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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Blaize Holdings, Inc. (Name of Issuer) |
Common stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Kim Evans 4659 Golden Foothill Parkway, Suite 206 El Dorado Hills, CA, 95762 916-347-0050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/02/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Munagala Dinakar | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,259,316.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Blaize Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4659 Golden Foothill Parkway, Suite 206, El Dorado Hills,
CALIFORNIA
, 95762. | |
Item 1 Comment:
This Amendment No. 3 on Schedule 13D (the "Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on March 24, 2026 (as amended to date, the "Schedule 13D"), relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Blaize Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover page to this Schedule 13D is incorporated herein by reference.
The securities reported herein include (i) 501,422 shares of Common Stock and (ii) 8,757,894 shares of Common Stock underlying Stock Options which are vested or are expected to vest within 60 days of the date of this filing.
The ownership percentage set forth herein is based on 144,832,039 shares of Common Stock outstanding as of August 2, 2026 as recorded in the Issuer's statement of shares outstanding from the Issuer's transfer agent as of August 2, 2026.
The information herein excludes 1,371,303 earn-out shares held by the Reporting Person. | |
| (b) | The information contained on the cover page to this Schedule 13D is incorporated herein by reference. | |
| (c) | Since the filing of Amendment No. 2, options to purchase 1,263,423 shares of Common Stock held by the Reporting Person have vested, and the Reporting person sold 50,000 shares of common stock in accordance with a 10b5-1 Plan entered into on December 12, 2025. Other than as described in Item 4 and this Item 5(c), the Reporting Person has not effected any transactions in the Common Stock since the filing of Amendment No. 2. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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