Document

424B3 1 q126424b3-333x288742supp5.htm 424B3 Document

Filed pursuant to Rule 424(b)(3)

SEC File No. 333-288742

PROSPECTUS SUPPLEMENT NO. 5

(to Prospectus dated August 7, 2025)

Blaize Holdings, Inc.

20,326,158 Shares of Common Stock by the Selling Stockholder

769,231 Shares of Common Stock by Cantor

—————————————————————————————————————————————————

This prospectus supplement updates, amends and supplements the prospectus dated August 7, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-288742). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.

This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with information contained in our Quarterly Report on Form 10-Q filed with the SEC on May 14, 2026, which is set forth below.

This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.

Our Common Stock and Warrants are listed on the Nasdaq Stock Market LLC under the trading symbols “BZAI” and “BZAIW,” respectively. On May 13, 2026, the closing prices for our Common Stock and Warrants on the Nasdaq Stock Market LLC were $1.68 per share of Common Stock and $0.36 per Warrant.

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Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus and other risk factors contained in the documents incorporated by reference therein for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

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The date of this prospectus supplement is May 14, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-41139

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Blaize Holdings, Inc.

(Exact name of registrant as specified in its charter)

—————————————————————————


Delaware			86-2708752
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
4659 Golden Foothill Parkway, Suite 206 El Dorado Hills, CA			95762
(Address of Principal Executive Offices)			(Zip Code)

(916) 347-0050

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

BZAI

The Nasdaq Stock Market

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

BZAIW

The Nasdaq Stock Market

Series A Junior Participating Preferred Stock,
par value $0.0001 per share

The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ☒

As of May 14, 2026, there were 142,299,461 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

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TABLE OF CONTENTS


			Page

Cautionary Note Regarding Forward-Looking Statements			ii
Important Information Regarding Our Disclosure to Investors			iii

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			1
Condensed Consolidated Balance Sheets			1
Condensed Consolidated Statements of Operations and Comprehensive Loss			2
Condensed Consolidated Statements of Changes in Stockholders’ Equity			3
Condensed Consolidated Statements of Cash Flows			4
Notes to Condensed Consolidated Financial Statements			5
Note 1 — Organization and Description of Business			5
Note 2 — Liquidity and Going Concern			6
Note 3 — Revenue and Accounts Receivable			6
Note 4 — Fair Value Measurements and Derivative Instruments			9
Note 5 — Financial Statement Details			11
Note 6 — Common Stock, Currently Outstanding Warrants to Purchase Common Stock, and Earnout Shares			12
Note 7 — Net Loss Per Share of Common Stock			14
Note 8 — Segment Reporting			14
Note 9 — Related Party Transactions and Balances			16
Note 10 — Subsequent Events			17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures About Market Risk			26
Item 4. Controls and Procedures			26

PART II - OTHER INFORMATION			27
Item 1. Legal Proceedings			27
Item 1A. Risk Factors			27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			28
Item 3. Defaults upon Senior Securities			29
Item 4. Mine Safety Disclosures			29
Item 5. Other Information			29
Item 6. Exhibits			30
SIGNATURES			31

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Blaize Holdings, Inc. (the “Company,” “we,” “our,” or “us”) contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Quarterly Report on Form 10-Q, including but not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; risks related to the Business Combination, as defined in the Glossary of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K” or “Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) on March 24, 2026, including that the expected benefits of the Business Combination are not obtained, whether due to competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees, among other things, and that the Business Combination disrupts current plans and operations of the Company; the ability to meet the applicable stock exchange listing standards from time to time; changes in applicable law or regulations; changes in global and U.S. economic conditions, including impacts from geopolitical conflicts, recession, inflation, changes in trade policies (including tariffs and other trade measures) of the United States and other countries, interest rate fluctuations, and financial market conditions; prolonged or recurring U.S. federal government shutdowns; the outcome of any legal proceedings that may be instituted against the Company or may involve the Company; the effects of competition on the Company’s future business; the ability of the combined company to issue equity or equity-linked securities or obtain debt financing on favorable terms or at all; the enforceability of our intellectual property rights, including our copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; risks related to human capital; risks related to cybersecurity and data privacy; the outcome of any government and regulatory proceedings, investigations and inquiries; and those factors discussed in Part I, Item 1A. “Risk Factors” the Form 10-K, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2026, Part II, Item 1A. “Risk Factors” herein, and other documents filed by us from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. Readers are cautioned not to put undue reliance on forward-looking statements. The Company does not give any assurance that it will achieve its expectations.

IMPORTANT INFORMATION REGARDING OUR DISCLOSURE TO INVESTORS

We may use our website (www.blaize.com) to communicate with our investors and disclose company information. The information disclosed through our website may be considered material. Investors should monitor our website in addition to press releases, SEC filings and public conference calls and webcasts. The contents of our website referenced herein are not incorporated by reference into this Quarterly Report on Form 10-Q.

iii


	As of:
	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	33,219	$	45,781
Accounts receivable, net of allowance for credit losses of $2,430 and $523, respectively	16,727		33,363
Accounts receivable - related party, net of allowance for credit losses of $— and $34, respectively	—		3,330
Inventories, net	9,012		10,130
Prepaid expenses and other current assets	6,423		4,003

Total current assets	65,381		96,607
Property and equipment, net	1,378		1,226
Deferred income tax assets	1,955		2,123
Operating lease right-of-use assets	1,307		1,516
Other assets	731		739
Total assets	$	70,752	$	102,211
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	12,583	$	8,339
Accounts payable - related party	180		180
Accrued trade payables	1,571		22,838
Accrued expenses and other current liabilities	7,252		6,700
Accrued expenses - related party	—		331
Operating lease liabilities - current	596		644
Working capital loan - related party	1,500		1,500
Advances from related party	2,857		2,857

Total current liabilities	26,539		43,389
Operating lease liabilities	640		804
Other earnout shares	6,353		6,745
Other earnout shares - related party	2,048		2,184
Polar warrants	8,344		8,813
Other liabilities	1,383		1,276
Total liabilities	45,307		63,211
Commitments and contingencies
Stockholders’ equity:
Common stock - $0.0001 par value; 600,000,000 and 600,000,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively, and 122,746,757 and 122,043,966 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	12		12
Additional paid-in capital	684,116		675,143
Accumulated other comprehensive income	125		—
Accumulated deficit	(658,808)		(636,155)
Total stockholders’ equity	25,445		39,000
Total liabilities and stockholders’ equity	$	70,752	$	102,211


	Three Months Ended March 31,
	2026		2025
Revenue
Products:
Hardware revenue - related party	$	2,167	$	—
Hardware revenue	142		1,007
Software revenue - related party	418		—

Services:
Strategic consulting services revenue - related party	11		—
Total revenue	2,738		1,007
Cost of revenue	1,162		327
Gross profit	1,576		680
Operating expenses
Research and development	9,675		13,118
Selling, general and administrative	15,069		13,108
Selling, general and administrative - related party	34		241
Depreciation	186		191
Transaction costs	—		12,043
Total operating expenses	24,964		38,701
Loss from operations	(23,388)		(38,021)
Other income (expense), net
Change in fair value of Legacy Blaize convertible notes and warrants	—		(226,048)
Change in fair value of other earnout shares	558		116,518
Change in fair value of Polar warrants	469		—


Other, net	(193)		(48)
Total other income (expense), net	834		(109,578)
Loss before income taxes	(22,554)		(147,599)
Provision for income taxes	99		162
Net loss	(22,653)		(147,761)
Change in foreign currency translation adjustments, net	125		—
Other comprehensive income	125		—
Comprehensive loss	$	(22,528)	$	(147,761)

Net loss per share - basic and diluted	$	(0.19)	$	(1.61)
Weighted average shares outstanding - basic and diluted	122,382,195		91,747,685


	Common Stock Subject to Possible Redemption			Stockholders’ Equity
				Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance as of January 1, 2026	—	$	—	122,043,966	$	12	$	675,143	$	—	$	(636,155)	$	39,000
Exercise of stock options	—	—		49,202	—		25		—		—		25
Release of restricted stock units	—	—		653,589	—		—		—		—		—
Stock-based compensation	—	—		—	—		8,948		—		—		8,948
Other comprehensive income	—	—		—	—		—		125		—		125
Net loss	—	—		—	—		—		—		(22,653)		(22,653)
Balance as of March 31, 2026	—	$	—	122,746,757	$	12	$	684,116	$	125	$	(658,808)	$	25,445


	Common Stock Subject to Possible Redemption			Stockholders’ (Deficit) Equity
				Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
	Shares	Amount		Shares	Amount
Balance as of January 1, 2025	—	$	—	48,376,052	$	5	$	318,783	$	—	$	(429,251)	$	(110,463)
Conversion of Legacy Blaize convertible notes	—	—		31,433,259	3		314,331		—		—		314,334
Net exercise of Legacy Blaize warrants	—	—		7,505,657	1		75,056		—		—		75,057
Merger and PIPE financing	2,854,242	33,061		11,408,957	1		(126,165)		—		—		(126,164)
Payment on shareholder note receivable	—	—		—	—		200		—		—		200
Issuance of common stock to advisors	—	—		94,949	—		300		—		—		300
Issuance of common stock warrants to advisor	—	—		—	—		167		—		—		167
Stock-based compensation	—	—		—	—		11,040		—		—		11,040
Net loss	—	—		—	—				—		(147,761)		(147,761)
Balance as of March 31, 2025	2,854,242	$	33,061	98,818,874	$	10	$	593,712	$	—	$	(577,012)	$	16,710


	Three Months Ended March 31,
(Amounts in thousands, except for percentages)	2026		%	2025		%
United States	$	2,597	94.9%	$	—	—%
China	—		—%	960		95.3%
Other	141		5.1%	47		4.7%
Total revenue	$	2,738		$	1,007


	Three Months Ended March 31,
(Amounts in thousands)	2026		2025
Revenue recognized at a point in time	$	2,727	$	1,007
Revenue recognized over time	11		—
Total revenue	$	2,738	$	1,007


(Amounts in thousands)
Balance, January 1, 2025	$	420
Additions to provision for credit losses	523
Additions to provision for credit losses - related party	34
Write-off activity	(420)
Balance, December 31, 2025	557
Reversal of provision due to collection of full balance	(34)
Additions to provision for credit losses	1,907
Balance, March 31, 2026	$	2,430


(Amounts in thousands, except for percentages)	$		%
Customer C (2)	$	8,844	46.2%
Customer D (2)	9,021		47.1%
Others (3)	1,292		6.7%
Total accounts receivable	19,157
Less: provision for credit losses:	(2,430)
Accounts receivable, net	$	16,727


(Amounts in thousands, except for percentages)	$		%
Customer C (1)	$	8,844	23.7	%
Customer D (1) (2)	23,750		63.8	%

Others (3) (4)	4,656		12.5	%
Total accounts receivable, including due from related party	$	37,250
Less: provision for credit losses:	(557)
Accounts receivable, net, including due from related party	$	36,693


	As of March 31, 2026
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	4,168	$	—	$	—	$	4,168
Total assets, measured at fair value	$	4,168	$	—	$	—	$	4,168

Liabilities:
Polar warrants	$	—	$	—	$	8,344	$	8,344
Other earnout shares (1)	—		—		8,401		8,401
Total liabilities, measured at fair value	$	—	$	—	$	16,745	$	16,745


Instrument valued using Level 3 methods			As of March 31,			As of December 31,
	Valuation Method	Input	2026			2025
Polar warrants	Black-Scholes	Stock price	$	1.82		$	1.95
		Exercise price	$	5.00		$	5.00
		Dividend yield	—			—
		Volatility	86.50		%	81.30		%
		Risk-free rate	3.86		%	3.68		%
		Term	4.62 years			4.87 years

Other earnout shares	Monte Carlo Simulation	Stock price	$	1.82		$	1.95
		Dividend yield (continuous)	—			—
		Volatility (interpolated)	86.20		%	81.60		%
		Risk-free rate (continuous)	3.82		%	3.61		%
		Term	3.79 years			4.04 years


	As of:
(Amounts in thousands)	March 31, 2026		December 31, 2025
Raw materials	$	5,966	$	6,414
Work in progress	1,718		1,685
Finished goods - manufactured	1,328		2,031
Total manufactured inventories	$	9,012	$	10,130


	Three Months Ended March 31,				Change
(Amounts in thousands, except for percentages)	2026		2025		$		%
Net loss	$	(22,653)	$	(147,761)	$	125,108	(84.7)	%
Depreciation	186		191		(5)		(2.6)	%
Provision for income taxes	99		162		(63)		(38.9)	%
Interest income, net	(179)		(399)		220		(55.1)	%
EBITDA	(22,547)		(147,807)		125,260		(84.7)	%
Stock-based compensation	8,948		11,040		(2,092)		(18.9)	%
Fair value changes and financing charges	(1,027)		109,530		(110,557)		*
Transaction costs	—		12,043		(12,043)		*
Non-cash inventory cost realignment adjustments	106		(625)		731		*
Other adjustments (1)	594		439		155		35.3	%
Adjusted EBITDA	$	(13,926)	$	(15,380)	$	1,454	(9.5)	%


	As of December 31, 2025
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	19,103	$	—	$	—	$	19,103

Total assets, measured at fair value	$	19,103	$	—	$	—	$	19,103

Liabilities:
Polar warrants	$	—	$	—	$	8,813	$	8,813
Other earnout shares (1)	—		—		8,929		8,929
Total liabilities, measured at fair value	$	—	$	—	$	17,742	$	17,742


(Amounts in thousands)
Balance as of January 1, 2025	$	163,340
Change in fair value - Legacy Blaize convertible notes	165,703
Change in fair value - Legacy Blaize warrants	60,345
Conversion of Legacy Blaize convertible notes and exercise of Legacy Blaize warrants	(389,387)
Fair value on date of issuance - other earnout shares	126,042
Change in fair value - other earnout shares	(117,113)
Fair value on date of issuance - Polar warrants	12,937
Change in fair value - Polar warrants	(4,125)
Balance as of December 31, 2025	$	17,742
Reclassification of equity-based shares to liabilities (1)	30
Change in fair value - other earnout shares	(558)
Change in fair value - Polar warrants	(469)
Balance as of March 31, 2026	$	16,745








Common stock outstanding as of December 31, 2025						122,043,966
Release of restricted stock units						653,589
Exercise of stock options						49,202
Common stock outstanding as of March 31, 2026						122,746,757


	Three Months Ended March 31,
(Amounts in thousands, except share and per share amounts)	2026		2025
Numerator
Net loss	$	(22,653)	$	(147,761)
Denominator:
Weighted-average shares outstanding, basic and diluted	122,382,195		91,747,685
Net loss per share, basic and diluted	$	(0.19)	$	(1.61)


Stock options (1)						28,697,076
RSUs (1)						9,359,499
Employee stock purchase plan shares available for future purchase (1)						3,047,669
Earnout shares (2)						17,600,000
BZAI warrants (3)						29,648,250
Warrants issued to an advisor (3)						50,000
Polar warrants (4)						9,375,000
“Greenshoe” option shares (5)						2,837,837
Issuable under Sales Partner Referral Agreement (6)						*
Issuable under Committed Equity Facility (7)						*
Total potential commitments to issue common stock						100,615,331

SEC Form 424B3 filed by Blaize Holdings Inc.