| 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 Ava Investors S.A. | ||||||||
| 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 SWITZERLAND | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,716,892.00 | ||||||||
| 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) 17.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Represents securities received pursuant to that certain Agreement and Plan of Merger, dated as of December 22, 2023 (as amended on April 22, 2024, October 24, 2024 and November 21, 2024, the Merger Agreement), by and among Blaize Holdings, Inc. (f/k/a BurTech Acquisition Corp.) (the Issuer), BurTech Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer (Merger Sub), Blaize, Inc., a Delaware corporation (Blaize), and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company (Burkhan), pursuant to which Merger Sub merged with and into Blaize, with Blaize surviving the merger as a wholly owned subsidiary of the Issuer, and shares of common stock of Blaize converted into Common Stock, par value $0.0001 per share, of the Issuer (the Common Stock).
Consists of 17,716,892 shares of Common Stock, held by Ava Private Markets S.a r.l. (Ava Private Markets) and affiliates. Ava Investors S.A. (Ava Investors) is the investment manager of Ava Private Markets and exercises investment power with respect to the securities held by Ava Private Markets. Each of the persons above disclaims any beneficial ownership of the securities, except to the extent of any pecuniary interest therein.
Percent of class is based on 101,588,967 shares of Common Stock of the Issuer outstanding following closing of the transactions as contemplated by the Merger Agreement as set forth in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on January 17, 2025 (the January 2025 Form 8-K).
SCHEDULE 13G |
| CUSIP No. | 092915107 |
| 1 | Names of Reporting Persons Ava Private Markets S.a r.l. | ||||||||
| 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 LUXEMBOURG | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,716,892.00 | ||||||||
| 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) 17.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
Represents securities received pursuant to the Merger Agreement pursuant to which shares of common stock of Blaize converted into Common Stock.
Consists of 17,716,892 shares of Common Stock, held by Ava Private Markets and affiliates. Ava Investors is the investment manager of Ava Private Markets and exercises investment power with respect to the securities held by Ava Private Markets. Each of the persons above disclaims any beneficial ownership of the securities, except to the extent of any pecuniary interest therein.
Percent of class is based on 101,588,967 shares of Common Stock of the Issuer outstanding following closing of the transactions as contemplated by the Merger Agreement as set forth in the the January 2025 Form 8-K.
SCHEDULE 13G |
| CUSIP No. | 092915107 |
| 1 | Names of Reporting Persons Barthelemy Debray | ||||||||
| 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 SWITZERLAND | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,716,892.00 | ||||||||
| 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) 17.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Represents securities received pursuant to the Merger Agreement pursuant to which shares of common stock of Blaize converted into Common Stock.
Consists of 17,716,892 shares of Common Stock, held by Ava Private Markets and affiliates. Ava Investors is the investment manager of Ava Private Markets and exercises investment power with respect to the securities held by Ava Private Markets. Barthelemy Debray, Raphaelle Mahieu and Benjamin Hazan may each be deemed to have voting and dispositive power with respect to the securities. Each of the persons above disclaims any beneficial ownership of the securities, except to the extent of any pecuniary interest therein.
Percent of class is based on 101,588,967 shares of Common Stock of the Issuer outstanding following closing of the transactions as contemplated by the Merger Agreement as set forth in the the January 2025 Form 8-K.
SCHEDULE 13G |
| CUSIP No. | 092915107 |
| 1 | Names of Reporting Persons Raphaelle Mahieu | ||||||||
| 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 SWITZERLAND | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,716,892.00 | ||||||||
| 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) 17.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Represents securities received pursuant to the Merger Agreement pursuant to which shares of common stock of Blaize converted into Common Stock.
Consists of 17,716,892 shares of Common Stock, held by Ava Private Markets and affiliates. Ava Investors is the investment manager of Ava Private Markets and exercises investment power with respect to the securities held by Ava Private Markets. Barthelemy Debray, Raphaelle Mahieu and Benjamin Hazan may each be deemed to have voting and dispositive power with respect to the securities. Each of the persons above disclaims any beneficial ownership of the securities, except to the extent of any pecuniary interest therein.
Percent of class is based on 101,588,967 shares of Common Stock of the Issuer outstanding following closing of the transactions as contemplated by the Merger Agreement as set forth in the the January 2025 Form 8-K.
SCHEDULE 13G |
| CUSIP No. | 092915107 |
| 1 | Names of Reporting Persons Benjamin Hazan | ||||||||
| 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 SWITZERLAND | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 17,716,892.00 | ||||||||
| 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) 17.44 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Represents securities received pursuant to the Merger Agreement pursuant to which shares of common stock of Blaize converted into Common Stock.
Consists of 17,716,892 shares of Common Stock, held by Ava Private Markets and affiliates. Ava Investors is the investment manager of Ava Private Markets and exercises investment power with respect to the securities held by Ava Private Markets. Barthelemy Debray, Raphaelle Mahieu and Benjamin Hazan may each be deemed to have voting and dispositive power with respect to the securities. Each of the persons above disclaims any beneficial ownership of the securities, except to the extent of any pecuniary interest therein.
Percent of class is based on 101,588,967 shares of Common Stock of the Issuer outstanding following closing of the transactions as contemplated by the Merger Agreement as set forth in the the January 2025 Form 8-K.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Blaize Holdings, Inc. | |
| (b) | Address of issuer's principal executive
offices: Blaize Holdings, Inc., 4659 Golden Foothill Parkway, Suite 206, El Dorado Hills, CA 95762 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed on behalf of each of the following persons:
1. Ava Investors S.A.
2. Ava Private Markets S.a r.l.
3. Barthelemy Debray
4. Raphaelle Mahieu
5. Benjamin Hazan | |
| (b) | Address or principal business office or, if
none, residence: The registered offices of Ava Investors S.A., Barthelemy Debray, Raphaelle Mahieu and Benjamin Hazan are located at Rue du Rhone 78, 1204 Geneva, Switzerland.
The registered offices of Ava Private Markets S.a r.l. are located at 6, rue Dicks L-1417 Luxembourg, Grand Duchy of Luxembourg. | |
| (c) | Citizenship: See responses to Item 4 on each cover page. | |
| (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 responses to Item 9 on each cover page. | |
| (b) | Percent of class: See responses to Item 11 on each cover page. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses to Item 8 on each cover page. | ||
| Item 5. | 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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Comments accompanying signature:
*Ava Private Markets S.a r.l., acting in respect of its Compartment Blaize, is a private limited liability company (societe a responsabilite limitee) incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at 6, Rue Dicks, L-1417 Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Societes, Luxembourg) under number B283362.
Exhibit
Information |
Exhibit Index
Exhibit No. Description
Exhibit 99.1 Joint Filing Agreement, dated as of January 21, 2025, by and among Ava Private Markets S.a r.l., Ava Investors S.A., Barthelemy Debray, Raphaelle Mahieu and Benjamin Hazan. |