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Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Nov. 10, 2025	Jan. 13, 2025	Oct. 17, 2025	Sep. 30, 2025	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Advisory fee						$ 800
Common stock, par value per share				$ 0.0001	$ 0.0001	$ 0.0001	$ 0.00001
Aggregate purchase price				$ 2,238	$ 2,538
Proceeds from issuance of common stock					$ 20,024
B Riley [Member] \| Committed Equity Facility [Member]
Subsequent Event [Line Items]
Stock issued (in shares)					8,410,321
Issuance of common stock to advisors, Shares					8,410,321
Proceeds from issuance of common stock					$ 33,400
Subsequent Event [Member] \| Committed Equity Facility [Member]
Subsequent Event [Line Items]
Proceeds from issuance of common stock			$ 13,400
Subsequent Event [Member] \| Polar Private Placement [Member]
Subsequent Event [Line Items]
Warrants to purchase shares, per share	$ 5
Stock issued (in shares)	9,375,000
Number of warrants to purchase shares issued	9,375,000
Issuance of common stock to advisors, Shares	9,375,000
Proceeds from issuance of common stock	$ 30,000
Term of warrants	5 years
Common stock price per share	$ 3.2
Subsequent Event [Member] \| Advisory Agreement
Subsequent Event [Line Items]
Advisory fee		$ 500
Capital Market Advisory Services		300
Amount Paid For Merger		$ 200
Stock issued (in shares)		50,000
Common stock, par value per share		$ 11.5
Number of warrants to purchase shares issued		50,000
Aggregate purchase price		$ 15,400
Issuance of common stock to advisors, Shares		50,000
Subsequent Event [Member] \| B Riley [Member] \| Committed Equity Facility [Member]
Subsequent Event [Line Items]
Stock issued (in shares)			2,736,587
Issuance of common stock to advisors, Shares			2,736,587

Net Loss Per Share - Schedule of calculation of diluted net loss per share attributable to common shareholders (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	85,408,516	55,878,802	85,408,516	55,878,802
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	29,318,783	12,736,621	29,318,783	12,736,621
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	8,791,483	3,743,578	8,791,483	3,743,578
Earnout Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	17,600,000		17,600,000
Common Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	50,000		50,000
Public Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	28,750,000		28,750,000
Private Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	898,250		898,250
Redeemable Convertible Preferred Stocks [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares		34,702,999		34,702,999
Legacy Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares		4,695,604		4,695,604

Fair Value Measurements - Summary of Company's Assets and Liabilities Measured Fair Value on Recurring Basis (Details) - Fair Value on Recurring Basis - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	$ 4,002	$ 44,894
Total liabilities, measured at fair value	20,716	163,340
Unissued common stock liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value	155
Earnout share liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value	20,561
Legacy Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value		14,711
2023 convertible notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value		132,687
Pay-to-Play convertible notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value		15,942
U.S. Government treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value		30,580
U.S. Government money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	41	9,247
Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	3,836	5,067
Committed Equity Facility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	125
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	3,877	44,894
Total liabilities, measured at fair value	155
Level 1 \| Unissued common stock liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value	155
Level 1 \| U.S. Government treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value		30,580
Level 1 \| U.S. Government money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	41	9,247
Level 1 \| Mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	3,836	5,067
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	125
Total liabilities, measured at fair value	20,561	163,340
Level 3 \| Earnout share liabilities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value	20,561
Level 3 \| Legacy Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value		14,711
Level 3 \| 2023 convertible notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value		132,687
Level 3 \| Pay-to-Play convertible notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total liabilities, measured at fair value		$ 15,942
Level 3 \| Committed Equity Facility [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets, measured at fair value	$ 125

Subsequent Events	9 Months Ended	12 Months Ended
Subsequent Events	Sep. 30, 2025	Dec. 31, 2024
Subsequent Event [Line Items]
Subsequent Events	Note 19. Subsequent Events The Company has evaluated subsequent events through the date of issuance of these condensed consolidated financial statements and determined that the following subsequent events, other than those disclosed elsewhere in the condensed consolidated financial statements, are reportable: Subsequent Sales of Securities Under the Committed Equity Facility From October 1, 2025 through October 17, 2025, the Company settled an additional 2,736,587 shares of newly-issued common stock, sold to B. Riley under the Committed Equity Facility, for net proceeds of $13.4 million. As of the date of issuance of these condensed consolidated financial statements, the Company had settled a total of 8,410,321 shares of common stock, sold to B. Riley under the Committed Equity Facility, for net proceeds of $33.4 million. November 10, 2025 Private Placement On November 10, 2025, the Company and affiliates of Polar Asset Management Partners Inc. (“Polar”) entered into a Securities Purchase Agreement (the “Polar Private Placement”). Pursuant to the Polar Private Placement, the Company agreed to the direct sale of 9,375,000 shares of the Company’s common stock at a purchase price of $3.20 per share and the issuance of 9,375,000 warrants to purchase additional shares of the Company’s common stock, resulting in aggregate gross proceeds of approximately $30.0 million, before deducting offering expenses. The warrants have a term of five years and are immediately exercisable, with an exercise price of $5.00 per share. The Company intends to use the net proceeds from the Polar Private Placement for general corporate and working capital purposes.	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).

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

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

Fair Value Measurements

Note 5. 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 value hierarchy:


	As of September 30, 2025
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Mutual funds	$	3,836	$	—	$	—	$	3,836
U.S. Government money market funds		41		—		—		41
Committed equity facility		—		—		125		125

Total assets, measured at fair value	$	3,877	$	—	$	125	$	4,002

Liabilities:
Unissued shares of common stock	$	155	$	—	$	—	$	155
Other earnout shares		—		—		20,561		20,561

Total liabilities, measured at fair value	$	155	$	—	$	20,561	$	20,716


	As of December 31, 2024
(Amounts in thousands)	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:
2023 convertible notes	$	—	$	—	$	132,687	$	132,687
Pay-to-Play convertible notes		—		—		15,942		15,942
Legacy warrants		—		—		14,711		14,711

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

Level 1 instruments consisted of mutual funds, U.S. Government money market funds and U.S. Government treasury securities, because they were valued using quoted prices in active markets and can be redeemed on any business days with an intermediary. Additionally, the accrued liability associated with unissued shares of common stock due to advisors of the Company under service contracts is included as a Level 1 instrument in accrued expenses and other current liabilities on the condensed consolidated balance sheet as of September 30, 2025, as it uses the Company’s share price as of period end for remeasurement.

Level 3 instruments consist of the Other Earnout Shares (see Note 3), the day-one put right and subsequent-draw forward contracts associated with the Committed Equity Facility (see Notes 6 and 13) as well as the historical convertible notes and legacy warrants.

Changes in the fair value measurement of Level 3 instruments are related to unrealized gains (losses) resulting from the remeasurement of the historical convertible notes and legacy warrants (see Notes 9 and 10), the unissued shares of common stock, the Other Earnout Shares, and the Committed Equity Facility (see Notes 6 and 13). The respective changes for remeasurement are reflected in the change in fair value of convertible notes, change in fair value of warrants, change in fair value of the other earnout shares and change in fair value of committed equity facility in the condensed consolidated statements of operations.

The change in the fair values of the Company’s Level 3 instruments during the three and nine months ended September 30, 2025 and 2024, were as follows:


(Amounts in thousands)	Committed equity facility			Pay-to-Play convertible notes			2023 convertible notes			Legacy warrants			Other earnout shares			Total
Balance as of December 31, 2024	$	—		$	15,942		$	132,687		$	14,711		$	—		$	163,340
Issuance of other earnout shares		—			—			—			—			126,024			126,024
Committed equity facility - day one put option		443			—			—			—			—			443
Committed equity facility - drawdown forward contracts		(255	)		—			—			—			—			(255	)
Change in estimated fair value		(63	)		27,232			138,471			60,345			(105,463	)		120,522
Conversion to common stock		—			(43,174	)		(271,158	)		(75,056	)		—			(389,388	)

Balance as of September 30, 2025	$	125		$	—		$	—		$	—		$	20,561		$	20,686


(Amounts in thousands)	Committed equity facility			Pay-to-Play convertible notes			2023 convertible notes			Legacy warrants			Other earnout shares			Total
Balance as of June 30, 2025	$	—		$	—		$	—		$	—		$	16,763		$	16,763
Committed equity facility - day one put option		443			—			—			—			—			443
Committed equity facility - drawdown forward contracts		(255	)		—			—			—			—			(255	)
Change in estimated fair value		(63	)		—			—			—			3,798			3,735

Balance as of September 30, 2025	$	125		$	—		$	—		$	—		$	20,561		$	20,686


(Amounts in thousands)	Committed equity facility			Pay-to-Play convertible notes			2023 convertible notes			Legacy warrants			Other earnout shares			Total
Balance as of December 31, 2023	$	—		$	14,641		$	18,064		$	3,730		$	—		$	36,435
Issuance of 2023 convertible notes and related warrants		—			—			105,902			4,816			—			110,718
Issuance of common stock warrants		—			—			—			464			—			464
Change in estimated fair value		—			1,336			24,585			(1,255	)		—			24,666

Balance as of September 30, 2024	$	—		$	15,977		$	148,551		$	7,755		$	—		$	172,283


(Amounts in thousands)	Committed equity facility			Pay-to-Play convertible notes			2023 convertible notes			Legacy warrants			Other earnout shares			Total
Balance as of June 30, 2024	$	—		$	16,042		$	133,088		$	7,665		$	—		$	156,795
Change in estimated fair value		—			(65	)		15,463			90			—			15,488

Balance as of September 30, 2024	$	—		$	15,977		$	148,551		$	7,755		$	—		$	172,283

There were no transfers between Level 1, Level 2, or Level 3 of the fair value hierarchy

dur

ing the three and nine months ended September 30, 2025 and 2024.

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).

- 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

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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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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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+ Details

Segment Information - Additional Information (Details)	9 Months Ended
Segment Information - Additional Information (Details)	Sep. 30, 2025 Segment
Segment Reporting Information [Line Items]
Number of reportable segment	1

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

Cover Page	9 Months Ended
Cover Page	Sep. 30, 2025
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

Leases - Schedule of Supplemental Information Related to Operating Leases (Details) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Cash paid for amounts included in the measurement of operating lease liabilities	$ 644	$ 577
Right-of-use assets obtained in exchange for lease liabilities	$ 431		$ 0	$ 1,673

Common Stock (Tables)

9 Months Ended

Sep. 30, 2025

Stockholders' Equity Note [Abstract]

Summary of Common Stock Reserved for Issuance

Shares of common stock reserved for issuance are as follows:


	As of September 30, 2025		As of December 31, 2024
Stock options		29,318,783		28,360,635
RSUs		10,764,848		3,630,447
Earnout shares		17,600,000		—
Common stock warrants		50,000		—
Public warrants		28,750,000		—
Private warrants		898,250		—
Employee stock purchase plan shares available for future purchase		3,047,669		—
Equity awards available for future issuance (1)		20,223,481		3,631,787
Legacy warrants		—		7,505,657

Total common stock reserved for issuance		110,653,031		43,128,526

(1)	As of September 30, 2025, includes 32,000 shares of vested RSUs due to an advisor to satisfy an outstanding liability, which will be issued from the 2025 Equity Incentive Plan. Half of these awards were issued in exchange for shares of common stock due to the same advisor in prior periods.

Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 11,867	$ 781	$ 14,856	$ 1,553	$ 1,554	$ 3,856
Revenue recognized at a point in time
Disaggregation of Revenue [Line Items]
Revenue					361	16
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Revenue					$ 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

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+ 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

Net Loss Per Share - Schedule of computation of basic and dilutive net loss per share (Parenthetical) (Details)	9 Months Ended
	Sep. 30, 2025 shares
Earnings Per Share [Abstract]
RSUs vested that company is contractually obligated to issue	28,500
Restricted common stock, vested but unissued	1,944,865

Warrant Liabilities - Schedule Of Fair Value Of Warrants Outstanding (Details) (Parenthetical) - USD ($)	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Common Stock, Shares, Issued	106,754,588	48,376,052	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

Fair Value Measurements - Summary of Changes Fair Values of liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Issuance of pre-funded common stock warrants					$ 464	$ 505
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 16,763	$ 156,795	$ 163,340	$ 36,435	36,435
Issuance of other earnout shares			126,024
Committed equity facility - day one put option	443		443
Committed equity facility - drawdown forward contracts	(255)		(255)
Issuance of 2023 convertible notes and related warrants				110,718
Issuance of pre-funded common stock warrants				464
Change in estimated fair value	3,735	15,488	120,522	24,666
Conversion to common stock			(389,388)
Ending Balance	20,686	172,283	20,686	172,283	163,340	36,435
Level 3 \| Legacy Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		7,665	14,711	3,730	3,730
Issuance of 2023 convertible notes and related warrants				4,816
Issuance of pre-funded common stock warrants				464
Change in estimated fair value		90	60,345	(1,255)
Conversion to common stock			(75,056)
Ending Balance		7,755		7,755	14,711	3,730
Level 3 \| Other Earnout Shares [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	16,763
Issuance of other earnout shares			126,024
Change in estimated fair value	3,798		(105,463)
Ending Balance	20,561		20,561
Level 3 \| Committed Equity Facility [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Committed equity facility - day one put option	443		443
Committed equity facility - drawdown forward contracts	(255)		(255)
Change in estimated fair value	(63)		(63)
Ending Balance	$ 125		125
Level 3 \| Pay-to-Play Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		16,042	15,942	14,641	14,641
Change in estimated fair value		(65)	27,232	1,336
Conversion to common stock			(43,174)
Ending Balance		15,977		15,977	15,942	14,641
Level 3 \| 2023 Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance		133,088	132,687	18,064	18,064
Issuance of 2023 convertible notes and related warrants				105,902
Change in estimated fair value		15,463	138,471	24,585
Conversion to common stock			$ (271,158)
Ending Balance		$ 148,551		$ 148,551	$ 132,687	$ 18,064

Leases (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Leases [Abstract]

Schedule of lease cost and supplemental information

The components of the net lease costs reflected in the Company’s condensed consolidated statements of operations were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Operating	$	194	$	205	$	600	$	549
Short-term		5		6		15		26

Total lease costs	$	199	$	211	$	615	$	575

Supplemental information related to operating leases was as follows:


	Nine Months Ended September 30,
(Amounts in thousands)	2025		2024
Supplementary cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	644	$	577
Right-of-use assets obtained in exchange for lease liabilities		431		—

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

Schedule of future minimum lease payments under non-cancelable operating leases

Future minimum lease payments under the Company’s non-cancelable operating leases are as follows:


(Amounts in thousands)	As of September 30, 2025
2025	$	205
2026		758
2027		516
2028		349
2029		15

Total future lease payments		1,843
Less: Imputed interest		(217	)

Present value of net future minimum lease payments		1,626
Less: Operating lease liabilities, current		(678	)

Operating lease liabilities	$	948

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
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

Segment Reporting - Summary of Adjusted EBITDA (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2025

Sep. 30, 2024

Sep. 30, 2025

Sep. 30, 2024

Dec. 31, 2024

Dec. 31, 2023

Segment Reporting [Abstract]

Net loss

$ (26,258)

$ (25,607)

$ (203,608)

$ (54,503)

$ (61,195)

$ (87,589)

Depreciation and amortization

364

251

1,011

688

886

2,040

Provision for income taxes

222

348

(952)

(598)

Interest income, net

(693)

(1,273)

(1,406)

(1,677)

EBITDA

(26,566)

(26,574)

(203,781)

(55,144)

Stock-based compensation

9,486

359

28,092

1,042

3,847

2,483

Fair Value Changes And Financing Charges

4,424

15,488

121,511

25,130

Transaction costs

12,043

163

$ 217

$ 105

Non-cash inventory cost realignment adjustments

(112)

204

(656)

179

Other adjustments

^[1]

1,702

(32)

3,419

Adjusted EBITDA

$ (11,066)

$ (10,478)

$ (39,372)

$ (28,564)

[1]

“Other adjustments” includes, but is not limited to, other non-cash expenses, including foreign exchange gains and losses, and unusual or non-recurring expenses, including litigation expenses, financing advisory fees, and fines and penalties. The Company believes that these expenses are not reflective of its ongoing operating performance and excluding these costs provides a more meaningful comparison of its results of operations over comparative periods.

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 9,486	$ 359	$ 28,092	$ 1,042	$ 3,847	$ 2,483
Research and Development [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	3,700	189	12,871	539	1,106	372
Selling, General and Administrative [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 5,786	$ 170	$ 15,221	$ 503	$ 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.

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+ Details

Net Loss Per Share (Additional Information) (Details)	9 Months Ended
Net Loss Per Share (Additional Information) (Details)	Sep. 30, 2025
Earnings Per Share [Abstract]
Weighted Average Shares Outstanding Exchange Ratio	0.78

Supplementary Balance Sheet Information - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Prepaid Expenses And Other Current Assets [Line Items]
Total prepaid expenses and other current assets	$ 8,418	$ 14,837	$ 2,836
Prepaid Expenses and Other Current Assets [Member]
Prepaid Expenses And Other Current Assets [Line Items]
Deferred offering costs		11,121	1,491
Prepaid taxes		2,020	0
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

Segment Reporting - Schedule of net loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 11,867	$ 781	$ 14,856	$ 1,553	$ 1,554	$ 3,856
Cost of sales	10,091	476	11,222	1,039	579	3,656
Interest income, net	(693)	(1,273)	(1,406)	(1,677)
Fair value changes and financing charges	$ 4,424	$ 15,488	$ 121,511	$ 25,130
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
Interest income, net					(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)

Derivatives	9 Months Ended
Derivatives	Sep. 30, 2025
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivatives	Note 6. Derivatives The Company does not use derivatives to manage financial risks or as an economic hedge. The Company’s derivatives are comprised of the structured forward contract related to the Other Earnout Shares (see Notes 2, 3 and 5), the day-one put option and the subsequent forward contracts related to the Committed Equity Facility (see Notes 5 and 13). The Other Earnout Shares, issued upon the consummation of the Merger, were determined to represent a freestanding structured forward contract as the Other Earnout Share were issued for nominal or no apparent consideration, and contain the essential characteristics inherent in a derivative instrument, including an underlying security, a notional amount, and a mechanism for net settlement, as the terms provide for the delivery of a variable number of shares of the Company’s common stock, or equivalent value, based on changes in the underlying market price. The Committed Equity Facility, upon execution on July 14, 2025, was considered a freestanding purchased put right, and each draw on the Committed Equity Facility is considered an embedded forward contract. The put right was issued for nominal or no apparent consideration, and has the essential characteristics inherent in a derivative instrument of a notional amount, an underlying security, and a mechanism for net settlement. The derivative asset related to the forward contracts embedded within the Committed Equity Facility is included within prepaid expenses and other current assets on the condensed consolidated balance sheets as of September 30, 2025.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

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+ Details

Income Taxes - Schedule of the Domestic and Foreign Components of Loss From Operations Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
United States					$ (64,690)	$ (89,525)
Foreign					2,543	1,338
Total loss before income taxes	$ (26,237)	$ (25,552)	$ (203,386)	$ (54,155)	$ (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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+ Details

Convertible Notes and Demand Notes

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Convertible Notes and Demand Notes [Abstract]

Convertible Notes and Demand Notes

Note 9. Convertible Notes and Demand Notes

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 16). Pursuant to the 2022 P2P NPA, each Lender will pay the Company an agreed upon amount (“Consideration”) in return for one or more promissory notes. The P2P Notes had an initial 24-month term from the date of the 2022 P2P NPA, which is December 9, 2024.

The 2022 P2P NPA provided that the P2P Notes would be converted upon the consummation of the Merger and that, at such time, all outstanding principal and unpaid accrued interest due on the P2P Notes shall be converted into common stock.

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 condensed consolidated statements of operations. The notes were fair valued using a scenario-based method, considering varying levels of participation and four future event scenarios: Next Equity Financing, Maturity Conversion, Corporate Transaction, and Default. The conversion payout was calculated for each assumed event scenario, with probabilities estimated by management. The payout of the P2P Notes under each event scenario were discounted back to the valuation date using a discount rate aligned with the Company’s credit rating and the weighted average present value of each scenario used for the fair value of the P2P Notes. 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, 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 shareholders received an automatic pull-through of their converted common stock 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 purchased P2P Notes representing less than its pro rata portion of the Insider Amount, such investor’s converted common stock remained as converted common stock for that portion equal to the shortfall in its pro-rata contribution. 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.

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 Exchange Agreement totaled $0.1 million.

Upon the consummation of the Merger, as provided by the terms of the P2P notes, the outstanding P2P Notes were converted, at the discretion of the holders, to shares of common stock (see Note 3).

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”). The 2023 Convertible Notes accrued interest at 10.0% per annum.

During the year ended December 31, 2024, the Company received $110.7 million in additional proceeds from the issuance of 10.0% 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 Lenders,” 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. 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 were subject to automatic conversion upon the consummation of a SPAC Transaction. 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 distributees were not required to execute any lock-up or similar agreement restricting transfer or disposition of all shares of the Company’s common stock issuable upon the conversion of the notes, all Company shares issuable upon the exercise of warrants issued to the RT Parties, and all securities of Blaize to be issued to the RT Parties upon the consummation of the Merger.

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

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 earnings in the years that they were issued.

One investor who purchased a 2023 Convertible Note also received an RSU grant for a total of 6,000,000 RSUs (see Note 16), which vested in full in the year ended December 31, 2023.

Upon the consummation of the Merger, as provided by the terms of the 2023 Convertible Note Agreement, the outstanding 2023 Convertible Notes were converted, at the discretion of the holders, to shares of common stock (see Note 3). The warrants issued in conjunction with the 2023 Convertible Notes were not exercised.

Working Capital Loan

On February 1, 2023, BurTech issued an unsecured convertible promissory note to BurTech LP (the “Working Capital Loan”), pursuant to which it borrowed $1.5 million for general corporate purposes. Such loan may, at BurTech LP’s discretion, be converted into shares of common stock, the number of shares of which will be determined by dividing the sum of the outstanding principal amount by $10.00. The Working Capital Loan will not bear interest and will be repayable, if not converted or repaid on the effective date of the Merger. The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an event of default (as defined under the Working Capital Loan). As of September 30, 2025 and December 31, 2024, the Company had outstanding Working Capital Loans of $1.5 million and zero, respectively.

Advances from Related Party

On January 13, 2025, BurTech LP provided working capital and extension deposits on behalf of BurTech. These amounts are reflected on the condensed consolidated balance sheets as advances from related party. These

advances are non-interest bearing and payable on demand. As of September 30, 2025 and December 31, 2024, the Company had outstanding advances from the related party in the amount of $2.9 million and zero, respectively.

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 Comm

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

% per annum and mature

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

% 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.

he $

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

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

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

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 A

gree

ment dated July

2023

and

(2)

March

2024

(see Note

13)

. In

April 2024

, the Company repaid the total outstanding principal and interest of $

5.0

million.

Merger and Reverse Recapitalization

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Merger and Reverse Recapitalization

Note 3. Merger and Reverse Recapitalization

As discussed above, the Merger was consummated on January 13, 2025, which, for accounting purposes, was treated as the equivalent of Legacy Blaize issuing stock for the net assets of BurTech, accompanied by a recapitalization (see Note 1). Under this method of accounting, BurTech was treated as the acquired company for financial accounting and reporting purposes under U.S. GAAP.

Upon the consummation of the Merger, each share of Legacy Blaize common stock issued and outstanding was canceled and converted into the right to receive approximately 0.78 shares (the “Exchange Ratio”) of common stock of BurTech.

Legacy Blaize Redeemable Convertible Preferred Stock, Convertible Promissory Notes and Warrants

Immediately prior to the closing of the Merger, all outstanding convertible notes, inclusive of 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 common stock.

Upon the consummation of the Merger, (i) each outstanding stock option to purchase Legacy Blaize common stock was converted into a stock option of the Company, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Blaize option, and the right to receive a number of earnout shares. Additionally, each Legacy Blaize RSU was converted into an RSU of the Company, upon substantially the same terms and conditions as in effect with respect to the corresponding Legacy Blaize RSU, and the right to receive a number of earnout shares.

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

Public and Private Placement Warrants

Upon the consummation of the Merger, BurTech’s 28,750,000 public warrants and 898,250 private warrants, both outstanding immediately prior to the consummation of the Merger, became warrants of the Company.

PIPE Shares

From December 31, 2024 through January 13, 2025, BurTech and certain other subscribers (collectively, the “Subscribers”) entered into subscription agreements under which BurTech agreed to issue and sell to the Subscribers, immediately before the Closing Date, collectively, 1,529,500 shares of Class A Stock (the “PIPE Shares”) at a price per share equal to $10.00. Such shares that were outstanding immediately prior to the Merger became shares of common stock.

Shareholder Note Receivable

Immediately prior to the consummation of the Merger, BurTech LP, a related party, issued a secured promissory note and pledge agreement (the “Shareholder Note”) to BurTech in the principal amount of $8.8 million in exchange for 750,000 shares of common stock. The principal of the Shareholder Note will decrease when BurTech LP pays for transaction costs that the Company assumed from BurTech in the Merger. The Shareholder Note bears interest at 7.0%, compounded annually on December 31 of each year and is secured by 2,000,000 shares of the Company’s common stock owned by BurTech LP. During the three and nine months ended September 30, 2025, payments of zero and $0.2 million, respectively, were made under the Shareholder Note. As of September 30, 2025, the outstanding principal of the Shareholder Note was $8.6 million, included in additional paid-in capital on the condensed consolidated financial statements.

Non-Redemption Agreements

On December 31, 2024 and through January 13, 2025, BurTech, BurTech LP and Legacy Blaize entered into Non-Redemption Agreements with several unaffiliated stockholders of BurTech (each, an “Investor”) who agreed not to redeem (or validly rescind any redemption requests on) their shares of common stock (“Non-Redeemed Shares”). These Non-Redeemed Shares were exchanged for shares of the Company’s common stock and are held in a separate escrow account. In exchange for the foregoing commitments not to redeem the Non-Redeemed Shares, the Company and BurTech LP agreed to guarantee that each Investor receives a return of $1.50 per Non-Redeemed Share above the initial $11.57 per share (for a total redemption value of $13.07 per Non-Redeemed Share) held in the related cash escrow account if the Investor sells the Non-Redeemed Shares in the open market. The funds in the related cash escrow account are sufficient to fulfill the Company’s redemption obligation under the Non-Redemption Agreement. Starting 90 days after the Closing Date through 180 days after the Closing Date, each Investor has the right to exercise a put option to receive $13.07 per Non-Redeemed Share. The Sponsor, and not the Company, is contractually obligated for the $1.50 per share above the $11.57 held in cash escrow as it relates to the put option. Accordingly, the Company did not recognize a non-redemption liability as of the Closing Date or September 30, 2025.

The following table reconciles the elements of the Merger to the condensed consolidated statement of cash flows and the condensed consolidated statement of stockholders’ equity (deficit) for the nine months ended September 30, 2025:


(Amounts in thousands)	Recapitalization
Cash - BurTech trust and cash, net of redemptions	$	37,259
Less: Non-redemption escrow		(33,061	)
Cash - PIPE		15,295
Less: transaction costs and advisory paid by BurTech		(3,619	)

Net cash proceeds from Merger		15,874
Other earnout shares		(126,025	)
Non-cash net liabilities assumed from BurTech		(16,013	)

Total Merger and PIPE financing	$	(126,164	)

The number of shares of common stock outstanding immediately following the consummation of the Merger:


BurTech Class A common stock, outstanding prior to the Merger	10,816,995
Sponsor forfeiture	(2,000,000	)
BurTech Class A common stock subject to redemption, outstanding prior to the Merger	4,104,543
Shareholder Note receivable	750,000
Redemption of BurTech Class A common stock	(937,844	)
BurTech Class A Shares in non-redemption escrow	(2,854,242	)

Class A common stock of BurTech	9,879,452
PIPE shares	1,529,500
BurTech Class B common stock, outstanding prior to the Merger	5

Merger and PIPE financing shares	11,408,957
Legacy Blaize shares	87,314,968
Issuance of common stock to advisors	94,949

Common stock immediately after the Merger	98,818,874

The number of Legacy Blaize shares was determined as follows:


	Legacy Blaize Shares		Legacy Blaize Shares After Conversion
Common stock		17,518,791		13,663,527
Conversion of redeemable convertible preferred stock		44,506,781		34,712,525
Conversion of convertible notes		40,302,382		31,433,259
Net exercise of legacy warrants		9,623,432		7,505,657

Common stock immediately after the Merger		111,951,386		87,314,968

Earnout Share Arrangements

Legacy Blaize shareholders, Legacy Blaize employee equity award holders (including stock options and RSUs) and Burkhan are entitled to Earnout Shares in four tranches upon the occurrence of four separate Triggering Events (defined below), if they occur between January 13, 2025 and January 13, 2030 (the “Earnout Period”). The Triggering Events are driven by whether the Company’s closing share price on 20 trading days out of 30 consecutive trading days equals or exceeds defined per share thresholds in each tranche as follows:

•

If the price of the Company’s common stock is greater than or equal to $12.50 per share, 3,750,000 Earnout Shares to Legacy Blaize shareholders and Legacy Blaize employee equity award holders and 650,000 Earnout Shares to Burkhan will be issued; and

•

If the price of the Company’s common stock is greater than or equal to $15.00 per share, an additional 3,750,000 Earnout Shares to Legacy Blaize shareholders and Legacy Blaize employee equity award holders and an additional 650,000 Earnout Shares to Burkhan will be issued; and

•

If the price of the Company’s common stock is greater than or equal to $17.50 per share, an additional 3,750,000 Earnout Shares to Legacy Blaize shareholders and Legacy Blaize employee equity award holders and an additional 650,000 Earnout Shares to Burkhan will be issued; and

•

If the price of the Company’s common stock is greater than or equal to $20.00 per share, an additional 3,750,000 Earnout Shares to Legacy Blaize shareholders and Legacy Blaize employee equity award holders and an additional 650,000 Earnout Shares to Burkhan will be issued (each a “Triggering Event” and collectively, the “Triggering Events”).

Employee Earnout Shares

Company employees entitled to receive Employee Earnout Shares must provide service through the date the target is achieved and if an employee departs, the forfeited Employee Earnout Shares are reallocated to Legacy Blaize shareholders and the remaining pool equity award holders who received the right to the Earnout Shares on the Closing Date. The reallocated shares are considered a forfeiture of the original award and grant of a new award.

The estimated fair value of the Employee Earnout Shares was $82.9 million, assuming the service conditions are met and assuming no forfeitures. Each Triggering Event, as defined, is considered a market condition. The requisite service condition is the period of time it takes to achieve all four market conditions. As this is not explicitly stated in the earnout arrangement, the service period is implied from the expected period over which the shares are expected to achieve the market condition. Under this guidance, the award is measured at fair value at the grant (or issue) date using the Monte Carlo simulation model and expense is recognized over the derived service period of 5 years.

During the three and nine months ended September 30, 2025, the Company recorded $3.8 million and $11.4 million, respectively, in stock-based compensation expense related to the Employee Earnout Shares. During the three and nine months ended September 30, 2025, 182,180 and 237,669 Employee Earnout Shares, respectively, were forfeited due to employee terminations. As of September 30, 2025, there was $68.6 million of total unrecognized compensation cost related to the Employee Earnout Shares.

Other Earnout Shares

The fair value of the derivative liability associated with the Other Earnout Shares is dependent upon, among other things, changes in the closing share price of the Company’s common stock and the probability of each Triggering Events being achieved. As certain inputs are not observable in the market, the Other Earnout Shares are classified as a Level 3 instrument within the fair value hierarchy (see Note 5). The Company adjusts the previous fair value of the Other Earnout Shares at each reporting period based on changes to the Company’s expected share price volatility, as well as other factors which impact the Company’s expectation of settlement timing and achieving the Triggering Events.

Redeemable Convertible Preferred Stock Prior to the Merger

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Redeemable Convertible Preferred Stock [Abstract]

Redeemable Convertible Preferred Stock Prior to the Merger

Note 12. Redeemable Convertible Preferred Stock Prior to the Merger

Under the terms of its 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 a pull-through exchange of their converted common stock which provided for participating shareholders to receive shares of the class(es) of Shadow Preferred Stock identical to the shares of preferred stock that they previously held. Investors who did not participate retained ownership only in converted common stock.

Upon the consummation of the Merger, the redeemable convertible preferred stock that was outstanding at the time of the Merger was converted into shares of common stock (see Note 3).

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.

January and

February 2023

, the Company raised $

9.4

million in additional P

P Notes, inclusive of $

0.1

million in proceeds from the Common Rights Offering (see Notes

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

. Investors who did not participate retained ownership only in Converted Common stock. For the year ended December

2023

, the Pull-Through Exchange resulted in incremental value to the investors in the P

P 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

days of the Redemption Request in

three

annual installments so long as the total redemption amount does not exceed

% 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).

Warrant Liabilities - Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants (Details)	1 Months Ended	12 Months Ended
	Feb. 28, 2025	Dec. 31, 2024	Dec. 31, 2023
Schedule Of Black Scholes Option Pricing Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	4.30%
Expected life, in years	5 years
Expected volatility	60.00%
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%

Related Party Transactions and Balances - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended			5 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended
	Nov. 30, 2023	Sep. 30, 2025	Sep. 30, 2024	Jun. 30, 2024	Nov. 30, 2023	Sep. 30, 2025	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jan. 01, 2023	Dec. 01, 2022
Related Party Transaction [Line Items]
Revenue		$ 11,867,000	$ 781,000				$ 14,856,000	$ 1,553,000	$ 1,554,000	$ 3,856,000
Warrants and Rights Outstanding									14,700,000
Revenue recognized from sales		(9,000)	(735,000)				(9,000)	(1,102,000)	(1,100,000)	(3,843,000)
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
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
Related Party Transaction [Line Items]
Revenue recognized from sales			$ 800,000					$ 1,500,000
Percentage of Revenue Recognized From Sales			97.00%					98.00%
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
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
Debt Instrument, Face Amount										$ 5,000
Percentage of Proceeds Raised From Issuance of Debt Instrument										41.00%
Percentage of Ownership in Outsatnding Stock										10.00%
Change In Fair Value Of Convertible Notes		0					6,000,000	$ 600,000
Convertible Debt									6,900,000
Related party \| Pay to Play Convertible Notes [Member]
Related Party Transaction [Line Items]
Notes Payable									4,200,000	$ 3,900,000
Debt Instrument, Face Amount												$ 3,300,000	$ 400
Percentage of Proceeds Raised From Issuance of Debt Instrument												35.00%
Change In Fair Value Of Convertible Notes		0	$ 400,000				7,200,000
Percentage Of Revenue From Prior Revenue Arrangement			0.00%					21.00%
Related party \| 2023 Convertible Note NPA
Related Party Transaction [Line Items]
Additional Consideration Received Between Allocation of Note and Warrants										0
Related party \| 2022 P2P NPA
Related Party Transaction [Line Items]
Additional Consideration Received Between Allocation of Note and Warrants												$ 0	$ 0
Related party \| 2022 P2P Note
Related Party Transaction [Line Items]
Percentage of Proceeds Raised From Issuance of Debt Instrument													13.00%
Change In Fair Value Of Convertible Notes		0					800,000	$ 400,000
Convertible Debt									$ 500,000
Percentage Of Revenue From Prior Revenue Arrangement			97.00%					77.00%
Percentage Of Accounts Receivable From Prior Revenue Arrangement									98.00%
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
Change in fair value of warrant liabilities			$ 300,000					$ (400,000)
Related party \| Pay to Play warrants [Member]
Related Party Transaction [Line Items]
Notes Payable									0	300,000
Change In Fair Value Of Convertible Notes								(400,000)
Related party \| Pay to Play warrants [Member] \| Pay to Play Convertible Notes [Member]
Related Party Transaction [Line Items]
Warrants and Rights Outstanding									4,200,000
Related party \| 2022 P2P Warrants
Related Party Transaction [Line Items]
Warrants and Rights Outstanding									0
Burkhan [Member]
Related Party Transaction [Line Items]
Revenue recognized from sales		1,300,000					3,000,000
Contract With Customer Sales Commission		100,000					300,000
Accounts receivable due							$ 3,400,000		0
Sales Partner Referral Agreement [Member] \| Burkhan [Member]
Related Party Transaction [Line Items]
Referral Agreement Term							3 years
Purchase Of Products On Behalf Of An Unaffiliated End User						$ 56,500,000
Percentage Of Maximum Commission Received							10.00%
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]
Revenue										$ 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											$ 400,000
Debt Instrument, Fair Value Disclosure									500,000	400,000
Increase Decrease In Unbilled Receivable											13.00%
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
Marketing expenses									300,000
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] \| 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]
Revenue									1,500,000
Accounts Receivable, after Allowance for Credit Loss									$ 0	$ 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 LP [Member] \| Related party
Related Party Transaction [Line Items]
Marketing expense		0		$ 0			$ 500,000	0
Marketing expenses		$ 0		$ 0			$ 500,000	$ 0

Segment Reporting - Summary of Long-lived and ROU assets (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Fixed Assets	$ 1,265	$ 2,081	$ 1,555
ROU Assets	1,692	1,773	2,423
North America [Member]
Segment Reporting Information [Line Items]
Fixed Assets	814	1,095
ROU Assets	158	277
United States
Segment Reporting Information [Line Items]
Fixed Assets		1,095	368
ROU Assets		277	421
Asia Pacific
Segment Reporting Information [Line Items]
Fixed Assets	397	913	1,038
ROU Assets	948	1,175	1,477
United Kingdom
Segment Reporting Information [Line Items]
Fixed Assets	54	73	149
ROU Assets	$ 586	$ 321	$ 525

Commitments and Contingencies - Summary of Contractual Obligation Fiscal Year Maturity Schedule (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Inventory purchases related to purchase obligations	$ 46	$ 346	$ 150	$ 4,088	$ 4,300	$ 4,400

Merger and Reverse Recapitalization - Merger and Reverse Recapitalization (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2025 USD ($)
Business Acquisition [Line Items]
Cash - BurTech trust and cash, net of redemptions	$ 37,259
Less: Non-redemption escrow	(33,061)
Cash - PIPE	15,295
Less: transaction costs and advisory paid by BurTech	(3,619)
Net cash proceeds from Merger	15,874
Earnout share liabilities	(126,025)
Non-cash net liabilities assumed from BurTech	(16,013)
Total Merger and PIPE financing	$ (126,164)

- 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
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+ Details

Warrants (Tables)

9 Months Ended

Sep. 30, 2025

Warrants and Rights Note Disclosure [Abstract]

Schedule of Black Scholes Option Pricing Model for Fair Value of Common Stock Warrants

The assumptions used in the Black-Scholes option pricing model to fair value the common stock warrants issued in February 2025 were as follows:


Risk-free rate		4.3	%
Expected life (in years)		5.0
Expected volatility		60.0	%
Dividend yield		—	%
Weighted average fair value of common stock	$	3.34

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

Offerings	Nov. 28, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common stock, par value $0.0001 per share
Amount Registered \| shares	9,375,000
Proposed Maximum Offering Price per Unit	2.24
Maximum Aggregate Offering Price	$ 21,000,000.00
Fee Rate	0.01381%
Amount of Registration Fee	$ 2,900.10
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of additional shares of common stock as may be issuable with respect to the shares being issued hereunder as a result of a stock split, stock dividend, capitalization or similar event. (2) Estimated pursuant to Rule 457(c) under the Securities Act solely for purposes of calculating the amount of the registration fee, based on the average of the high and low prices of the registrant's common stock as reported on the Nasdaq Capital Market as of November 21, 2025 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission).
Offering: 2
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	Common stock, par value $0.0001 per share underlying warrants
Amount Registered \| shares	9,375,000
Proposed Maximum Offering Price per Unit	2.24
Maximum Aggregate Offering Price	$ 21,000,000.00
Fee Rate	0.01381%
Amount of Registration Fee	$ 2,900.10
Offering Note	(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of additional shares of common stock as may be issuable with respect to the shares being issued hereunder as a result of a stock split, stock dividend, capitalization or similar event. (2) Estimated pursuant to Rule 457(c) under the Securities Act solely for purposes of calculating the amount of the registration fee, based on the average of the high and low prices of the registrant's common stock as reported on the Nasdaq Capital Market as of November 21, 2025 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission).

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Redeemable Convertible Preferred Stock Preferred Stock	Common Stock Subject to Possible Redemption Common Stock [Member]	Previously Reported	Previously Reported Common Stock [Member]	Previously Reported Treasury Stock	Previously Reported Additional Paid-In Capital	Previously Reported Accumulated Deficit	Previously Reported Redeemable Convertible Preferred Stock	Retroactive Application of Recapitalization	Retroactive Application of Recapitalization Common Stock [Member]	Retroactive Application of Recapitalization Treasury Stock	Retroactive Application of Recapitalization Additional Paid-In Capital	Retroactive Application of Recapitalization Redeemable Convertible Preferred Stock	Adjusted Balance	Adjusted Balance Common Stock [Member]	Adjusted Balance Additional Paid-In Capital	Adjusted Balance Accumulated Deficit
Balance at the beginning (in shares) at Dec. 31, 2022		6,143,294	124,225			16,498,279
Balance at the beginning at Dec. 31, 2022	$ (70,539)	$ 0	$ 0	$ 209,928	$ (280,467)	$ 64,020
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	1,000	1,000
Exercise of stock options (in dollars)	$ 1			1
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value (In dollars)	(109,327)			(109,327)		$ 109,327
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			35,771
Debt financing charge on convertible notes	2,640			2,640
Stock-based compensation	2,483			2,483
Net loss	(87,589)				(87,589)
Balance at the ending at Dec. 31, 2023	$ (226,560)	$ 0	$ 0	141,496	(368,056)	$ 173,347		$ (226,560)			$ 141,496	$ (368,056)	$ 173,347						$ (53,213)	$ 5	$ 314,838	$ (368,056)
Balance at the ending (in shares) at Dec. 31, 2023		17,454,353	124,225			44,494,703			13,613,269				34,712,525							48,325,794
Balance at the beginning outstanding (in shares) at Dec. 31, 2023	124,225									96,887
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retroactive application of recapitalization (in shares)															34,712,525	(96,887)		(34,712,525)
Retroactive application of recapitalization (in dollars)														$ 173,347	$ 5		$ 173,342	$ (173,347)
Exercise of stock options (in shares)		27,821
Exercise of stock options (in dollars)	$ 80			80
Stock-based compensation	1,042			1,042
Net loss	(54,503)				(54,503)
Balance at the ending at Sep. 30, 2024	$ (106,594)	$ 5		315,960	(422,559)
Balance at the ending (in shares) at Sep. 30, 2024		48,353,615
Balance at the beginning (in shares) at Dec. 31, 2023		17,454,353	124,225			44,494,703			13,613,269				34,712,525							48,325,794
Balance at the beginning outstanding (in shares) at Dec. 31, 2023	124,225									96,887
Balance at the beginning at Dec. 31, 2023	$ (226,560)	$ 0	$ 0	141,496	(368,056)	$ 173,347		(226,560)			141,496	(368,056)	$ 173,347						(53,213)	$ 5	314,838	(368,056)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options (in shares)	65,646	65,646
Exercise of stock options (in dollars)	$ 98			98
Stock-based compensation	3,847			3,847
Net loss	(61,195)				(61,195)
Balance at the ending at Dec. 31, 2024	(283,810)	$ 0	$ 0	145,441	(429,251)	$ 173,347		(283,810)			145,441	(429,251)	$ 173,347						(110,463)	$ 5	318,783	(429,251)
Balance at the ending (in shares) at Dec. 31, 2024		17,519,999	124,225			44,494,703			13,663,527				34,712,525							48,376,052
Balance at the beginning (in shares) at Jun. 30, 2024									13,633,706				34,712,525							48,346,231
Balance at the beginning outstanding (in shares) at Jun. 30, 2024										96,887
Balance at the beginning at Jun. 30, 2024								(254,731)			142,221	(396,952)	$ 173,347						(81,384)	$ 5	315,563	(396,952)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retroactive application of recapitalization (in shares)															34,712,525	(96,887)		(34,712,525)
Retroactive application of recapitalization (in dollars)														173,347	$ 5		173,342	$ (173,347)
Exercise of stock options (in shares)		7,384
Exercise of stock options (in dollars)	38			38
Stock-based compensation	359			359
Net loss	(25,607)				(25,607)
Balance at the ending at Sep. 30, 2024	$ (106,594)	$ 5		315,960	(422,559)
Balance at the ending (in shares) at Sep. 30, 2024		48,353,615
Balance at the beginning (in shares) at Dec. 31, 2024		17,519,999	124,225			44,494,703			13,663,527				34,712,525							48,376,052
Balance at the beginning outstanding (in shares) at Dec. 31, 2024	124,225									96,887
Balance at the beginning at Dec. 31, 2024	$ (283,810)	$ 0	$ 0	145,441	(429,251)	$ 173,347		(283,810)			145,441	(429,251)	$ 173,347						$ (110,463)	$ 5	$ 318,783	$ (429,251)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Retroactive application of recapitalization (in shares)															34,712,525	(96,887)		(34,712,525)
Retroactive application of recapitalization (in dollars)														$ 173,347	$ 5		$ 173,342	$ (173,347)
Conversion of convertible notes (in shares)		31,433,259
Conversion of convertible notes (in dollars)	314,334	$ 3		314,331
Net exercise of warrants (in shares)		7,505,657
Net exercise of warrants (in dollars)	75,057	$ 1		75,056
Payment of Shareholder note receivable	200			200
Issuance of common stock to advisors, Shares		873,486
Issuance of common stock to advisors, Value	2,538			2,538
Issuance of common stock warrants	167			167
Increase in redemption value							$ 603
Exercise of stock options (in shares)		15,080
Exercise of stock options (in dollars)	18			18
Temporary equity Merger and PIPE financing, Shares							2,854,242
Temporary equity Merger and PIPE financing, Value							$ 33,061
Merger and PIPE financing (in shares)		11,408,957
Merger and PIPE financing (in dollars)	(126,164)	$ 1		(126,165)
Redemption of common stock subject to possible redemption, Shares							(2,800,489)
Redemption of common stock subject to possible redemption, Value							$ (33,157)
Temporary equity Lapse of redemption, Shares							(53,753)
Temporary equity Lapse of redemption, Value							$ (507)
Lapse of redemption, Shares		53,753
Lapse of redemption,Value	503			503
Releases of restricted stock units (in shares)		1,331,257
Common stock issued under the committed equity facility (in shares)		5,673,734
Common stock issued under the committed equity facility (in dollars)	20,389	$ 1		20,388
Committed equity facility fee settled in common stock (in shares)		83,353
Committed equity facility fee settled in common stock (in dollars)	243			243
Stock-based compensation	28,092			28,092
Net loss	(203,608)				(203,608)
Balance at the ending at Sep. 30, 2025	1,306	$ 11		634,154	(632,859)
Balance at the ending (in shares) at Sep. 30, 2025		106,754,588
Balance at the beginning (in shares) at Jun. 30, 2025									98,881,933
Balance at the beginning at Jun. 30, 2025								$ (4,810)	$ 10		$ 601,781	$ (606,601)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Payment of Shareholder note receivable	0
Issuance of common stock to advisors, Shares		769,231
Issuance of common stock to advisors, Value	2,238			2,238
Exercise of stock options (in shares)		15,080
Exercise of stock options (in dollars)	18			18
Releases of restricted stock units (in shares)		1,331,257
Common stock issued under the committed equity facility (in shares)		5,673,734
Common stock issued under the committed equity facility (in dollars)	20,389	$ 1		20,388
Committed equity facility fee settled in common stock (in shares)		83,353
Committed equity facility fee settled in common stock (in dollars)	243			243
Stock-based compensation	9,486			9,486
Net loss	(26,258)				(26,258)
Balance at the ending at Sep. 30, 2025	$ 1,306	$ 11		$ 634,154	$ (632,859)
Balance at the ending (in shares) at Sep. 30, 2025		106,754,588

Redeemable Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Sep. 30, 2025	Sep. 30, 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	$ 24,001	$ 68,640	$ 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

Segment Reporting - Summary of Net Loss (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2025

Sep. 30, 2024

Sep. 30, 2025

Sep. 30, 2024

Dec. 31, 2024

Dec. 31, 2023

Segment Reporting [Abstract]

Revenue

$ 11,867

$ 781

$ 14,856

$ 1,553

Cost of revenue

(10,091)

(476)

(11,222)

(1,039)

Employee costs

(17,175)

(7,520)

(51,498)

(21,392)

Technology costs

(1,499)

(974)

(5,192)

(1,580)

Depreciation and amortization

(364)

(251)

(1,011)

(688)

$ (886)

$ (2,040)

Interest income, net

693

1,273

1,406

1,677

Fair value changes and financing charges

(4,424)

(15,488)

(121,511)

(25,130)

Other items

^[1]

(5,265)

(2,952)

(29,436)

(7,904)

Net loss

$ (26,258)

$ (25,607)

$ (203,608)

$ (54,503)

$ (61,195)

$ (87,589)

[1]	“Other items” includes marketing expense, professional fees, income tax expense, facilities costs, transaction costs, foreign exchange gains and losses, credit loss expense, and other overhead expenses.

Common stock and Stock-Based Compensation -Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Jan. 14, 2025	Dec. 31, 2022
Common stock and StockBased Compensation [Line Items]
Common Stock, Shares Authorized	600,000,000		600,000,000		136,562,809	175,095,000
Common Stock, Shares, Issued	106,754,588		106,754,588		48,376,052	17,454,353
Common Stock, Shares, Outstanding	106,754,588		106,754,588		48,376,052	17,454,353	98,818,874
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	110,653,031		110,653,031		43,128,526
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	$ 9,486,000	$ 359,000	$ 28,092,000	$ 1,042,000	$ 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
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number	388,988
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]
Common Stock, Shares Authorized					175,095,000	175,095,000
Common Stock, Shares, Issued					17,519,999
Common Stock, Shares, Outstanding					17,519,999
Common Stock, Capital Shares Reserved for Future Issuance					96,123,126	75,514,616
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, Vested and Expected to Vest, Outstanding, Number	29,318,783		29,318,783
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, Exercises in Period, Intrinsic Value			$ 15,080,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross			1,347,536			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

Revenue (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

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 ge

ographica

l region for

e 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 Revenue Disaggregation

The following table presents the Company’s revenue information by customer geographical region:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Asia Pacific	$	10,445	$	—	$	11,411	$	333
North America		1,338		779		3,312		1,215
Other		84		2		133		5

Total revenue	$	11,867	$	781	$	14,856	$	1,553

The following provides a disaggregation of revenue based on the method of revenue recognition:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Revenue recognized at a point in time	$	11,858	$	24	$	14,847	$	360
Revenue recognized over time		9		757		9		1,193

Total revenue	$	11,867	$	781	$	14,856	$	1,553

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

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, 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, 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

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)

Leases - Summary of Operating Cost (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2025	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	$ 431	0	1,673
Right-of-use assets and lease liabilities extinguished upon termination of lease, net gain		0	108
Short-term variable lease expenses		$ 52	$ 202

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
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

Commitments and Contingencies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended		12 Months Ended
	Sep. 09, 2024	Dec. 31, 2024	Apr. 30, 2024	Dec. 31, 2024	Sep. 30, 2025	Jul. 31, 2025	Dec. 31, 2023
Loss Contingencies [Line Items]
Legal proceedings fee	$ 4.5
Estimated liabilities					$ 5.0
Maximum merger and reimbursement expenses	$ 0.5
Advisory fee				$ 0.8
Common stock, par value per share		$ 0.0001		$ 0.0001	$ 0.0001		$ 0.00001
Deferred Offering Costs And Accrued Liabilities Associated With Contract				$ 0.6
Reset price per share		10		$ 10
Floor price per share		1		1
Number of share price held at reset date		$ 10		$ 10
Number of sharing share held		300,000		300,000
Fee share issuable subject to lock up provision description			The Fee Shares subject to the lock-up provision are subject to adjustment if the dollar volume-weighted average price for the Company’s common stock (“VWAP”) 20 out of any 30 trading Days is at least $7.00 per share
Fee share issuable subject to lock-up period termination description			Lock-Up Period shall be terminated with respect to fifty percent of the shares to be issued for the fee. Furthermore, if the VWAP of the common stock for 20 out of any 30 Trading Days is at least $10.00 per share, then the Lock-Up Period shall be terminated with respect to the other fifty percent of the Fee Shares, rounded up.
Fee share issuable subject to lockup provision per share			$ 7
Fee share issuable subject to termination of lockup provision per share			$ 10
Common stock paid as fee shares, released						769,231
Accounts Payable [Member]
Loss Contingencies [Line Items]
Estimated liabilities					$ 4.0
Accrued Expenses and Other Current Liabilities [Member]
Loss Contingencies [Line Items]
Estimated liabilities					1.0
Purchase Commitments [Member]
Loss Contingencies [Line Items]
Outstanding purchase orders and contractual obligations					0.5
Accrued Losses		$ 0.6		$ 0.6	$ 0.6
Advisor Agreement [Member]
Loss Contingencies [Line Items]
Advisory fee		$ 0.8	$ 2.0
Common stock, par value per share		$ 10		$ 10
Deferred Offering Costs And Accrued Liabilities Associated With Contract		$ 0.6
Reset price per share		$ 10		10
Floor price per share		1		1
Number of share price held at reset date		$ 10		$ 10
Number of sharing share held		300,000		300,000

Organization and Description of Business - Additional Information (Details) - USD ($)				3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 14, 2025	Jan. 13, 2025	Dec. 31, 2023	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Entity Incorporation, Date of Incorporation			Feb. 16, 2010
Net loss				$ (26,258,000)	$ (25,607,000)	$ (203,608,000)	$ (54,503,000)	$ (61,195,000)	$ (87,589,000)
Working Capital Deficit, Net								114,500,000
Accumulated Deficit			$ (368,056,000)	(632,859,000)		(632,859,000)		(429,251,000)	(368,056,000)
Cash and Cash Equivalents			$ 3,213,000	$ 24,001,000	$ 68,640,000	$ 24,001,000	$ 68,640,000	$ 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	$ 0.0001		$ 0.0001		$ 0.0001	$ 0.00001
Intangible Assets, Net (Including Goodwill)								$ 0
Common stock shares issued			17,454,353	106,754,588		106,754,588		48,376,052	17,454,353
Aggregate purchase price				$ 2,238,000		$ 2,538,000
BURTECH ACQUISITION CORP [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock shares issued				87,314,968		87,314,968
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
B Riley [Member] \| Committed Equity Facility [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues						8,410,321
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
Registration Rights Agreement [Member] \| B Riley [Member] \| Committed Equity Facility [Member]
Subsidiary, Sale of Stock [Line Items]
Share Price				$ 3.45		$ 3.45
Aggregate purchase price	$ 50,000,000
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]
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 Stock And Outstanding Equity Award Threshold Trading Days		20 days
Common Stock And Outstanding Equity Award Threshold Consecutive Tradingdays		30 days
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%

Net Loss Per Share - Schedule of computation of basic and dilutive net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Jun. 30, 2024	Jun. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Earnings Per Share [Abstract]
Net loss	$ (26,258)	$ (25,607)			$ (203,608)	$ (54,503)	$ (61,195)	$ (87,589)
Weighted-average shares outstanding - basic	103,585,681	17,478,371			100,130,737	17,466,606	17,476,105	4,213,244
Weighted-average shares outstanding - diluted	103,585,681	17,478,371			100,130,737	17,466,606	17,476,105	4,213,244
Net income per share - basic	$ (0.25)	$ (1.47)			$ (2.03)	$ (3.12)	$ (3.5)	$ (20.79)
Net income per share - diluted	$ (0.25)	$ (1.47)	$ (1.47)	$ (3.12)	$ (2.03)	$ (3.12)	(3.5)	(20.79)
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) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance	110,653,031	110,653,031	43,128,526
Weighted Average Exercise Price, Granted			$ 0.92	$ 0.44
Number of options, accelerated vesting	388,988
Accelerated incremental stock based compensation expense	$ 1.1
2025 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance	3,047,669	3,047,669
Purchase price percentage of common stock		85.00%
2025 Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock reserved for issuance	20,223,481	20,223,481
Number of authorized shares available for issuance	30,500,000	30,500,000
Incentive Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [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%
Service-based Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period		4 years
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Uunrecognized compensation cost	$ 15.9	$ 15.9
Unrecognized compensation cost, weighted average period		1 year 9 months 18 days
Weighted Average Exercise Price, Granted	$ 2.05	$ 2.05
RSUs Redeemable Convertible Preferred Stocks [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost, weighted average period		2 years 8 months 12 days
RSUs unrecognized compensation cost	$ 20.7	$ 20.7
Stock based compensation expense		$ 3.9

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 7,432	$ 7,410
Work in progress	446	1,064
Finished goods	904	87
Total inventories	$ 8,782	$ 8,561	$ 6,522

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

These condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying

unaudited interim condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented, and all significant intercompany balances and transactions have been eliminated in consolidation for all periods presented. The Company has no other comprehensive income or loss, therefore net loss was equal to other comprehensive loss for all periods presented. The results of operations of any interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. The unaudited interim condensed consolidated financial statements should be read in conjunction with Blaize, Inc.’s consolidated financial statements and accompanying footnotes included in the Company’s Form 8-K/A filed with the U.S. Securities and Exchange Commission (“SEC”) on April 15, 2025, which provides a more complete discussion of the Company’s accounting policies and certain other information.

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires the C

omp

any to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods presented. Such estimates and assumptions include, but are not limited to, those related to revenue recognition, the allowance for credit losses, 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, and the estimated fair values of historical convertible notes and legacy warrants, the Other Earnout Shares, the Committed Equity Facility, unissued shares of common stock, and stock-based compensation expense. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents in the condensed consolidated financial statements. The Company’s cash equivalents are primarily comprised of U.S. Government treasury securities, mutual funds, and money market funds. The Company has cash deposits in a financial institution that, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

As of September 30, 2025 and December 31, 2024, the Company had cash and cash equivalents balances in excess of domestic and international insurance limits of $23.1 million and $49.3 million, respectively.

As of September 30, 2025, the Company held $3.8 million in mutual funds and less than $0.1 million in U.S. Government money market funds, while as of December 31, 2024, the Company held $30.6 million in U.S. Government treasury securities, $9.2 million in U.S. Government money market funds, and $5.1 million in mutual funds (see Note 5).

Restricted Cash

Restricted cash represents cash balances held as security deposits related to international payment services. As of September 30, 2025 and December 31, 2024, restricted cash of $0.3 million was included within other assets on the condensed consolidated balance sheets.

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

Acco

unt balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for credit losses was $0.4 million as of September 30, 2025 and December 31, 2024.

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 condensed consolidated statements of operations.

Deferred Offering Costs

Deferred offering costs consist of direct incremental legal, consulting and banking fees incurred from issuing securities. The Company’s deferred offering costs primarily relate to offering costs associated with the Merger (see Note 3), as well as offering costs associated with future equity financing arrangements.

Upon the consummation of the Merger, the related offering costs that had been capitalized were fully expensed within transaction costs on the condensed consolidated statement of operations during the nine months ended September 30, 2025. As of September 30, 2025, there was $0.2 million of capitalized deferred offering costs in relation to future equity financing arrangements, and as of December 31, 2024, there was $11.1 million of deferred offering costs in relation to the Merger, respectively, included in prepaid expenses and other current assets on the condensed consolidated balance sheets.

Impairment of Long-Lived Assets

Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, the Company estimates the expected undiscounted future cash flows from the use of those assets and their eventual disposition (without any allocated debt financing charges). If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. For the three and nine months ended September 30, 2025 and 2024, 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 and other contracts to determine if those contracts or 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.

Committed Equity Facility

The Company evaluated the Committed Equity Facility to determine whether it should be accounted for under ASC 815,

Derivatives and Hedging

(“ASC 815”) and concluded that it is an equity-linked contract that does not qualify for equity classification (see Notes 1, 6 and 13). As a result, the Committed Equity Facility is considered to be a freestanding purchased put right and should be accounted for as a derivative with fair value accounting. Changes in the fair value of the Committed Equity Facility will be recorded on the condensed consolidated statements of operations.

Additionally, the Company analyzed the subsequent draws on the Committed Equity Facility and determined that each draw would be considered a forward contract and should be accounted for individually as derivatives with fair value accounting. As of September 30, 2025, the forward contracts from subsequent draws on the Committed Equity Facility were insignificant.

Legacy Blaize Convertible Notes

Prior to the consummation of the Merger, the Company accounted for its convertible notes, some of which contained predominantly fixed rate conversion features under ASU 2020-06,

Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

. The Company 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 were recorded as change in fair value of convertible notes in the condensed consolidated statements of operations. The convertible notes were remeasured just prior to the date of the Merger, and upon the closing of the Merger, the convertible notes were fully converted into shares of common stock (see Note 3 and Note 5).

Legacy Warrants

Prior to the consummation of the Merger, the Company had issued freestanding warrants in connection with certain of its convertible debt agreements and preferred stock issuances which were recorded as current liabilities on the condensed 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 10). The liability associated with these warrants was subject to fair value remeasurement at each balance sheet date, with changes in fair value recorded in change in the fair value of warrants on the condensed consolidated statements of operations. The warrants were remeasured just prior to the date of the Merger and, upon the consummation of the Merger, the warrants were fully converted into shares of common stock.

Earnout Shares

In connection with the Merger, Legacy Blaize shareholders and employee equity award holders (including holders of stock options and restricted stock units (“RSUs”) are entitled to receive up to 15,000,000 shares of common stock and Burkhan has the right to receive up to 2,600,000 shares of common stock. (collectively, the “Earnout Shares”) (see Note 3).

Earnout Shares issued to eligible Legacy Blaize employee equity award holders (“Employee Earnout Shares”) are considered a compensatory award and are accounted for under ASC 718,

Share-Based Compensation

. Further, these Employee Earnout Shares have been determined to be equity classified and accordingly, will not be remeasured at each reporting date.

Earnout Shares issued to Burkhan and Legacy Blaize shareholders not within the scope of ASC 718 (the “Other Earnout Shares”), were evaluated by management under ASC 480,

Distinguishing Liabilities from Equity

(“ASC 480”), and ASC 815. The Company determined that the Other Earnout Shares are freestanding and not liability-classified under ASC 480 but represented a structured forward contract pursuant to ASC 815, which resulted in liability class

ificati

on (see Note 3). Therefore, the Company considers the Other Earnout Shares a derivative liability and will remeasure the Other Earnout Shares at each reporting date, with changes in the fair value recorded on the condensed consolidated statements of operations.

Legacy Blaize Redeemable Convertible Preferred Stock

Prior to the consummation of the Merger, the Company had (i) Series Seed Shadow Preferred Stock, (ii) Series A Shadow Preferred Stock, (iii) Series B Shadow Preferred Stock, (iv) Series C Shadow Preferred Stock, (v) Series D Shadow Preferred Stock, (vi) Series D Exchange Shadow Preferred Stock, (vii) Series D-1 Shadow Preferred Stock, (viii) Series D-1 Exchange Shadow Preferred Stock, and (ix) Series D-2 Shadow Preferred Stock, all outstanding. The Company’s redeemable convertible preferred stock had been classified outside of stockholders’ equity (deficit), as mezzanine equity, due to the redemption option of the preferred stock shareholders. The Company recorded redeemable convertible preferred stock at fair value on the dates of issuance, net of issuance costs. The Company 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 was probable that the convertible preferred stock would become redeemable.

Upon the consummation of the Merger, all shares of redeemable convertible preferred stock outstanding were converted into shares of common stock (see Note 3). All shares of redeemable convertible preferred stock that were converted into shares of common stock were retroactively adjusted using the exchange ratio and reclassified into permanent equity as a result of the Merger.

Warrants

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 ASC 480 and 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 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, as well as each subsequent reporting period end 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 analyzed the warrants issued in BurTech’s Initial Public Offering (“Public Warrants”), warrants included in the private placement Units (the “Private Warrants”), and warrants issued to advisor for services (the “Common Stock 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. As of September 30, 2025, the Company’s outstanding public warrants and private warrants met all the requirements for equity classification under ASC 815 and therefore were classified as equity. As of December 31, 2024, Legacy Blaize warrants were classified as liabilities, as described above.

Revenue Recognition

The Company derives all its revenue from contracts with customers, including sales of hardware and software products and engineering services, all as further described below. The Company recognizes revenue under

ASC 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.

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 a period of time. Hardware revenue is recognized at a point in time when the product is shipped.

Revenue from hardware product 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.

Licenses for on-premises software provide the customer with a right to use the software as it exists when made available to the customer. Revenue from distinct on-premises licenses is recognized up-front at the point in time when the software is made available to the customer.

The Company’s license and development arrangements entail revenue from the licensing of its intellectual property (“IP”) and also include revenue from engineering 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:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Balance as of beginning of period	$	35		$	2,462		$	—		$	1,100
Additions to deferred revenue (1)		39			—			74			1,729
Deferred revenue recognized (1)		(9	)		(735	)		(9	)		(1,102	)

Balance as of end of period	$	65		$	1,727		$	65		$	1,727

(1)	Additions to deferred revenue and deferred revenue recognized during the three and nine months ended September 30, 2025 are from related parties (see Note 16).

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 product sales.

Cost of Revenue

Cost of revenue is primarily comprised of the cost of semiconductors purchased from contract manufacturers, including wafer fabrication, assembly, testing and packaging, board, and device costs as well as indirect costs such as inventory carrying costs and inventory valuation reserves. In addition, cost of revenue also includes direct labor costs when applicable. There is no depreciation and amortization allocable to cost of revenue; however, if such depreciation and amortization expense were to be incurred, it would be allocated to cost of revenue.

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 assess 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 the provision for income taxes.

Stock-Based Compensation

The Company recognizes the cost of stock options granted to employees, consultants, and directors 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 share 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, consultants, and directors which vest upon the satisfaction of a service-based condition. The fair value of RSUs is determined based on the fair value of common stock at the date of grant. Due to the Merger that occurred during the nine months ended September 30, 2025, the Company recorded cumulative stock-based compensation using the accelerated attribution method for those RSUs for which the service condition was satisfied prior to the Merger, and will record the remaining unrecognized stock-based compensation over the remainder of the requisite service period (see Note 14). Forfeitures are recognized as they occur.

Fair Value Measurements

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

Fair Value Measurements

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


Level 1:		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 (including from related parties), prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities (including to related parties),

accrued compensation, accrued loss on purchase commitments, and working capital loans approximate

eir fair values due to their short-term maturities.

Foreign Currency

The Company’s reporting and functional currency is the United States dollar (“USD”). The local currencies of its foreign subsidiaries are the Indian rupee and British pound, 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, net, in the condensed consolidated statements of operations. During the three and nine months ended September 30, 2025 and 2024, foreign currency transaction gains and losses were 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 treasury securities, mutual funds, and money market funds. The Company’s cash accounts in a financial institution may at times exceed the FDIC 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 the financial condition of its customers.

As of September 30, 2025, two customers, one a related party (see Note 16), accounted for approximately 25% and 65% of the Company’s accounts receivable. As of December 31, 2024, one customer accounted for approximately 98% of the Company’s accounts receivable.

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. The following table presents the Company’s significant customers:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Customer A (See Note 16)		*			97	%		*			77	%
Customer B (See Note 16)		*			*			*			21	%
Customer C (See Note 16)		11	%		*			20	%		*
Customer D		88	%		*			70	%		*

*	Defined as less than 10% for the period.

Net Loss Per Share

The Company applies the treasury stock method to determine the dilutive effect of potentially dilutive securities, including warrants, and the if-converted method to determine the dilutive effect of any potentially dilutive convertible securities. The Company’s only participating securities for the three and nine months ended September 30, 2025 and 2024 are shares of the Company’s common stock, and any dividends declared on the common stock would be forfeitable if not vested. Since the Merger was accounted for as a reverse recapitalization, net loss per share has been retroactively adjusted for periods ended prior to the Merger.

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. Shares used in the calculation of basic net loss per common share includes vested but unissued shares of common stock that the Company is contractually obligated to issue.

There are no potentially dilutive securities included in the Company’s diluted net loss per share calculation for the three and nine months ended September 30, 2025 and 2024, as the effect of any potentially dilutive security is anti-dilutive due to the net losses in those periods.

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 (“CODM”) in deciding how to allocate resources and assessing performance. The Company’s

Chief Executive Officer

is the CODM, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance.

Recent Accounting Pronouncements

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. The Company adopted this standard on January 1, 2025. The adoption of this standard did not have an impact on its condensed consolidated financial statements.

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 for the year ended December 31, 2025. The Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements.

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 is currently evaluating the impact that the adoption of this ASU will have on its condensed 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 condensed 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 July 2025, the FASB issued ASU 2025-05,

Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

. This ASU provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. 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 amendments in this ASU should be applied prospectively. The Com

ny is currently evaluating the impact of the adoption of this standard.

The Company does not believe that any other recently issued, not yet effective, accounting standards would have a material effect on the accompanying condensed consolidated financial statements, if adopted.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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

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

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.

of December

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.

of December

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

. As of December

2023

, the Company had

cash equivalents.

Restricted Cash

Restricted cash represents cash balances held as security deposits related to international payment services. As of December

2024

, restricted cash of $

0.3

million was included within other assets on the consolidated balance sheets. As of December

2023

, the Company had

restricted cash.

Accounts Receivable, Net

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

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

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

t 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

. A

ny 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.

Step 2: Identify the performance obligations in the contract.

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

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

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

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.

As of December 31, 2024, one customer accounted for approximately

% of the Company’s accounts receivable. As of December 31, 2023, one customer, a related party, accounted for approximately

% 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

% and

% 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

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.

Emerging Growth Company Status

The Company is expected to be an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements

may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Adopted Accounting Pronouncements

In 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

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.

Merger and Reverse Recapitalization - Additional Information (Details)		3 Months Ended	9 Months Ended
	Jan. 13, 2025 USD ($) $ / shares shares	Sep. 30, 2025 USD ($) $ / shares shares	Sep. 30, 2025 USD ($) Days $ / shares shares	Dec. 31, 2024 shares	Dec. 31, 2023 shares
Business Acquisition [Line Items]
Warrants outstanding at merger				756,172,000	1,096,730,000
Common stock shares issued		106,754,588	106,754,588	48,376,052	17,454,353
Shares pledged to secure note receivable	2,000,000
Shareholder note, outstanding principal \| $		$ 8,600,000	$ 8,600,000
Payment of Shareholder note receivable \| $		0	$ 200,000
Cash escrow held for redemption \| $	$ 11.57
Earnout Shares
Business Acquisition [Line Items]
Earnout commencement period			Jan. 13, 2025
Earnout ending period			Jan. 13, 2030
Number of consecutive trading days \| Days			30
Number of trading days \| Days			20
Fair value of earnout shares \| $			$ 82,900,000
Stock based compensation expense \| $		$ 3,800,000	$ 11,400,000
Shares forfeited during the period		182,180	237,669
Service period			5 years
Uunrecognized compensation cost \| $		$ 68,600,000	$ 68,600,000
Put Option
Business Acquisition [Line Items]
Redemption value per share \| $ / shares	$ 13.07
Common Stock [Member]
Business Acquisition [Line Items]
Shares issued for common stock		769,231	873,486
Common stock shares issued				17,519,999
Redemption value per share \| $ / shares	$ 11.57
Common Stock [Member] \| Earnout Shares \| Tranche One
Business Acquisition [Line Items]
Common stock price per share \| $ / shares		$ 12.5	$ 12.5
Common Stock [Member] \| Earnout Shares \| Tranche Two
Business Acquisition [Line Items]
Common stock price per share \| $ / shares		15	15
Common Stock [Member] \| Earnout Shares \| Tranche Three
Business Acquisition [Line Items]
Common stock price per share \| $ / shares		17.5	17.5
Common Stock [Member] \| Earnout Shares \| Tranche Four
Business Acquisition [Line Items]
Common stock price per share \| $ / shares		$ 20	$ 20
Public Warrants
Business Acquisition [Line Items]
Warrants outstanding at merger	28,750,000
Private Placement Warrants
Business Acquisition [Line Items]
Warrants outstanding at merger	898,250
Non Redemption Agreement Shares
Business Acquisition [Line Items]
Guaranteed redemption value per share \| $ / shares	$ 13.07
PIPE Subscription Agreements [Member] \| Blaize Class A Common Stock
Business Acquisition [Line Items]
Shares issued for common stock	1,529,500
Price per share of PIPE issuance \| $ / shares	$ 10
BurTech LP
Business Acquisition [Line Items]
Shareholder note receivable, principal amount \| $	$ 8,800,000
Common stock shares issued	750,000
Interest rate on shareholder note	7.00%
Sponsor Gurantee
Business Acquisition [Line Items]
Incremental redemption guarantee per share \| $ / shares	$ 1.5
Sponsor [Member]
Business Acquisition [Line Items]
Incremental redemption guarantee per share \| $ / shares	$ 1.5
Burkhan [Member] \| Earnout Shares \| Tranche One
Business Acquisition [Line Items]
Issuance of earnout share awards			650,000
Burkhan [Member] \| Earnout Shares \| Tranche Two
Business Acquisition [Line Items]
Issuance of additional earnout share awards			650,000
Burkhan [Member] \| Earnout Shares \| Tranche Three
Business Acquisition [Line Items]
Issuance of additional earnout share awards			650,000
Burkhan [Member] \| Earnout Shares \| Tranche Four
Business Acquisition [Line Items]
Issuance of additional earnout share awards			650,000
Bur Tech
Business Acquisition [Line Items]
Merger exchange ratio	0.78
Legacy Blaize Shareholders [Member] \| Earnout Shares \| Tranche One
Business Acquisition [Line Items]
Issuance of earnout share awards			3,750,000
Legacy Blaize Shareholders [Member] \| Earnout Shares \| Tranche Two
Business Acquisition [Line Items]
Issuance of additional earnout share awards			3,750,000
Legacy Blaize Shareholders [Member] \| Earnout Shares \| Tranche Three
Business Acquisition [Line Items]
Issuance of additional earnout share awards			3,750,000
Legacy Blaize Shareholders [Member] \| Earnout Shares \| Tranche Four
Business Acquisition [Line Items]
Issuance of additional earnout share awards			3,750,000

Fees Summary	Nov. 28, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 42,000,000.00
Previously Paid Amount	0.00
Total Fee Amount	5,800.20
Total Offset Amount	0.00
Net Fee	$ 5,800.20

Leases

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Leases [Abstract]

Leases

Note 11. 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.

The components of the net lease costs reflected in the Company’s condensed consolidated statements of operations were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Operating	$	194	$	205	$	600	$	549
Short-term		5		6		15		26

Total lease costs	$	199	$	211	$	615	$	575

As of September 30, 2025, the Company’s operating leases had a weighted average remaining lease term of 2.5 years and a weighted average discount rate related to the Company’s right-of-use (“ROU”) assets and lease liabilities of 10.0%. 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 right-of-use assets and lease liabilities of 9.9%.

Supplemental information related to operating leases was as follows:


	Nine Months Ended September 30,
(Amounts in thousands)	2025		2024
Supplementary cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$	644	$	577
Right-of-use assets obtained in exchange for lease liabilities		431		—

Future minimum lease payments under the Company’s non-cancelable operating leases are as follows:


(Amounts in thousands)	As of September 30, 2025
2025	$	205
2026		758
2027		516
2028		349
2029		15

Total future lease payments		1,843
Less: Imputed interest		(217	)

Present value of net future minimum lease payments		1,626
Less: Operating lease liabilities, current		(678	)

Operating lease liabilities	$	948

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.

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
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 (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Revenue
Total revenue	$ 11,867	$ 781	$ 14,856	$ 1,553	$ 1,554	$ 3,856
Costs and expenses
Cost of revenue	10,091	476	11,222	1,039	579	3,656
Gross profit	1,776	305	3,634	514
Research and development	9,676	5,799	32,407	15,765	25,094	18,115
Selling, general and administrative	14,321	5,546	40,207	14,538	22,413	17,303
Selling, general and administrative - related party			455
Depreciation and amortization	364	251	1,011	688	886	2,040
Transaction costs	0	77	12,043	163	217	105
Total operating expenses	24,361	11,673	86,123	31,154	49,189	42,384
Loss on purchase commitments					0	1,165
Loss from operations	(22,585)	(11,368)	(82,489)	(30,640)	(47,635)	(38,528)
Other expense, net
Debt financing charge on convertible notes		0		(464)	(464)	(3,145)
Gain (loss) on foreign exchange	(88)	31	(154)	(62)	(228)	50
Change in fair value of convertible notes		(15,398)	(165,703)	(25,921)	(10,022)	(9,532)
Change in fair value of warrant liabilities		(90)	(60,345)	1,255	(5,701)	(945)
Change in fair value of other earnout shares	(3,798)		105,463
Change in fair value of unissued shares of common stock	56		(244)
Change in fair value of committed equity facility	(63)		(63)
Other, net	241	1,273	149	1,677	1,903	(255)
Pay-to-Play financing charge					0	(35,832)
Total other expense, net	(3,652)	(14,184)	(120,897)	(23,515)	(14,512)	(49,659)
Total loss before income taxes	(26,237)	(25,552)	(203,386)	(54,155)	(62,147)	(88,187)
Provision for income taxes	21	55	222	348	(952)	(598)
Net loss	$ (26,258)	$ (25,607)	$ (203,608)	$ (54,503)	$ (61,195)	$ (87,589)
Net loss per share - basic	$ (0.25)	$ (1.47)	$ (2.03)	$ (3.12)	$ (3.5)	$ (20.79)
Net loss per share - diluted	$ (0.25)	$ (1.47)	$ (2.03)	$ (3.12)	$ (3.5)	$ (20.79)
Weighted average shares outstanding - basic	103,585,681	17,478,371	100,130,737	17,466,606	17,476,105	4,213,244
Weighted average shares outstanding, diluted (in shares)	103,585,681	17,478,371	100,130,737	17,466,606	17,476,105	4,213,244
Hardware revenue
Revenue
Total revenue	$ 10,528	$ 23	$ 11,592	$ 28	$ 29	$ 16
Software Revenue
Revenue
Total revenue	0		300
Hardware Revenue - Related Party
Revenue
Total revenue	1,124		2,486
Software Revenue - Related Party
Revenue
Total revenue	$ 215		$ 478
Engineering Services Revenue - Related Party
Revenue
Total revenue		$ 758		$ 1,525	$ 1,525	$ 3,840

Inventories (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of the following:


(Amounts in thousands)	As of September 30, 2025		As of December 31, 2024
Raw materials	$	7,432	$	7,410
Work in progress		446		1,064
Finished goods		904		87

Total inventories	$	8,782	$	8,561

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

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

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

Warrants

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Warrants and Rights Note Disclosure [Abstract]

Warrants

Note 10. Warrants

Legacy War

nts

In connection with the Company’s various historical debt and equity financing arrangements, the Company had previously issued convertible preferred stock warrants to purchase shares of its various series of convertible preferred stock.

The convertible preferred stock warrants were classified as liabilities, with changes in fair value recorded through earnings, as the underlying convertible preferred shares could be redeemed by the holders of these shares upon the occurrence of certain events that were outside of the Company’s control. As of December 31, 2024, the Company had liabilities of $14.7 million related to outstanding warrants.

Immediately prior to the consummation of the Merger, each issued and outstanding convertible preferred stock warrant to purchase Legacy Blaize convertible preferred stock converted into a warrant to purchase shares of common stock (see Note 3), with each warrant subject to the same terms and conditions as were applicable to the original warrant and having an exercise price and number of shares of common stock purchasable based on the Exchange Ratio and other terms contained in the Merger Agreement (the “Private Warrants Conversion”).

After the Private Warrants Conversion, the Private Warrants became indexed to the shares of Company’s common stock, and therefore were reclassified from debt classified instruments to equity classified instruments.

Immediately prior to the closing of the Merger, all outstanding legacy warrants were exercised on a net basis, and were automatically converted into shares of common stock.

Public and Private Warrants

Upon the consummation of the Merger, BurTech’s 28,750,000 public warrants and 898,250 private warrants outstanding immediately prior to the Merger became warrants to purchase the Company’s common stock.

Each warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustments as described herein. The warrants expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the Merger, or earlier upon redemption or liquidation.

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 to each warrant holder;

•

if, and only if, the reported last sale price of the 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 common stock underlying such warrants.

If the Company calls the warrants for redemption, as described above, 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 common stock equal to the quotient obtained by dividing (i) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”, as described below, by (ii) the fair market value. The “fair market value” shall mean the average reported last sale price of the shares of 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.

The Private Warrants, as well as any warrants underlying additional units that the Company may issue to BurTech, 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 offered in the Merger, except they will not be transferable, assignable or saleable until 30 days after the consummation of the Merger.

Common Stock Warrants

In February 2025, the Company issued 50,000 Common Stock Warrants to advisors as compensation for services rendered. The warrants have a five-year term and a strike price of $11.50 per common stock share. The warrants were fair valued as of the date of issuance and recognized as an increase in additional paid-in-capital. The compensation expense recognized during the three and nine months ended September 30, 2025 was de minimis.

The assumptions used in the Black-Scholes option pricing model to fair value the common stock warrants issued in February 2025 were as follows:


Risk-free rate		4.3	%
Expected life (in years)		5.0
Expected volatility		60.0	%
Dividend yield		—	%
Weighted average fair value of common stock	$	3.34

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

P NPA and related warrant agreements, the P

P 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 P

P Notes. The total number of warrants ranges from

% to

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

% to

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

During 2023, in connection with the additional issuance of P2P notes,

336,950 Series D Shadow Preferred Stock warrants were reinstated at a fair value of approximately $61,000 (see Note 7) and reclassified from equity to warrant liability.

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

S-1

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

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

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)

% or

(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

years to

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

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-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 pr

ing 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).

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Accounting Policies [Abstract]

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 liabilities

The following table is a rollforward of contract liabilities, which are included in accrued expenses and other current liabilities and other liabilities:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Balance as of beginning of period	$	35		$	2,462		$	—		$	1,100
Additions to deferred revenue (1)		39			—			74			1,729
Deferred revenue recognized (1)		(9	)		(735	)		(9	)		(1,102	)

Balance as of end of period	$	65		$	1,727		$	65		$	1,727

(1)	Additions to deferred revenue and deferred revenue recognized during the three and nine months ended September 30, 2025 are from related parties (see Note 16).

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

Summary of Company's Significant Customers

The following table presents the Company’s significant customers:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Customer A (See Note 16)		*			97	%		*			77	%
Customer B (See Note 16)		*			*			*			21	%
Customer C (See Note 16)		11	%		*			20	%		*
Customer D		88	%		*			70	%		*

*	Defined as less than 10% for the period.

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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

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+ Details

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2024
Employee Benefit Plan [Abstract]
Employee Benefit Plan	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.

Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Defined Benefit Plan [Abstract]
Contributions	$ 0.6	$ 0.5
Basic salary of each completed year of services	15 days

Warrant Liabilities - Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants (Details)	1 Months Ended	12 Months Ended
	Feb. 28, 2025	Dec. 31, 2024	Dec. 31, 2023
Schedule Of Monte Carlo Simulation Model For Fair Value Of Warrants [Line Items]
Risk-free interest rate	4.30%
Expected life, in years	5 years
Expected volatility	60.00%
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%

Summary of Significant Accounting Policies - Summary of contract liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Contract with Customer, Liability [Abstract]
Beginning balance	$ 35	$ 2,462	$ 0	$ 1,100	$ 1,100
Additions to deferred revenue	39	0	74	1,729
Deferred revenue recognized	(9)	(735)	(9)	(1,102)	(1,100)	$ (3,843)
Ending balance	$ 65	$ 1,727	$ 65	$ 1,727	$ 0	$ 1,100

Common stock and Stock-Based Compensation (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

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 is as follows:


(Value in thousands, life in years)	Number of options			Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding as of December 31, 2024		28,360,635		$	1.27		9.2	$	22,741
Granted		1,347,536			3.57
Exercised		(15,080	)		1.18
Forfeited		(374,308	)		1.31

Outstanding as of September 30, 2025		29,318,783		$	1.37		8.5		68,324

Vested and expected to vest as of September 30, 2025		29,318,783		$	1.37		8.5		68,324

Exercisable as of September 30, 2025		15,847,903		$	1.48		8.1		38,507

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 Stock-based Compensation Expense

The Company recorded stock-based compensation expense for stock options and RSUs as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Research and development	$	3,700	$	189	$	12,871	$	539
Selling, general and administrative		5,786		170		15,221		503

Total	$	9,486	$	359	$	28,092	$	1,042

The Company recorded stock-based compensation expense for stock options and the

2024

cancellation of

135,400

RSUs during the years ended December

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

A summary of the Company’s RSU activity is as follows:


	Number of RSUs (1)			Weighted average grant date fair value
Balance as of December 31, 2024		3,630,447		$	1.53
Granted		8,872,307			2.67
Issued		(1,331,257	)		2.64
Forfeited		(406,649	)		2.29

Balance as of September 30, 2025		10,764,848		$	2.30

(1)

As of September 30, 2025, 1,973,365 of the RSUs have vested but have not yet been issued to the award holders. As no conditions remain in order for these shares of common stock to be issuable, these awards have been included in the weighted average shares outstanding calculation for purposes of earnings per share (see Note 18).

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

- 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

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+ Details

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-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

Common Stock - Summary of Common Stock Reserved for Issuance (Details) - shares	Sep. 30, 2025	Dec. 31, 2024
Class of Stock [Line Items]
Total common stock reserved for issuance	110,653,031	43,128,526
Stock Options
Class of Stock [Line Items]
Total common stock reserved for issuance	29,318,783	28,360,635
RSUs
Class of Stock [Line Items]
Total common stock reserved for issuance	10,764,848	3,630,447
Earnout Shares
Class of Stock [Line Items]
Total common stock reserved for issuance	17,600,000	0
Common Stock Warrants
Class of Stock [Line Items]
Total common stock reserved for issuance	50,000	0
Public warrants
Class of Stock [Line Items]
Total common stock reserved for issuance	28,750,000	0
Private Warrants
Class of Stock [Line Items]
Total common stock reserved for issuance	898,250	0
Employee stock purchase plan shares available for future purchase
Class of Stock [Line Items]
Total common stock reserved for issuance	3,047,669	0
Equity Awards Available For Future Issuance
Class of Stock [Line Items]
Total common stock reserved for issuance	20,223,481	3,631,787
Legacy Warrants
Class of Stock [Line Items]
Total common stock reserved for issuance	0	7,505,657

Summary of Significant Accounting Policies - Summary Of Contract with customer, contract asset, contract liability, and receivable (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Disaggregation of Revenue [Line Items]
Balance at January 1			$ 0	$ 1,100	$ 1,100	$ 1,830
Addition of deferred revenue					0	3,113
Recognition of revenue	$ (9)	$ (735)	$ (9)	$ (1,102)	(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

Related Party Transactions and Balances	9 Months Ended	12 Months Ended
Related Party Transactions and Balances	Sep. 30, 2025	Dec. 31, 2024
Related Party Transaction [Line Items]
Related Party Transactions and Balances	Note 16. Related Party Transactions and Balances Sales Partner Referral Agreement On June 30, 2025, the Company entered into a Sales Partner Referral Agreement (the “Referral Agreement”) with Burkhan LLC ( the “Sales Partner”), an affiliated party. Pursuant to the Referral Agreement, the Sales Partner will, on a non-exclusive basis, promote certain of the Company’s products and refer potential customers to the Company. The Company may approve or reject any customer opportunity presented by the Sales Partner in its sole discretion. Sales commissions payable to the Sales Partner are negotiable, as further discussed, below. The Referral Agreement has a term of three years and is terminable by either party for convenience on 30 days’ written notice or on five days’ written notice in the event of a material breach by the other party. The Referral Agreement also contains certain confidentiality and indemnification provisions. The Referral Agreement has an initial approved customer of BurTech Systems Tech LLC (“BST”), an affiliate of Burkhan. Under the agreement, BST will purchase up to $56.5 million of the Company’s products on behalf of an unaffiliated end user, beginning in the second quarter of 2025 through 2026. The Sales Partner will receive a commission, payable by the Company, of up to 10%, depending on its gross margins under the purchase order, payable in cash or partially, at the Company’s discretion, in shares of the Company’s common stock. During the three and nine months ended September 30, 2025, pursuant to the Referral Agreement, the Company recognized $1.3 million and $3.0 million, respectively, in revenue from sales to an affiliate of Burkhan, inclusive of sales commissions to Burkhan of $0.1 million and $0.3 million, respectively, which was reported as a reduction of revenue. The sales commission payable was included in the accrued expense and other current liabilities - related party balance as of September 30, 2025. As of September 30, 2025, there was $3.4 million in accounts receivable that was due from an affiliate of Burkhan, while as of December 31, 2024 there were no amounts due from this customer. Other Related Party Transactions and Balances During the three months ended September 30, 2024, the Company recognized revenue of $0.8 million, approximately 97% of total revenue, from sales to a minority stockholder, while during the nine months ended September 30, 2024, the Company recognized revenue of $1.5 million, approximately 98% of total revenue, from sales to two minority stockholders. In 2023, the Company issued a convertible note in the amount of $5.0 million or 41% of the total 2023 Convertible Note proceeds raised in 2023 to a related party investor holding more than a 10% ownership the Company’s outstanding stock. This related party investor also has a representative serving on the Company’s Board of Directors. In accordance with the terms of the 2023 Convertible Note NPA, the investor also received 2023 Convertible Note Warrants for no additional consideration resulting in the allocation of proceeds between the 2023 Convertible Note and the 2023 Convertible Note Warrants (see Note 10). The 2023 Convertible Note and 2023 Convertible Note Warrants held by this investor were subject to the adjustments in fair value. As of December 31, 2024, the related party 2023 Convertible Note and 2023 Convertible Note Warrants approximated $6.9 million and $8.0 million, respectively. Upon consummation of the Merger, this related party’s 2023 Convertible Note and 2023 Convertible Warrants were converted into shares of common stock (see Note 3). During the three and nine months ended September 30, 2025, the change in fair value for the respective 2023 Convertible Note was zero and $6.0 million, respectively (see Note 5). During the three and nine months ended September 30, 2024, the changes in fair value for the respective 2023 Convertible Note and 2023 Convertible Note Warrants equaled $0.3 million and $0.6 million, respectively, and immaterial and $(0.4) million, respectively (see Note 5). In January 2023, one of the minority investors with which the Company had a prior revenue arrangement, representing zero and approximately 21% of total revenues for the three and nine months ended September 30, 2024, also invested in a P2P Note in the amount of $3.3 million, or 35% of the total P2P proceeds raised in 2023 (see Note 9). In accordance with the terms of the 2022 P2P NPA, the minority investor also received P2P Warrants for no additional consideration resulting in the allocation of proceeds between the P2P Note and the P2P Warrants (see Note 9). The P2P Note and P2P Warrants held by the minority investor were subject to the adjustments in fair value. As of December 31, 2024, the related party P2P Note and P2P Warrants approximated $4.2 million. Effective January 13, 2025, this related party’s respective P2P Note and P2P Warrants were converted into common stock in connection with the Merger (see Note 3). During the three and nine months ended September 30, 2025, the change in fair value for the respective P2P Note was zero and $7.2 million, respectively (see Note 5). During the three and nine months ended September 30, 2024, the change in fair value for the respective P2P Note and P2P Warrants was immaterial and $0.4 million, respectively, and immaterial and ($0.4) million, respectively (see Note 5). In December 2022, one of the minority stockholders with which the Company had a prior revenue arrangement, representing approximately 97% and 77% of total revenues for the three and nine months ended September 30, 2024, respectively, and 98% of accounts receivable as of December 31, 2024, also invested in a P2P Note in the amount of $0.4 million, or 13% of the total P2P proceeds raised in 2022 (see Note 9). In accordance with the terms of the 2022 P2P NPA, the minority investor also received P2P Warrants for no additional consideration resulting in the allocation of proceeds between the P2P Note and the P2P Warrants (see Note 9). The P2P Note and P2P Warrants held by the minority investor were subject to the adjustments in fair value. As of December 31, 2024, the fair value of the related party P2P Note and P2P Warrants approximated $0.5 million and zero, respectively. Effective January 13, 2025, this related party’s respective 2022 P2P Note and P2P Warrants were converted into common stock in connection with the Merger (see Note 3). During the three and nine months ended September 30, 2025, the changes in fair value for this set of P2P Notes were zero and $0.8 million, respectively (see Note 5). During the three and nine months ended September 30, 2024, the changes in fair value for this set of P2P Note and P2P Note Warrants were immaterial and $0.4 million, respectively and immaterial (see Note 5). In January 2025, in connection with the consummation of the Merger, the Company signed the Shareholder Note (see Note 3). During the three and nine months ended September 30, 2025, the Company incurred zero and $0.5 million, respectively, of marketing expenses paid to a company owned by a direct family member of one of its minority stockholders and board of directors. During the three and nine months ended September 30, 2024, the Company incurred no such marketing expenses. As of September 30, 2025, the Company had amounts due to related parties for a working capital loan and other advances (see Note 9).	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 De ce mber 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 e nd ed 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 Com pany owned by a direct family member of a minority stockholder and Company board of director.

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- 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 850
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
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+ Details

Convertible Notes and Demand Notes - Additional Information (Details) - USD ($)	1 Months Ended	2 Months Ended	3 Months Ended	5 Months Ended	9 Months Ended	12 Months Ended
	Nov. 30, 2023	Feb. 28, 2023	Jun. 30, 2024	Nov. 30, 2023	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 22, 2023	Jul. 01, 2023	Feb. 01, 2023
Convertible Notes and Demand Notes [Line Items]
Change in fair value of debt instrument						$ 8,700,000
Fair value adjustment of warrants						$ 5,701,000	$ 945,000
Common stock, shares issued (in shares)					106,754,588	48,376,052	17,454,353
Related Party
Convertible Notes and Demand Notes [Line Items]
Outstanding advances from related party					$ 2,900,000	$ 0
BURTECH ACQUISITION CORP [Member]
Convertible Notes and Demand Notes [Line Items]
Common stock, shares issued (in shares)					87,314,968
Working Capital Loans Warrant [Member] \| BURTECH ACQUISITION CORP [Member]
Convertible Notes and Demand Notes [Line Items]
Outstanding balance					$ 1,500,000	0
2023 Note Purchase and Exchange Agreement [Member]
Convertible Notes and Demand Notes [Line Items]
Grant of restricted stock unit							$ 6,000,000
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
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				Dec. 09, 2024
Pay-to-Play Convertible Notes [Member] \| Exchange Agreement [Member]
Convertible Notes and Demand Notes [Line Items]
Pro rata basis of consideration								$ 20,000,000
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		$ 110,700,000
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
Pay to Play warrants [Member] \| Exchange Agreement [Member]
Convertible Notes and Demand Notes [Line Items]
Proceeds from issuance of warrants	$ 100,000
Unsecured Convertible Promissory Note [Member] \| Working Capital Loans Warrant [Member] \| BURTECH ACQUISITION CORP [Member]
Convertible Notes and Demand Notes [Line Items]
Price per which the outstanding principal amount can be converted											$ 10
Amount borrowed											$ 1,500,000

Summary of Significant Accounting Policies - Additional Information (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2025 USD ($) Segment Customer shares	Dec. 31, 2024 USD ($) Customer	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Highly liquid investments with an original maturity	90 days
Deferred underwriting fee payable	$ 200,000	$ 11,100,000	$ 1,500,000
Cash and cash equivalents inclusive of funds	23,100,000	49,300,000	0
Cash and cash equivalents		49,300,000	2,200,000
Allowance for credit losses	400,000	400,000
Finance Lease, Liability		0	0
Goodwill and Intangible Asset Impairment		0	0
Foreign Currency Transaction Loss, before Tax		0.2
Federal Depository Insurance coverage Limit		250,000,000
Restricted cash	300,000	$ 300,000	0
Highly Liquid Investments With an Original Maturity Description		90 days
Restricted Cash, Current	300,000	$ 300,000	0
Federal depository insurance coverage	$ 250,000
Number of customers \| Customer	2
Number of reportable segment \| Segment	1
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	Chief Executive Officer [Member]
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 Funds
Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents inclusive of funds	$ 3,800,000	5,100,000
Debt Securities		5,100,000
U.S. Government Money Market Funds
Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents inclusive of funds		9,200,000
U.S. Government Money Market Funds \| Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents inclusive of funds	$ 100,000
U.S. Government Treasury Securities
Summary of Significant Accounting Policies [Line Items]
Cash and cash equivalents inclusive of funds		30,600,000
Accounts Receivable
Summary of Significant Accounting Policies [Line Items]
Allowance for credit losses		400,000	400,000
Accounts Receivable, after Allowance for Credit Loss		$ 0	$ 500,000
Accounts Receivable \| Customer Concentration Risk
Summary of Significant Accounting Policies [Line Items]
Number of customers \| Customer		1
Accounts Receivable \| Customer Concentration Risk \| One Customer [Member]
Summary of Significant Accounting Policies [Line Items]
Percentage of concentration risk		98.00%	98.00%
Accounts Receivable \| Customer Concentration Risk \| Customer One
Summary of Significant Accounting Policies [Line Items]
Percentage of concentration risk	25.00%	98.00%
Accounts Receivable \| Customer Concentration Risk \| Customer Two
Summary of Significant Accounting Policies [Line Items]
Percentage of concentration risk	65.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk \| One Customer [Member]
Summary of Significant Accounting Policies [Line Items]
Percentage of concentration risk			100.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk \| First Customer In Two Customer [Member]
Summary of Significant Accounting Policies [Line Items]
Percentage of concentration risk		77.00%
Revenue, Segment Benchmark [Member] \| Customer Concentration Risk \| Second Customer In Two Customer [Member]
Summary of Significant Accounting Policies [Line Items]
Percentage of concentration risk		21.00%
Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Aggregate amount of contingent consideration equity shares \| shares	2,600,000
Common Stock [Member] \| Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Earnout shares receivable \| shares	15,000,000

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Line Items]
Statutory federal income tax rate	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%
Effective income tax rate	(0.10%)	(0.20%)	(0.10%)	(0.60%)	1.40%	0.70%
Valuation allowance					$ 75,826	$ 60,937
Federal operating loss carryforwards					215,500
Net operating loss carryforwards					149,900
Tax credit carryforwards					5,678	4,989
Unrecognized tax benefits					5,000	4,283	$ 3,811
Provision for income taxes	$ 21	$ 55	$ 222	$ 348	(952)	(598)
Maximum [Member]
Income Tax Disclosure [Line Items]
Valuation allowance					14,900
Provision for income taxes	$ 100
Domestic Tax Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Valuation allowance					75,800
Tax credit carryforwards					5,700
Foreign Tax Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Valuation allowance						$ 60,900
Foreign tax credits					97,200
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Tax credit carryforwards					$ 4,300

Stock-Based Compensation - Summary of RSU Activity Issued (Details) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2025 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSUs Awarded, Beginning balance \| shares	3,630,447
RSUs Awarded, Granted \| shares	8,872,307
Number of RSUs, issued \| shares	(1,331,257)
RSUs Awarded, Forfeited \| shares	(406,649)
RSUs Awarded, Ending balance \| shares	10,764,848
Weighted average grant-date fair value, Beginning balance \| $ / shares	$ 1.53
Weighted average grant-date fair value, Granted \| $ / shares	2.67
Weighted average grant-date fair value, issued \| $ / shares	2.64
Weighted average grant-date fair value, Forfeited \| $ / shares	2.29
Weighted average grant-date fair value, Ending balance \| $ / shares	$ 2.3

Common stock and Stock-Based Compensation - Summary Of Company's RSU Activity Issued (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2025	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	4,655,274	4,916,829	137,909
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	1,347,536		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	$ 1.19	$ 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

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires the C

omp

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of

of December

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.

of December

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

. As of December

2023

, the Company had

cash equivalents.

Restricted Cash

Restricted cash represents cash balances held as security deposits related to international payment services. As of December

2024

, restricted cash of $

0.3

million was included within other assets on the consolidated balance sheets. As of December

2023

, the Company had

restricted cash.

Accounts Receivable, Net

Accounts Receivable, net

Acco

Accounts Receivable, Net

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

Deferred Offering Costs

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

t recognize any impairment expense related to its long-lived assets.

Embedded Derivative Evaluation

. A

ny 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.

Committed Equity Facility

The Company evaluated the Committed Equity Facility to determine whether it should be accounted for under ASC 815,

Derivatives and Hedging

Legacy Blaize Convertible Notes

Prior to the consummation of the Merger, the Company accounted for its convertible notes, some of which contained predominantly fixed rate conversion features under ASU 2020-06,

. The Company elected to account for its convertible notes at fair value at each period end pursuant to ASC 825,

Financial Instruments

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.

Legacy Warrants

Earnout Shares

Earnout Shares issued to eligible Legacy Blaize employee equity award holders (“Employee Earnout Shares”) are considered a compensatory award and are accounted for under ASC 718,

Share-Based Compensation

. Further, these Employee Earnout Shares have been determined to be equity classified and accordingly, will not be remeasured at each reporting date.

Earnout Shares issued to Burkhan and Legacy Blaize shareholders not within the scope of ASC 718 (the “Other Earnout Shares”), were evaluated by management under ASC 480,

Distinguishing Liabilities from Equity

ificati

Legacy Blaize Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

Warrants

Revenue Recognition

ASC 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.


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Balance as of beginning of period	$	35		$	2,462		$	—		$	1,100
Additions to deferred revenue (1)		39			—			74			1,729
Deferred revenue recognized (1)		(9	)		(735	)		(9	)		(1,102	)

Balance as of end of period	$	65		$	1,727		$	65		$	1,727

(1)	Additions to deferred revenue and deferred revenue recognized during the three and nine months ended September 30, 2025 are from related parties (see Note 16).

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

Revenue Recognition

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

Revenue from Contracts with Customers

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

Step 1: Identify the contract with the customer.

Step 2: Identify the performance obligations in the contract.

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

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

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.

The

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

incurred

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

Cost of Revenue

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

Forfeitures are recognized as they occur.

Fair Value Measurements

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


Level 1:		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.

accrued compensation, accrued loss on purchase commitments, and working capital loans approximate

eir fair values due to their short-term maturities.

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

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

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. The following table presents the Company’s significant customers:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Customer A (See Note 16)		*			97	%		*			77	%
Customer B (See Note 16)		*			*			*			21	%
Customer C (See Note 16)		11	%		*			20	%		*
Customer D		88	%		*			70	%		*

*	Defined as less than 10% for the period.

Concentration of Credit Risk

250,000

. Investments in money markets are not insured or guaranteed by the FDIC or any other government agency.

As of December 31, 2024, one customer accounted for approximately

% of the Company’s accounts receivable. As of December 31, 2023, one customer, a related party, accounted for approximately

% of the Company’s accounts receivable (see Note 13).

% and

% 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

Segment Reporting

Chief Executive Officer

is the CODM, who reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources and evaluating financial performance.

Segment Reporting

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.

Recent Accounting Pronouncements

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

In December 2023, the FASB issued ASU 2023-09,

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

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.

In November 2024, the FASB issued ASU 2024-03,

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

In July 2025, the FASB issued ASU 2025-05,

Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

ny is currently evaluating the impact of the adoption of this standard.

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

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

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.

Research and Development

Advertising Costs

Emerging Growth Company Status

may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

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.

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.

Warrant Liabilities

Warrant

Liabilities

model

Fair Value Measurements (Details) - Backstop Subscription Agreement [Member] - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets:
Assets, Total	$ 44,894
Liabilities:
Financial Liabilities Fair Value Disclosure	163,340	$ 36,435
Pay to Play Convertible Notes [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	15,942	14,641
Two Thousand Twenty Three Convertible Notes [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	132,687	18,064
Warrant Liabilities [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	14,711	3,730
U.S. Government Treasury Securities
Assets:
Assets, Total	30,580
U.S. Money Market Funds held in Trust Account
Assets:
Assets, Total	9,247
Mutual funds
Assets:
Assets, Total	5,067
Level 1
Assets:
Assets, Total	44,894
Level 1 \| U.S. Government Treasury Securities
Assets:
Assets, Total	30,580
Level 1 \| U.S. Money Market Funds held in Trust Account
Assets:
Assets, Total	9,247
Level 1 \| Mutual funds
Assets:
Assets, Total	5,067
Level 3
Liabilities:
Financial Liabilities Fair Value Disclosure	163,340	36,435
Level 3 \| Pay to Play Convertible Notes [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	15,942	14,641
Level 3 \| Two Thousand Twenty Three Convertible Notes [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	132,687	18,064
Level 3 \| Warrant Liabilities [Member]
Liabilities:
Financial Liabilities Fair Value Disclosure	$ 14,711	$ 3,730

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	Sep. 30, 2025 shares	Jan. 14, 2025 shares	Dec. 22, 2023 shares	Jul. 03, 2023 $ / shares	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Common stock, shares outstanding (in shares)		48,376,052	17,454,353	106,754,588	98,818,874
Fair value adjustment of warrants \| $		$ 5,701	$ 945
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 stock, shares outstanding (in shares)		6,833,333
Minimum [Member] \| Common Class A [Member]
Class of Warrant or Right [Line Items]
Common stock, 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

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

Leases - Summary of Lease, Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Operating	$ 194	$ 205	$ 600	$ 549	$ 817	$ 989
Short-term	5	6	15	26	26	46
Total lease costs	$ 199	$ 211	$ 615	$ 575	$ 843	$ 1,035

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

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

Summary of Company's Assets and Liabilities Measured Fair Value On 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 value hierarchy:


	As of September 30, 2025
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Mutual funds	$	3,836	$	—	$	—	$	3,836
U.S. Government money market funds		41		—		—		41
Committed equity facility		—		—		125		125

Total assets, measured at fair value	$	3,877	$	—	$	125	$	4,002

Liabilities:
Unissued shares of common stock	$	155	$	—	$	—	$	155
Other earnout shares		—		—		20,561		20,561

Total liabilities, measured at fair value	$	155	$	—	$	20,561	$	20,716


	As of December 31, 2024
(Amounts in thousands)	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:
2023 convertible notes	$	—	$	—	$	132,687	$	132,687
Pay-to-Play convertible notes		—		—		15,942		15,942
Legacy warrants		—		—		14,711		14,711

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

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

Summary of Changes Fair Values of Liabilities

The change in the fair values of the Company’s Level 3 instruments during the three and nine months ended September 30, 2025 and 2024, were as follows:


(Amounts in thousands)	Committed equity facility			Pay-to-Play convertible notes			2023 convertible notes			Legacy warrants			Other earnout shares			Total
Balance as of December 31, 2024	$	—		$	15,942		$	132,687		$	14,711		$	—		$	163,340
Issuance of other earnout shares		—			—			—			—			126,024			126,024
Committed equity facility - day one put option		443			—			—			—			—			443
Committed equity facility - drawdown forward contracts		(255	)		—			—			—			—			(255	)
Change in estimated fair value		(63	)		27,232			138,471			60,345			(105,463	)		120,522
Conversion to common stock		—			(43,174	)		(271,158	)		(75,056	)		—			(389,388	)

Balance as of September 30, 2025	$	125		$	—		$	—		$	—		$	20,561		$	20,686


(Amounts in thousands)	Committed equity facility			Pay-to-Play convertible notes			2023 convertible notes			Legacy warrants			Other earnout shares			Total
Balance as of June 30, 2025	$	—		$	—		$	—		$	—		$	16,763		$	16,763
Committed equity facility - day one put option		443			—			—			—			—			443
Committed equity facility - drawdown forward contracts		(255	)		—			—			—			—			(255	)
Change in estimated fair value		(63	)		—			—			—			3,798			3,735

Balance as of September 30, 2025	$	125		$	—		$	—		$	—		$	20,561		$	20,686


(Amounts in thousands)	Committed equity facility			Pay-to-Play convertible notes			2023 convertible notes			Legacy warrants			Other earnout shares			Total
Balance as of December 31, 2023	$	—		$	14,641		$	18,064		$	3,730		$	—		$	36,435
Issuance of 2023 convertible notes and related warrants		—			—			105,902			4,816			—			110,718
Issuance of common stock warrants		—			—			—			464			—			464
Change in estimated fair value		—			1,336			24,585			(1,255	)		—			24,666

Balance as of September 30, 2024	$	—		$	15,977		$	148,551		$	7,755		$	—		$	172,283


(Amounts in thousands)	Committed equity facility			Pay-to-Play convertible notes			2023 convertible notes			Legacy warrants			Other earnout shares			Total
Balance as of June 30, 2024	$	—		$	16,042		$	133,088		$	7,665		$	—		$	156,795
Change in estimated fair value		—			(65	)		15,463			90			—			15,488

Balance as of September 30, 2024	$	—		$	15,977		$	148,551		$	7,755		$	—		$	172,283

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

Segment Reporting

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Segment Reporting Information [Line Items]

Segment Reporting

Note 17. Segment Reporting

The Company operates as a

single

reportable segment, and manages the business and evaluates financial performance on a consolidated basis. The CODM regularly receives and reviews consolidated financial results focusing primarily on revenue, key costs and expenses, net loss, and earnings before interest, tax, depreciation and amortization (“EBITDA”) and as further adjusted (“Adjusted EBITDA”), to make decisions regarding the allocation of resources and assessment of performance. The Company defines Adjusted EBITDA as net loss before interest, taxes, depreciation and amortization, certain non-cash items and other adjustments that it does not consider in its evaluation of ongoing operating performance from period to period.

Net loss is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Revenue	$	11,867		$	781		$	14,856		$	1,553
Cost of revenue		(10,091	)		(476	)		(11,222	)		(1,039	)
Employee costs		(17,175	)		(7,520	)		(51,498	)		(21,392	)
Technology costs		(1,499	)		(974	)		(5,192	)		(1,580	)
Depreciation and amortization		(364	)		(251	)		(1,011	)		(688	)
Interest income, net		693			1,273			1,406			1,677
Fair value changes and financing charges		(4,424	)		(15,488	)		(121,511	)		(25,130	)
Other items (1)		(5,265	)		(2,952	)		(29,436	)		(7,904	)

Net loss	$	(26,258	)	$	(25,607	)	$	(203,608	)	$	(54,503	)

(1)	“Other items” includes marketing expense, professional fees, income tax expense, facilities costs, transaction costs, foreign exchange gains and losses, credit loss expense, and other overhead expenses.

The following reflects the Company’s EBITDA and Adjusted EBITDA:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Net loss	$	(26,258	)	$	(25,607	)	$	(203,608	)	$	(54,503	)
Depreciation and amortization		364			251			1,011			688
Provision for income taxes		21			55			222			348
Interest income, net		(693	)		(1,273	)		(1,406	)		(1,677	)

EBITDA		(26,566	)		(26,574	)		(203,781	)		(55,144	)
Stock-based compensation		9,486			359			28,092			1,042
Fair value changes and financing charges		4,424			15,488			121,511			25,130
Transaction costs		—			77			12,043			163
Non-cash inventory cost realignment adjustments		(112	)		204			(656	)		179
Other adjustments (1)		1,702			(32	)		3,419			66

Adjusted EBITDA	$	(11,066	)	$	(10,478	)	$	(39,372	)	$	(28,564	)

(1)

The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets. Long-lived and ROU assets were located as follows:


	As of September 30, 2025				As of December 31, 2024
(Amounts in thousands)	Fixed Assets		ROU Assets		Fixed Assets		ROU Assets
North America	$	814	$	158	$	1,095	$	277
Asia Pacific		397		948		913		1,175
United Kingdom		54		586		73		321

Total	$	1,265	$	1,692	$	2,081	$	1,773

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.

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 Kingdom 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

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments And Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Loss Contingencies [Line Items]

Commitments and Contingencies

Note 15. Commitments and Contingencies

Purchase Commitments

As of September 30, 2025, the Company had outstanding purchase orders and contractual obligations totaling $0.5 million to procure inventory. The Company’s outstanding inventory purchase orders and preauthorized commitments to procure strategic components based on expected demand are placed with a server supplier, its primary third-party contract manufacturer, and a semiconductor supplier.

The Company has an obligation to purchase inventories that have been purchased by a contract manufacturer when components have not been consumed within a period defined in the terms of its agreement with the manufacturer. The Company purchased inventories due to this obligation as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Inventory purchases related to purchase obligations	$	46	$	346	$	150	$	4,088

While the Company expects such purchased components to be used in future production of its finished goods, these components are considered in its 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 may not be recoverable, the loss is probable and management has the ability to reasonably estimate the amount of the loss. As of September 30, 2025 and December 31, 2024, the liability balance of the Company’s accrued losses on purchase commitments equaled $0.6 million on the condensed consolidated balance sheets.

Legal Proceedings

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 Merger involving Legacy Blaize (the “Jefferies Engagement Letter”), pursuant to which Jefferies would be eligible for a fee of $4.5 million contingent upon the closing of the Merger and for reimbursement of expenses up to $0.5 million.

On April 7, 2025, Jefferies commenced a lawsuit against the Company, as successor to BurTech, in the Supreme Court of the State of New York, County of New York, asserting that, pursuant to the Jefferies Engagement Letter, it is entitled to payment of the amounts described above, along with pre- and post-judgment interest and legal costs and seeking summary judgment in lieu of complaint. On September 4, 2025, the court denied Jefferies’s motion for summary judgment, and on September 19, 2025, Jefferies filed a complaint. The Company has engaged counsel and intends to vigorously defend this matter.

In accordance with ASC 450 -

Contingencies

, the Company has recorded estimated liabilities as a maximum potential of contingent exposure in this matter of $5.0 million as of September 30, 2025, of which $4.0 million is included in accounts payable and $1.0 million is included in accrued expenses and other current liabilities.

Advisor Agreements

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 Board of Directors, is in the form of restricted stock units following the filing of a registration statement subsequent to the Merger consummation to register such shares, and subject to the advisors continued service on the applicable grant date. During the three months ended September 30, 2025, the Company released the advisor restricted stock units which had vested under the terms of the agreements (see Note 14).

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 3). Under the terms of the agreement, at the Company’s discretion, 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 common stock at a price of $10.00 per share at various dates in 2025. The finder’s fee, equal to a specified percentage of the trust value of 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 common stock at a price of $10.00 per share, concurrent with the close of the Merger. 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 $10.00 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 shares.

In April 2024, the Company entered into an advisory agreement for future services. The terms of the agreement require a non-refundable advisory fee of $2.0 million paid upon execution of the contract in the form of 769,231 shares of common stock (the “Fee Shares”). In July 2025, the Company released the 769,231 shares of common stock due under the advisory agreement. The Fee Shares are subject to a one-year lock-up provision (the “Lock-Up Period”) which expires the earlier of one year from the date of the agreement or the date of a change of control as defined in the agreement. Prior to the expiration of the Lock-Up Period, the advisor may sell the common stock shares back to the Company or an affiliate as defined in Rule 405 under the Securities Act. The Fee Shares subject to the lock-up provision are subject to adjustment if the dollar volume-weighted average price for the Company’s common stock (“VWAP”) 20 out of any 30 trading Days is at least $7.00 per share, then the Lock-Up Period shall be terminated with respect to fifty percent of the shares to be issued for the fee. Furthermore, if the VWAP of the common stock for 20 out of any 30 Trading Days is at least $10.00 per share, then the Lock-Up Period shall be terminated with respect to the other fifty percent of the Fee Shares, rounded up.

Note 12. Commitments and Contingencies

Purchase Commitments

As of December

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

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

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

2023

Merger Agreement as amended (see Note

, 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

and (ii) the Burkhan Pre-funded Warrant (see Note

for aggregate gross proceeds to the Company of $

25.0

million.

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.

April

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.

April

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

% 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.

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 $

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 $

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

- 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 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-4

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-9

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 720
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483359/720-20-50-1

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 460
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 27
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482395/460-10-55-27

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-9

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-4

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 460
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482425/460-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 450
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483076/450-20-50-1

+ Details

Common Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 14, 2025	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Jan. 14, 2025
Class of Stock [Line Items]
Common shares, shares authorized (in shares)		600,000,000		600,000,000		136,562,809	175,095,000
Common stock, shares issued (in shares)		106,754,588		106,754,588		48,376,052	17,454,353
Common stock, shares outstanding (in shares)		106,754,588		106,754,588		48,376,052	17,454,353	98,818,874
Aggregate purchase price		$ 2,238		$ 2,538
Price of common stock						$ 0.88	$ 0.25
Consideration paid		$ 0	$ 77	12,043	$ 163	$ 217	$ 105
Consideration paid in cash				$ 200
B. Riley \| Committed Equity Facility
Class of Stock [Line Items]
Aggregate number of shares issued				8,410,321
B. Riley \| Registration Rights Agreement \| Committed Equity Facility
Class of Stock [Line Items]
Aggregate purchase price	$ 50,000
Percentage of common stock shares issued	19.99%
Price of common stock		$ 3.45		$ 3.45
Common stock permit subsequent resale		20,326,158		20,326,158
Percentage of common stock to sell without prior stockholder approval		4.99%		4.99%
Consideration paid				$ 400
Consideration paid in cash				$ 200
Underwriting discount percentage		0.50%		0.50%
Fair value of issued shares		$ 200		$ 200
Consideration paid in shares				83,353
Number of shares sold				5,673,734
Net proceed from sale of shares				$ 20,000
Unused capacity under committed equity facility		$ 30,000		$ 30,000
Additional shares expect to sell		8,409,939		8,409,939
Remaining registered shares available for purchase		14,652,582		14,652,582
Commission expense		$ 600	$ 0	$ 600	$ 0
B. Riley \| Registration Rights Agreement \| Purchase
Class of Stock [Line Items]
Price of common stock	$ 0.97
VWAP as commission	0.03
Minimum \| B. Riley \| Registration Rights Agreement \| Committed Equity Facility
Class of Stock [Line Items]
Price of common stock	$ 1
Unused capacity under committed equity facility		$ 3.14		$ 3.14
Maximum \| B. Riley \| Registration Rights Agreement \| Committed Equity Facility
Class of Stock [Line Items]
Aggregate purchase price	$ 50,000			$ 50,000
Aggregate number of shares issued	20,326,316
Unused capacity under committed equity facility		$ 4.07		$ 4.07
Maximum \| B. Riley \| Registration Rights Agreement \| Purchase
Class of Stock [Line Items]
Aggregate number of shares issued	1,000,000
Percentage of common stock shares issued	25.00%

Warrant - Schedule of Black Scholes Option Pricing Model for Fair Value of Common Stock Warrants (Details)	1 Months Ended
	Feb. 28, 2025 $ / shares
Schedule of Black Scholes Option Pricing Model for Fair Value of Common Stock Warrants [Line Items]
Risk-free rate	4.30%
Expected life (in years)	5 years
Warrant For Expected Volatility Rate	60.00%
Weighted average fair value of common stock	$ 3.34

Leases - Additional Information (Details)	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term	2 years 6 months	3 years 2 months 12 days	4 years
Weighted average discount rate of ROU assets and lease liabilities	10.00%	9.90%	9.80%

Warrants - Additional Information (Details) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2025 Days $ / shares shares	Feb. 28, 2025 $ / shares shares	Dec. 31, 2024 USD ($) $ / shares	Dec. 31, 2023 $ / shares
Class of Warrant or Right [Line Items]
Warrants outstanding \| $			$ 14.7
Share Price			$ 0.88	$ 0.25
Public Warrants [Member] \| BURTECH ACQUISITION CORP [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued \| shares	28,750,000
Private Warrants [Member] \| BURTECH ACQUISITION CORP [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued \| shares	898,250
Publicly and Privately Traded Warrants \| BURTECH ACQUISITION CORP [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 11.5
Publicly and Privately Traded Warrants \| BURTECH ACQUISITION CORP [Member] \| Redemption of warrants when the price per common stock equals or exceeds $18.00
Class of Warrant or Right [Line Items]
Redemption price per public warrant (in dollars per share)	$ 0.01
Minimum threshold written notice period for redemption of public warrants	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
Warrants [Member]
Class of Warrant or Right [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	30 days
Common Stock Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued \| shares		50,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 104.43
Share Price		$ 11.5

Net Loss Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Note 18. Net Loss Per Share

The following table sets forth the computation of basic and dilutive net loss per share:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands, except share and per share amounts)	2025			2024			2025			2024
Numerator:
Net loss	$	(26,258	)	$	(25,607	)	$	(203,608	)	$	(54,503	)
Denominator:
Weighted average shares outstanding, basic and diluted (1)		103,585,681			17,478,371			100,130,737			17,466,606

Net loss per share, basic and diluted	$	(0.25	)	$	(1.47	)	$	(2.03	)	$	(3.12	)

(1)

Three and nine months ended September 30, 2025 include 1,944,865 vested but unissued shares underlying awards of RSUs to employees and 28,500 vested RSUs but unissued shares underlying awards of RSUs to advisors. The Company is contractually obligated to issue shares of common stock for all vested but unissued RSUs.

Net loss per share calculations and potentially dilutive security amounts for all periods prior to the closing of the Merger have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Merger to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the Exchange Ratio of approximately 0.78.

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 or out-of-the-money:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Stock options		29,318,783		12,736,621		29,318,783		12,736,621
RSUs		8,791,483		3,743,578		8,791,483		3,743,578
Earnout shares		17,600,000		—		17,600,000		—
Common stock warrants		50,000		—		50,000		—
Public warrants		28,750,000		—		28,750,000		—
Private warrants		898,250		—		898,250		—
Redeemable convertible preferred stock		—		34,702,999		—		34,702,999
Legacy warrants		—		4,695,604		—		4,695,604

Total potentially dilutive shares		85,408,516		55,878,802		85,408,516		55,878,802

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).

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net loss			$ (61,195)	$ (87,589)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	$ 1,011	$ 688	886	2,040
Noncash lease expense			649	815
Pay-to-Play financing charge				35,832
Debt financing charge on convertible notes		464	464	3,145
Stock-based compensation	28,092	1,042	3,847	2,483
Credit loss expense			570	421
Deferred income taxes			(1,124)	(107)
Loss on purchase commitments			0	1,165
Non-cash loss on lease termination				(18)
Changes in operating assets and liabilities:
Accounts receivable, net			(614)	362
Accounts receivable - related party			467	639
Inventories			(2,039)	(2,186)
Prepaid expenses and other current assets			(21,630)	167
Other assets			15	64
Accounts payable and accrued liabilities			10,988	9,500
Operating lease liabilities			(616)	(854)
Income taxes payable			2,108	(590)
Accrued loss on purchase commitments			(2,985)	(3,022)
Accrued compensation			(325)	34
Other liabilities			1,279	(733)
Change in fair value of convertible notes			10,022	9,532
Change in fair value of warrant liabilities			5,701	945
Net cash used in operating activities:	(57,290)	(35,788)	(53,532)	(27,955)
Cash flows from investing activities:
Purchases of property and equipment	(707)	(1,165)	(902)	(220)
Net cash used in investing activities	(707)	(1,165)	(902)	(220)
Cash flows from financing activities:
Merger and PIPE financing, net of transaction costs	15,874
Funds held in escrow	503
Payment of deferred offering costs	(4,332)	(3,668)	(4,357)
Repayment of advances from related party	(114)
Proceeds from issuance of common stock, net of financing charge on the committed equity facility	20,024
Payment of committed equity facility transaction costs	(200)
Proceeds from short term demand notes				4,925
Repayment of short term demand notes		(4,750)	(4,750)	(176)
Proceeds from exercise of stock options	18	80	98	1
Proceeds from convertible notes		110,718	110,718	12,300
Net cash provided by financing activities	31,773	102,380	101,709	26,475
Net change in cash, cash equivalents and restricted cash	(26,224)	65,427	47,275	(1,700)
Cash, cash equivalents and restricted cash at beginning of period	50,488	3,213	3,213	4,913
Cash, cash equivalents and restricted cash at end of period	24,264	68,640	50,488	3,213
Components of cash, cash equivalents and restricted cash:
Cash and cash equivalents	24,001	68,640	50,237	3,213
Restricted cash (included within other assets)	263		251
Cash - end of period	24,001	68,640	50,237	3,213
Total cash, cash equivalents and restricted cash	24,264	68,640	50,488	3,213
Supplemental cash flow disclosures:
Cash paid for income taxes			223
Cash paid during the year for interest			245	3
Supplemental non-cash disclosures:
Property and equipment acquired in accounts payable & accrued expenses			510
Reissuance of Shadow Preferred in Pay-to-Play Pull Through Exchange at redemption value				109,327
Operating lease asset obtained in exchange for new operating lease liabilities	431		0	1,673
Right-of-use assets and lease liabilities extinguished upon termination of lease, net of gain				(108)
Conversion of convertible notes to common stock	314,334
Capitalized deferred offering costs included in accounts payable and accrued expenses and other current liabilities	241	864
Issuance of warrants with convertible notes		$ 4,816	4,816	1,690
Capitalized deferred offering costs included in accounting payable and accrued liabilities			$ 6,764	1,491
Net exercise of warrants for common stock	75,056
Issuance of warrants for professional services	167
Issuance of common stock	8,754
Redemption of common shares with cash held in escrow	33,157
Issuance of common stock under committed equity facility	243
Issuance of common stock to advisors	$ 2,538
Pay-to-Play convertible notes and Common Rights Offering
Cash flows from financing activities:
Proceeds from convertible notes				$ 9,425

Supplementary Balance Sheet Information - Schedule of Property Plant And Equipment Net (Details) - USD ($) $ in Thousands	Sep. 30, 2025	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	$ 1,265	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

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (PARENTHETICAL) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Common shares, par value (in dollars per share)	$ 0.0001	$ 0.00001
Common stock, shares authorized (in shares)	136,562,809	175,095,000
Common stock, shares outstanding (in shares)	48,376,052	17,454,353
Common stock, shares issued (in shares)	48,376,052	17,454,353
Treasury stock, common shares (in shares)	124,225	124,225
Redeemable Convertible Preferred Stock
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

Common Stock

9 Months Ended

Sep. 30, 2025

Stockholders' Equity Note [Abstract]

Common Stock

Note 13. Common Stock

Common Stock

As of September 30, 2025 and December 31, 2024, there were 600,000,000 and 136,562,809 shares of common stock authorized, respectively, and 106,754,588 and 48,376,052 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. Holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

Shares of common stock reserved for issuance are as follows:


	As of September 30, 2025		As of December 31, 2024
Stock options		29,318,783		28,360,635
RSUs		10,764,848		3,630,447
Earnout shares		17,600,000		—
Common stock warrants		50,000		—
Public warrants		28,750,000		—
Private warrants		898,250		—
Employee stock purchase plan shares available for future purchase		3,047,669		—
Equity awards available for future issuance (1)		20,223,481		3,631,787
Legacy warrants		—		7,505,657

Total common stock reserved for issuance		110,653,031		43,128,526

(1)	As of September 30, 2025, includes 32,000 shares of vested RSUs due to an advisor to satisfy an outstanding liability, which will be issued from the 2025 Equity Incentive Plan. Half of these awards were issued in exchange for shares of common stock due to the same advisor in prior periods.

For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the exchange ratio.

Committed Equity Facility

On July 14, 2025, the Company entered into the Committed Equity Facility and a Registration Rights Agreement with B. Riley (see Note 1).

Pursuant to the Committed Equity Facility, the Company has the right, but not the obligation, to direct B. Riley to purchase newly issued common shares of common stock up to an aggregate value of $50.0 million over a defined 36-month period. The total aggregate shares issued to B. Riley under the Committed Equity Facility cannot exceed 20,326,316, representing 19.99% of the aggregate number of shares issued and outstanding immediately prior to the execution of the Committed Equity Facility, without prior stockholder approval. Provided that the closing price of the Company’s common stock on the trading day immediately prior to each purchase is greater than $1.00 per share and all prior purchases between the parties are finalized, the Company has the right to sell shares of its common stock to B. Riley in distinct individual transactions (each a “Purchase”). The total number of shares to be issued per Purchase may not exceed 1,000,000 shares and will be further limited by a calculated percentage, not to exceed 25%, of the total aggregate trading volume during a defined period of time applicable to each Purchase. The Committed Equity Facility establishes the purchase price per share as 0.97 of the volume-weighted average price (“VWAP”) of the common stock for the defined period applicable to each Purchase, with 0.03 of the VWAP as commission to B. Riley, and excluding specific transactions outlined in the Committed Equity Facility. All such calculations are subject to adjustment for any stock dividend, stock split, stock combination, recapitalization or other similar transactions.

Pursuant to the Registration Rights Agreement entered into with B. Riley, 20,326,158 shares of common stock have been registered to permit the subsequent resale of shares purchased under the Committed Equity Facility. The Company controls the timing and amount of any sales to B. Riley, which depends on a variety of

factors including, among other things, market conditions, the trading price of the Company’s common stock, and determinations by the Company as to appropriate sources of funding for its business and operations. However, B. Riley’s obligation to purchase shares is subject to certain conditions. In all instances, the Company may not sell shares of its common stock under the Committed Equity Facility if it would result in B. Riley beneficially owning more than 4.99% of its common stock at any one point in time prior to the execution of the agreement without prior stockholder approval.

The Committed Equity Facility will automatically terminate on the earlier of (i) one day after the 36-month anniversary of the Commencement Date, (ii) the date on which B. Riley shall have purchased the shares of common stock for an aggregate purchase price of $50.0 million or (iii) various other dates associated with events as set forth in the agreement. Neither the Company nor B. Riley may assign or transfer any of their respective rights or obligations under the Committed Equity Facility or the Registration Rights Agreement. No provision of the Committed Equity Facility or the Registration Rights Agreement may be modified or waived by either party.

At inception, the Company evaluated the Committed Equity Facility and determined that it was not indexed to the Company’s shares of common stock and, therefore, measures the derivative asset associated with the Committed Equity Facility at fair value based on the consideration transferred to B. Riley in exchange for its irrevocable commitment to purchase up to $50.0 million in shares of the Company’s common stock. The derivative asset is revalued at each reporting date with changes in the fair value reported as non-operating income or expense (see Notes 5 and 6).

The fair value associated with the Committed Equity Facility is dependent upon, among other things, changes in the closing share price of the Company’s common stock, the quantity and purchase price of shares sold under the agreement during the reporting period, the unused funding capacity and the cost of raising other forms of capital. As certain inputs are not observable in the market, the derivative asset is classified as a Level 3 instrument within the fair value hierarchy. The Company adjusts the previous fair value estimate of the Committed Equity Facility at each reporting period end based on changes in the weighted average purchase price of shares purchased by B. Riley during the period, the unused capacity available, expected share price volatility, and other macroeconomic factors which impact the cost of raising comparable forms of capital.

The Company incurred costs associated with the Committed Equity Facility totaling $0.4 million, of which $0.2 million was in cash, representing 0.5% of B. Riley’s $50.0 million total aggregate purchase commitment under the Committed Equity Facility, and $0.2 million in fair value related to the issuance of 83,353 shares of common stock. The total consideration paid to B. Riley of $0.4 million was recognized on day one as a derivative asset with subsequent change in fair value reflected in the condensed consolidated statement of operations.

During the three and nine months ended September 30, 2025, the Company settled a total of 5,673,734 shares of the Company’s common stock, sold to B. Riley under this agreement, for net proceeds of $20.0 million. The VWAP of shares purchased by B. Riley ranged from $3.14 to $4.07 per share during the three and nine months ended September 30, 2025.

Based on the September 30, 2025 closing share price of our common stock of $3.45 and $30.0 million of unused capacity under the Committed Equity Facility as of September 30, 2025, the Company would expect to sell only an additional 8,409,939 of its total 14,652,582 remaining registered shares available for purchase under the Committed Equity Facility. Total commission expense of $0.6 million was recognized as a financing charge within “other, net” on the condensed consolidated statement of operations during the three and nine months ended September 30, 2025. The Company had no commission expense during the three and nine months ended September 30, 2024, as the Committed Equity Facility was entered into during 2025.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

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 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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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 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

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Beginning balance	36,363,184	16,437,980	1,325,844
Number of options outstanding, Granted		21,329,457	15,141,280
Number of options outstanding, Exercised		$ (17,000)	$ 0
Number of Options, Forfeited		(1,333,107)	(19,543)
Number of Options, Ending balance		36,363,184	16,437,980	1,325,844
Number of Options, Vested and expected to vest		35,560,434
Number of Options, Exercisable		9,614,865
Weighted Average Exercise Price, Beginning Balance	$ 0.99	$ 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, Forfeited		1.54	15.53
Weighted Average Exercise Price, Ending Balance		0.99	$ 1.12	$ 9.1
Weighted average exercise price, Vested and expected to vest		0.99
Weighted average exercise price, Exercisable		$ 1.58
Weighted average remaining contractual life (in years)		9 years 2 months 12 days	9 years 3 months 18 days	5 years 7 months 6 days
Weighted average remaining contractual life (in years), Vested and expected to vest		9 years 1 month 6 days
Weighted average remaining contractual life (in years), Exercisable		8 years 3 months 18 days
Aggregate intrinsic value, Outstanding		$ 22,845	$ 13,907,000	$ 925,000
Aggregate intrinsic value, Vested and expected to vest		22,492
Aggregate intrinsic value, Exercisable		$ 7,066
2011 Amended Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Beginning balance	28,360,635
Number of options outstanding, Granted	1,347,536		10,929,820
Number of options outstanding, Exercised	$ (15,080,000)
Number of Options, Forfeited	(374,308)
Number of Options, Ending balance	29,318,783	28,360,635
Number of Options, Vested and expected to vest	29,318,783
Number of Options, Exercisable	15,847,903
Weighted Average Exercise Price, Beginning Balance	$ 1.27
Weighted Average Exercise Price, Granted	3.57
Weighted Average Exercise Price, Exercised	1.18
Weighted average exercise price, Forfeited	1.31
Weighted Average Exercise Price, Ending Balance	1.37	$ 1.27
Weighted average exercise price, Vested and expected to vest	1.37
Weighted average exercise price, Exercisable	$ 1.48
Weighted average remaining contractual life (in years)	8 years 6 months	9 years 2 months 12 days
Weighted average remaining contractual life (in years), Vested and expected to vest	8 years 6 months
Weighted average remaining contractual life (in years), Exercisable	8 years 1 month 6 days
Aggregate intrinsic value, Outstanding	$ 68,324,000	$ 22,741,000
Aggregate intrinsic value, Vested and expected to vest	68,324,000
Aggregate intrinsic value, Exercisable	$ 38,507,000

Net Loss Per Share - Schedule Of Potentially Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 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 (estimated See Note 8)	4,500,000	0
Total potentially dilutive shares	93,896,421	74,674,910

Leases - Schedule of Future Minimum Lease Payments under Non-Cancellable Operating Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 205	$ 721
2026	758	534
2027	516	421
2028	349	357
2029	15	13
Total future lease payments	1,843	2,046
Less: imputed interest	(217)	(302)
Present value of net future minimum lease payments	1,626	1,744
Less: Operating lease liabilities, current	(678)	(578)	$ (569)
Total operating lease liabilities, non-current	$ 948	$ 1,166	$ 1,791

Common stock and Stock-Based Compensation-Summary Of Company Recorded Stock-Based Compensation Expense For Stock Options (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 9,486	$ 359	$ 28,092	$ 1,042	$ 3,847	$ 2,483
Research and Development [Member]
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	3,700	189	12,871	539	1,106	372
Selling, General and Administrative [Member]
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 5,786	$ 170	$ 15,221	$ 503	$ 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/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 6: http://www.xbrl.org/2003/role/recommendedDisclosureRef
-Topic 272
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-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483014/272-10-45-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482987/272-10-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 13
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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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 14: 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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+ Details

Inventories

9 Months Ended

Sep. 30, 2025

Inventory Disclosure [Abstract]

Inventories

Note 7. Inventories

Inventories consist of the following:


(Amounts in thousands)	As of September 30, 2025		As of December 31, 2024
Raw materials	$	7,432	$	7,410
Work in progress		446		1,064
Finished goods		904		87

Total inventories	$	8,782	$	8,561

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2025	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 24,001	$ 50,237	$ 3,213
Accounts receivable, net	10,218	55	11
Accounts receivable - related party, net	3,363		467
Inventories	8,782	8,561	6,522
Prepaid expenses and other current assets	8,418	14,837	2,836
Total current assets	54,782	73,690	13,049
Property and equipment, net	1,265	2,081	1,555
Deferred income tax assets	2,363	2,157	1,033
Operating lease right-of-use assets	1,692	1,773	2,423
Other assets	802	815	579
Total assets	60,904	80,516	18,639
Current liabilities:
Accounts payable	15,112	7,904	14,925
Accrued expenses and other current liabilities	10,537	11,996	7,464
Accrued expenses and other current liabilities - related party	384
Accrued loss on purchase commitments	601	603	3,588
Accrued compensation	2,610	1,613	1,938
Income tax payable	2,518	2,109	1
Operating lease liabilities, current	678	578	569
Working capital loan - related party	1,500
Advances from related party	2,857
Warrants		14,711
Convertible notes		148,629	14,641
Demand notes			4,750
Total current liabilities	36,797	188,143	47,876
Operating lease liabilities	948	1,166	1,791
Other earnout shares	20,561
Other liabilities	1,292	1,670	391
Warrant liabilities		0	3,730
Convertible notes		0	18,064
Total liabilities	59,598	190,979	71,852
Commitments and contingencies
Stockholders' equity (deficit):
Common stock - $0.0001 par value; 600,000,000 and 136,562,809 shares authorized as of September 30, 2025 and December 31, 2024, respectively, and 106,754,588 and 48,376,052 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	11	5	0
Treasury stock, at cost: 124,225 shares at December 31, 2024 and 2023		0	0
Additional paid-in capital	634,154	145,441	141,496
Accumulated deficit	(632,859)	(429,251)	(368,056)
Total stockholders' equity (deficit)	1,306	(283,810)	(226,560)
Total liabilities and stockholders' equity (deficit)	$ 60,904	80,516	18,639
Adjusted Balance [Member]
Stockholders' equity (deficit):
Additional paid-in capital		318,783
Total stockholders' equity (deficit)		(110,463)	(53,213)
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	$ 173,347

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
Statutory liabilities	148	0
Other	65,000	82,000
Total accrued compensation	$ 1,613,000	$ 1,938,000

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

Merger and Reverse Recapitalization - Schedule of Number of Shares of Common Stock Outstanding on Merger (Details) - shares	9 Months Ended
	Sep. 30, 2025	Jan. 14, 2025	Jan. 13, 2025	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Common stock, shares outstanding	106,754,588	98,818,874		48,376,052	17,454,353
Sponsor forfeiture	(2,000,000)
Shareholder Note receivable	750,000
PIPE shares	1,529,500
Merger And Pipe Financing Shares, Total	11,408,957
Legacy Blaize shares	87,314,968
Issuance of common stock to advisors	94,949
Class A common stock [Member] \| Bur Tech
Business Acquisition [Line Items]
Common stock, shares outstanding			10,816,995
Common stock shares subject to redemption outstanding prior to merger	4,104,543
Redemption of common stock shares to business combination	(937,844)
Non-redemption escrow	(2,854,242)
Common stock (in shares)	9,879,452
Class B Common Stock \| Bur Tech
Business Acquisition [Line Items]
Common stock, outstanding prior to the Merger	5

Stock-Based Compensation - Summary of RSU Activity Issued (Parenthetical) (Details)	Sep. 30, 2025 shares
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares subject to release of vested restricted stock units	1,973,365

- 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

Income Taxes - Schedule of Company's Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2025	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&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	$ 2,363	$ 2,157	$ 1,033

Segment Reporting (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Segment Reporting Information [Line Items]

Summary of net loss and Adjusted EBITDA

Net loss is as follows:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Revenue	$	11,867		$	781		$	14,856		$	1,553
Cost of revenue		(10,091	)		(476	)		(11,222	)		(1,039	)
Employee costs		(17,175	)		(7,520	)		(51,498	)		(21,392	)
Technology costs		(1,499	)		(974	)		(5,192	)		(1,580	)
Depreciation and amortization		(364	)		(251	)		(1,011	)		(688	)
Interest income, net		693			1,273			1,406			1,677
Fair value changes and financing charges		(4,424	)		(15,488	)		(121,511	)		(25,130	)
Other items (1)		(5,265	)		(2,952	)		(29,436	)		(7,904	)

Net loss	$	(26,258	)	$	(25,607	)	$	(203,608	)	$	(54,503	)

(1)	“Other items” includes marketing expense, professional fees, income tax expense, facilities costs, transaction costs, foreign exchange gains and losses, credit loss expense, and other overhead expenses.

The following reflects the Company’s EBITDA and Adjusted EBITDA:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands)	2025			2024			2025			2024
Net loss	$	(26,258	)	$	(25,607	)	$	(203,608	)	$	(54,503	)
Depreciation and amortization		364			251			1,011			688
Provision for income taxes		21			55			222			348
Interest income, net		(693	)		(1,273	)		(1,406	)		(1,677	)

EBITDA		(26,566	)		(26,574	)		(203,781	)		(55,144	)
Stock-based compensation		9,486			359			28,092			1,042
Fair value changes and financing charges		4,424			15,488			121,511			25,130
Transaction costs		—			77			12,043			163
Non-cash inventory cost realignment adjustments		(112	)		204			(656	)		179
Other adjustments (1)		1,702			(32	)		3,419			66

Adjusted EBITDA	$	(11,066	)	$	(10,478	)	$	(39,372	)	$	(28,564	)

(1)

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


	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

Summary of long-lived and ROU assets

The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets. Long-lived and ROU assets were located as follows:


	As of September 30, 2025				As of December 31, 2024
(Amounts in thousands)	Fixed Assets		ROU Assets		Fixed Assets		ROU Assets
North America	$	814	$	158	$	1,095	$	277
Asia Pacific		397		948		913		1,175
United Kingdom		54		586		73		321

Total	$	1,265	$	1,692	$	2,081	$	1,773

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 8. Income Taxes

During the three and nine months ended September 30, 2025, the Company recorded provision for income taxes of less than $0.1 million and $0.2 million, respectively, which represented effective tax rates of (0.1)% and (0.1)%, respectively, while during the three and nine months ended September 30, 2024, the Company recorded a provision for income taxes of $0.1 million and $0.3 million respectively, which represented effective tax rates of (0.2)% and (0.6)%, respectively. The effective income tax rates for the three and nine months ended September 30, 2025 and 2024 are different from the U.S. federal statutory rate of 21.0% due to a full valuation allowance.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740,

Income Taxes

, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company is in the process of evaluating the impact of OBBBA on its condensed consolidated financial statements. Any results of such evaluations will be reflected in the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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	)

Income

tax expense differs from the amount of income tax determined by applying the U.S. federal statutory income tax rate of

% 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	%

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

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

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 740
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477617/942-740-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478822/944-740-50-1

Reference 4: 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 5: http://www.xbrl.org/2003/role/exampleRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 6: 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 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 9: 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 10: 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 11: 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 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 13: 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 14: 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 15: 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 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: 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

Revenue

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue

Note 4. Revenue

Disaggregation of Revenue

The following table presents the Company’s revenue information by customer geographical region:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Asia Pacific	$	10,445	$	—	$	11,411	$	333
North America		1,338		779		3,312		1,215
Other		84		2		133		5

Total revenue	$	11,867	$	781	$	14,856	$	1,553

The following provides a disaggregation of revenue based on the method of revenue recognition:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Revenue recognized at a point in time	$	11,858	$	24	$	14,847	$	360
Revenue recognized over time		9		757		9		1,193

Total revenue	$	11,867	$	781	$	14,856	$	1,553

Note 3. Revenue

Disaggregation of Revenue

The following table presents the Company’s revenue information by ge

ographica

l region for

e 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 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-7

Reference 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 4: 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 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-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
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-Section 50
-Paragraph 12
-Subparagraph (d)
-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 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

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 ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Pretax loss	$ (26,237)	$ (25,552)	$ (203,386)	$ (54,155)	$ (62,147)	$ (88,187)
Federal tax at statutory rate					(13,049)	(18,522)
State taxes, net of federal benefit					1	1
Gain on remeasurement of warrant liability					3,302	0
Pay-to-Play equity financing charge (permanent difference)					0	7,525
Other permanent differences					802	3,620
Return to accrual adjustment					(896)	(433)
Foreign tax rate differential					195	111
Tax credits					(1,211)	(539)
Uncertain tax positions					410	270
Valuation allowance					10,290	7,936
Other, net					(796)	(567)
Income tax expense	$ 21	$ 55	$ 222	$ 348	$ (952)	$ (598)
Federal tax at statutory rate (in percent)	21.00%	21.00%	21.00%	21.00%	21.00%	21.00%
State taxes, net of federal benefit (in percent)					0.00%	0.00%
Gain on remeasurement of warrant liability (in percent)					(5.30%)	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)	(0.10%)	(0.20%)	(0.10%)	(0.60%)	1.40%	0.70%

Stock-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 14. Stock-Based Compensation

The Company recorded stock-based compensation expense for stock options and RSUs as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Research and development	$	3,700	$	189	$	12,871	$	539
Selling, general and administrative		5,786		170		15,221		503

Total	$	9,486	$	359	$	28,092	$	1,042

Equity Award Plans

In January 2025, the Board of Directors approved, and the Company adopted the 2025 Incentive Award Plan (the “2025 Incentive Plan”), replacing the historical 2011 Equity Incentive Plan (“2011 Amended Stock Plan”). The 2025 Incentive Plan provides for the grant of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, RSUs and other stock or cash-based awards to employees and consultants of the Company and its subsidiaries and members of the board of directors of the Company. As of September 30, 2025, the total number of authorized shares available under the 2025 Incentive Plan is 30,500,000.

Under the 2025 Incentive Plan, stock options, including incentive stock options (“ISOs”), may be granted to employees at exercise prices not lower than the fair value of the stock as of the date of grant. 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 of Directors.

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.

Under the 2025 Incentive Plan, RSUs are unfunded, unsecured rights to receive, on the applicable settlement date, shares of common stock or an amount in cash, or a combination thereof, as determined by the Administrator, subject to vesting conditions, which may include continued employment or service, or the achievement of performance criteria established by the Administrator.

During the nine months ending September 30, 2025, the Company commenced the granting of equity awards under the 2025 Incentive Plan. As of September 30, 2025, 20,223,481 shares of common stock were reserved for issuance under the 2025 Incentive Plan.

Following the effectiveness of the 2025 Incentive Plan, the Company ceased making grants under the 2011 Amended Plan and all remaining unissued shares were retired. However, the 2011 Amended Plan continues to govern the terms and conditions of the outstanding awards granted under it. Shares of common stock subject to the awards granted under the 2011 Plan that cease to be subject to such awards by forfeiture or otherwise after the termination of the 2011 Amended Plan will be retired and no longer be available for issuance.

Under the 2011 Amended Plan, the Company had previously issued RSUs, which vested upon the satisfaction of both the service-based condition and a liquidity event condition. The liquidity event condition for the RSUs was satisfied upon the occurrence of a qualifying event, defined specifically in the equity documents, and generally referred 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 (see Note 3). 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 vested) or the expiration date of the award. The RSUs expired 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 was determined based on the estimated fair value of shares of common stock at the date of grant, as determined by the Board of Directors.

Stock Options

A summary of stock option activity is as follows:


(Value in thousands, life in years)	Number of options			Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding as of December 31, 2024		28,360,635		$	1.27		9.2	$	22,741
Granted		1,347,536			3.57
Exercised		(15,080	)		1.18
Forfeited		(374,308	)		1.31

Outstanding as of September 30, 2025		29,318,783		$	1.37		8.5		68,324

Vested and expected to vest as of September 30, 2025		29,318,783		$	1.37		8.5		68,324

Exercisable as of September 30, 2025		15,847,903		$	1.48		8.1		38,507

As of September 30, 2025, there was $15.9 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted average period of 1.8 years.

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 closing share price of the Company’s common stock, as well as assumptions regarding a number of complex and subjective variables. These variables include expected share price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends.

During the three and nine months ended September 30, 2025, the grant date fair value of the stock options granted was $2.05 per share. The fair value of the options issued was determined using the Black-Scholes option pricing model, using the following inputs:


	Three and Nine Months Ended September 30, 2025
Weighted average exercise price (per share)	$	3.57
Risk-free rate		3.7	%
Expected life (in years)		5.6
Expected volatility rate		60.7	%
Dividend yield rate		—	%

During the three months ended September 30, 2025, the Company accelerated the vesting associated with 388,988 outstanding options resulting in $1.1 million of incremental stock based compensation expense.

RSUs

A summary of the Company’s RSU activity is as follows:


	Number of RSUs (1)			Weighted average grant date fair value
Balance as of December 31, 2024		3,630,447		$	1.53
Granted		8,872,307			2.67
Issued		(1,331,257	)		2.64
Forfeited		(406,649	)		2.29

Balance as of September 30, 2025		10,764,848		$	2.30

(1)

Immediately prior to the consummation of the Merger, the RSUs had both a service-based condition and a liquidity event condition. The liquidity event condition was satisfied on the consummation of the liquidity event, and effective with the consummation of the Merger, the Company recognized $3.9 million in stock-based compensation expense associated with the vesting of the outstanding RSUs (see Note 3).

As of September 30, 2025, there was $20.7 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 2.7 years.

Employee Stock Purchase Plan

In January 2025, the Board of Directors adopted the 2025 Employee Stock Purchase Plan (the “2025 ESPP”) in order to enable eligible employees to purchase shares of common stock with accumulated payroll deductions. Under the 2025 ESPP, eligible employees will be able to purchase share of common stock at a discount over a series of offering periods, which may consist of one or more purchase periods. The purchase price for shares of common stock purchased under the 2025 ESPP will be 85% of the lesser of the fair market value of shares of common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each purchase period in the applicable offering period.

As of September 30, 2025, 3,047,669 shares of common stock were reserved for issuance pursuant to the 2025 ESPP, and no shares of stock had been purchased by employees as the Company had not commenced the 2025 ESPP.

Stock-Based Compensation (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Summary of Stock-based Compensation Expense

The Company recorded stock-based compensation expense for stock options and RSUs as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Research and development	$	3,700	$	189	$	12,871	$	539
Selling, general and administrative		5,786		170		15,221		503

Total	$	9,486	$	359	$	28,092	$	1,042

The Company recorded stock-based compensation expense for stock options and the

2024

cancellation of

135,400

RSUs during the years ended December

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 Stock Option Activity

A summary of stock option activity is as follows:


(Value in thousands, life in years)	Number of options			Weighted average exercise price		Weighted average remaining contractual life		Aggregate intrinsic value
Outstanding as of December 31, 2024		28,360,635		$	1.27		9.2	$	22,741
Granted		1,347,536			3.57
Exercised		(15,080	)		1.18
Forfeited		(374,308	)		1.31

Outstanding as of September 30, 2025		29,318,783		$	1.37		8.5		68,324

Vested and expected to vest as of September 30, 2025		29,318,783		$	1.37		8.5		68,324

Exercisable as of September 30, 2025		15,847,903		$	1.48		8.1		38,507

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 RSU Activity Issued

A summary of the Company’s RSU activity is as follows:


	Number of RSUs (1)			Weighted average grant date fair value
Balance as of December 31, 2024		3,630,447		$	1.53
Granted		8,872,307			2.67
Issued		(1,331,257	)		2.64
Forfeited		(406,649	)		2.29

Balance as of September 30, 2025		10,764,848		$	2.30

(1)

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

Summary of Fair Value of Options Issued using Black-Scholes Option Pricing Model

The fair value of the options issued was determined using the Black-Scholes option pricing model, using the following inputs:


	Three and Nine Months Ended September 30, 2025
Weighted average exercise price (per share)	$	3.57
Risk-free rate		3.7	%
Expected life (in years)		5.6
Expected volatility rate		60.7	%
Dividend yield rate		—	%

Net Loss Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of computation of basic and dilutive net loss per share

The following table sets forth the computation of basic and dilutive net loss per share:


	Three Months Ended September 30,						Nine Months Ended September 30,
(Amounts in thousands, except share and per share amounts)	2025			2024			2025			2024
Numerator:
Net loss	$	(26,258	)	$	(25,607	)	$	(203,608	)	$	(54,503	)
Denominator:
Weighted average shares outstanding, basic and diluted (1)		103,585,681			17,478,371			100,130,737			17,466,606

Net loss per share, basic and diluted	$	(0.25	)	$	(1.47	)	$	(2.03	)	$	(3.12	)

(1)

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 calculation of diluted net loss per share attributable to common shareholders


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Stock options		29,318,783		12,736,621		29,318,783		12,736,621
RSUs		8,791,483		3,743,578		8,791,483		3,743,578
Earnout shares		17,600,000		—		17,600,000		—
Common stock warrants		50,000		—		50,000		—
Public warrants		28,750,000		—		28,750,000		—
Private warrants		898,250		—		898,250		—
Redeemable convertible preferred stock		—		34,702,999		—		34,702,999
Legacy warrants		—		4,695,604		—		4,695,604

Total potentially dilutive shares		85,408,516		55,878,802		85,408,516		55,878,802

Schedule of potentially dilutive securities


	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).

Supplementary Balance Sheet Information - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Sep. 30, 2025
Disclosure Text Block Supplement [Abstract]
Depreciation, Depletion and Amortization	$ 900	$ 2,000
Accrued Loss On Purchase Commitments	$ 603	$ 3,588	$ 601

- Definition

The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.

+ References + Details

Organization and Description of Business

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Note 1. Organization and Description of Business

Organization and Description of Business

Blaize Holdings, Inc. (together with its subsidiaries, “Blaize,” or the “Company”) is headquartered in El Dorado Hills, California. The condensed consolidated financial statements of the Company, post-Merger (as defined below), include the accounts of the Company and its wholly owned subsidiaries. Prior to the Merger, the Company’s condensed consolidated financial statements included that of Legacy Blaize, as defined below, and included the accounts of Legacy Blaize and its wholly owned subsidiaries.

The Company designs and develops low-power, high-efficiency, programmable artificial intelligence (“AI”) edge computing hardware and software, offering edge computing solutions for AI data collection and processing, with a focus on smart vision and other AI applications for the smart city, defense, retail and enterprise markets.

Merger and Reverse Recapitalization

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

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

Accounting for the Merger

The Merger is accounted for as a reverse recapitalization, with BurTech treated as the acquired company and Legacy Blaize treated as the acquirer for financial reporting purposes. This accounting treatment is equivalent to Legacy Blaize issuing stock for the net assets of BurTech, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Merger are those of Legacy Blaize. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. Legacy Blaize shareholders were issued 87,314,968 shares of common stock.

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

Emerging Growth Company Status

The Company is 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”). The Company 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 auditor 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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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 it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Liquidity and Going Concern

The Company’s condensed consolidated financial statements have been prepared on a going concern basis, which assumes that it will be able to meet its obligations and continue its operations during the twelve months following the issuance of these condensed consolidated financial statements. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Since the inception of the Company and through September 30, 2025, 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 operating cash flows since its inception, including net losses of $203.6 million and $54.5 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company had cash and cash equivalents of $24.0 million, and an accumulated deficit of $632.9 million.

On July 14, 2025, the Company entered into a Common Stock Purchase Agreement (the “Committed Equity Facility”) and a related Registration Rights Agreement with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Committed Equity Facility, the Company has the right, but not the obligation, to sell to B. Riley up to an aggregate of $50.0 million in gross proceeds of newly issued shares of the Company’s common stock, subject to certain conditions and limitations, which will be used to further support the Company’s growth strategy (see Notes 2, 6 and 13).

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 its revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance its operations, the Company will need to raise additional financing. There can be no assurance that the Company will be able to raise additional financing.

As a result of the above, in connection with its 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 its ability to continue as a going concern through one year from the date that these condensed consolidated financial statements are issued.

Note 1. Description of Business

Blaize,

Inc. (collectively “Blaize” or “the Company”) was originally incorporated on

February 16, 2010

, as a Delaware corporation under the name of ThinCI, Inc. and commenced operations at that time. On October 17, 2019, the Company’s Board of Directors adopted a Restated Certificate of Incorporation, which changed the Company’s name to Blaize, Inc. The Company is headquartered in El Dorado Hills, California, and consists of four separate legal entities: Blaize, Inc. (United States of America), Blaize New Computing Technologies India Private Limited (India), Blaize Technologies Philippines, Inc. (Philippines) and Blaize U.K. LTD (England). Blaize designs and develops

low-power,

high-efficiency, programmable artificial intelligence (“AI”) edge computing hardware and software. Blaize leads a new generation of computing, which unleashes the potential of AI in order to enable significant increases in the value that technology delivers to improve the way people work and live. The Company offers transformative edge computing solutions for AI data collection and processing, with a focus on smart vision and other AI applications for the automotive, retail, security and industrial markets.

In November

2023, the Company entered into a Memorandum of Understanding with a United Arab Emirates (“UAE”) based third-party investment entity to establish a cooperative framework for both entities to discuss and explore commercial and technical collaboration in the UAE. The collaboration is intended to be operationalized through a newly created entity, Blaize Artificial Intelligence Middle East, LLC, in which the Company has a

% ownership. As of December 31, 2024, there has not been an operating agreement executed between the Company and the holder of the

% 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

2024

and

2023

, respectively. As of December

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.

Common stock and Stock-Based Compensation - Summary Of The Grant Date Fair Value Of The Company's Stock Options (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2025	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, Fair Value Assumptions, Expected Term	5 years 7 months 6 days
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

+ Details

Merger and Reverse Recapitalization (Tables)

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Reconciliation of Merger To Cash Flows and Stockholders' Equity


(Amounts in thousands)	Recapitalization
Cash - BurTech trust and cash, net of redemptions	$	37,259
Less: Non-redemption escrow		(33,061	)
Cash - PIPE		15,295
Less: transaction costs and advisory paid by BurTech		(3,619	)

Net cash proceeds from Merger		15,874
Other earnout shares		(126,025	)
Non-cash net liabilities assumed from BurTech		(16,013	)

Total Merger and PIPE financing	$	(126,164	)

Schedule of Number of Shares of Common Stock Outstanding on Merger

The number of shares of common stock outstanding immediately following the consummation of the Merger:


BurTech Class A common stock, outstanding prior to the Merger	10,816,995
Sponsor forfeiture	(2,000,000	)
BurTech Class A common stock subject to redemption, outstanding prior to the Merger	4,104,543
Shareholder Note receivable	750,000
Redemption of BurTech Class A common stock	(937,844	)
BurTech Class A Shares in non-redemption escrow	(2,854,242	)

Class A common stock of BurTech	9,879,452
PIPE shares	1,529,500
BurTech Class B common stock, outstanding prior to the Merger	5

Merger and PIPE financing shares	11,408,957
Legacy Blaize shares	87,314,968
Issuance of common stock to advisors	94,949

Common stock immediately after the Merger	98,818,874

Schedule of Legacy Share Reconciliation

The number of Legacy Blaize shares was determined as follows:


	Legacy Blaize Shares		Legacy Blaize Shares After Conversion
Common stock		17,518,791		13,663,527
Conversion of redeemable convertible preferred stock		44,506,781		34,712,525
Conversion of convertible notes		40,302,382		31,433,259
Net exercise of legacy warrants		9,623,432		7,505,657

Common stock immediately after the Merger		111,951,386		87,314,968

Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 19, 2024	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Apr. 22, 2024
Loss Contingencies [Line Items]
Purchase Commitment, Remaining Minimum Amount Committed						$ 200
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
Shares Issued		106,754,588		106,754,588		48,376,052	17,454,353
Business Combination Advisory Fees	$ 1,000,000
Business Combination Private Placement Fee	$ 500,000
Duration To Pay Business Combination private placement fee	2 days
Threshold Limit For Sale Transaction Fee For Transaction Value	$ 3,000,000
Threshold Limit For Sale Transaction Fee For Transaction Value Percentage	1.00%
Common stock, par value per share		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.00001
Inventory purchases related to purchase obligations		$ 46	$ 346	$ 150	$ 4,088	$ 4,300	$ 4,400
Deferred Offering Costs And Accrued Liabilities Associated With Contract						600
Advisory fee						$ 800
Reset price per share						$ 10
Floor price per share						1
Number of share price held at reset date						$ 10
Number of sharing share held						300,000
Restricted Stock Units (RSUs) [Member]
Loss Contingencies [Line Items]
Stock issued during period, shares, restricted stock award, gross						6,936,285
Earnout Common Stock
Loss Contingencies [Line Items]
Shares Issued							16,300,000
accrued losses [Member]
Loss Contingencies [Line Items]
Loss Contingency, Accrual, Noncurrent						$ 600	$ 3,600
Blaize Holdings, Inc. [Member]
Loss Contingencies [Line Items]
Business acquisition, share price						$ 10
Backstop Subscription Agreement [Member]
Loss Contingencies [Line Items]
Trust Amount Before Payment Of Expenses								$ 30,000,000
Backstop Subscription Agreement [Member] \| Class A common stock [Member]
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								2,000,000
New Blaize [Member]
Loss Contingencies [Line Items]
Common stock, par value per share						$ 10

Revenue - Summary Of Revenue Information By Customer Geographical Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Disaggregation of Revenue [Line Items]
Total revenue	$ 11,867	$ 781	$ 14,856	$ 1,553
North America
Disaggregation of Revenue [Line Items]
Total revenue	1,338	779	3,312	1,215
Asia Pacific
Disaggregation of Revenue [Line Items]
Total revenue	10,445	0	11,411	333
Others
Disaggregation of Revenue [Line Items]
Total revenue	$ 84	$ 2	$ 133	$ 5

- 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, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 220
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-Name Accounting Standards Codification
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-Topic 924
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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

Sep. 30, 2025

Dec. 31, 2024

Dec. 31, 2023

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

110,653,031

43,128,526

Common Stock [Member]

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

Series A Shadow Preferred [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

4,573,935

Series B Shadow Preferred [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

12,234,661

Series C Shadow Preferred [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

10,211,548

Series D Shadow Preferred [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

3,990,707

Series D Exchange Shadow Preferred [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

239,405

SeriesD-1 Shadow Preferred [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

3,662,318

SeriesD-2 Shadow Preferred [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

7,561,820

Warrants outstanding for future issuance of Series D Shadow and

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

756,172

1,094,667

Series D Shadow Preferred Stock [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

Warrants outstanding for future issuance of common stock [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

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

Convertible Notes warrants 2023 [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

^[1]

Pre-funded warrant [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

2,000,000

7,007,582

Prefunded warrant April 2024 [Member]

Class of Stock [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

4,500,000

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

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

Revenue - Summary Of Revenue Information By Geographical Region (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024	Dec. 31, 2023
Revenue Information By Geographical Region [Line Items]
Total revenue	$ 11,867	$ 781	$ 14,856	$ 1,553	$ 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

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

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

% 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

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

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

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

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

2024

and

2023

was $

2.8

million and $

0.8

million, respectively.

As of December

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

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

2024

stock-based compensation expense was recognized for the periods presented. As of December

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

and

13)

. Effective December

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

2023

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

Merger and Reverse Recapitalization - Schedule of Legacy Share Reconciliation (Details) - shares	Sep. 30, 2025	Jan. 14, 2025	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Common Stock immediately after the Merger	106,754,588	98,818,874	48,376,052	17,454,353
Legacy Blaize Shares
Business Acquisition [Line Items]
Common stock	17,518,791
Conversion of redeemable convertible preferred stock	44,506,781
Conversion of convertible notes	40,302,382
Net exercise of warrants	9,623,432
Common Stock immediately after the Merger	111,951,386
Legacy Blaize Shares After Conversion
Business Acquisition [Line Items]
Common stock	13,663,527
Conversion of redeemable convertible preferred stock	34,712,525
Conversion of convertible notes	31,433,259
Net exercise of warrants	7,505,657
Common Stock immediately after the Merger	87,314,968

- 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

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	$	—

Revenue - Summary Of Disaggregation Of Revenue Based On Method Of Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Disaggregation of Revenue [Line Items]
Total revenue	$ 11,867	$ 781	$ 14,856	$ 1,553
Revenue recognized at a point in time
Disaggregation of Revenue [Line Items]
Total revenue	11,858	24	14,847	360
Revenue recognized over time
Disaggregation of Revenue [Line Items]
Total revenue	$ 9	$ 757	$ 9	$ 1,193

- 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.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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+ Details

Supplementary Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2025	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	$ 8,782	$ 8,561	$ 6,522

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

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

% 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

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

Common Stock - Summary of Common Stock Reserved for Issuance (Details) (Parenthetical)	9 Months Ended
	Sep. 30, 2025 shares
RSUs
Class of Stock [Line Items]
RSUs vested	32,000

- 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
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Reference 6: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: 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

Supplementary Balance Sheet Information - Schedule of Accrued Expenses And Other Current Liabilities (Details) - USD ($)	Sep. 30, 2025	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
Technology costs		2,104	0
Deferred revenue		0	733,000
Other		479,000	301,000
Total accrued and other current liabilities	$ 10,537,000	$ 11,996,000	$ 7,464,000

Income Taxes - Schedule of Components of the (Benefit from) Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	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	$ 21	$ 55	$ 222	$ 348	$ (952)	$ (598)

Submission	Nov. 28, 2025
Submission [Line Items]
Central Index Key	0001871638
Registrant Name	Blaize Holdings, Inc.
Form Type	S-1
Submission Type	S-1
Fee Exhibit Type	EX-FILING FEES
Offering Table N/A
Offset Table N/A	N/A
Combined Prospectus Table N/A	N/A

Stock-Based Compensation - Summary of Fair Value of Options Issued using Black-Scholes Option Pricing Model (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]
Weighted average exercise price (per share)	$ 3.57
Risk-free rate	3.70%
Expected life (in years)	5 years 7 months 6 days
Expected volatility rate	60.70%
Dividend yield rate		0.00%

Summary of Significant Accounting Policies - Summary of Company's Significant Customers (Details) - Revenue - Customer Concentration Risk - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Customer A [Member]
Concentration Risk [Line Items]
Percentage of concentration risk		97.00%		77.00%
Customer B [Member]
Concentration Risk [Line Items]
Percentage of concentration risk				21.00%
Customer C [Member]
Concentration Risk [Line Items]
Percentage of concentration risk	11.00%		20.00%
Customer D [Member]
Concentration Risk [Line Items]
Percentage of concentration risk	88.00%		70.00%

- 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/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-18

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 18
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482836/275-10-55-18

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 275
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 20
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482861/275-10-50-20

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 954
-SubTopic 310
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478785/954-310-50-2

+ Details

- Definition

For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.

+ References + Details

Supplementary Balance Sheet Information (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2025

Dec. 31, 2024

Disclosure Text Block Supplement [Abstract]

Summary of Inventories

Inventories consist of the following:


(Amounts in thousands)	As of September 30, 2025		As of December 31, 2024
Raw materials	$	7,432	$	7,410
Work in progress		446		1,064
Finished goods		904		87

Total inventories	$	8,782	$	8,561

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

Commitments And Contingencies (Tables)

9 Months Ended

Sep. 30, 2025

Commitments and Contingencies Disclosure [Abstract]

Summary of Purchased Inventories Due Obligation

The Company purchased inventories due to this obligation as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands)	2025		2024		2025		2024
Inventory purchases related to purchase obligations	$	46	$	346	$	150	$	4,088