Fresh Vine Wine Files 8-K

TL;DR

Fresh Vine Wine filed a standard 8-K, no major news.

AI Summary

Fresh Vine Wine, Inc. filed an 8-K on December 20, 2024, to report a Regulation FD Disclosure and Financial Statements and Exhibits. The filing does not contain specific financial figures or material events beyond the standard reporting requirements for this form.

Why It Matters

This filing serves as a routine update for investors, indicating that Fresh Vine Wine, Inc. has submitted required disclosures and financial information to the SEC.

Risk Assessment

Risk Level: low — The filing is a routine disclosure and does not contain any new material information that would indicate increased risk.

Key Players & Entities

• Fresh Vine Wine, Inc. (company) — Registrant
• December 20, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• 001-41147 (commission_file_number) — SEC File Number
• 87-3905007 (tax_id) — I.R.S. Employer Identification No.
• P.O. Box 78984 Charlotte, NC 28271 (address) — Address of Principal Executive Offices
• (855) 766-9463 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share VINE NYSE American Indi

Filing Documents

• vine1220form8k.htm (8-K) — 41KB
• vine1220form8kexh99_1.htm (EX-99.1) — 35KB
• 0001554795-24-000366.txt ( ) — 268KB
• vine-20241220.xsd (EX-101.SCH) — 3KB
• vine-20241220_lab.xml (EX-101.LAB) — 34KB
• vine-20241220_pre.xml (EX-101.PRE) — 22KB
• vine1220form8k_htm.xml (XML) — 4KB

01 Regulation FD

Item 7.01 Regulation FD. Fresh Vine Wine, Inc., a Nevada corporation (" Fresh Vine "), previously disclosed that it entered into a Business Combination Agreement (the " Business Combination Agreement ") with (i) Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of Vine (" Pubco "), (ii) VINE Merger Sub Inc., a Delaware corporation and wholly subsidiary of Pubco (" VINE Merger Sub "), (iii) Adifex Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (" Adifex Merger Sub "), and (iv) Adifex Holdings LLC, a Delaware limited liability company (" Adifex "), pursuant to which, in a series of transactions described therein (the " Business Combination "), Fresh Vine will become a wholly owned subsidiary of Pubco. As a result of a transaction between Adifex and Amaze Software, Inc. (" Amaze ") that is a condition precedent to the Business Combination and the Business Combination itself, Amaze will be a subsidiary of Adifex and indirect subsidiary of Pubco. As part of the conditions to the closing of the Business Combination Agreement, Adifex shall have closed the acquisition of the outstanding capital stock of Amaze Software, Inc. (" Amaze ") under a stock purchase agreement, pursuant to which the shareholders of Amaze will contribute their shares of capital stock in Amaze in exchange for membership interests in Adifex. On December 20, 2024, Amaze held an exclusive recorded conversation (the " Call ") with Mike Pruitt, the Chairman and interim chief executive officer of Fresh Vine and Aaron Day, the chief executive officer of Amaze, to discuss the Amaze business and the Business Combination. A transcript of this Call is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this Item 7.01, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of suc

forward-looking statements by the following words: " anticipate ," " believe ," " continue ,"

forward-looking statements by the following words: " anticipate ," " believe ," " continue ," " could ," " estimate ," " expect ," " intend ," " may ," " ongoing, " " plan ," " potential ," " predict ," " project ," " should ," or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of VINE securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the stockholders of VINE (iii) the receipt of certain governmental and regulatory approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination or abandonment of the Business Combination Agreement; (v) the potential effect of the announcement or pendency of the Business Combination on Amaze's or VINE's business relationships, performance and business generally, including potential difficulties in employee retention; (vi) risks that the Business Combination disrupts current plans and operations of VINE or Amaze; (vii) the outcome of any legal proceedings that may be instituted against VINE related to the Business Combination Agreement or the Business Combination; (viii) the risk that VINE will be unable to

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 99.1 Transcript of Call held on December 20, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRESH VINE WINE, INC. Date: December 20, 2024 By: /s/ Michael Pruitt Name: Michael Pruitt Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR