Blaize Holdings, Inc 10-Q for FY2026 Q2

Blaize Holdings, Inc. (BZAI)

10-Q 2026-08-13 For: 2026-06-30

Added on August 13, 2026

About this 10-Q

Blaize Holdings, Inc filed this 10-Q on August 13, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $11.99M; up 504.7% from $1.98M a year earlier
Net loss: $28.81M; compared with a net loss of $29.59M a year earlier
Diluted EPS: -$0.21; compared with -$0.28 a year earlier

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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)


			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			5
Notes to Condensed Consolidated Financial Statements			6
Note 1 — Organization and Description of Business			6
Note 2 — Liquidity and Going Concern			7
Note 3 — Revenue and Accounts Receivable			8
Note 4 — Fair Value Measurements and Derivative Instruments			11
Note 5 — Financial Statement Details			14
Note 6 — Common Stock and Contingently Issuable Common Stock and Preferred Stock			15
Note 7 — Net Loss Per Share of Common Stock			17
Note 8 — Segment Reporting			18
Note 9 — Related Party Transactions and Balances			20
Note 10 — Commitments and Contingencies			22
Note 1 1 — Subsequent Events			23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			24
Item 3. Quantitative and Qualitative Disclosures About Market Risk			34
Item 4. Controls and Procedures			34

PART II - OTHER INFORMATION			35
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			39
Item 3. Defaults upon Senior Securities			40
Item 4. Mine Safety Disclosures			40
Item 5. Other Information			40
Item 6. Exhibits			42

SIGNATURES			43


	As of:
	June 30, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	36,847	$	45,781
Accounts receivable, net of allowance for credit losses of $9,548 and $523, respectively	13,860		33,363
Accounts receivable - related party, net of allowance for credit losses of $— and $34, respectively	—		3,330

Inventories, net	10,027		10,130
Prepaid expenses and deposits	12,858		3,240
Other current assets	392		763
Total current assets	73,984		96,607
Property and equipment, net	1,401		1,226
Deferred income tax assets	2,036		2,123
Other assets	2,093		2,255
Total assets	$	79,514	$	102,211
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	5,628	$	8,339
Accounts payable - related party	—		180
Accrued trade payables	1,528		22,838
Accrued expenses and other current liabilities	9,988		7,344
Accrued expenses - related party	—		331

Working capital loan - related party	—		1,500
Advances from related party	—		2,857
Unissued shares of common stock for related party settlement	2,760		—

Total current liabilities	19,904		43,389
Other earnout shares	5,163		6,745
Earnout shares - related party	1,664		2,184
Polar warrants	7,969		8,813
Other liabilities	2,024		2,080
Total liabilities	36,724		63,211
Commitments and contingencies
Stockholders’ equity:
Common stock - $0.0001 par value; 600,000,000 and 600,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively, and 142,778,075 and 122,043,966 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	14		12
Additional paid-in capital	729,903		675,143
Accumulated other comprehensive income	490		—
Accumulated deficit	(687,617)		(636,155)
Total stockholders’ equity	42,790		39,000
Total liabilities and stockholders’ equity	$	79,514	$	102,211


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenue
Products:
Hardware revenue - related party	$	28	$	1,362	$	2,206	$	1,362
Hardware revenue	11,956		57		12,098		1,064
Software revenue - related party	1		263		419		263
Software revenue	—		300		—		300


Total revenue	11,985		1,982		14,723		2,989
Cost of revenue	11,067		804		12,229		1,131
Gross profit	918		1,178		2,494		1,858
Operating expenses
Research and development	10,480		9,613		20,155		22,731
Selling, general and administrative	18,029		12,965		33,095		26,082
Selling, general and administrative - related party	2,794		27		2,831		267
Depreciation	219		456		405		647
Transaction costs	—		—		—		12,035
Total operating expenses	31,522		23,061		56,486		61,762
Loss from operations	(30,604)		(21,883)		(53,992)		(59,904)
Other income (expense), net
Change in fair value of Legacy Blaize convertible notes and warrants	—		—		—		(226,048)
Change in fair value of Polar warrants	2,344		—		2,813		—
Change in fair value of earnout shares	1,573		(7,257)		2,131		109,261
Change in fair value of unissued shares of common stock	—		(300)		—		(300)


Financing charge on Polar warrants modification	(1,969)		—		(1,969)		—
Other, net	115		(110)		(78)		(158)
Total other income (expense), net	2,063		(7,667)		2,897		(117,245)
Loss before income taxes	(28,541)		(29,550)		(51,095)		(177,149)
Provision for income taxes	268		39		367		201
Net loss	(28,809)		(29,589)		(51,462)		(177,350)
Change in foreign currency translation adjustments, net	365		—		490		—
Other comprehensive income	365		—		490		—
Comprehensive loss	$	(28,444)	$	(29,589)	$	(50,972)	$	(177,350)

Net loss per share - basic and diluted	$	(0.21)	$	(0.28)	$	(0.40)	$	(1.80)
Weighted average shares outstanding - basic and diluted	134,813,711		104,588,373		128,627,046		98,374,632


		Stockholders’ Equity
	Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total Stockholders’ Equity
			Shares					Amount
Balance as of April 1, 2026			122,746,757		$	12		$	684,108		$	125		$	(658,808)	$	25,437
Exercise of stock options			681,481		—			401			—			—		401
Release of restricted stock units			457,908		—			—			—			—		—
Withholding taxes on release of restricted stock units			(26,989)		—			(47)			—			—		(47)

Issuance of common stock in public offering, net of expenses			18,918,918		2			32,572			—			—		32,574

Release of related party liabilities - non-cash			—		—			4,180			—			—		4,180


Stock-based compensation			—		—			8,689			—			—		8,689
Change in foreign currency translation adjustments, net			—		—			—			365			—		365
Net loss			—		—			—			—			(28,809)		(28,809)
Balance as of June 30, 2026			142,778,075		$	14		$	729,903		$	490		$	(687,617)	$	42,790


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


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


	Common Stock Subject to Possible Redemption			Stockholders’ Equity (Deficit)
				Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance as of April 1, 2025	2,854,242	$	33,061	98,818,874	$	10	$	593,712	$	(577,012)	$	16,710
Issuance of common stock to advisors	—	—		9,306	—		—		—		—
Increase in redemption value	—	603		—	—		—		—		—
Redemption of common stock subject to possible redemption	(2,800,489)	(33,157)		—	—		—		—		—
Lapse of redemption	(53,753)	(507)		53,753	—		503		—		503
Stock-based compensation	—	—		—	—		7,566		—		7,566
Net loss	—	—		—	—		—		(29,589)		(29,589)
Balance as of June 30, 2025	—	$	—	98,881,933	$	10	$	601,781	$	(606,601)	$	(4,810)


	Common Stock Subject to Possible Redemption			Stockholders’ Deficit
				Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Deficit
	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	—	—		104,255	—		300		—		300
Issuance of common stock warrants to advisor	—	—		—	—		167		—		167
Increase in redemption value	—	603		—	—		—		—		—
Redemption of common stock subject to possible redemption	(2,800,489)	(33,157)		—	—		—		—		—
Lapse of redemption	(53,753)	(507)		53,753	—		503		—		503
Stock-based compensation	—	—		—	—		18,606		—		18,606
Net loss	—	—		—	—		—		(177,350)		(177,350)
Balance as of June 30, 2025	—	$	—	98,881,933	$	10	$	601,781	$	(606,601)	$	(4,810)


	Three Months Ended June 30,
(Amounts in thousands, except for percentages)	2026		% *	2025		% *
China	$	11,941	99.6%	$	6	0.3%
United States	28		0.2%	1,974		99.6%
Other	16		0.1%	2		0.1%
Total revenue	$	11,985		$	1,982


(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
Additions to provision for credit losses	7,838
Estimated recoveries	(720)
Balance, June 30, 2026	$	9,548


	As of June 30, 2026
(Amounts in thousands, except for percentages)	$		%
Customer C (2)	$	8,844	37.8%
Customer D (2)	13,272		56.7%
Others (3)	1,292		5.5%
Total accounts receivable	23,408
Less: provision for credit losses:	(9,548)
Accounts receivable, net	$	13,860


	As of December 31, 2025
(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 June 30, 2026
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	17,289	$	—	$	—	$	17,289
Total assets, measured at fair value	$	17,289	$	—	$	—	$	17,289

Liabilities:
Polar warrants (1)	$	—	$	—	$	7,969	$	7,969
Earnout shares (2)	—		—		6,827		6,827
Unissued shares of common stock - related party (3)	—		2,760		—		2,760
Total liabilities, measured at fair value	$	—	$	2,760	$	14,796	$	17,556


(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)	29
Change in fair value - earnout shares	(2,131)
Change in fair value - Polar warrants	(2,813)
Financing charge - Polar warrants	1,969

Balance as of June 30, 2026	$	14,796


Instrument valued using Level 3 methods			As of June 30,			As of December 31,
	Valuation Method	Input	2026			2025
Polar warrants	Black-Scholes	Stock price	$	1.38		$	1.95
		Exercise price	$	3.00		$	5.00
		Dividend yield	—			—
		Volatility	100.90		%	81.30		%
		Risk-free rate	4.13		%	3.68		%
		Term	4.37 years			4.87 years

Earnout shares	Monte Carlo Simulation	Stock price	$	1.38		$	1.95
		Dividend yield (continuous)	—			—
		Volatility (interpolated)	100.40		%	81.60		%
		Risk-free rate (continuous)	4.12		%	3.61		%
		Term	3.54 years			4.04 years


	As of:
(Amounts in thousands)	June 30, 2026		December 31, 2025
Raw materials	$	6,525	$	6,414
Work in progress	2,111		1,536
Finished goods - manufactured	508		548
Total manufactured inventories	$	9,144	$	8,498

	As of and for the fiscal periods ended
	June 30, 2026		December 31, 2025
Beginning balance - finished goods - resale (1)	$	1,632	$	110
Purchase of finished goods - resale (2)	11,066		33,189
Sale of finished goods - resale	(11,815)		(31,667)
Ending balance - finished goods - resale	$	883	$	1,632
Total inventories	$	10,027	$	10,130


	As of June 30,
	2026	2025
Stock options	29,785,144	28,011,982
RSUs	8,628,534	9,124,212
Earnout shares	17,600,000	17,600,000
Warrants issued to an advisor	50,000	50,000
Polar warrants (1)	9,375,000	—
BZAI warrants	29,648,250	29,648,250
ESPP (2)	3,047,669	3,047,669
Total	98,134,597	87,482,113








Common stock outstanding as of December 31, 2025						122,043,966
Release of restricted stock units, net of shares withheld for taxes						1,084,508
Exercise of stock options						730,683
Issuance of common stock in public offering						18,918,918
Common stock outstanding as of June 30, 2026						142,778,075


(Amounts in thousands, except share and per share amounts)	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Numerator
Net loss	$	(28,809)	$	(29,589)	$	(51,462)	$	(177,350)
Denominator:
Weighted-average shares outstanding, basic and diluted	134,813,711		104,588,373		128,627,046		98,374,632
Net loss per share, basic and diluted	$	(0.21)	$	(0.28)	$	(0.40)	$	(1.80)


(Amounts in thousands)
Activity recorded at the Merger:
Working capital loan - related party (1)	$	1,500
Advances from related party (2)	2,857
Accounts payable - related party (3)	180
Balance as of December 31, 2025	4,537
Activity during the period ended March 31, 2026	—
Balance as of March 31, 2026	4,537
Activity during the period ended June 30, 2026:
Cash payment to related party	(357)
Release of accounts payable - related party (4)	(180)
Release of related party liabilities	(4,000)
Balance as of June 30, 2026	$	—


(Amounts in thousands)
Activity recorded during the year ended December 31, 2025:
Shareholder note receivable from Sponsor recorded at the Merger	$	8,753
Payment made by Sponsor	(200)
Payment made by Company to third party for Merger transaction costs (1)	(3,000)
Balance as of December 31, 2025	5,553
Activity during the period ended March 31, 2026	—
Balance as of March 31, 2026	5,553
Activity during the period ended June 30, 2026:
Payment made by Company to third party for Merger transaction costs (1)	(1,000)
Release of shareholder note receivable (2)	(4,553)
Balance as of June 30, 2026	$	—


	Three Months Ended June 30,				Change
(Amounts in thousands, except for percentages)	2026		2025		$		%
Total revenue	$	11,985	$	1,982	$	10,003	*
Cost of revenue	(11,067)		(804)		(10,263)		*
Gross profit	$	918	$	1,178	$	(260)	*


Stock options (1)						29,785,144
RSUs (1)						8,628,534
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
Issuable under Sales Partner Referral Agreement (5)						*
Issuable under Committed Equity Facility (6)						*
Total potential commitments to issue common stock						98,134,597


Exhibit No.		Description
10.1	*†	Amended and Restated Director Compensation Program, dated July 7, 2026
10.2		Settlement Agreement, by and between Bess Ventures and Advisory LLC and Blaize , Inc., dated July 7, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 9, 2026)
31.1	*	Chief Executive Officer Certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2	*	Chief Financial Officer Certifications pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1	**	Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2	**	Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101.Def		Definition Linkbase Document
101.Pre		Presentation Linkbase Document
101.Lab		Labels Linkbase Document
101.Cal		Calculation Linkbase Document
101.Sch		Schema Document
101.Ins		Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


			Blaize Holdings, Inc.

Date: August 13, 2026			By: /s/ Dinakar Munagala
			Dinakar Munagala
			Chief Executive Officer
			(Principal Executive Officer)

Date: August 13, 2026			By: /s/ Harminder Sehmi
			Harminder Sehmi
			Chief Financial Officer
			(Principal Financial and Accounting Officer)