BurTech Acquisition Corp.

Item 1A. Risk Factors.

Other than the risk factors listed below, there have been no material changes from the risk factors previously described under Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 15, 2025.

Risks Related to our Business and Industry

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anWe rely on external partners for criticipated level of growth and our business could suffer.

Our success depends to a significant extent on our and our joint ventures ability to attract and retain talent, specifically in senior management and skilled technical, engineering, al processes in manufacturing our project management and other key roles. Macroeconomic conditions, specifically labor shortages, increased competition for employees and wage inflation could have a maducts.

We rely on certain exterinal impact on our ability to attract and retain talent, our turnover rate and the cost of operating our business. If we are unable to attract and retain sufficient talent, minimize employee turnover or manage wage inflation, it could have a material adverse effect onpartners for critical manufacturing steps for our business, financial csemicondition, results of operations uctor and/or prospects.

Further, we rely on certain external partners for critical manufacturing stepsSystem-on-a-Chip (SoC) products, including our wafer fabrication and a, assembly, and testing processes which exposes us to significant risks. These processes are highly sensitive, and even minor contamination or technical glitches during wafer fabrication can render a substantial portion of the component unusable. Identifying such problems early in the production cycle and resolving them in a timely manner is often difficult, expensive, and time consuming. Therefore, any issues that ari

Our reliance on these from our third-party manufacturers could lead to production delays, increased costs, and could potentially lead to a compromise in the quality and performance of our products, which could significantly impact our business and financialalso subjects us to risks that include, but are not limited to:

interruptions in procuring inventory results.

Macroeconomic condiing from modifications could materially adversely affect our business, financial condition, results of oto or discontinuation of a manufacturers operations, and;

delays in prospects.

Macroeconomic conditionduct shipments resulting from uncorrected defects, such as preliability issues or a manufacturersistent infl variation, changes to m in a componetary policy, high innt;

a lack of long-terest rates, volatile currency exchm supply arrange rates, credit and debt concerns, decreasing consumer confidence and spending, including capital spending, concerns about the stability and liquidity of certain financial institutions, ments with our manufacturers;

a delay in delivery due to its suppliers prioritizing othe introduction of or changes in tariffr customer orders or trade barriers, pandemics and other health crises, and global recessions can adversely impact demand for our ver ours;

damage to our reputation caused by defective products, which could negatively impact  produced by our business, financial condition, results of opersuppliers;

fluctuations, and prospects. Recent macroeconomic conditions have been adversely impacted by geopolitical instability and military hostilities in multiple geographies, in delivery by our suppliers due to changes including tariffs, the Russian invasion of Ukraine and  demand from our or the conflicts in the Middle East, and monetary and financial uncertainties.

The impacts of these macroeconomic conditionir other customers;

interruptions, shortages, delivery delays, and the actions taken by governments, centrpotential banks, companies, and consumers in response, havediscontinuation of supply as a resulted in, and may continue to result in, higher inflation in the United States and globally, which is likely, in turn, to lead to an increase in costs and may cause of reasons outside of our control;

political, legal, and economic changes in fiscal and monetary policy, including additional increases, crises or instability and civil unrest in interest rates. Tariffs on equipment or materials that we may rely on or use for our products could cause our costs to increase. Other adverse impacts of recent macroeconomicthe jurisdictions where our manufacturers plants are located;

currency conditions have been, and may continue to be, supply chain constraints, logistics challenges, liquidity concerns in the broader financial services industry, andversion risks and exchange rate fluctuations in labor availability.

In a higher inflationary environment, we may be unable to raise the prices ; and

compliance requirements of our products sufficiently to keep up with the rate of inflU.S. customs and internation. A higher infal trade regulationary environms.

Any of these event can also negatively impact equipment, material, and logisticss could lead to production delays, increased costs that, in turn, may increa, or a compromise in the costs of producingquality and distributing operformance of our products.

We depend on third-party, which could manufacturers, including Samsung Foundrterially and Plexus, for producingdversely affect our products,business and in tfinancial results.

In the event of a disruption in our supply chain, any efforts to develop alternative supply sources may not be successful or may take longer to take effect than anticipated.

As a fabless company, Blaize does not manufacture its own semiconductor or System-on-a-Chip (SoC) products and currently relies on third-party manufacturers, including Samsung Foundry and Plexus, to produce our products. Additionally, Blaize has a desiWe have a design, manufacturing, and sales agreement with VeriSilicon, Inc. (VeriSilicon)a third party that provides Blaizeus with design expertise, support and assistance, and certain deliverables, prototypes, products, and services from VeriSilicon. Blaiz. We cannot be surecertain that these manufacturersis third party will remain in business, or that theyit will not be purchased by one of Blaizesour competitors or another company that is not interested in continuing to produce these products for Blaizes intended purpose. 

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Oour reliance on these third-party manufacturers subjects us to a number of risks that include, among other things:

the interruption of supply resulting from modifications to or discontinuation of a manufacturers operations;

delays in product shipments resulting from uncorrected defects, reliability issues or a manufacturers variation in a component;

a lack of long-term suppintended purpose or supply arrangementus with our manufacturers;

a delay in delivery due to its suppliers prioritizing other customer orders over Blaizes;

damage to our reputation caused by defective products produced by our suppliers;

fluctuation in delivery by our suppliers due to changes in demand from our or their other customers;

interruptions, shortages, delivery delays and potential discontinuation of supply as a result of reasons outside Blaizes control;services. 

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Alitical, legal and economic changes, crises or instability and civil unrest in the jurisdictions where Blaizes manufacturers plants are located, such as changes in China-Taiwan relations that may adversely affect Blaizes manufacturers and suppliers operations;

currency conversion risks and exchange rate fluctuations; and

compliance requirements of U.S. customs and international trade regulations.

Although Blaizes semiconducthough our semiconductor or SoC products could be produced by other manufacturers, any attempt to transition our supply arrangement to one or more other manufacturers could entail significant coordination and expense and could lead to delays in production. If Blaize is we are unable to arrange for sufficient production capacity among our contract manufacturers or if our contract manufacturers encounter production, quality, financial, or other difficulties, Blaizwe may encounter difficulty in meeting customer demands as itwe seeks alternative sources of supply, or itour manufacturers may have to make financial accommodations to suchother contract manufacturers or otherwise take steps to mitigate supply disruption. Any alternative manufacturers may be unable or unwilling to meet Blaizesour and itsour customers specifications. Any disruption in supply from any supplier or manufacturing location could lead to supply delays or interruptions that could damage Blaizesour business or financial condition. If any of the risks discussed above materialize, costs could significantly increase, and Blaizesour ability to meet demand for itsour products could be impaaffected.

We cannotOur supply chain and production predict wocess may be affected by tariffs on equipment or materials that additional actiowe may rely on or use for our products, which could also cause our costs to increase.

We cannot predict what actions, if any, may be taken with respect to tariffs or trade relations between the United States and China, what products may be subject to such acthe impositions of tariffs by the United States, or what actions may be taken by the China in retaliation. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs, trade agreements or related policies have the potential to adversely impact our supply chain and access to equipment, our costs and our product margincosts. The additional taariffs imposed on components or equipment that we source from China will increase our costs and could have an adverse impact on our operating results and financial conditions in future periods. Blaize'sOur supply chain and product assembly is global in nature. While most of the goods movement, including imports and exports, required to manufacture and test Blaizeour products areis restricted to Asian countries, there are certain components that must enter or exit the USnited States. Those components are at the highest risk of being affected by the aforementioned changes, and in turn disrupting the supply chain and Blaize'sour products pipeline.

We depend on a selectmall number of customers , including related parties, for a significant portion of our revenue.

Historically, a, and our accounts receivable balances are similarly concentrated.

A relatively small number of customers account, and have accounted, for a significant portion of the Companyour revenue and accounts revenuceivable balance. As of June In the current year, during the three and nine months ended September 30, 2025, two customers, one a related party and one a third party customer, accounted for  for approximately 99% and approximately 90%, respectively, of our revenue, of which approximately 5811% and 30% ofapproximately 20%, respectively, is from the Company's arelated party. As of September 30, 2025, two customers, one a related party and one a third party customer, comprised approximately 90% of our accounts receivable. As balance, of Decemwhich approximately 25% is from the related party. In the prior year during the three months ended September 310, 2024, one customer a, a related party, accounted for approximately 987% of our revenue and during the Company's total nine months ended September 30, 2024, two customers, both related parties, accounted for approximately 98% of our revenue. As of December 31, 2024, one customer, a third party customer, accounted for approximately 98% of our accounts receivable balance. This customer concentration exposes us to a material adverse effect if any of these significant customers , for any reason, were to significantly reduce purchases f, or any reason or favor competitors or new market participants, and w. We can provide no assurance that any of these csignificant customers, or any of our other customers, will continue to utilize our products or our services at current levels. Our customer concentration may also subject us to perceived or actual bargaining leverage that our keysignificant customers may have, given their importance to us. If our keysignificant customers seek to renegotiate their agreements on terms that are less favorable to us, and we accept such unfavorable terms, such unfavorable terms may have a material adverse effect on our business, results of operations and financial condition. Furthermore, industry consolidation and company failures could decrease the number of potential sicustomers for our products and services. A decrease in the number of potential customers will increase our reliance on our current significant customers for ouand, due to their relative importance to us, may further negatively impact our bargaining position with them, and thus our profitability. If we were to lose one or more of our significant customers, or have one or more of our significant customers cancel key programs or otherwise significantly reducts and e their volumes of business with us, or if one or more of our significant customer were to fail to pay us in full for the goods and services. The decrease in t purchased from us, our sales and profitability would be materially reduced and our business and financial condition would be seriously harmed.

It is not possible to predict the actual number of potential significant cushares we will sell to B. Riley under the Committed Equity Facility, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the Committed Equity Facility.

On July 14, 2025, we entered into a common stomers will increase ock purchase agreement (the Committed Equity Facility) with B. Riley Principal Capital, LLC (B. Riley), pursuant to which B. Riley has committed to purchase up to $50.0 million of our common stock, subject to certain limitations and conditions set forth in the Committed Equity Facility. The shares of our reliance on key customers and, due to tcommon stock that may be issued under the Committed Equity Facility may be sold by us to B. Riley at our discretion from time to time over an approximately 36-month period. During the three months ending September 30, 2025, we sold 5,673,734 shares of our common stock for net proceeds of $20.0 million pursuant to the Committed Equity Facility. Subsequent to September 30, 2025, we sold additional shares of newly-issued common stock under this agreement, and as of October 17, 2025, the most recent date of such a sale, we had sold a total of 8,410,321 shares of our common stock to B. Riley for net proceeds of $33.4 million.

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We generally he relative importance to us, ave the right to control the timing and amount of any sales of our shares of common stock to B. Riley under the Committed Equity Facility. Sales of our common stock, if any, to B. Riley under the Committed Equity Facility depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to B. Riley all or only a portion of the shares of our common stock that may negatively impact our bargaining positionbe available for us to sell to B. Riley pursuant to the Committed Equity Facility. Depending on market liquidity at the time, resales of those shares by B. Riley may cause the public trading price of our common stock to decrease.

Because the purchase price per share to be paid by B. Riley for the shares of common stock that we may elect to sell to B. Riley under the Committed Equity Facility will fluctuate based on the market prices of our common stock during the applicable purchase valuation period for each purchase made pursuant to the Committed Equity Facility, it is not possible for us to predict, as of the date of this filing and thus our profit margins. If we were to lose one of our key customerprior to any such sales, the number of shares of common stock that we will ultimately sell to B. Riley under the Committed Equity Facility, the purchase price per share that B. Riley will pay for shares purchased from us under the Committed Equity Facility, or the aggregate gross proceeds that we will receive from those purchases by B. Riley under the Committed Equity Facility.

Moreover, although the Committed Equity Facility provides that we may, in our discretion, from time to time during the term of the Committed Equity Facility direct B. Riley to purchase shares of our common stock from us, for a maximum aggregate purchase price of up to $50.0 million, only 20,326,159 shares of common stock of which 83,353 represent the commitment shares we issued to B. Riley upon our execution of the Committed Equity Facility on July 14, 2025 were registered for resale under a registration statement on Form S-1. Accordingly, only 20,242,806 of such shares represent shares that we may elect, in our sole discretion, to issue and sell to B. Riley, from time to time under the Committed Equity Facility. As or have a key customer cancelf September 30, 2025, there were 14,569,072 registered shares available for purchase under the Committed Equity Facility. Assuming all of the registered shares available and offered for resale by B. Riley were sold by us to B. Riley for $3.45 per share of common stock (which represents the official closing share price of our common stock on Nasdaq on September 30, 2025), less a key program or otherwi3.0% discount (the same fixed percentage discount that will be used to calculate the applicable per share purchase price for shares of common stock that we may elect to sell to B. Riley under the Committed Equity Facility), we would only receive aggregate gross proceeds of $29.3 million. Therefore, because the market price of our common stock fluctuates, the actual purchase prices to be paid by B. Riley for shares of our common stock that we direct it to purchase significantly reduce its volume of business with us under the Committed Equity Facility also fluctuate because they will be based on the current market price of our common stock at the time of each purchase. In order to receive aggregate gross proceeds equal to B. Rileys $50.0 million total aggregate purchase commitment under the Committed Equity Facility, we would have to register additional shares of common stock.

In addition, under the applicable Nasdaq rules, we may not issue to B. Riley more than 20,326,158 shares of common stock without stockholder approval, which number of shares is equal to 19.99% of the shares of the common stock outstanding immediately prior fail to pay to the execution of the Committed Equity Facility. As a result, if it becomes necessary for us in full to issue and sell to B. Riley an aggregate number of shares that would exceed that limit (excluding certain issuances), then befor te we could issue any shares of common stock in excess of the goods or services purchased from us, our sales anshare issuance limit under the Committed Equity Facility, we would also need to obtain the requisite stockholder approval.

Any issuance and sale by us under the Committed Equity Facility of a substantial amount of shares of common stock could cause additional substantial dilution to our stockholders, which may not be in your best interest as a stockholder.

Our inability to access a portion or the full amount available under the Committed Equity Facility, in the absence of any other financing sources, could have a material adverse effect on our business.

General Risk Factors

If we fail to retain our key personnel or if we fail to attract additional qualified profitaersonnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our success depends to a significant extent on our ability woto attract and retain talent, specifically in senior management and skilled technical, engineering, project management, and other key roles. Macroeconomic conditions, specifically labor shortages, increased competition for employees, and wage inflation could be have a materially reduced and o impact on our ability to attract and retain talent, our turnover rate, and the cost of operating our business. If we are unable to attract and retain sufficient talent, minimize employee turnover, or manage wage inflation, it could have a material adverse effect on our business and financial con, financial condition, results of operations, or prospects.

Adverse macroeconomic conditions could materially adversely affect our business, financial condition would be seriously harmed., results of operations, and prospects.

Macroeconomic conditions, such as persistent high inflation, changes to monetary policy, high interest rates, volatile currency exchange rates, credit and debt concerns, decreasing consumer confidence and spending, concerns about the stability and liquidity of certain financial institutions, the introduction of or changes in tariffs or trade barriers, pandemics and other health crises, and global recessions can adversely impact demand for our products, which could negatively impact our business, financial condition, results of operations, and prospects.

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