Blaize Holdings, Inc. (BZAI) FY 2021 MD&A

Overview

We are a blank check company incorporated in Delaware
on March 2, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the
risks associated with emerging growth companies.

On December 15, 2021, we completed the IPO of
28,750,000 units, including 3,750,000 units from the full exercise of the overallotment option by the underwriters, at $10.00 per unit
(the “Units”). Each Unit consists of one Class A common stock and one redeemable warrant (the “Public Warrants”).
Each whole warrant entitles the holder to purchase one Class A common stock at a price of $11.50 per share. Simultaneously with the consummation
of the IPO, we consummated the private placement of 898,250 units (the “Private Placement Units”) to our sponsor, including
93,750 units from the full exercise of the overallotment option by the underwriters, at a price of $10.00 per units, generate an aggregate
of $8,982,500 proceeds.

We will have only 15 months from the closing of
the IPO (the “Combination Period”) to complete the initial Business Combination. If we are unable to complete the initial
business combination within the Combination Period (and the stockholders have not approved an amendment to our charter extending this
time period), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us
to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if we fail
to complete the initial business combination within the Combination Period.

Results of Operations

Our entire activity since inception up to December
31, 2021 was in preparation for our initial public offering. We will not generate any operating revenues until the closing and completion
of our initial business combination, at the earliest.

For the period from March 2, 2021 through December
31, 2021, we had net loss of $65,892, which consisted of formation and operating costs of $66,791 and interest and dividend income of
$899.

Liquidity, Capital Resources and Management's
Plan

As of December 31, 2021, we had approximately
$1.5 million in its operating bank account, and working capital of approximately $1.2 million.

Prior to the IPO, our liquidity needs up to December
31, 2021 had been satisfied through a payment from our sponsor of $25,000 for the Founder Shares to cover certain offering costs and the
loan under an unsecured promissory note from the Sponsor of $144,746. In addition, in order to finance transaction costs in connection
with a business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated
to, provide us Working Capital Loans. As of December 31, 2021, there were no amounts outstanding under any Working Capital Loans.

Transaction costs associated with our IPO totaled
$16,919,619, consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred underwriting
fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467 of other offering costs.

The Sponsors agreed to loan the Company up to $300,000 to be used for
a portion of the expenses of the IPO. These loans are non-interest bearing, unsecured and due at the earlier of December 31,
2021 or the closing of the IPO. As of December 31, 2021, the Company had borrowed $144,746 under the promissory note.

We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.
To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the
remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.

Based on the foregoing, management believes that
we will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business
combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying
and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business
combination.

12

Critical Accounting Policies

The preparation of these financial statements
in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of expenses during
the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:

Common Stock Subject to Possible Redemption

We account for our common stock subject to possible
redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject
to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock
(including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, common stock
is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside
of our control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 28,750,000 Class A common
stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity
section of our balance sheet.

We recognize changes in redemption value immediately
as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period.
Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and
accumulated deficit.

Offering Costs associated with the Initial
Public Offering

We
comply with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and
SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the
IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction
of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. We incurred offering
costs amounting to $16,919,619 as a result of the IPO (consisting of $2,875,000 of underwriting fees, $10,062,500 of deferred underwriting
fees, $3,456,652 fair value of the Class A common stock issued to the underwriters and $525,467 of other offering costs).

Net Loss Per Common
Stock

We have two classes of shares, which are referred
to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 29,648,250
potential common stocks for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the period from
March 2, 2021 to December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met and
its inclusion would be anti-dilutive. As a result, diluted net loss per common stock is the same as basic net loss per common stock for
the periods.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards
Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU
2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception,
and it simplifies the diluted earnings per share calculation in certain areas. We are currently evaluating the impact of the ASU on its
financial position, results of operations or cash flows.

Our management does not believe that any other
recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial
statement.

13