financial Statements – Going Concern,” Management has determined that the liquidity condition due to insufficient working capital, described above, raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the consolidated financial statements are issued.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management is currently evaluating the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

The Company’s results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the

COVID-19

pandemic, including reassurance and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination.

Restricted Cash, Due from Sponsor, and Trust Payable

In accordance with the Trust agreement, the Company is permitted to withdraw funds from the trust account to pay its tax obligations, including income and franchise taxes. During the year ended December 31, 2024, the Company withdrew $664,838 from the trust account for the purposes of settling its current tax liabilities. During the year ended December 31, 2023 the Company identified that $318,888 was erroneously withdrawn from the trust account and used for operating expenses. The sponsor has committed to reimburse the Company for this amount, ensuring that the trust account will be made whole. The amounts due from the sponsor and related payable to the trust account as of December 31, 2024 and 2023 amounted to nil and $318,888, respectively. As of December 31, 2024 and 2023, the balance in restricted cash in the amount of $757,336 and $843,313, respectively, on the accompanying consolidated balance sheets, represents amounts withheld from the trust account available exclusively for payment of current tax liabilities, except for 2024 which includes $40,157 over withdrawn from the Trust Account for taxes.

Summary of Significant Accounting Policies - Summary Of Contract with customer, contract asset, contract liability, and receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Balance at January 1	$ 1,100	$ 1,830
Addition of deferred revenue	0	3,113
Recognition of revenue	(1,100)	(3,843)
Balance at December 31	$ 0	$ 1,100

- Definition

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.

+ References + Details

Common stock and Stock-Based Compensation-Summary Of Company Recorded Stock-Based Compensation Expense For Stock Options (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 3,847	$ 2,483
Research and Development Expense [Member]
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	1,106	372
Selling, General and Administrative Expenses [Member]
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 2,741	$ 2,111

- Definition

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.

+ References

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
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-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
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-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
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-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))
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 3
-Subparagraph (SX 210.6-03(i)(2)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479886/946-10-S99-3

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Summary of Lease, Cost

The components of the net lease cost reflected in the Company’s consolidated statements of operations were as follows for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023
Operating lease costs	$	817	$	989
Short-term lease costs		26		46

	$	843	$	1,035

Supplemental information related to operating leases was as follows for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	785	$	1,008
Right-of-use assets obtained in exchange for lease liabilities	$	—	$	1,673
Right-of-use assets and lease liabilities extinguished upon termination of lease, net gain	$	—	$	108
Short-term variable lease expenses	$	52	$	202

Summary of Lessee, Operating Lease, Liability, to be Paid, Maturity

As of December 31, 2024, future minimum lease payments under the Company’s

non-cancelable

operating leases are as follows (in thousands):


	Operating lease obligations
	Operating lease obligations
2025	$	721
2026		534
2027		421
2028		357
2029		13

Total		2,046
Less: imputed interest		(302	)

Present value of net future minimum lease payments		1,744
Less: short-term operating lease liabilities		(578	)

Long-term operating lease liabilities	$	1,166

Commitments and Contingencies (Details)								12 Months Ended		24 Months Ended
Commitments and Contingencies (Details)	Dec. 23, 2024 USD ($) shares	Dec. 09, 2024 USD ($) shares	Sep. 19, 2024 USD ($)	Apr. 22, 2024 USD ($) $ / shares shares	Dec. 11, 2023 USD ($) shares	Mar. 10, 2023 USD ($) $ / shares shares	Dec. 15, 2021 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) Item $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 15, 2025	Apr. 26, 2024 USD ($)
Loss Contingencies [Line Items]
Deferred underwriting commissions								$ 11,100,000	$ 1,500,000
Price per share \| $ / shares								$ 0.88	$ 0.25
Purchase Commitment, Remaining Minimum Amount Committed								$ 200,000
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.
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable									$ 25,000,000
Shares Issued \| shares								17,519,999	17,454,353
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%
Common stock, par value per share \| $ / shares								$ 0.00001	$ 0.00001
Inventory purchases related to purchase obligation								$ 4,300,000	$ 4,400,000
Deferred Offering Costs And Accrued Liabilities Associated With Contract								0.6
Advisory fee								$ 800,000
Reset price per share \| $ / shares								$ 10
Floor price per share \| $ / shares								1
Number of share price held at reset date \| $ / shares								$ 10
Number of sharing share held \| shares								300,000
Restricted Stock Units (RSUs) [Member]
Loss Contingencies [Line Items]
Shares Issued \| shares								6,000,000
Stock issued during period, shares, restricted stock award, gross \| shares								6,936,285
Earnout Common Stock
Loss Contingencies [Line Items]
Shares Issued \| shares									16,300,000
Lock up Agreement \| Merger Agreement
Loss Contingencies [Line Items]
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
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination								30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences								20 days
Lock up Agreement \| Merger Agreement \| Class A common stock subject to possible redemption
Loss Contingencies [Line Items]
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
accrued losses [Member]
Loss Contingencies [Line Items]
Loss Contingency, Accrual, Noncurrent								$ 600,000	$ 3,600,000
Blaize Holdings, Inc.
Loss Contingencies [Line Items]
Business acquisition, share price \| $ / shares								$ 10
Backstop Subscription Agreement
Loss Contingencies [Line Items]
Trust Amount Before Payment Of Expenses				$ 30,000,000,000
Backstop Subscription Agreement \| Class A common stock
Loss Contingencies [Line Items]
Per Share Divided Factor Of Number Of Shares For Merger				10.00%
letter agreement [Member]
Loss Contingencies [Line Items]
Stock Forfeited During Period Share \| shares				2,000,000
BURTECH ACQUISITION CORP [Member]
Loss Contingencies [Line Items]
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
Deferred underwriting commissions							$ 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
Excise tax liability recorded								2,861,625	2,523,150
Accrued penalties and interest								310,728	0
BURTECH ACQUISITION CORP [Member] \| EF Hutton
Loss Contingencies [Line Items]
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
Loss Contingencies [Line Items]
Number of shares redeemed \| shares		241,120			2,285,040	22,119,297
Value of shares redeemed		$ 2,774,658			$ 24,539,002	$ 227,776,035
Excise tax liability recorded								$ 2,550,897	$ 2,523,150
Percentage of Shares Redeemed										1.00%
BURTECH ACQUISITION CORP [Member] \| Class A common stock
Loss Contingencies [Line Items]
Common stock, par value per share \| $ / shares								$ 0.0001	$ 0.0001
BURTECH ACQUISITION CORP [Member] \| Lock up Agreement \| Merger Agreement
Loss Contingencies [Line Items]
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
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination								30 days
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences								20 days
BURTECH ACQUISITION CORP [Member] \| Lock up Agreement \| Merger Agreement \| Class A common stock subject to possible redemption
Loss Contingencies [Line Items]
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
BURTECH ACQUISITION CORP [Member] \| Backstop Subscription Agreement
Loss Contingencies [Line Items]
Backstop amount				$ 30,000,000
BURTECH ACQUISITION CORP [Member] \| Backstop Subscription Agreement \| Sponsor
Loss Contingencies [Line Items]
Backstop amount				$ 30,000,000
Price per share \| $ / shares				$ 10
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements
Loss Contingencies [Line Items]
Number of shares redeemed \| shares	937,844
Value of shares redeemed	$ 10,900,000
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Class A common stock
Loss Contingencies [Line Items]
Common stock, par value per share \| $ / shares								0.0001
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Sponsor
Loss Contingencies [Line Items]
Return of per share of non-redeemed share \| $ / shares								1.5
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Founder Shares
Loss Contingencies [Line Items]
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
Loss Contingencies [Line Items]
Measurement input						75
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Founder Shares \| Implied volatility
Loss Contingencies [Line Items]
Measurement input						0.0416
BURTECH ACQUISITION CORP [Member] \| Non-Redemption Agreements \| Founder Shares \| Measurement Input, Exercise Price [Member]
Loss Contingencies [Line Items]
Measurement input						10.24
New Blaize [Member]
Loss Contingencies [Line Items]
Common stock, par value per share \| $ / shares								$ 10

Basis Of Presentation And Summary Of Significant Accounting Policies (Policies) 1

12 Months Ended

Dec. 31, 2024

Basis of Presentation

Basis of Presentation and Principles of Consolidation

Emerging Growth Company

Emerging Growth Company Status

Use of Estimates

stock-based

Cash and Cash Equivalents

Offering Costs associated with the Initial Public Offering

Deferred Offering Costs

Income Taxes

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.

Net Income (Loss) Per Common Stock

Net Loss Per Share

Concentration of Credit Risk

Recent Accounting Standards

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU

2023-07,

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

In October 2021, the FASB issued ASU

2021-08,

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

BURTECH ACQUISITION CORP [Member]

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the U.S. (“GAAP”) and pursuant to the rules and regulations of the SEC.

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 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 consolidated financial statements.

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

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 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, 2024 and 2023, the Company had $1,506 and $0 in cash, respectively, and no cash equivalents. As of December 31, 2024 and 2023, the Company also had $757,336 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

As of December 31, 2024 and 2023, the Company had $47,558,112 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 December 31, 2024 and 2023, 4,104,543 and 4,345,663 Class A common stock subject to possible redemption, respectively, 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 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, 2024 and 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 December 31, 2024 and 2023. During the year ended December 31, 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 balance sheets as of December 31, 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 U.S. 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 (14.4)% and 43.4% for the year ended December 31, 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.

Net Income (Loss) 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 (losses) earnings per share for the year ended December 31, 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 (loss) income per common stock is the same as basic net (loss) 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 (loss) income per share for each class of common stock:


	Year Ended December 31,
	2024									2023
	Class A						Class B			Class A				Class B
	Redeemable			Non-Redeemable			Non-Redeemable			Redeemable		Non-Redeemable		Non-Redeemable
	common stock			common stock			common stock			common stock		common stock		common stock
Numerator:
Allocation of net income	$	(1,176,526	)	$	(2,937,005	)	$	(1	)	$	660,301	$	112,586	$	566,255
Denominator:
Weighted-average shares outstanding (1)		4,333,146			10,816,995			5			10,578,271		1,803,670		9,071,610

Basic and diluted net income per share	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	0.06	$	0.06	$	0.06

(1)	Weighted-average shares outstanding includes common stock subject to redemption.

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. As of December 31, 2024 and 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 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”).

Fair Value of Derivative Liability –

Non-Redemption

Agreement

The Company accounts for its

Non-Redemption

Agreement (see Note 6) in accordance with the guidance contained in ASC

815-40,

“Derivatives and Hedging”, under which the

Non-Redemption

Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the

Non-Redemption

Agreement as a liability at its fair value and adjusts the

Non-Redemption

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

Non-Redemption

Agreement is valued using a Monte Carlo model.

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 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 consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU

2023-07,

“Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU

2023-07

as required for the year ended December 31, 2024. The adoption requires the Company to provide additional disclosures, but otherwise it does not materially impact its 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 its consolidated financial statement.

Segment Information - Schedule of Segment Reporting Information, By Segment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Cash and restricted cash	$ 50,488,000	$ 3,213,000	$ 4,913,000
Operating costs	49,189,000	42,384,000
BURTECH ACQUISITION CORP [Member]
Segment Reporting Information [Line Items]
Cash and restricted cash	758,842	843,313
Investments held in Trust Account	47,558,112	46,893,175
Operating costs	4,459,541	3,040,539
Interest income earned on Trust Account	$ 2,465,138	$ 5,751,596

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2024

Redeemable Convertible Preferred Stock [Abstract]

Redeemable Convertible Preferred Stock [Text Block]

Note 10. Redeemable Convertible 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 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 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 consolidated statements of operations.

The authorized, issued and outstanding shares of the redeemable convertible preferred stock and liquidation preferences as of December 31, 2024 and 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(In thousands)

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 7) 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 such date (see Note 7).

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, (ii) 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.

On the Closing Date, all outstanding preferred stock was converted to common stock upon the execution of the Merger (see Note 1).

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

Note 9. Leases

The Company’s lease obligations primarily consist of operating leases for its headquarters complex and domestic and international office facilities, with lease periods expiring between fiscal years 2026 and 2029, some of which include options to extend up to 12 months. The Company does not have any leases that include residual value guarantees.

Payments under the lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the operating lease assets and liabilities. These amounts include variable payments for maintenance services, utilities, and other expenses.

During the year ended December 31, 2023, the Company executed three lease renewals for a period of five years and extinguished one lease prior to its scheduled termination date. The loss recognized on lease termination was immaterial.

The components of the net lease cost reflected in the Company’s consolidated statements of operations were as follows for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023
Operating lease costs	$	817	$	989
Short-term lease costs		26		46

	$	843	$	1,035

As of December 31, 2024, the Company’s operating leases had a weighted average remaining lease term of 3.2 years and a weighted average discount rate related to the Company’s ROU assets and lease liabilities of 9.9%. As of December 31, 2023, the Company’s operating leases had a weighted average remaining lease term of 4.0 years and a weighted average discount rate related to the Company’s ROU assets and lease liabilities of 9.8%.

Supplemental information related to operating leases was as follows for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	785	$	1,008
Right-of-use assets obtained in exchange for lease liabilities	$	—	$	1,673
Right-of-use assets and lease liabilities extinguished upon termination of lease, net gain	$	—	$	108
Short-term variable lease expenses	$	52	$	202

As of December 31, 2024, future minimum lease payments under the Company’s

non-cancelable

operating leases are as follows (in thousands):


	Operating lease obligations
	Operating lease obligations
2025	$	721
2026		534
2027		421
2028		357
2029		13

Total		2,046
Less: imputed interest		(302	)

Present value of net future minimum lease payments		1,744
Less: short-term operating lease liabilities		(578	)

Long-term operating lease liabilities	$	1,166

Condensed Consolidated Statements Of Operations - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenues [Abstract]
Total revenue	$ 1,554,000	$ 3,856,000
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization)	579,000	3,656,000
Research and development	25,094,000	18,115,000
Selling, general and administrative	22,413,000	17,303,000
Depreciation and amortization	886,000	2,040,000
Loss on purchase commitments	0	1,165,000
Transaction costs	217,000	105,000
Total costs and expenses	49,189,000	42,384,000
Other income (expense), net:
Pay-to-Play financing charge	0	(35,832,000)
Debt financing charge on convertible notes	(464,000)	(3,145,000)
Other income (expense), net	1,903,000	(255,000)
Gain (loss) on foreign exchange transactions	(228,000)	50,000
Change in fair value of convertible notes	(10,022,000)	(9,532,000)
Change in fair value of warrant liabilities	(5,701,000)	(945,000)
Total other income, net	(14,512,000)	(49,659,000)
Total loss before income taxes	(62,147,000)	(88,187,000)
Benefit from income taxes	(952,000)	(598,000)
Net loss	(61,195,000)	(87,589,000)
Loss from operations	(47,635,000)	(38,528,000)
Other income, net
Total other income, net	(14,512,000)	(49,659,000)
Income (loss) before provision for income taxes	(62,147,000)	(88,187,000)
Provision for income taxes	952,000	598,000
Net loss	$ (61,195,000)	$ (87,589,000)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (3.5)	$ (20.79)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (3.5)	$ (20.79)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	17,476,105	4,213,244
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	17,476,105	4,213,244
Hardware revenue
Revenues [Abstract]
Total revenue	$ 29,000	$ 16,000
Related Party [Member] \| Engineering services revenue
Revenues [Abstract]
Total revenue	1,525,000	3,840,000
BURTECH ACQUISITION CORP.
Costs and expenses:
Total costs and expenses	4,459,541	3,040,539
Other income (expense), net:
Total other income, net	1,380,175	5,751,596
Total loss before income taxes	(3,596,353)	2,366,786
Benefit from income taxes	517,179	1,027,644
Net loss	(4,113,532)	1,339,142
Penalties and interest on excise tax	310,728
Franchise tax expense	206,259	344,271
Loss from operations	(4,976,528)	(3,384,810)
Other income, net
Interest income earned on Trust Account	2,465,138	5,751,596
Change in fair value of derivative liability - Non-Redemption Agreement	(1,084,963)	0
Total other income, net	1,380,175	5,751,596
Income (loss) before provision for income taxes	(3,596,353)	2,366,786
Provision for income taxes	(517,179)	(1,027,644)
Net loss	$ (4,113,532)	$ 1,339,142
BURTECH ACQUISITION CORP. \| Class A common stock subject to redemption
Other income, net
Net income (loss) per share, basic (in dollars per share)	$ (0.27)	$ 0.06
Net income (loss) per share, diluted (in dollars per share)	$ (0.27)	$ 0.06
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	4,333,146	10,578,271
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	4,333,146	10,578,271
BURTECH ACQUISITION CORP. \| Non-redeemable Class A common stock
Other income, net
Net income (loss) per share, basic (in dollars per share)	$ (0.27)	$ 0.06
Net income (loss) per share, diluted (in dollars per share)	$ (0.27)	$ 0.06
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	10,816,995	1,803,670
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	10,816,995	1,803,670
BURTECH ACQUISITION CORP. \| Class B Common Stock
Other income, net
Net income (loss) per share, basic (in dollars per share)	$ (0.27)	$ 0.06
Net income (loss) per share, diluted (in dollars per share)	$ (0.27)	$ 0.06
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic (in shares)	5	9,071,610
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted (in shares)	5	9,071,610

Basis Of Presentation And Summary Of Significant Accounting Policies - Reconciliation of Net (Loss) Income Per Common Stock (Details)1 - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Weighted-average shares outstanding - basic	17,476,105	4,213,244
Weighted average shares outstanding, diluted (in shares)	17,476,105	4,213,244
Class A common stock subject to redemption \| BURTECH ACQUISITION CORP [Member]
Subsidiary, Sale of Stock [Line Items]
Allocation of net income, basic	$ (1,176,526)	$ 660,301
Allocation of net income, diluted	$ (1,176,526)	$ 660,301
Weighted-average shares outstanding - basic	4,333,146	10,578,271
Weighted average shares outstanding, diluted (in shares)	4,333,146	10,578,271
Net income per share - basic	$ (0.27)	$ 0.06
Net income per share - diluted	$ (0.27)	$ 0.06
Non-Redeemable Class A common stock \| BURTECH ACQUISITION CORP [Member]
Subsidiary, Sale of Stock [Line Items]
Allocation of net income, basic	$ (2,937,005)	$ 112,586
Allocation of net income, diluted	$ (2,937,005)	$ 112,586
Weighted-average shares outstanding - basic	10,816,995	1,803,670
Weighted average shares outstanding, diluted (in shares)	10,816,995	1,803,670
Net income per share - basic	$ (0.27)	$ 0.06
Net income per share - diluted	$ (0.27)	$ 0.06
Non-Redeemable Class B common stock \| BURTECH ACQUISITION CORP [Member]
Subsidiary, Sale of Stock [Line Items]
Allocation of net income, basic	$ (1)	$ 566,255
Allocation of net income, diluted	$ (1)	$ 566,255
Weighted-average shares outstanding - basic	5	9,071,610
Weighted average shares outstanding, diluted (in shares)	5	9,071,610
Net income per share - basic	$ (0.27)	$ 0.06
Net income per share - diluted	$ (0.27)	$ 0.06

Income Taxes - Income tax provision (Details) - USD ($)	12 Months Ended
Income Taxes - Income tax provision (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Federal:
Current	$ (256,000)	$ 0
Deferred	0	0
Provision for income taxes	(952,000)	(598,000)
BURTECH ACQUISITION CORP [Member]
Federal:
Current	517,179	1,027,644
Deferred	(215,580)	(187,264)
Change in valuation allowance	215,580	187,264
Provision for income taxes	$ 517,179	$ 1,027,644

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: 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 2: 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 3: 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 4: 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 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

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.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Fair Value Measurements (Details) - USD ($)	12 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023	Apr. 22, 2024
BURTECH ACQUISITION CORP [Member]
Liabilities:
Derivative Liability	$ 1,084,963	$ 0
Change in fair value of derivative liability	(1,084,963)	0
Backstop Subscription Agreement
Assets:
Assets, Total	44,894,000
Liabilities:
Financial Liabilities Fair Value Disclosure	163,340,000	36,435,000
Backstop Subscription Agreement \| Pay to Play Convertible Notes [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	15,942,000	14,641,000
Backstop Subscription Agreement \| Two Thousand Twenty Three Convertible Notes [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	132,687,000	18,064,000
Backstop Subscription Agreement \| Warrant Liabilities [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	14,711,000	3,730,000
Backstop Subscription Agreement \| BURTECH ACQUISITION CORP [Member]
Liabilities:
Derivative Liability	0		$ 361,124
Change in fair value of derivative liability	0
Non-Redemption Agreement \| BURTECH ACQUISITION CORP [Member]
Liabilities:
Derivative Liability	1,084,963
Fair Value on Recurring Basis \| Backstop Subscription Agreement \| BURTECH ACQUISITION CORP [Member]
Liabilities:
Derivative Liability	1,084,963
U.S. Government treasury securities \| Backstop Subscription Agreement
Assets:
Assets, Total	30,580,000
U.S. Money Market Funds held in Trust Account \| Backstop Subscription Agreement
Assets:
Assets, Total	9,247,000
Mutual funds \| Backstop Subscription Agreement
Assets:
Assets, Total	5,067,000
U.S. Money Market Fund Held In Trust Account \| Fair Value on Recurring Basis \| BURTECH ACQUISITION CORP [Member]
Assets:
Assets, Total	47,558,112	71,432,177
Level 1 \| Backstop Subscription Agreement
Assets:
Assets, Total	44,894,000
Level 1 \| U.S. Government treasury securities \| Backstop Subscription Agreement
Assets:
Assets, Total	30,580,000
Level 1 \| U.S. Money Market Funds held in Trust Account \| Backstop Subscription Agreement
Assets:
Assets, Total	9,247,000
Level 1 \| Mutual funds \| Backstop Subscription Agreement
Assets:
Assets, Total	5,067,000
Level 1 \| U.S. Money Market Fund Held In Trust Account \| Fair Value on Recurring Basis \| BURTECH ACQUISITION CORP [Member]
Assets:
Assets, Total	47,558,112	71,432,177
Level 3 \| Backstop Subscription Agreement
Liabilities:
Financial Liabilities Fair Value Disclosure	163,340,000	36,435,000
Level 3 \| Backstop Subscription Agreement \| Pay to Play Convertible Notes [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	15,942,000	14,641,000
Level 3 \| Backstop Subscription Agreement \| Two Thousand Twenty Three Convertible Notes [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	132,687,000	18,064,000
Level 3 \| Backstop Subscription Agreement \| Warrant Liabilities [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	14,711,000	$ 3,730,000
Level 3 \| Fair Value on Recurring Basis \| Backstop Subscription Agreement \| BURTECH ACQUISITION CORP [Member]
Liabilities:
Derivative Liability	$ 1,084,963

Supplementary Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Prepaid Expenses And Other Current Assets [Line Items]
Total prepaid expenses and other current assets	$ 14,837,000	$ 2,836,000
Prepaid Expenses and Other Current Assets [Member]
Prepaid Expenses And Other Current Assets [Line Items]
Deferred Offering Costs	11,121,000	1,491,000
Software licenses and maintenance	510,000	311,000
Advances paid to contract manufacturer	161,000	144,000
Other receivables	51,000	441,000
Prepaid subscriptions	131,000	83,000
Other	843,000	366,000
Total prepaid expenses and other current assets	14,837,000	2,836,000
Prepaid Taxes	$ 2,020	$ 0

Fair Value Measurements - Backstop Subscription Agreement / Non-Redemption Agreement (Details) - BURTECH ACQUISITION CORP [Member]	Dec. 31, 2024 USD ($) yr
Stock Price \| Backstop Subscription Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input \| $	11.05
Stock Price \| Non-Redemption Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input \| $	15
Volatility \| Non-Redemption Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	118.2
Risk-free Rate \| Backstop Subscription Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	5.4
Risk-free Rate \| Non-Redemption Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	4.2
Debt Rate \| Non-Redemption Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	11.8
Weighted-Average Expected Life (in years) \| Backstop Subscription Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input \| yr	0.5
Weighted-Average Expected Life (in years) \| Non-Redemption Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input \| yr	0.5
Market implied likelihood of Initial Business Combination \| Backstop Subscription Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	10.4

Stockholders' Deficit - Warrants (Details)	12 Months Ended
Stockholders' Deficit - Warrants (Details)	Dec. 31, 2024 Days $ / shares shares
Class of Warrant or Right [Line Items]
Share price trigger used to measure dilution of warrant	$ 11.5
Warrants \| Redemption of warrants when the price per class A ordinary share equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Adjustment two of redemption price of stock based on market value and newly issued price (as a percent)	180.00%
BURTECH ACQUISITION CORP [Member]
Class of Warrant or Right [Line Items]
Number of shares issuable per warrant \| shares	1
Threshold trading days for calculating Market Value \| Days	20
BURTECH ACQUISITION CORP [Member] \| Warrants
Class of Warrant or Right [Line Items]
Threshold period for registration statement to be effective after which warrants can be exercised on a cashless basis	60 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 9.2
Percentage of gross proceeds on total equity proceeds	60.00%
Threshold issue price for capital raising purposes in connection with the closing of a Business Combination	$ 9.2
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
BURTECH ACQUISITION CORP [Member] \| Public Warrants
Class of Warrant or Right [Line Items]
Public Warrants expiration term	5 years
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
BURTECH ACQUISITION CORP [Member] \| Public Warrants \| Redemption of warrants when the price per class A ordinary share equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants \| Days	30
Threshold Number of Business Days Before Sending Notice of Redemption to Warrant Holders \| Days	3
Minimum threshold written notice period for redemption of public warrants	30 days

Income Taxes - Schedule of Components of the (Benefit from) Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Current:
US Federal	$ (256)	$ 0
US States	1	1
Foreign	427	(492)
Total current	172	(491)
Deferred:
US Federal	0	0
US States	0	0
Foreign	(1,124)	(107)
Total deferred	(1,124)	(107)
Provision for income taxes	$ (952)	$ (598)

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Basis Of Presentation And Summary Of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Use of Estimates

stock-based

Cash and Cash Equivalents

Restricted Cash

Accounts Receivable, Net

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

Leases

right-of-use

non-cancelable,

lease term when determining the lease assets and liabilities. As of December 31, 2024 and 2023, 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

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.

Deferred Offering Costs

Impairment of

Long-Lived

Assets

Whenever events or changes in circumstances indicate that the carrying amount of

long-lived

Embedded Derivative Evaluation

non-operating

income or expense.

Convertible Notes

2020-06

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

Redeemable Convertible Preferred Stock

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.


	2024			2023

Balance at January 1	$	1,100		$	1,830
Addition of deferred revenue		—			3,113
Recognition of revenue		(1,100	)		(3,843	)

Balance at December 31	$	—		$	1,100

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

Research and Development

Advertising Costs

Income Taxes

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 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.

Level

2 -

Level 3

Foreign Currency

Concentration of Credit Risk

Net Loss Per Share

Segment Reporting

Emerging Growth Company Status

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU

2023-07,

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

In October 2021, the FASB issued ASU

2021-08,

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

Recently Issued Accounting Pronouncements – Not Yet Adopted

In November 2024, the FASB issued ASU

2024-04,

Debt – Debt with Conversion and Other Options (Subtopic

470-20):

Induced Conversions of Convertible Debt Instruments.

This ASU clarifies guidance on the requirements for determining whether certain

In November 2024, the FASB issued ASU

2024-03,

Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses

In December 2023, the FASB issued ASU

2023-09,

Income Taxes (Topic 740): Improvements to Income Tax 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

BURTECH ACQUISITION CORP [Member]

Basis Of Presentation And Summary Of Significant Accounting Policies

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

Basis of Presentation

Revision to Prior Financial Statements

Principles of Consolidation

Emerging Growth Company

non-emerging

Use of Estimates

Cash and Cash Equivalents

Investments Held in Trust Account

Common Stock Subject to Possible Redemption

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC

340-10-S99-1,

Income Taxes

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

Net Income (Loss) Per Common Stock

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock:


	Year Ended December 31,
	2024									2023
	Class A						Class B			Class A				Class B
	Redeemable			Non-Redeemable			Non-Redeemable			Redeemable		Non-Redeemable		Non-Redeemable
	common stock			common stock			common stock			common stock		common stock		common stock
Numerator:
Allocation of net income	$	(1,176,526	)	$	(2,937,005	)	$	(1	)	$	660,301	$	112,586	$	566,255
Denominator:
Weighted-average shares outstanding (1)		4,333,146			10,816,995			5			10,578,271		1,803,670		9,071,610

Basic and diluted net income per share	$	(0.27	)	$	(0.27	)	$	(0.27	)	$	0.06	$	0.06	$	0.06

(1)	Weighted-average shares outstanding includes common stock subject to redemption.

Concentration of Credit Risk

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-measurement

Fair Value of Derivative Liability –

Non-Redemption

Agreement

The Company accounts for its

Non-Redemption

Agreement (see Note 6) in accordance with the guidance contained in ASC

815-40,

“Derivatives and Hedging”, under which the

Non-Redemption

Agreement does not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the

Non-Redemption

Agreement as a liability at its fair value and adjusts the

Non-Redemption

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

Non-Redemption

Agreement is valued using a Monte Carlo model.

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 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 consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU

2023-07,

2023-07

Stockholders' Deficit

12 Months Ended

Dec. 31, 2024

BURTECH ACQUISITION CORP [Member]

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 December 31, 2024 and 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 December 31, 2024 and 2023, there were 10,816,995 shares issued and outstanding (excluding 4,104,543 and 4,345,663 shares subject to possible redemption as of December 31, 2024 and 2023, respectively and excluding 2,285,040 shares to be redeemed as of 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.

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, 2024 and 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).

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.

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.

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.

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 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.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases - Summary of Operating Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 785	$ 1,008
Right-of-use assets obtained in exchange for lease liabilities	0	1,673
Right-of-use assets and lease liabilities extinguished upon termination of lease, net of gain	0	108
Short-term variable lease expenses	$ 52	$ 202

Convertible Notes and Demand Notes

12 Months Ended

Dec. 31, 2024

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 prom

sory 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 $

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 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, 2024 and 2023, the Company recognized a change in fair value from the P2P Notes of approximately $1.3 million and $2.6 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 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 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 year ended December 31, 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. 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. During the year ended December 31, 2024, the Company did not enter into any Exchange Agreements with eligible common shareholders.

On the Closing Date, as provided by the terms of the P2P notes, the outstanding P2P Notes were converted, at the option of the holders, to common stock upon the execution of the Merger (see Note 1).

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 year ended December 31, 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 year ended December 31, 2024, $11.5 million was received from BurTech (see Note 1), $2.4 million from miscellaneous parties, and $96.8 million 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 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 years ended December 31, 2024 and 2023, the Company recognized a change in fair value of approximately $8.7 million and $6.9 million, 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.

One investor who purchased a 2023 Convertible Note also received an RSU grant for a total of 6,000,000 RSUs (see Note 13) 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 6,000,000 awards outstanding and issue 6,000,000 shares of common stock (see Note 13).

The scheduled maturities of the Company’s outstanding convertible notes as of December 31, 2024 is as follows (in thousands):


Year ending December 31, 2025	$	148,629
Less: Current portion		(148,629	)

Long-term portion	$	—

On the Closing Date, as provided by the terms of the 2023 Convertible Note Agreement, the outstanding 2023 Convertible Notes were converted, at the option of the holders, to common stock upon the execution of the Merger (see Note 1).

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 Note 13). In April 2024, the Company repaid the total outstanding principal and interest of $5.0 million.

Net Loss Per Share Attributable to Common Shareholders

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Shareholders

Note 14. Net Loss Per Share Attributable to Common Shareholders

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, 2024 and 2023:


	2024			2023
Numerator:
Net loss	$	(61,195	)	$	(87,589	)
Net loss

Denominator:
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		17,476,105			4,213,244

Net loss per share attributable to common stockholders, basic and diluted	$	(3.50	)	$	(20.79	)


	2024			2023
Redeemable convertible preferred stock		44,494,703			44,494,703
Stock options		36,363,184			16,437,980
Restricted stock units		4,655,274			4,916,829
Series D and D-2 preferred stock warrants		756,172			1,094,667
Pay-to-Play warrants (estimated See Note 8)		1,127,088			721,086
Convertible Notes warrants - 2023		(a	)		(a	)
Common stock warrants		—			2,063
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			—

Total potentially dilutive shares		93,896,421			74,674,910

(a)	The number of warrants shares to be issued upon exercise of the 2023 Convertible Note Warrants is not determinable due to the variable settlement terms (see Note 8).

Income Taxes - Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Statutory federal income tax rate (in percent)	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Change in valuation allowance	(16.60%)	(9.00%)
Income tax provision	1.40%	0.70%
BURTECH ACQUISITION CORP [Member]
Statutory federal income tax rate (in percent)	21.00%	21.00%
State taxes, net of federal tax benefit	0.00%	0.00%
Fair value of Non-Redemption Agreement liability	(6.40%)
Transaction costs	(20.00%)	14.30%
Fines and penalties	(3.00%)	0.20%
Change in valuation allowance	(6.00%)	7.90%
Income tax provision	(14.40%)	43.40%

Summary of Significant Accounting Policies - Summary Of Property Plant And Equipment (Details)	Dec. 31, 2024
Computer Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Software and Software Development Costs [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	8 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	0 years

Net Loss Per Share Attributable to Common Shareholders - Schedule Of Potentially Dilutive Securities (Details) - shares	3 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule Of Potentially Dilutive Securities
Redeemable convertible preferred stock	44,494,703	44,494,703
Stock options	36,363,184	16,437,980
Restricted stock units	4,655,274	4,916,829
Series D and D-2 preferred stock warrants	756,172	1,094,667
Pay-to-Play warrants (estimated See Note 8)	1,127,088	721,086
Common stock warrants	0	2,063
Pre-funded warrant (estimated See Note 8)	2,000,000	7,007,582
Pre-funded warrant April 2024	4,500,000	0
Total potentially dilutive shares	93,896,421	74,674,910