Amaze Holdings Enters Material Agreement, Files 8-K

TL;DR

Amaze Holdings signed a big deal, sold some stock, and filed financials. Big news incoming.

AI Summary

Amaze Holdings, Inc. announced on October 23, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on October 27, 2025.

Why It Matters

This 8-K filing indicates a significant new development for Amaze Holdings, Inc., potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce significant financial and operational risks.

Key Players & Entities

• Amaze Holdings, Inc. (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• October 27, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Fresh Vine Wine, Inc. (company) — Former company name
• FRESH GRAPES, LLC (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share AMZE NYSE American Indi
• $6.00 — (the "Common Stock"), of the Company at $6.00 per share and a 3-year warrant (the "Wa
• $7.50 — arrant Shares") at an exercise price of $7.50 per share, subject to adjustment. On O
• $4,000,000 — ches for an aggregate purchase price of $4,000,000. Parler will pay the aggregate purchase
• $2,000,000 — ggregate purchase price as follows: (i) $2,000,000 in the form of 400 shares of Parler's S
• $5,000 — er's Series A Preferred Stock priced at $5,000 per share, in exchange for 500,000 Shar
• $1,000,000 — nd 500,000 Warrants ("Tranche 1"); (ii) $1,000,000 in cash for 250,000 Shares and 250,000

Filing Documents

• amze1027form8k.htm (8-K) — 30KB
• amze1027form8kexh10_1.htm (EX-10.1) — 89KB
• 0001554795-25-000228.txt ( ) — 307KB
• amze-20251023.xsd (EX-101.SCH) — 3KB
• amze-20251023_lab.xml (EX-101.LAB) — 34KB
• amze-20251023_pre.xml (EX-101.PRE) — 22KB
• amze1027form8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2025, on August 7, 2025, Amaze Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Original Purchase Agreement") with Parler Cloud Technologies, LLC ("Parler"). Pursuant to the Original Purchase Agreement and subject to the satisfaction of certain conditions set forth therein, Parler would purchase 1,000,000 shares (the "Shares") of common stock, par value 0.001 per share (the "Common Stock"), of the Company at $6.00 per share and a 3-year warrant (the "Warrant") to purchase 1,000,000 shares of Common Stock (the "Warrant Shares") at an exercise price of $7.50 per share, subject to adjustment. On October 23, 2025, the Company and Parler revised the terms of the transaction contemplated by the Original Purchase Agreement by entering into an Amended and Restated Securities Purchase Agreement (the "A&R Purchase Agreement"). Under the A&R Purchase Agreement, Parler has agreed to purchase the same number of Shares and Warrants in three tranches for an aggregate purchase price of $4,000,000. Parler will pay the aggregate purchase price as follows: (i) $2,000,000 in the form of 400 shares of Parler's Series A Preferred Stock priced at $5,000 per share, in exchange for 500,000 Shares and 500,000 Warrants ("Tranche 1"); (ii) $1,000,000 in cash for 250,000 Shares and 250,000 Warrants ("Tranche 2"); and (iii) $1,000,000 in cash for 250,000 Shares and 250,000 Warrants ("Tranche 3"). The Company has the option to receive shares of Parler's Series A Preferred Stock instead of cash for Tranche 2 and Tranche 3. Subject to the terms and conditions of the A&R Purchase Agreement, the closing of Tranche 1 and Tranche 2 will occur on or before November 30, 2025 and the closing of Tranche 3 will occur on or before December 31, 2025. The A&R Purchase Agreement includes customary repre

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 is incorporated herein by reference. The securities described herein were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Amended and Restated Securities Purchase Agreement dated as of October 23, 2025 between Amaze Holdings, Inc. and Parler Cloud Technologies, LLC 10.2 Form of Warrant (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed August 13, 2025) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. Dated: October 27, 2025 AMAZE HOLDINGS, INC. By: /s/ Aaron Day Name: Aaron Day Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR