Amaze Holdings Amends S-1, Signals Continuous Offering
Ticker: AMZE · Form: S-1/A · Filed: Jun 23, 2025 · CIK: 1880343
Sentiment: mixed
Topics: S-1/A, Emerging Growth Company, Smaller Reporting Company, Continuous Offering, Capital Raise, Retail-Eating Places, Corporate Restructuring
Related Tickers: AMZE
TL;DR
**AMZE is a high-risk, early-stage play attempting to raise capital via a continuous offering, so proceed with extreme caution given its history of business pivots.**
AI Summary
AMAZE HOLDINGS, INC. (AMZE) filed an S-1/A on June 23, 2025, indicating its status as a smaller reporting company and an emerging growth company, suggesting it is in an early stage of its public market journey. The filing is an amendment to its initial S-1 registration statement, number 333-287856, for a proposed sale of securities on a delayed or continuous basis pursuant to Rule 415. The company, formerly known as Fresh Vine Wine, Inc. and Fresh Grapes, LLC, changed its name on December 8, 2021, and August 26, 2021, respectively, signaling a potential pivot from its previous focus on the wine industry (SIC 5812 - Retail-Eating Places). While specific revenue and net income figures are not detailed in this excerpt, the continuous offering mechanism implies a need for capital to fund operations or expansion. Key risks include those inherent to emerging growth companies, such as limited operating history and potential capital constraints, as well as the competitive landscape within the retail-eating places sector. The strategic outlook appears focused on securing funding to support its current business model, which is now under the AMAZE HOLDINGS brand.
Why It Matters
This S-1/A filing signals AMAZE HOLDINGS' intent to raise capital through a continuous offering, crucial for its operational runway as a smaller reporting and emerging growth company. Investors should note the company's history of name changes from Fresh Vine Wine, Inc., which could indicate strategic shifts or challenges in its prior business model, potentially impacting future performance. For employees, successful capital raises could ensure job security and growth opportunities, while customers might see expanded services or products. The broader market will watch how AMAZE HOLDINGS competes within the 'Retail-Eating Places' SIC code, a sector with intense competition from established players and new entrants.
Risk Assessment
Risk Level: high — The risk level is high due to AMAZE HOLDINGS' status as both a 'smaller reporting company' and an 'emerging growth company,' as indicated by the checked boxes in the filing. This status typically implies limited operating history, potential capital constraints, and higher volatility. Furthermore, the company's history of name changes from 'Fresh Vine Wine, Inc.' and 'Fresh Grapes, LLC' suggests potential instability or significant business model shifts, adding to the uncertainty.
Analyst Insight
Investors should conduct extensive due diligence on AMAZE HOLDINGS' current business model and financial health, as this S-1/A indicates a capital raise for an emerging growth company. Given the company's past name changes and 'Retail-Eating Places' SIC code, evaluate its competitive position and market strategy before considering any investment.
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Michael Pruitt | Chief Executive Officer |
Key Numbers
- 333-287856 — Registration Statement No. (Identifies the specific S-1 filing being amended.)
- 2025-06-23 — Filing Date (Date the S-1/A was filed with the SEC.)
- 5812 — SIC Code (Standard Industrial Classification for 'Retail-Eating Places', indicating the company's primary business sector.)
- 2021-12-08 — Date of Name Change (When the company changed its name from Fresh Vine Wine, Inc. to Amaze Holdings, Inc.)
- 2021-08-26 — Date of Name Change (When the company changed its name from Fresh Grapes, LLC to Fresh Vine Wine, Inc.)
Key Players & Entities
- AMAZE HOLDINGS, INC. (company) — Registrant and issuer of securities
- Michael Pruitt (person) — Chief Executive Officer of Amaze Holdings, Inc.
- William Mower (person) — Counsel from Maslon LLP
- T.J. Dammrich (person) — Counsel from Mercer Oak, LLC
- Fresh Vine Wine, Inc. (company) — Former name of Amaze Holdings, Inc.
- Fresh Grapes, LLC (company) — Former name of Amaze Holdings, Inc.
- SEC (regulator) — Securities and Exchange Commission
- $333-287856 (dollar_amount) — Registration Statement number
FAQ
What is Amaze Holdings, Inc.'s primary business according to its SIC code?
Amaze Holdings, Inc.'s primary business, as indicated by its Standard Industrial Classification (SIC) code 5812, is 'Retail-Eating Places'. This suggests the company operates within the food service or restaurant industry.
Why did Amaze Holdings, Inc. file an S-1/A?
Amaze Holdings, Inc. filed an S-1/A as an amendment to its initial S-1 registration statement (No. 333-287856) to register securities for a proposed sale on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933.
What is the significance of Amaze Holdings, Inc. being an 'emerging growth company'?
As an 'emerging growth company,' Amaze Holdings, Inc. qualifies for certain scaled disclosure requirements and exemptions from various regulatory provisions, which can reduce compliance costs but also means it has a relatively short operating history and potentially higher risk.
Who is the CEO of Amaze Holdings, Inc.?
Michael Pruitt is the Chief Executive Officer of Amaze Holdings, Inc., with business offices located at 2901 West Coast Highway, Suite 200, Newport Beach, CA 92663.
What were the previous names of Amaze Holdings, Inc.?
Amaze Holdings, Inc. was formerly known as Fresh Vine Wine, Inc., with a name change on December 8, 2021. Prior to that, it was known as FRESH GRAPES, LLC, with a name change on August 26, 2021.
What is the business address for Amaze Holdings, Inc.?
The business address for Amaze Holdings, Inc. is 2901 West Coast Highway, Suite 200, Newport Beach, CA 92663, and its business phone number is (855) 766-9463.
What does 'smaller reporting company' status mean for Amaze Holdings, Inc.?
Being a 'smaller reporting company' allows Amaze Holdings, Inc. to provide less extensive financial and non-financial disclosures in its SEC filings compared to larger public companies, which can reduce reporting burdens but may offer investors less detailed information.
What are the potential risks associated with Amaze Holdings, Inc.'s continuous offering?
Potential risks for Amaze Holdings, Inc.'s continuous offering include market reception to its securities, dilution for existing shareholders if new shares are issued, and the company's ability to effectively deploy the capital raised, especially as an emerging growth company in the 'Retail-Eating Places' sector.
When was the S-1/A filed by Amaze Holdings, Inc.?
The S-1/A for Amaze Holdings, Inc. was filed with the Securities and Exchange Commission on June 23, 2025, with accession number 0001554795-25-000165.
Who are the legal counsels for Amaze Holdings, Inc. mentioned in the filing?
The legal counsels mentioned in the filing for Amaze Holdings, Inc. are William Mower from Maslon LLP and T.J. Dammrich from Mercer Oak, LLC.
Risk Factors
- Need for Additional Capital [high — financial]: The company is filing an S-1/A for a delayed or continuous offering under Rule 415, indicating a potential ongoing need for capital to fund operations or expansion. As a smaller reporting company and emerging growth company, AMZE may face challenges in securing sufficient funding.
- Transition from Wine Industry [medium — operational]: The company has undergone name changes from FRESH GRAPES, LLC to Fresh Vine Wine, Inc. and then to AMAZE HOLDINGS, INC. This signals a potential pivot away from its previous focus on the wine industry (SIC 5812 - Retail-Eating Places), introducing operational risks associated with a new business model.
- Competitive Landscape [medium — market]: Operating within the Retail-Eating Places sector (SIC 5812) presents a competitive landscape. The company faces risks from established players and evolving consumer preferences within this sector.
- Emerging Growth Company Status [low — regulatory]: As an emerging growth company, AMZE benefits from certain regulatory accommodations. However, this status also implies a limited operating history and potential scrutiny as it grows and its disclosures become more comprehensive.
Industry Context
AMAZE HOLDINGS, INC. operates within the Retail-Eating Places sector (SIC 5812). This industry is characterized by high competition, sensitivity to economic conditions, and evolving consumer preferences for dining experiences and food trends. Companies in this sector often rely on strong brand identity, efficient operations, and effective marketing to capture market share.
Regulatory Implications
As an emerging growth company and smaller reporting company, AMAZE HOLDINGS, INC. benefits from reduced SEC disclosure requirements. However, this also means investors have less historical financial data and fewer detailed disclosures compared to larger, more established public companies, necessitating careful due diligence.
What Investors Should Do
- Review prior filings for detailed financial performance and operational history.
- Investigate the specific business model under the AMAZE HOLDINGS brand.
- Assess the company's capital needs and the terms of the continuous offering.
Key Dates
- 2025-06-23: Filing of S-1/A Amendment No. 1 — Indicates the company is actively seeking to register securities for a continuous or delayed offering, signaling a need for ongoing capital.
- 2021-12-08: Name change from Fresh Vine Wine, Inc. to AMAZE HOLDINGS, INC. — Marks a significant strategic shift or rebranding effort, potentially moving away from its previous wine-related business.
- 2021-08-26: Name change from FRESH GRAPES, LLC to Fresh Vine Wine, Inc. — Represents an earlier stage of rebranding or corporate restructuring, preceding the most recent name change.
Glossary
- S-1/A
- An amendment to an S-1 registration statement filed with the SEC, used to update or correct information before securities are offered to the public. (This filing indicates AMAZE HOLDINGS, INC. is in the process of registering securities for public sale, likely to raise capital.)
- Rule 415
- SEC rule that permits companies to register securities for a delayed or continuous offering, allowing flexibility in timing and amount of sales. (The company is utilizing this rule, suggesting a strategy to access capital over time as needed.)
- Smaller Reporting Company
- A company that meets certain criteria for public float and annual revenue, allowing for scaled disclosure requirements. (AMZE's status as an SRC means it has less stringent reporting obligations, which can be a factor for investors to consider.)
- Emerging Growth Company
- A company with total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year, eligible for certain regulatory accommodations. (This designation provides AMZE with reduced disclosure and compliance burdens, impacting the depth of information available to investors.)
- SIC Code 5812
- Standard Industrial Classification code for 'Retail-Eating Places', indicating the primary business sector. (This code suggests the company's core business operations are related to restaurants or food service establishments.)
Year-Over-Year Comparison
This filing is an amendment to a previous S-1 registration statement (No. 333-287856). As an amendment, it primarily serves to update or supplement information related to the proposed continuous offering. Specific year-over-year financial metric comparisons are not available from this excerpt alone, but the filing confirms the company's status as an emerging growth and smaller reporting company, highlighting its early-stage public market presence and associated risks.
Filing Details
This Form S-1/A (Form S-1/A) was filed with the SEC on June 23, 2025 by Michael Pruitt regarding AMAZE HOLDINGS, INC. (AMZE).