SCHEDULE 13D/A: Major Shareholder Discloses 8.98% Stake in Blaize Holdings Following Business Combination

BurTech LP LLC and its manager Shahal Khan have disclosed a beneficial ownership of 8.98% in Blaize Holdings, Inc. following the recent business combination.

Summary

• BurTech LP LLC, a Delaware limited liability company, and its manager Shahal Khan, a U.S. citizen, are the reporting persons.
• The filing pertains to Common Stock, par value $0.0001 per share, of Blaize Holdings, Inc., located at 4659 Golden Foothill Parkway, Suite 206, El Dorado Hills, California.
• The reporting persons beneficially own an aggregate of 9,135,750 shares of Common Stock, representing approximately 8.98% of the outstanding shares.
• This percentage is calculated based on 101,683,916 shares of Common Stock outstanding as of April 29, 2025, as reported in the Issuer's Form POS AM.
• BurTech LP LLC served as the 'Sponsor' of Burtech Acquisition Corp. (the 'SPAC') and initially owned 10,835,750 shares of Class A Common Stock.
• The ownership stake resulted from the business combination between the SPAC and Blaize, Inc., which closed on January 13, 2025.
• In connection with the Business Combination, the Sponsor forfeited 2,000,000 shares of its Common Stock in the SPAC.
• Blaize issued an additional 750,000 shares of Common Stock to the Sponsor in consideration for certain expenses paid by the Sponsor related to the Business Combination, bringing their total to 9,135,750 shares.
• The securities were acquired for investment purposes, and the reporting persons may purchase or dispose of additional securities based on various factors.
• Key agreements include a Registration Rights Agreement, Lock-Up Agreements (restricting transfers for 180 days post-closing or earlier under specific conditions), and Earnout provisions for up to 15 million additional shares contingent on stock price triggers.

Sentiment

Score: 6

Explanation: The filing is neutral in tone, primarily a factual disclosure of ownership and related agreements following a business combination. The potential for earnout shares is a positive alignment of interests, but the lock-up and forfeited shares are minor negatives. Overall, it's a standard post-merger ownership update.

Positives

• The Sponsor received an additional 750,000 shares of Common Stock from Blaize for covering certain expenses related to the Business Combination, indicating a favorable arrangement for the reporting persons.
• The reporting persons are eligible for up to 15 million Earnout Shares, contingent on the Common Stock reaching specific trading price triggers, which aligns their interests with the company's future stock performance.

Negatives

• The Sponsor forfeited 2,000,000 shares of Common Stock in the SPAC as part of the Business Combination.
• The reporting persons are subject to Lock-Up Agreements, restricting the transfer of their Common Stock for 180 days after the closing of the Business Combination, limiting immediate liquidity.

Risks

• The receipt of up to 15 million Earnout Shares is contingent on specific trading price triggers of the Common Stock, meaning their realization is not guaranteed and depends on future market performance.
• The value of the investment is subject to the business prospects of Blaize Holdings, Inc., general economic conditions, and stock market conditions, which can fluctuate.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and may purchase or dispose of additional securities in varying amounts and at varying times, depending on their ongoing assessments of pertinent factors such as the Issuer's business prospects, economic conditions, and stock market conditions. They intend to review their investment on an ongoing basis and may engage in discussions with the Issuer's Board and management regarding strategic alternatives, including potential extraordinary corporate transactions, changes in business operations, financial or governance matters, or changes to the Board or management.

Management Comments

• "The Reporting Persons acquired the securities of the Issuer for investment purposes."
• "Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon Reporting Persons' continuing assessments of pertinent factors..."
• "The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating from time to time with the Board, members of management, other securityholders of the Issuer, or other third parties, advisors..."

Industry Context

This filing reflects a significant ownership stake by a former SPAC sponsor in the combined entity, a common outcome following de-SPAC transactions. It highlights the ongoing involvement and potential influence of initial SPAC sponsors in the post-merger company's strategic direction, particularly concerning corporate governance and future strategic initiatives.

Corporate Governance

Related Party Transactions

• Issuance of 750,000 shares of Common Stock to the Sponsor (BurTech LP LLC) in consideration for certain expenses paid in connection with the Business Combination.
• Earnout provisions entitling Eligible Company Holders, including Mr. Khan and BurTech LP LLC, to up to 15 million shares based on stock price triggers.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding a significant ownership stake, which can influence market perception. The lock-up agreement may reduce immediate selling pressure. The earnout provisions align major shareholder interests with stock performance.
• Management: The Reporting Persons explicitly state their intent to review their investment and potentially discuss strategic alternatives, including changes to management or the Board, indicating potential future influence.

Next Steps

• The Issuer has agreed to register for resale certain shares of Common Stock and other equity securities under the Registration Rights Agreement.
• Reporting Persons may purchase additional securities or dispose of securities in the future based on market conditions and the Issuer's prospects.
• Reporting Persons may discuss items of mutual interest with the Issuer, including potential strategic alternatives, changes to the Board or management, or corporate structure.
• Potential distribution of up to 15 million Earnout Shares upon the occurrence of certain triggering events linked to the trading price of the Common Stock.

Key Dates

Recommendation

Keywords

Blaize Holdings, BurTech LP LLC, Shahal Khan, Schedule 13D, beneficial ownership, SPAC, business combination, merger, common stock, investment, registration rights, lock-up agreement, earnout shares, SEC filing