| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Blaize Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
092915107 (CUSIP Number) |
01/13/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 092915107 |
| 1 | Names of Reporting Persons Rizvi Traverse CI Manager, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
On January 13, 2025, BurTech Acquisition Corp. and Blaize, Inc. completed their previously announced business combination (the "Business Combination"). The combined company will operate under the name Blaize Holdings, Inc. (the "Issuer").
Immediately following the Business Combination, the RT Funds (as defined below) collectively held 5,439,433 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), or 5.35% of the Issuer's issued and outstanding shares of Common Stock calculated using 101,588,967 shares of Common Stock of the Issuer issued and outstanding as of January 13, 2025, as reported by the Issuer in its Current Report on Form 8-K filed on January 17, 2025 (the "Closing Form 8-K"). The shares of Common Stock held by the RT Funds were directly held as follows: (i) 1,211,952 shares of Common Stock were directly held by RT-AI II, LLC; (ii) 842,890 shares of Common Stock were directly held by RT-AI III, LLC; (iii) 2,548,556 shares of Common Stock were directly held by RT-AI IV, LLC; and (iv) 836,035 shares of Common Stock directly were held by RT AI-V, LLC. RT-AI II, LLC; RT-AI III, LLC; RT-AI, IV, LLC; and RT AI-V, LLC are referred to collectively as the "RT Funds."
Subsequent to January 13, 2025 and prior to the filing of this Schedule 13G, the shares of Common Stock held by the RT Funds were all distributed, pro-rata, to the investors in the RT Funds (and certain other affiliated parties), resulting in no shares of Common Stock currently held by the RT Funds.
Rizvi Traverse CI Manager, LLC ("RTCIM") is the manager of each of the RT Funds. Mr. Suhail Rizvi is the manager of RTCIM. Though no longer applicable, Mr. Rizvi may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by RTCIM, and each of Mr. Rizvi and RTCIM may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the RT Funds.
SCHEDULE 13G |
| CUSIP No. | 092915107 |
| 1 | Names of Reporting Persons SUHAIL RIZVI | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,991,908.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.95 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares of Common Stock reported in Rows 5, 7 and 9 in the table above represent 2,991,908 shares of Common Stock directly held by Rizvi Master LLC ("Rizvi Master").
Mr. Suhail Rizvi is the manager of each of RTCIM and Rizvi Master. Mr. Rizvi may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by each of (i) RTCIM and the RT Funds, though no longer applicable, and (ii) Rizvi Master. Mr. Rizvi disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
The percentage reflected in Row 11 in the table above is calculated using 101,588,967 shares of Common Stock of the Issuer issued and outstanding as of January 13, 2025, as reported by the Issuer in its Closing Form 8-K.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Blaize Holdings, Inc. | |
| (b) | Address of issuer's principal executive
offices: 4659 Golden Foothill Parkway, Suite 206, El Dorado Hills, California 95762 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is being filed jointly by Rizvi Traverse CI Manager, LLC, a Delaware limited liability company ("RTCIM") and Mr. Suhail Rizvi, a citizen of the United States (each a "Reporting Person" and, collectively, the "Reporting Persons").
On January 13, 2025, BurTech Acquisition Corp. and Blaize, Inc. completed their previously announced business combination (the "Business Combination"). The combined company will operate under the name Blaize Holdings, Inc. (the "Issuer").
Immediately following the Business Combination, the RT Funds (as defined below) collectively held 5,439,433 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), or 5.35% of the Issuer's issued and outstanding shares of Common Stock calculated using 101,588,967 shares of Common Stock of the Issuer issued and outstanding as of January 13, 2025, as reported by the Issuer in its Current Report on Form 8-K filed on January 17, 2025 (the "Closing Form 8-K"). The shares of Common Stock held by the RT Funds were directly held as follows: (i) 1,211,952 shares of Common Stock were directly held by RT-AI II, LLC; (ii) 842,890 shares of Common Stock were directly held by RT-AI III, LLC; (iii) 2,548,556 shares of Common Stock were directly held by RT-AI IV, LLC; and (iv) 836,035 shares of Common Stock directly were held by RT AI-V, LLC. RT-AI II, LLC; RT-AI III, LLC; RT-AI, IV, LLC; and RT AI-V, LLC are referred to collectively as the "RT Funds."
Subsequent to January 13, 2025 and prior to the filing of this Schedule 13G, the shares of Common Stock held by the RT Funds were all distributed, pro-rata, to the investors in the RT Funds (and certain other affiliated parties), resulting in no shares of Common Stock currently held by the RT Funds.
Rizvi Traverse CI Manager, LLC ("RTCIM") may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by the RT Funds as RTCIM is the manager of each of the RT Funds. Mr. Rizvi may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by each of (y) RTCIM and the RT Funds, though no longer applicable, and (z) Rizvi Master LLC, a Delaware limited liability company ("Rizvi Master"), as Mr. Rizvi is the manager of each of RTCIM and Rizvi Master. Mr. Rizvi disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal office of each of the Reporting Persons is c/o Rizvi Traverse CI Manager, LLC, 801 Northpoint Parkway, Suite 129, West Palm Beach, FL 33407. | |
| (c) | Citizenship: The response to Row 4 of each cover page is incorporated herein by reference for each Reporting Person's citizenship. | |
| (d) | Title of class of securities: Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 092915107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See Row 9 of each cover page. | |
| (b) | Percent of class: See Row 11 of each cover page. Calculated using 101,588,967 shares of Common Stock of the Issuer issued and outstanding as of January 13, 2025, as reported by the Issuer in its Current Report on Form 8-K filed on January 17, 2025. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row 5 of each cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See Row 6 of each cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of each cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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