Financial Results Announcement - Amaze Holdings, Inc. announced financial results for the three months and nine months ended September 30, 2025[5]. - A press release detailing the financial results was issued on November 14, 2025[5]. - The financial results include forward-looking statements with cautionary factors that may affect actual outcomes[6]. - The report does not include specific financial metrics or performance indicators[7]. - No specific user data, future outlook, or new product developments were disclosed in the provided content[5]. Company Classification and Compliance - The company is classified as an emerging growth company under the Securities Act of 1933[4]. - The filing is intended to comply with the requirements of the Securities Exchange Act of 1934[11]. Stock Information - The company’s common stock is traded under the symbol AMZE on the NYSE American[3]. Report Details - The report includes an interactive data file as part of the exhibits[9]. - The CEO of Amaze Holdings, Inc. is Aaron Day, who signed the report[12].

Financial Performance - For the quarter ended September 30, 2025, the Gross Merchandise Value (GMV) was $1,946,771[213]. - Revenues for the three months ended September 30, 2025, were $1,254,241, a significant increase from $63,209 in the same period of 2024[216]. - Gross income for the three months ended September 30, 2025, was $1,172,890, compared to $152,646 in the prior year[216]. - The net loss for the three months ended September 30, 2025, was $5,146,858, compared to a net loss of $315,290 in the same period of 2024[216]. - Total net revenue for the three months ended September 30, 2025 was approximately $1,254,000, up 1884% from approximately $63,000 in the same period of 2024, primarily due to the acquisition of Amaze[240][246]. - Cost of revenue for the three months ended September 30, 2025 was approximately $81,000, compared to $65,000 for the same period in 2024, representing a 25% increase[241][239]. - Gross income for the three months ended September 30, 2025 was approximately $1,173,000, compared to a gross profit of $153,000 for the same period in 2024, reflecting a 668% increase[241][239]. - Total net revenue for the nine months ended September 30, 2025 was approximately $2,184,000, up 817% from approximately $238,000 in the same period of 2024[247]. - SG&A expenses for the nine months ended September 30, 2025 totaled approximately $11.5 million, compared to approximately $2.4 million in the same period of 2024, reflecting a 382% increase[249]. Operational Strategy - The company operates on an asset-light model, reducing reliance on any single vendor and enhancing product availability[207]. - The acquisition of Amaze Software, Inc. was completed on March 7, 2025, marking a strategic pivot towards a platform-based digital commerce business[203]. - The company anticipates net revenue to peak during the quarter from October to December due to increased consumer demand around major holidays[228]. - The company aims to expand its distribution by bringing on "in-country supply" from hundreds of new suppliers to lower shipping costs and delivery times[227]. - The company retains control of consumer data, allowing for data-driven marketing strategies and personalized campaigns to enhance brand loyalty[221]. Financial Position and Cash Flow - Selling, general and administrative (SG&A) expenses increased to approximately $4.8 million in the three months ended September 30, 2025, compared to $460,000 in the same period of 2024, a 936% increase[242]. - Net loss for the three months ended September 30, 2025 was approximately $5.1 million, or $(0.85) per share, compared to a net loss of $0.3 million, or $(0.53) per share, in the same period of 2024[245]. - Net cash used in operating activities was approximately $9.8 million for the nine months ended September 30, 2025, compared to $1.3 million for the same period in 2024, a 626% increase[254]. - As of September 30, 2025, the company had an accumulated deficit of approximately $41.6 million and total stockholders' equity of approximately $71.2 million[258]. - Current assets amounted to approximately $1.3 million and current liabilities were approximately $27.3 million, resulting in a working capital deficit of approximately $26.0 million[259]. - The company projects that its existing cash balance will be sufficient to fund current operations into 2026, contingent on reduced expenses and additional financing[261]. - There is substantial doubt about the company's ability to continue as a going concern, which may necessitate adjustments to asset and liability classifications[262]. - The company's future viability depends on generating sufficient cash flow or raising additional capital through debt or equity financing[263]. - The company has funded its operations through debt and equity financing, as detailed in its Annual Report for the year ended December 31, 2024[264]. - The company has not engaged in any off-balance sheet activities as defined in Regulation S-K[266]. - The company qualifies as an emerging growth company and has elected to use an extended transition period for complying with new accounting standards[268].

As filed with the Securities and Exchange Commission on October 1, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMAZE HOLDINGS, INC. (I.R.S. Employer Identification Number) 2901 West Coast Highway, Suite 200 Newport Beach, CA 92663 (888) 672-0365 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Aaron Day Chief Executive Of ...

As filed with the Securities and Exchange Commission on September 10, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMAZE HOLDINGS, INC. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of (Primary Standard Industrial Nevada 5961 87-3905007 (I.R.S. Employer Identification Number) 2901 West Coast Highway, Suite 200 Newport Beach, CA 92663 (855) 766-9463 (Add ...

Financial Performance - Amaze reported a revenue of $0.87 million for Q2 2025, representing a 1,134% increase year-over-year from $0.07 million in Q2 2024[16] - Gross profit for Q2 2025 increased to $0.79 million, a 1,903% rise from a gross loss of $(0.04) million in the same period last year[16] - The net loss for Q2 2025 was $5.0 million, or $(3.14) per share, compared to a net loss of $0.88 million, or $(1.30) per share, in Q2 2024[16] - Revenues for the three months ended June 30, 2025, reached $869,884, a significant increase from $70,484 in the same period of 2024, representing a growth of approximately 1,235%[25] - Gross income for the six months ended June 30, 2025, was $784,936, compared to a gross loss of $(154,924) for the same period in 2024, indicating a turnaround in profitability[25] - Operating loss for the three months ended June 30, 2025, was $(4,285,912), compared to $(879,569) in the same period of 2024, reflecting an increase in operational expenses[25] - Net loss attributable to common stockholders for the six months ended June 30, 2025, was $(7,246,908), compared to $(2,148,017) in the same period of 2024, highlighting increased financial challenges[25] Cash and Liquidity - Cash reserves increased to $0.31 million as of June 30, 2025, up from $0.16 million at the end of 2024[16] - Cash and restricted cash at the end of the period was $310,683, up from $194,795 at the end of the same period in 2024, showing improved liquidity[27] - Net cash used in operating activities for the six months ended June 30, 2025, was $(3,902,281), compared to $(946,562) in the same period of 2024, indicating higher cash outflows[27] - Proceeds from notes payable net of issuance costs amounted to $2,488,241 for the six months ended June 30, 2025, compared to $15,000 in the same period of 2024, reflecting increased financing activities[27] Operational Metrics - Total active creators on the platform exceeded 12 million, with over 200 million lifetime storefront visits[16] - Gross Merchandise Value (GMV) reached $3.77 million, with an average order value (AOV) of $50.00 for the first half of 2025[8] - The U.S. conversion rate for all traffic was reported at 0.41%[8] Strategic Initiatives - The company launched new integrations and partnerships, including with Picsart and VisitIQ, to enhance monetization and data analysis capabilities[7] - Strategic partnerships were formed with various entities, including Parler, to expand the sales network for creators[7] Expenses and Financial Structure - The company reported an equity-based compensation expense of $190,359 for the six months ended June 30, 2025, compared to $3,251 in the same period of 2024, indicating a shift in compensation strategy[25] - Total liabilities and stockholders' equity stood at $98,929,692, with total stockholder's equity at $70,626,750, reflecting the company's financial structure[23] - The company experienced a significant increase in selling, general and administrative expenses, which totaled $6,768,134 for the six months ended June 30, 2025, compared to $1,933,748 in the same period of 2024, indicating higher operational costs[25] Future Outlook - The company expects sequential revenue growth in Q3 and Q4 2025, anticipating a temporary profit in Q4 2025/Q1 2026 due to seasonal sales increases[10]

Financial Performance - For the quarter ended June 30, 2025, Gross Merchandise Value (GMV) facilitated through the platform was $3,774,478[197]. - Revenues for the three months ended June 30, 2025, were $869,884, compared to $70,484 for the same period in 2024, representing a significant increase[200]. - Gross income for the quarter ended June 30, 2025, was $787,512, compared to a loss of $(43,676) in the same quarter of 2024[200]. - The net loss for the quarter ended June 30, 2025, was $(5,048,167), compared to a net loss of $(879,569) for the same period in 2024[200]. - Total net revenue for the three months ended June 30, 2025 was approximately $870,000, up 1134% from approximately $70,000 in the same period of 2024, primarily due to the acquisition of Amaze[223]. - Gross profit for the three months ended June 30, 2025 was approximately $788,000, compared to a gross loss of approximately $44,000 for the same period in 2024, reflecting improved margins from the Amaze platform[224]. - Total net revenue for the six months ended June 30, 2025 was approximately $930,000, up 431% from approximately $175,000 in the same period of 2024, again attributed to the acquisition of Amaze[229]. - Gross profit for the six months ended June 30, 2025 was approximately $785,000, compared to a gross loss of approximately $155,000 for the same period in 2024, indicating a significant improvement in margin[231]. - The net loss for the six months ended June 30, 2025 was approximately $7.1 million, or $(6.17) per share, compared to a net loss of $2.1 million, or $(3.09) per share, in the same period of 2024[234]. Expenses - Selling, general and administrative (SG&A) expenses increased to approximately $4.9 million in the three months ended June 30, 2025, compared to $834,000 in the same period of 2024, driven by higher operating costs related to the acquisition[225]. - SG&A expenses for the six months ended June 30, 2025 increased to approximately $6.8 million, compared to approximately $1.9 million in the same period of 2024, reflecting the costs associated with the acquisition[232]. Cash Flow and Capital - Cash used in operating activities was approximately $3.9 million for the six months ended June 30, 2025, compared to $946,000 for the same period in 2024, primarily due to acquisition-related activities[235]. - As of June 30, 2025, the company had a working capital deficit of approximately $27 million, with current assets of approximately $1.3 million and current liabilities of approximately $28.3 million[240]. - The company's future viability depends on its ability to generate sufficient cash flow or raise additional capital through debt or equity financing[245]. - The company has funded its operations through debt and equity financing as detailed in its Annual Report for the year ended December 31, 2024[246]. Strategic Initiatives - The company completed the acquisition of Amaze Software, Inc. on March 7, 2025, marking a strategic pivot towards a platform-based digital commerce business[187]. - The company operates on an asset-light model, reducing reliance on any single vendor and enhancing product availability[191]. - The company anticipates net revenue to peak during the quarter from October to December due to increased consumer demand around major holidays[212]. - The company plans to expand distribution by onboarding new suppliers to lower shipping costs and address local market needs[211]. Compliance and Reporting - The company has not engaged in any off-balance sheet activities as defined in Regulation S-K[248]. - The company is classified as an emerging growth company and is utilizing an extended transition period for compliance with new accounting standards[250].

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]