UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction (Commission File Number) Nevada 001-41147 87-3905007 (I.R.S. Employer Identification No.) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C ...

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________________ to _________________________ Fresh Vine Wine, Inc. (Former name, former address and former fiscal year, if changed since last report) Securiti ...

Exhibit 99.1 CORRECTED RELEASE: Amaze Reports Second Quarter 2025 Financial Results with 1,134% Year-Over-Year Revenue Growth Amaze Holdings, Inc. (the "Company") is replacing in its entirety its earnings press release for the second quarter ended June 30, 2025, originally issued on August 14, 2025, to correct certain disclosures contained in the tables entitled "Condensed Consolidated Balance Sheets" for the period ended June 30, 2025, the "Condensed Consolidated Statement of Operations" for the three and ...

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________________ to _________________________ Commission File Number: 001-41147 Amaze Holdings, Inc. (Exact name of registrant as specified in its charter) | Nevada ...

Financial Performance - For the three months ended March 31, 2025, net revenue was $60,214, a decrease of 42.4% compared to $104,568 in the same period of 2024[180]. - Net revenue for Q1 2025 was approximately $60 million, a decrease of 42% from approximately $105 million in Q1 2024[204]. - Net loss for the quarter was $2,089,208, compared to a net loss of $1,212,315 in the same quarter of 2024, reflecting a 72.2% increase in losses year-over-year[180]. - The net loss for Q1 2025 was approximately $2.1 million, or $(0.13) per share, compared to a net loss of $1.2 million, or $(0.08) per share, in Q1 2024[209]. - Cash used in operating activities increased to approximately ($1.36 million) in Q1 2025 from ($333,000) in Q1 2024, primarily due to acquisition-related activities[210]. - As of March 31, 2025, the company had an accumulated deficit of approximately $31.3 million and total stockholders' equity of approximately $74.9 million[214]. - Current assets amounted to approximately $1.7 million, while current liabilities were approximately $24.8 million, resulting in a working capital deficit of approximately $23.1 million[215]. Gross Profit and Expenses - Gross loss for the quarter was $2,576, significantly improved from a gross loss of $111,248 in the prior year[180]. - Cost of revenue for Q1 2025 was approximately $63 million, down from $216 million in Q1 2024, resulting in a gross loss of approximately $3,000 compared to a gross loss of $111 million in Q1 2024[205]. - Selling, general, and administrative (SG&A) expenses increased to approximately $1.9 million in Q1 2025 from $1.1 million in Q1 2024, primarily due to higher operating costs related to the acquisition[207]. Business Strategy and Operations - The company completed the acquisition of Amaze Software, Inc. on March 7, 2025, marking a strategic pivot towards a platform-based digital commerce business[170]. - The company operates on an asset-light model, reducing risks associated with inventory and enhancing flexibility in product sourcing[174]. - The company anticipates net revenue to peak during the October to December quarter due to increased consumer demand during the holiday season[192]. - The company plans to expand its distribution by onboarding new suppliers in over 100 countries to lower shipping costs and improve delivery times[191]. - The company aims to leverage its control over consumer data to enhance marketing strategies and deepen brand loyalty[186]. - Management expects Q2 2025 results to provide a more comprehensive view of the combined business following the acquisition of Amaze Software, Inc.[216]. Cash Flow and Financing - Cash provided by financing activities was approximately $2 million in Q1 2025, significantly higher than $105,000 in Q1 2024, attributed to proceeds from a note payable and Series C Stock issuance[212]. - The company projects that existing cash balances will be sufficient to fund current operations into 2026, but may require additional financing to sustain operations[218]. Revenue Channels - The Direct-to-Consumer (DTC) channel accounted for 65.3% of total revenue, down from 72.8% in the previous year, while the Wholesale channel contributed 4.7%[195]. - The E-commerce segment reported a net revenue percentage of (15.8)%, indicating a shift in revenue dynamics post-acquisition[195].

Acquisition and Mergers - Amaze Holdings, Inc. completed the acquisition of Amaze Software, Inc. on March 7, 2025, with an aggregate merger consideration including 750,000 shares of Series D Convertible Preferred Stock and warrants for 8,750,000 shares of common stock[27][28]. - The company initiated a strategic exploration for merger or acquisition opportunities in August 2023 to enhance stockholder value, although a merger agreement was terminated in July 2024[224]. Financial Performance - The company generated revenues of approximately $299,000 in fiscal 2024, a decrease from $1.8 million in fiscal 2023, indicating a significant decline in revenue year-over-year[74]. - The net loss for 2024 was $(2,518,986), a reduction of 76.3% from $(10,615,035) in 2023[208]. - The accumulated deficit increased to $29.2 million as of December 31, 2024, up from $26.5 million in 2023, indicating ongoing financial challenges[74]. - Stockholders' equity reported at $2.4 million for the period ended June 30, 2023, below the $4 million requirement[140]. - Stockholders' equity further decreased to $1.1 million as of September 30, 2023, indicating ongoing financial challenges[141]. - The company has had losses from continuing operations in each of the fiscal years ended December 31, 2020, 2021, and 2022[141]. - The company incurred net losses of approximately $2.5 million in 2024 and $10.6 million in 2023, with an accumulated deficit of approximately $29.2 million as of December 31, 2024[215]. Sales and Distribution - The company has established relationships with wholesale distributors in all 50 states and Puerto Rico, enhancing its market presence[33]. - The wholesale channel accounted for 15% of net revenue in 2024, down from 73% in 2023, while the direct-to-consumer channel increased to 85% from 27%[202]. - A significant percentage of net sales is concentrated within a small number of wholesale customers, which increases reliance on major accounts[96]. - The direct-to-consumer (DTC) channel provides significantly higher margins compared to wholesale distribution, prompting the company to invest further in DTC capabilities[34]. - The company plans to continue investing in direct-to-consumer technologies and capabilities to maintain strong consumer relationships and promote high-margin sales channels[53]. Marketing and Branding - The company employs an omnichannel marketing strategy, utilizing social media and influencer activities to engage with consumers[45]. - The termination of celebrity endorsement agreements with Nina Dobrev and Julianne Hough may adversely affect the company's marketing and brand promotion efforts[86]. - The company aims to innovate with new products at competitive price points to enhance consumer experience and drive revenue growth[197]. Operational Structure - The company utilizes a capital-efficient operational structure, leveraging third-party providers to minimize capital investment while maintaining scalability[39]. - The company does not own vineyards but sources grapes from a third-party supplier, allowing for diversified supply chain management[35][37]. - The company maintains licenses for distribution across all 50 states, utilizing third-party services to manage regulatory compliance[43]. - As of December 31, 2024, the company had approximately four full-time employees, indicating a lean operational structure[66]. Regulatory and Compliance Issues - The company is subject to extensive regulations regarding production, distribution, and sale of wine, which may impact operational flexibility and growth[58]. - The company is subject to additional laws and regulations as a public entity, which may strain resources and divert management's attention[159]. - Compliance with privacy and data protection laws may require additional expenditures and modifications to data processing practices[134]. - The company must comply with evolving data protection laws, and failure to do so could adversely affect its business[131]. Risks and Challenges - The company faces significant competition in the wine industry, competing against established companies with more robust financial and marketing resources[93]. - A reduction in consumer demand for wine could materially and adversely affect business results, influenced by demographic shifts and discretionary spending[97]. - Factors such as economic conditions, demographic shifts, and public health policies could lead to a decline in consumer demand for alcoholic beverages[98]. - The company is heavily reliant on distributors for sales, and any significant reduction in distributor demand could adversely affect sales and profitability[100]. - Disruptions caused by adverse weather, natural disasters, or public health emergencies could lead to delays in operations and affect the ability to meet consumer demand[106]. Cash Flow and Capital Needs - The company has a cash balance of approximately $156,000 as of December 31, 2024, raising concerns about its ability to continue as a going concern[75]. - The company may require additional capital to pursue business objectives, which could lead to significant dilution for existing shareholders if new equity is issued[165]. - Cash used in operating activities decreased to approximately $1.9 million in 2024 from $4.8 million in 2023, reflecting reduced overall business activity[211]. - Net cash used in investing activities increased to $3.5 million in 2024 from $500,000 in 2023, primarily due to a note receivable issued to Amaze Software, Inc.[212]. - Net cash provided by financing activities increased to approximately $5.3 million in 2024 from $3.6 million in 2023, attributed to a Rights Offering and proceeds from the issuance of preferred stock[213]. Product and Quality Management - The company’s wines are produced and bottled in Napa Valley, which is marketed as a sign of superior production quality[42]. - The company is exploring innovative packaging options, including screw-off caps, aluminum cans, and smaller bottles for on-the-go consumption, to enhance brand perception and consumer convenience[49]. - The company relies heavily on third-party suppliers for production and distribution, which may pose risks if these suppliers do not meet quality standards[87]. - A shortage in the supply of quality grapes due to adverse weather or diseases could materially impact production and financial results[109]. Legal and Insurance Matters - The jury awarded damages to Timothy Michaels in the amount of $585,976, which are not covered by the company's insurance policies[117]. - Increased incidence of natural disasters has adversely impacted the company's ability to obtain adequate insurance at financially viable rates[125]. - The company has been granted three trademark registrations in the United States for its wine brands and has filed for additional trademark protections[120]. Corporate Governance - The company must hire additional executive officers to strengthen its management team, as current executives are serving in interim positions[76]. - As of December 31, 2024, the company concluded that its internal control over financial reporting was not effective due to a material weakness[153]. - NYSE American has granted a plan period until March 8, 2025, to regain compliance with listing standards[142]. - Non-compliance with listing requirements could lead to delisting, significantly impacting trading and capital raising abilities[144].

Financial Performance - Fresh Vine Wine reported net revenue of $63,209 for the three months ended September 30, 2024, a decrease of 92.6% compared to $847,959 for the same period in 2023[139]. - The gross profit for the three months ended September 30, 2024, was $152,646, compared to a gross loss of $(41,885) for the same period in 2023[139]. - The net loss for the three months ended September 30, 2024, was $(315,290), a significant improvement from a net loss of $(2,129,660) for the same period in 2023[139]. - Net revenue for the three months ended September 30, 2024, was $63,209, a decrease of 93% compared to $847,959 for the same period in 2023[161]. - Gross loss for the three months ended September 30, 2024, was $152,646, a significant improvement of 464% compared to a gross loss of $(41,885) in the same period of 2023[161]. - Selling, general and administrative expenses decreased by 60% to $459,988 for the three months ended September 30, 2024, compared to $1,141,390 in the same period of 2023[163]. - Cash used in operating activities decreased to $(1,346,789) for the nine months ended September 30, 2024, from $(4,585,403) in the same period of 2023[164]. - As of September 30, 2024, the company had an accumulated deficit of approximately $29.0 million and a total stockholders' deficit of approximately $2.4 million[169]. - Current assets amounted to approximately $482,000, while current liabilities were approximately $3.4 million, resulting in a working capital deficit of approximately $2.9 million[170]. - The company expects to incur losses in future periods as it continues to operate and incur expenses associated with being a public company[169]. Sales and Marketing - Direct-to-consumer (DTC) sales accounted for 87.7% of total revenue for the three months ended September 30, 2024, compared to 12.2% for the same period in 2023[154]. - Fresh Vine Wine's marketing strategy targets consumers aged 21 to 34 with moderate to affluent income, focusing on a healthy and active lifestyle[132]. - The company anticipates net revenue to peak during the quarter spanning from October through December due to increased consumer demand around major holidays[144]. Business Strategy and Operations - Fresh Vine Wine is licensed to sell through direct-to-consumer channels in 43 states and has active relationships with wholesale distributors in all 50 states[130]. - The company is working with leading distributors to expand its presence across the contiguous United States, including Southern Glazer's Wine & Spirits and Republic National Distributing Company[130]. - Fresh Vine Wine's asset-light operating model helps mitigate risks associated with agribusiness, such as droughts or fires, by sourcing inputs from multiple vendors[133]. - The company has been actively seeking new sources of capital and entered into purchase orders with Grocery Outlet to improve liquidity[172]. - The company projects that its existing cash balance will be sufficient to fund current operations through the first quarter of 2025, but requires additional financing to sustain operations[177]. Mergers and Acquisitions - Fresh Vine is exploring strategic opportunities through merger, acquisition, or other transactions to enhance stockholder value[180]. - The company entered into a Merger Agreement with Notes Live, which was later terminated on July 31, 2024[181]. - A new Business Combination Agreement was established on November 3, 2024, involving multiple subsidiaries and aiming for NYSE American listing[183]. - The Business Combination is contingent upon raising up to $10,000,000 through equity or debt securities to cover transaction expenses[184]. - If the Business Combination does not close, the company may consider suspending operations or liquidating assets, potentially leading to significant losses for stockholders[185]. - The company has funded operations through debt and equity financing as detailed in its Annual Report for the year ended December 31, 2023[186]. - Fresh Vine is classified as an emerging growth company, allowing it to utilize reduced reporting requirements and an extended transition period for new accounting standards[190].

Group 1 - Monteverde & Associates PC is investigating Fresh Vine Wine, Inc. regarding its proposed merger with Adifex Holdings, LLC, where Fresh Vine plans to acquire 100% of Adifex's membership interests through a share exchange transaction [1] - The firm has a successful track record in recovering money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [1][2] - Fresh Vine Wine, Inc. is listed on NYSE American under the ticker VINE [1] Group 2 - Monteverde & Associates PC operates from the Empire State Building in New York City and specializes in class action securities litigation [2] - The firm emphasizes the importance of legal representation in class actions and encourages potential clients to inquire about their recovery history and case successes [2] - The firm provides free consultations for shareholders with concerns regarding their investments in the mentioned company [3]

Financial Performance - For the three months ended June 30, 2024, net revenue was $70,484, a decrease of 79% compared to $330,125 for the same period in 2023[97] - For the six months ended June 30, 2024, net revenue was $175,052, down 76% from $738,755 in the prior year[97] - Gross loss for the three months ended June 30, 2024, was $(43,676), significantly improved from $(1,999,530) in the same period of 2023[111] - Cost of revenues for the three months ended June 30, 2024, was $114,160, a decrease of 95% compared to $2,329,655 in 2023[111] - The company incurred net losses of approximately $2.1 million and $6.4 million during the six months ended June 30, 2024 and 2023, respectively[119] Revenue Channels - The direct-to-consumer (DTC) channel accounted for 94.8% of net revenue in June 2024, up from 51.8% in June 2023[106] - The wholesale channel represented only 5.2% of net revenue in June 2024, down from 48.2% in June 2023[106] Marketing and Strategy - Fresh Vine Wine's marketing strategy targets consumers aged 21 to 34 with moderate to affluent income, focusing on a healthy lifestyle[93] - The company expects net revenue to peak during the October to December quarter due to increased consumer demand around major holidays[99] - Fresh Vine Wine plans to continue expanding its distribution network, working with major distributors like Southern Glazer's Wine & Spirits and RNDC[92] Inventory and Expenses - The company anticipates a significant reduction in inventory write-downs, with approximately $110,000 for the six months ended June 30, 2024, compared to $1.7 million in the same period of 2023[114] - Selling, general and administrative expenses decreased by 58% to $834,267 for the three months ended June 30, 2024, compared to $1,970,380 for the same period in 2023[115] Cash Flow and Financing - Net cash used in operating activities improved to ($946,562) for the six months ended June 30, 2024, from ($4,218,620) in 2023, primarily due to one-time expenses related to a settlement[118] - The company raised $1.0 million through the issuance of 10,000 shares of Series A Convertible Preferred Stock at $100.00 per share in August 2023[123] - The company has received subscriptions for 9,135 shares of Series B Convertible Preferred Stock, totaling $913,500 in gross subscription funds as of June 30, 2024[126] - The company projects that its existing cash balance will be sufficient to fund operations through the third quarter of 2024, but requires additional financing to sustain operations[127] - The company may need to curtail operations or initiate bankruptcy proceedings if it cannot raise additional working capital in a timely manner[127] Internal Controls and Compliance - The company concluded that its disclosure controls and procedures were not effective as of June 30, 2024, due to material weaknesses in internal control over financial reporting[139] - Material weaknesses identified include a lack of segregation of incompatible duties and inadequately designed controls for preparing complete and accurate financial statements[139] - The company plans to hire additional experienced staff to address the inability to prepare complete and accurate financial statements and footnotes[140] Legal Matters - A jury awarded damages of $585,976.25 to Timothy Michaels in a lawsuit against the company, which the company intends to appeal[141] - The company entered into a settlement agreement regarding a lawsuit alleging website accessibility violations, agreeing to remediate its website within a stipulated time period[142] Working Capital - As of June 30, 2024, the company had a working capital deficit of approximately $2.7 million, with current assets of approximately $357,000 and current liabilities of $3.0 million[120] - The company has an accumulated deficit of approximately $28.6 million as of June 30, 2024[119] Strategic Opportunities - Fresh Vine announced an exploration of strategic opportunities for mergers or acquisitions in August 2023, but the Merger Agreement with Notes Live was terminated on July 31, 2024[124][132]

Group 1 - Fresh Vine Wine's merger deal with Notes Live has been mutually terminated due to not meeting conditions for closure by the planned date of July 31, 2024 [1][2] - The termination of the merger has led to a significant decline in Fresh Vine Wine's stock, with a drop of 33.7% on the day of the announcement and a year-to-date decline of 48.8% [3] - Fresh Vine Wine continues to hold its shares in Notes Live and is exploring other strategic options to maximize value for its stockholders, including potential new merger opportunities [2] Group 2 - Trading volume for Fresh Vine Wine's stock is notably low, with only about 66,000 shares traded compared to an average daily volume of approximately 350,000 shares [3]