Amaze Holdings Files S-1 for Continuous Offering, Signals Strategic Shift
Ticker: AMZE · Form: S-1 · Filed: Jun 6, 2025 · CIK: 1880343
Sentiment: mixed
Topics: S-1 Filing, Emerging Growth Company, Smaller Reporting Company, Retail-Eating Places, Continuous Offering, Corporate Restructuring, Capital Raise
Related Tickers: AMZE
TL;DR
**AMZE is gearing up for a continuous offering, but its past identity shifts from wine to dining make it a speculative bet.**
AI Summary
AMAZE HOLDINGS, INC. (AMZE) filed an S-1 registration statement on June 6, 2025, indicating a proposed delayed or continuous public offering of securities. The company, formerly known as Fresh Vine Wine, Inc. and FRESH GRAPES, LLC, operates in the Retail-Eating Places sector (SIC 5812). As a smaller reporting company and an emerging growth company, AMZE benefits from reduced disclosure requirements. The filing lists its principal executive offices at 2901 West Coast Highway, Suite 200, Newport Beach, CA 92663, with a business phone of (855) 766-9463. Michael Pruitt serves as the Chief Executive Officer and agent for service. The registration statement, number 333-287856, was filed under the Securities Act of 1933. The company's state of incorporation is Nevada, and its fiscal year ends on December 31. The filing does not disclose specific revenue or net income figures, nor does it detail key business changes beyond the name changes.
Why It Matters
This S-1 filing signals AMAZE HOLDINGS, INC.'s intent to raise capital through a continuous offering, which could provide liquidity for future growth initiatives or operational needs. For investors, it represents an opportunity to participate in a smaller reporting and emerging growth company, albeit with inherent risks associated with early-stage or transitioning businesses. The company's history of name changes from Fresh Vine Wine, Inc. and FRESH GRAPES, LLC suggests a potential pivot in business strategy, moving from a wine focus to the broader 'Retail-Eating Places' sector. This shift could impact its competitive positioning against established players in the food and beverage industry, requiring careful due diligence from potential investors.
Risk Assessment
Risk Level: medium — The risk level is medium due to the company's status as a 'smaller reporting company' and 'emerging growth company,' which allows for reduced disclosure and potentially less transparency for investors. The historical name changes from 'Fresh Vine Wine, Inc.' and 'FRESH GRAPES, LLC' to 'AMAZE HOLDINGS, INC.' suggest a significant business model evolution or pivot, which introduces uncertainty regarding its current operational focus and future profitability.
Analyst Insight
Investors should exercise caution and conduct thorough due diligence on AMAZE HOLDINGS, INC. given its emerging growth status and past business transformations. Wait for more detailed financial disclosures and a clearer articulation of its current business strategy before considering an investment.
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Michael Pruitt | Chief Executive Officer |
Key Numbers
- 333-287856 — SEC File Number (Registration statement number for the S-1 filing)
- 5812 — SIC Code (Standard Industrial Classification for Retail-Eating Places)
- 2025-06-06 — Filing Date (Date the S-1 was filed with the SEC)
- 1231 — Fiscal Year End (Company's fiscal year ends on December 31)
- 855-766-9463 — Business Phone (Contact number for Amaze Holdings, Inc.)
Key Players & Entities
- AMAZE HOLDINGS, INC. (company) — Registrant in S-1 filing
- Michael Pruitt (person) — Chief Executive Officer of Amaze Holdings, Inc.
- 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
- William Mower (person) — Contact for Maslon LLP
- T.J. Dammrich (person) — Contact for Mercer Oak, LLC
FAQ
What is AMAZE HOLDINGS, INC.'s primary business according to the S-1 filing?
According to the S-1 filing, AMAZE HOLDINGS, INC.'s primary business is classified under Standard Industrial Classification (SIC) Code 5812, which corresponds to 'Retail-Eating Places.' This indicates a focus on the restaurant or food service industry.
Who is the CEO of AMAZE HOLDINGS, INC. as listed in the S-1?
Michael Pruitt is listed as the Chief Executive Officer of AMAZE HOLDINGS, INC. in the S-1 filing. He also serves as the agent for service for the company.
What was AMAZE HOLDINGS, INC. formerly known as?
AMAZE HOLDINGS, INC. was formerly known as Fresh Vine Wine, Inc., with a name change date of December 8, 2021. Prior to that, it was known as FRESH GRAPES, LLC, with a name change date of August 26, 2021.
What type of offering is AMAZE HOLDINGS, INC. proposing with this S-1?
AMAZE HOLDINGS, INC. is proposing a delayed or continuous offering of securities pursuant to Rule 415 under the Securities Act of 1933, as indicated by the checked box in the S-1 filing.
Is AMAZE HOLDINGS, INC. considered an emerging growth company?
Yes, AMAZE HOLDINGS, INC. has indicated by check mark in the S-1 filing that it is an 'emerging growth company,' which allows it to take advantage of certain reduced reporting requirements.
Where are AMAZE HOLDINGS, INC.'s principal executive offices located?
The principal executive offices of AMAZE HOLDINGS, INC. are located at 2901 West Coast Highway, Suite 200, Newport Beach, CA 92663. The business phone number is (855) 766-9463.
What is the SEC file number for AMAZE HOLDINGS, INC.'s S-1 registration statement?
The SEC file number for AMAZE HOLDINGS, INC.'s S-1 registration statement is 333-287856. This number identifies the specific filing with the Securities and Exchange Commission.
What are the implications of AMAZE HOLDINGS, INC. being a 'smaller reporting company'?
As a 'smaller reporting company,' AMAZE HOLDINGS, INC. is subject to scaled disclosure requirements, which means it may provide less extensive financial and other information compared to larger public companies. This can impact investor analysis.
When did AMAZE HOLDINGS, INC. file its S-1 registration statement?
AMAZE HOLDINGS, INC. filed its S-1 registration statement with the Securities and Exchange Commission on June 6, 2025, as indicated by the 'FILED AS OF DATE' in the filing header.
What is AMAZE HOLDINGS, INC.'s state of incorporation?
AMAZE HOLDINGS, INC.'s state of incorporation is Nevada, as specified in the S-1 filing under 'State or other jurisdiction of incorporation or organization.'
Industry Context
AMAZE HOLDINGS, INC. operates within the Retail-Eating Places sector (SIC 5812). This industry is characterized by intense competition, evolving consumer preferences, and sensitivity to economic conditions. Key trends include the rise of fast-casual dining, increased demand for delivery and digital ordering, and a growing focus on health-conscious and sustainable food options.
Regulatory Implications
As a company filing an S-1, AMAZE HOLDINGS, INC. is subject to the stringent disclosure and compliance requirements of the Securities Act of 1933. Its status as an emerging growth company and smaller reporting company allows for certain accommodations in disclosure, but it must still adhere to SEC regulations regarding public offerings and ongoing reporting.
What Investors Should Do
- Review historical financial performance and business strategy.
- Assess the competitive landscape within the Retail-Eating Places sector.
- Monitor future SEC filings for detailed financial data and offering specifics.
Key Dates
- 2025-06-06: S-1 Registration Statement Filed — Indicates the company's intent to offer securities to the public, marking a significant step towards a potential IPO or follow-on offering.
- 2021-12-08: Name Change from Fresh Vine Wine, Inc. — Reflects a strategic shift or rebranding effort by the company, potentially indicating a change in business focus or strategy.
- 2021-08-26: Name Change from FRESH GRAPES, LLC — Further historical name change, underscoring previous transformations in the company's identity or structure.
Glossary
- S-1 Registration Statement
- A form filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer their securities to the public. It contains detailed information about the company's business, financial condition, management, and the securities being offered. (This is the primary document filed by AMAZE HOLDINGS, INC. to initiate its public offering process, providing essential disclosure for potential investors.)
- SIC Code 5812
- Standard Industrial Classification code for 'Retail-Eating Places,' which includes establishments primarily engaged in preparing and serving meals, snacks, and beverages for immediate consumption. (Classifies AMAZE HOLDINGS, INC. within the restaurant and food service industry, providing context for its business operations and competitive landscape.)
- Emerging Growth Company
- A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. Emerging growth companies are eligible for certain regulatory and disclosure accommodations. (AMZE qualifies as an emerging growth company, suggesting it may benefit from reduced reporting requirements, which could impact the depth of information available in its filings.)
- Smaller Reporting Company
- A company that meets certain criteria related to public float and annual revenues, generally having less than $250 million in public float or less than $100 million in annual revenues. They also benefit from scaled disclosure requirements. (AMZE's classification as a smaller reporting company, along with being an emerging growth company, indicates a focus on providing essential information while leveraging regulatory flexibility.)
- Rule 415
- SEC rule that permits companies to register securities for delayed or continuous offerings, often referred to as 'shelf registration.' (The S-1 filing indicates that AMZE may be utilizing Rule 415, suggesting the offering might be conducted over a period of time rather than as a single event.)
Year-Over-Year Comparison
As this is the initial S-1 filing for AMAZE HOLDINGS, INC. (AMZE) under its current structure and name, a direct comparison of key metrics like revenue growth, margin changes, or debt-to-equity ratios to a prior year's filing is not possible. The filing does not provide historical financial data for the current entity. However, the S-1 does indicate previous corporate identities (Fresh Vine Wine, Inc. and FRESH GRAPES, LLC), suggesting a history of operational changes or restructurings that may have impacted its financial trajectory.
Filing Details
This Form S-1 (Form S-1) was filed with the SEC on June 6, 2025 by Michael Pruitt regarding AMAZE HOLDINGS, INC. (AMZE).