| 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 Schedule 13G is being filed jointly by:
Temasek Holdings (Private) Limited ("Temasek");
Tembusu Capital Pte. Ltd. ("Tembusu");
Thomson Capital Pte. Ltd. ("Thomson"); and
Anderson Investments Pte. Ltd. ("Anderson", and, together with Temasek, Tembusu and Thomson, the "Reporting Persons")
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit 99.1 hereto. |
| (b) | Address or principal business office or, if none, residence:
Each of the Reporting Persons:
60B Orchard Road
#06-18
The Atrium@Orchard
Singapore 238891. |
| (c) | Citizenship:
Each of the Reporting Persons: Singapore |
| (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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Anderson directly owns 6,353,023 shares of the Issuer's common stock.
Anderson is a wholly-owned subsidiary of Thomson, which in turn is a wholly-owned subsidiary of Tembusu, which in turn is a wholly-owned subsidiary of Temasek. Temasek, Tembusu and Thomson, through the ownership described herein, may be deemed to beneficially own the shares of the Issuer's common stock directly owned by Anderson. |
| (b) | Percent of class:
Temasek, Tembusu, Thomson and Anderson: 6.3%
The percentage above is based on 101,588,967 shares of the Issuer's common stock outstanding following the Transactions as set forth in the January 2025 Form 8-K. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
6,353,023
With respect to shared power to vote or to direct the vote of the shares of the Issuer's common stock, please see Item 4(a) above regarding qualifications as to beneficial ownership.
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
6,353,023
With respect to shared power to dispose or to direct the diposition of the shares of the Issuer's common stock, please see Item 4(a) above regarding qualifications as to beneficial ownership.
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| 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
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)