Amaze Holdings S-1 Details 4.99M Share Resale, Post-Merger Capital Structure

Ticker: AMZE · Form: S-1 · Filed: Sep 10, 2025 · CIK: 1880343

Sentiment: bearish

Topics: S-1 Filing, Secondary Offering, Dilution Risk, E-commerce Platform, Wine Products, Merger & Acquisition, Convertible Notes

TL;DR

**AMZE's S-1 signals significant insider selling and potential dilution, making it a risky bet despite its e-commerce pivot.**

AI Summary

AMAZE HOLDINGS, INC. (AMZE) filed an S-1 on September 10, 2025, primarily for the resale of up to 4,990,844 shares of common stock by selling stockholders, with the company not receiving any proceeds from these sales, except for cash warrant exercises. The company's business is segmented into E-commerce/Subscriptions and Wine Products, with the E-commerce segment focusing on a creator-focused platform and the Wine Products segment selling "Fresh Vine" wines priced between $15 and $25 per bottle. Key business changes include the acquisition of Amaze Software, Inc. on March 7, 2025, which resulted in the issuance of 4,076,115 shares of common stock upon conversion of Series D preferred stock and warrants for 380,448 shares. Additionally, AMZE issued $1,200,000 in convertible promissory notes and warrants for 75,000 shares on August 11, 2025, and $287,000 in promissory notes and warrants for 4,076 shares on June 11, 2025. The company also issued $1,650,000 in secured original issue discount notes and 11,777 shares on February 6, 2025, and $600,000 in secured convertible promissory notes (with $174,500 outstanding) and warrants for 32,174 shares on October 8, 2024. AMZE operates as an emerging growth company and a smaller reporting company, allowing for reduced disclosure obligations. The stock closed at $2.37 per share on September 9, 2025, on the NYSE American.

Why It Matters

This S-1 filing is crucial for investors as it outlines the potential dilution from the resale of nearly 5 million shares by existing stockholders, which could pressure AMZE's stock price, currently at $2.37. The company will not receive direct proceeds from these sales, limiting its capital infusion, though it will benefit from warrant exercises. For employees and customers, the filing highlights the strategic shift towards an asset-light e-commerce platform following the Amaze Software acquisition, signaling a pivot from its original Fresh Vine Wine business. Competitively, the e-commerce segment aims to challenge existing creator platforms by offering an end-to-end solution, while the wine segment faces intense competition in the $15-$25 price point market.

Risk Assessment

Risk Level: high — The filing explicitly states, "Investing in our common stock involves a high degree of risk." This is evidenced by the substantial number of shares, 4,990,844, being registered for resale by selling stockholders, which could lead to significant market dilution. Furthermore, the company will not receive any proceeds from these sales, except for cash warrant exercises, limiting its ability to fund operations or growth initiatives.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate the potential for dilution from the 4,990,844 shares being registered for resale. Given the company will not receive proceeds from these sales, new capital for growth will need to come from other sources. Consider waiting for more clarity on the company's financial performance post-merger and its ability to generate revenue from its new e-commerce segment before investing.

Financial Highlights

debt To Equity
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revenue
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operating Margin
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total Assets
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total Debt
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net Income
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gross Margin
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cash Position
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revenue Growth
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Revenue Breakdown

SegmentRevenueGrowth
E-commerce/SubscriptionsN/AN/A
Wine ProductsN/AN/A

Key Numbers

Key Players & Entities

FAQ

What is Amaze Holdings, Inc.'s primary business focus after the S-1 filing?

Amaze Holdings, Inc. (AMZE) operates in two segments: E-commerce/Subscriptions, which provides a creator-focused commerce platform, and Wine Products, which sells "Fresh Vine" wines priced between $15 and $25 per bottle. The acquisition of Amaze Software, Inc. on March 7, 2025, significantly bolstered its e-commerce capabilities.

How many shares are being offered for resale by selling stockholders in this AMZE S-1 filing?

The S-1 filing indicates that up to 4,990,844 shares of Amaze Holdings, Inc. common stock are being offered for resale by the named selling stockholders. This includes shares from converted preferred stock, exercised warrants, and convertible promissory notes.

Will Amaze Holdings, Inc. receive any proceeds from the sale of shares in this S-1 offering?

Amaze Holdings, Inc. will not receive any proceeds from the sale of common stock offered by the selling stockholders in this prospectus. However, the company will receive the net proceeds from any warrants that are exercised for cash.

What was the last reported stock price for Amaze Holdings, Inc. (AMZE) before this S-1 filing?

On September 9, 2025, the last reported sales price of Amaze Holdings, Inc. common stock on the NYSE American was $2.37 per share.

What was the key acquisition mentioned in Amaze Holdings, Inc.'s S-1 filing?

Amaze Holdings, Inc. completed the acquisition of Amaze Software, Inc. on March 7, 2025, pursuant to an Amended and Restated Agreement and Plan of Merger. This acquisition led to the issuance of 4,076,115 shares of common stock upon conversion of Series D preferred stock.

What are the implications of Amaze Holdings, Inc. being an 'emerging growth company'?

As an 'emerging growth company,' Amaze Holdings, Inc. is eligible for reduced reporting requirements, such as not needing to comply with Sarbanes-Oxley Act Section 404 auditor attestation, reduced executive compensation disclosures, and presenting only two years of audited financial statements. This status can last for up to five years or until certain revenue or market capitalization thresholds are met.

What is the exercise price for the Merger Warrants issued by Amaze Holdings, Inc.?

The Merger Warrants, issued as part of the Amaze Software, Inc. acquisition, allow for the purchase of an aggregate of 380,448 shares of Amaze Holdings, Inc. common stock at an exercise price of $18.40 per share.

What is the risk level associated with investing in Amaze Holdings, Inc. common stock, according to the S-1?

The S-1 explicitly states that "Investing in our common stock involves a high degree of risk." This is a direct quote from the 'Risk Factors' section of the prospectus, indicating significant uncertainties for potential investors.

When did Amaze Holdings, Inc. change its name from Fresh Vine Wine, Inc.?

Effective March 24, 2025, the company changed its name from Fresh Vine Wine, Inc. to Amaze Holdings, Inc., following the acquisition of Amaze Software, Inc. on March 7, 2025.

What was the aggregate principal amount of convertible promissory notes issued by Amaze Holdings, Inc. on August 11, 2025?

On August 11, 2025, Amaze Holdings, Inc. issued amended and restated convertible promissory notes in the aggregate principal amount of $1,200,000 to two selling stockholders.

Risk Factors

Industry Context

AMZE operates in two distinct and competitive sectors: e-commerce platforms for creators and the premium wine market. The creator economy is rapidly growing, with platforms like YouTube, TikTok, and OnlyFans enabling new monetization avenues, but competition for creator attention and tools is fierce. The premium wine market, particularly in California, is mature and subject to consumer trends, distribution challenges, and brand loyalty.

Regulatory Implications

As an emerging growth company and smaller reporting company, AMZE benefits from reduced SEC disclosure requirements. However, this also means less transparency for investors. The company must comply with general securities laws and regulations, particularly concerning the resale of shares and potential future offerings.

What Investors Should Do

  1. Assess Dilution Risk
  2. Scrutinize Segment Performance
  3. Monitor Creator Platform Adoption
  4. Evaluate Debt Structure
  5. Consider Lack of Company Proceeds

Key Dates

Glossary

Emerging Growth Company
A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. These companies are allowed to take advantage of certain scaled-back disclosure and regulatory requirements. (AMZE qualifies for this status, meaning it has fewer disclosure obligations in its SEC filings, potentially limiting investor information.)
Smaller Reporting Company
A non-accelerated filer that is also an emerging growth company or has a public float of less than $250 million. They have reduced reporting and compliance requirements. (AMZE's status as a smaller reporting company further reduces its disclosure burden, impacting the depth of information available to investors.)
Resale Prospectus
A prospectus filed by a company when existing shareholders (selling stockholders) wish to sell their shares to the public. The company itself does not receive proceeds from these sales. (This S-1 filing is primarily a resale prospectus, indicating that the company will not benefit financially from the sale of the 4,990,844 shares offered.)
Convertible Promissory Note
A debt instrument that can be converted into equity (shares of common stock) at a predetermined price or ratio. It carries interest and a maturity date. (AMZE has issued several convertible notes, which represent debt that could convert into a significant number of shares, leading to dilution.)
Warrants
Securities that give the holder the right, but not the obligation, to purchase a company's stock at a specified price (exercise price) within a certain timeframe. (Warrants are outstanding for AMZE, representing potential future share issuances and dilution, and can provide cash to the company if exercised.)
Original Issue Discount (OID) Notes
Debt instruments sold at a discount to their face value, with the difference representing interest. They are typically used when a company has difficulty raising capital through traditional means. (AMZE issued $1,650,000 in secured OID notes, indicating a potentially higher cost of debt or difficulty in securing traditional financing.)
Direct-to-Consumer (DTC)
A sales strategy where a company sells its products directly to end customers, bypassing intermediaries like wholesalers or retailers. (AMZE utilizes DTC channels for its Wine Products segment, allowing for potentially higher margins but requiring investment in sales and distribution infrastructure.)
Merger Warrants
Warrants issued as part of a merger or acquisition agreement, often to compensate parties involved in the transaction. (These warrants are tied to the acquisition of Amaze Software, Inc. and represent a potential future dilution of shares.)

Year-Over-Year Comparison

This S-1 filing represents a significant update following the March 7, 2025, acquisition of Amaze Software, Inc., which has pivoted the company's strategy towards a creator-focused e-commerce platform. Previous filings would likely reflect a different business focus, potentially more concentrated on the wine segment. The current filing details substantial debt issuances in 2024 and 2025, including convertible notes and OID notes, indicating increased financial leverage and potential dilution compared to prior periods. The primary purpose of this filing is the resale of shares, not capital raising for the company, which is a key distinction from typical IPO or follow-on offerings.

Filing Stats: 4,423 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2025-09-10 17:17:12

Key Financial Figures

Filing Documents

RISK FACTORS

RISK FACTORS 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 5

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 23 SELLING STOCKHOLDERS 28 PLAN OF DISTRIBUTION 31 LEGAL MATTERS 34 EXPERTS 35 WHERE YOU CAN FIND ADDITIONAL INFORMATION 36 INFORMATION INCORPORATED BY REFERENCE 37 i ABOUT THIS PROSPECTUS Neither we nor the selling stockholders have authorized anyone to provide you with any information other than that contained in, or incorporated by reference into, this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of our common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find Additional Information.” This prospectus includes market data and industry forecasts that are based on independent third-party sources, including industry publications, reports by market research firms, and surveys, as well as other information based on management’s estimates and calculations. While we believe the industry and market data included in this prospectus are reliable and are based on reasonab

Use of proceeds

Use of proceeds NYSE American symbol

Risk factors

Risk factors 4,990,844 shares (including 411,254 shares that are issuable upon conversion of the 2025 Notes and 2024 Notes and 491,698 shares that are issuable upon the exercise of the Merger Warrants, August 2025 Warrant, June 2025 Warrants, and 2024 Warrants). We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus. We will, however, receive the net proceeds of any warrants exercised for cash. AMZE. See “Risk Factors” on page 4 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion of factors you should consider before deciding to invest in shares of our common stock. 3

RISK FACTORS

RISK FACTORS Investing in our common stock involves a high degree of risk. Prior to deciding whether to invest in our securities, you should carefully consider the risk factors set forth in our filings with the SEC that are incorporated by reference herein, as well as other information we include or incorporate by reference into this prospectus. If any of these risks or uncertainties actually occur, our business, financial condition, results of operations or cash flow could be materially and adversely affected. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially adversely affect our business, financial condition, results of operations, liquidity and cash flows. 4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the documents that we incorporate by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including among others, statements regarding our expectations regarding revenues, expenses and needs for additional capital, our market opportunity and anticipated trends in our business and the markets in which we operate, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project,” “may,” “can,” “will,” “would,” “could,” “should,” “plan,” “p

Forward-looking statements involve known

Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by our forward-looking statements include, but are not limited to, the risks and uncertainties described in the documents incorporated herein by reference, including our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, as applicable, and the other documents we file with the SEC that are deemed incorporated by reference into this prospectus. These forward-looking statements are based on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Th

USE OF PROCEEDS

USE OF PROCEEDS All the shares of our common stock to be sold pursuant to this prospectus will be sold by the selling stockholders. We will not receive any of the proceeds from such sales. We will, however, receive the net proceeds of any warrants exercised for cash. The selling stockholders will bear all fees, commissions and discounts, if any, attributable to the sales of shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with the registration of shares of our common stock to be sold by the selling stockholders pursuant to this prospectus. 6

BUSINESS

BUSINESS Overview On March 7, 2025, we completed the acquisition of Amaze Software, Inc. and its subsidiaries (“Amaze Software”). This marks a significant corporate transition and strategic pivot toward a platform-based digital commerce business focused on enabling creators and brands to monetize through direct audience engagement. We operate in two segments: E-commerce/Subscriptions and Wine Products. E-commerce/Subscriptions . The E-Commerce/Subscriptions segment operates a creator-focused, end-to-end commerce platform designed to streamline product sales, subscription offerings, and digital content delivery. Our tools support a diverse range of creators—from independent digital entrepreneurs to small businesses—by integrating storefront customization, payment processing, merchandising, and performance analytics. Wine Products . We are a premier producer of low carb, low calorie, premium wines in the United States. We currently sell seven proprietary varietals: Cabernet Sauvignon, Pinot Noir, Chardonnay, Sauvignon Blanc, Rosé, Sparkling Rosé, and a limited Reserve Napa Cabernet Sauvignon. All varietals are produced and bottled in Napa, California. Our wines are distributed across the United States and Puerto Rico through wholesale and direct-to-consumer (DTC) channels. Amaze E-Commerce Business Amaze is an innovative software company dedicated to empowering creators by providing comprehensive software solutions and services that facilitate e-commerce, social commerce, and integrated commerce selling experiences.   Amaze’s software solutions can be accessed through our website at www.amaze.co and are seamlessly integrated with popular platforms such as YouTube, TikTok Shops, Twitch, Discord, OnlyFans, Linktree, and Beacons.io. These integrations enable users to activate their selling capabilities directly within their preferred social media environments, creating dynamic and engaging selling experiences

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