Blaize Holdings, Inc. Common Stock (BZAI) Form 3 Blaize / Raphaelle Mahieu ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Ava Investors SA

(Last) (First) (Middle)

RUE DU RHONE 78

(Street)

GENEVA V8 1204

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/13/2025

3. Issuer Name and Ticker or Trading Symbol
Blaize Holdings, Inc. [ BAIZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	17,716,892	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earnout Rights	(3)	01/13/2030	Common Stock	2,390,547	(3)	I	See footnotes(1)(2)

1. Name and Address of Reporting Person^*

Ava Investors SA

(Last) (First) (Middle)

RUE DU RHONE 78

(Street)

GENEVA V8 1204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ava Private Markets S.a r.l.

(Last) (First) (Middle)

6, RUE DICKS L-1417

(Street)

LUXEMBOURG, GRAND DUCHY OF N4

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Debray Barthelemy

(Last) (First) (Middle)

RUE DU RHONE 78

(Street)

GENEVA V8 1204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mahieu Raphaelle

(Last) (First) (Middle)

RUE DU RHONE 78

(Street)

GENEVA V8 1204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hazan Benjamin

(Last) (First) (Middle)

RUE DU RHONE 78

(Street)

GENEVA V8 1204

(City) (State) (Zip)

Explanation of Responses:

1. 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 the Issuer (f/k/a BurTech Acquisition Corp.), BurTech Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer, Blaize, Inc., a Delaware corporation ("Blaize") and for the limited purposes set forth therein, Burkhan Capital LLC, a Delaware limited liability company, pursuant to which Merger Sub merged with and into Blaize (the "Merger"), with Blaize surviving the Merger as a wholly owned subsidiary of the Issuer, and shares of common stock of Blaize converted into (i) Common Stock of the Issuer, and (ii) the right to receive Earnout Shares (as defined below).

2. Consists of 17,716,892 shares of Common Stock of the Issuer held by Ava Private Markets S.a r.l. ("Ava Private Markets") and affiliates. Ava Investors S.A. 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 be deemed to exercise investment 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.

3. Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock (each, an "Earnout Share") upon the satisfaction of certain price thresholds for a period ending on the five-year anniversary of the closing of the Issuer's business combination. Pursuant to an "earnout" provision in the Merger Agreement, the Earnout Shares may be issued in four separate tranches based upon the closing price of one share of the Issuer's Common Stock for any twenty trading days within any thirty consecutive trading day period following the closing of the Issuer's business combination.

	/s/ See Signatures Included in Exhibit 99.1	01/21/2025
	** Signature of Reporting Person	Date
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