| Item 1. | |
| (a) | Name of issuer:
Blaize Holdings, Inc. |
| (b) | Address of issuer's principal executive
offices:
7770 Norfolk Ave Bethesda MD 20814 |
| Item 2. | |
| (a) | Name of person filing:
Boothbay Fund Management, LLC*
Boothbay Absolute Return Strategies, LP*
Ari Glass* |
| (b) | Address or principal business office or, if
none, residence:
140 East 45th Street, 16th Floor
New York, NY 10017 |
| (c) | Citizenship:
Boothbay Fund Management, LLC - Delaware
Boothbay Absolute Return Strategies, LP - Delaware
Ari Glass - United States |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 |
| (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:
Boothbay Fund Management, LLC - 343,594*
Boothbay Absolute Return Strategies, LP - 343,594*
Ari Glass - 343,594*
*The Common Stock, par value $0.0001 (the "Shares") of the Issuer reported herein are held by one or more private funds (the "Funds"), which are managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the "Adviser"). Ari Glass is the Managing Member of the Adviser. The Adviser has delegated to certain subadvisors (collectively, "Subadvisors") the authority to act on behalf of the Funds, including the sole authority to vote and direct the disposition of certain Shares held by the Funds, and such Shares may be reported in regulatory filings made by such Subadvisors.
However, this report is being made to the extent that, for the purposes of Reg. Section 240.13d-3, the reporting persons herein are deemed to beneficially own the Shares reported herein in the form of Units. The filing of this report shall not be deemed an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, that the Adviser, the Funds, Ari Glass or any other person has beneficial ownership of any securities reported herein and, notwithstanding the inclusion of any security in this report, the Adviser, the Funds, and Ari Glass expressly disclaim beneficial ownership of any security reported herein, except to the extent of the Adviser's, the Funds', or Ari Glass's pecuniary interest therein (if any), with respect to the Units which the Adviser has delegated sole investment and voting discretion to a Subadvisor and does not presently have the right to terminate such delegation within sixty days. |
| (b) | Percent of class:
Boothbay Fund Management, LLC - 8.4%*
Boothbay Absolute Return Strategies, LP - 8.4%*
Ari Glass - 8.4* % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Boothbay Fund Management, LLC - 0
Boothbay Absolute Return Strategies, LP - 0
Ari Glass - 0
|
| | (ii) Shared power to vote or to direct the
vote:
Boothbay Fund Management, LLC - 343,594*
Boothbay Absolute Return Strategies, LP - 343,594*
Ari Glass - 343,594*
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Boothbay Fund Management, LLC - 0
Boothbay Absolute Return Strategies, LP - 0
Ari Glass - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Boothbay Fund Management, LLC - 343,594*
Boothbay Absolute Return Strategies, LP - 343,594*
Ari Glass - 343,594*
|
| 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
|
Rule
13d-1(c)