Amaze Holdings Files S-1 for Resale of 5.5M Shares by Noteholders

TL;DR

**AMZE's S-1 for 5.5 million share resale by noteholders is a red flag for dilution, signaling potential downward pressure on the stock price without new capital for the company.**

AI Summary

AMAZE HOLDINGS, INC. (AMZE) filed an S-1 on October 1, 2025, for the resale of up to 5,524,316 shares of common stock by selling stockholders. These shares are issuable upon the conversion of senior secured original issue discount convertible promissory notes totaling $4,143,234.25 in principal amount. The company will not receive any proceeds from these sales. AMZE's business is now organized into two segments: E-commerce/Subscriptions and Wine Products, following the acquisition of Amaze Software, Inc. on March 7, 2025. The E-commerce/Subscriptions segment focuses on a creator-focused platform for product sales and digital content, operating on an asset-light model. The Wine Products segment continues to sell "Fresh Vine" wines, priced between $15 and $25 per bottle, across the U.S. and Puerto Rico. The company exchanged $3,043,234 in existing notes plus accrued interest and received $1,000,000 in cash as part of the September 11, 2025, Convertible Note transaction.

Why It Matters

This S-1 filing signals a significant potential dilution for existing shareholders of Amaze Holdings, Inc. (AMZE) as up to 5,524,316 shares could enter the market from selling stockholders, without the company receiving any capital. For investors, this means increased supply of shares, which could pressure the stock price, currently at $2.37 per share as of September 30, 2025. The strategic pivot towards an E-commerce/Subscriptions platform, following the March 7, 2025, acquisition of Amaze Software, Inc., positions AMZE in a competitive creator economy market, contrasting with its legacy wine business. Employees and customers of the new E-commerce segment will be watching for growth and stability, while the broader market will assess if AMZE can successfully integrate and scale its new digital commerce offerings against established players.

Risk Assessment

Risk Level: high — The risk level is high due to the potential for significant dilution from the resale of 5,524,316 shares of common stock by selling stockholders, representing 200% of the shares issuable upon conversion of the Convertible Notes based on a $1.50 floor price. The company explicitly states it will not receive any proceeds from these sales, meaning no new capital infusion to support its operations or strategic pivot, despite the $1,000,000 cash received in the Convertible Note transaction being used to exchange existing debt.

Analyst Insight

Investors should exercise caution and carefully evaluate the potential impact of significant share dilution on AMZE's stock price. Consider waiting for the market to absorb these potential sales and for the company to demonstrate tangible progress and financial results from its new E-commerce/Subscriptions segment before making an investment decision.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

$4,143,234.25

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• 5,524,316 — Shares of Common Stock (Maximum shares offered for resale by selling stockholders, representing potential dilution.)
• $4,143,234.25 — Principal Amount of Convertible Notes (Aggregate principal amount of notes convertible into shares for resale.)
• $2.37 — Last Reported Sales Price (Price per share of AMZE common stock on NYSE American as of September 30, 2025.)
• $1.50 — Floor Price per Share (Used to calculate the number of shares issuable upon conversion of Convertible Notes.)
• $1,000,000 — Cash Received by Company (Part of the September 11, 2025, Convertible Note transaction, alongside debt exchange.)
• $3,043,234 — Existing Debt Exchanged (Aggregate outstanding principal amount of existing notes exchanged in the September 11, 2025, transaction.)
• March 7, 2025 — Acquisition Date (Date Amaze Software, Inc. was acquired, marking a strategic pivot.)
• September 11, 2025 — Convertible Note Agreement Date (Date of the securities purchase agreement for the Convertible Notes.)
• 19.9% — Maximum Outstanding Common Stock Issuance (Limit on share issuance without stockholder approval, calculated as of September 11, 2025.)

Key Players & Entities

• AMAZE HOLDINGS, INC. (company) — Registrant and issuer of common stock
• Amaze Software, Inc. (company) — Acquired subsidiary, driving strategic pivot
• Aaron Day (person) — Chief Executive Officer of Amaze Holdings, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• NYSE American (company) — Stock exchange where AMZE common stock is listed
• Maslon LLP (company) — Legal counsel for the registrant
• Mercer Oak, LLC (company) — Legal counsel for the registrant
• Fresh Vine Wine, Inc. (company) — Former name of Amaze Holdings, Inc.
• Fresh Grapes, LLC (company) — Original name of the company

FAQ

Risk Factors

• Dilution from Convertible Note Resale [high — financial]: The resale of up to 5,524,316 shares of common stock issuable upon conversion of convertible notes could adversely affect the market price. The number of shares represents 200% of those issuable based on a floor price of $1.50, but issuance is capped at 19.9% of outstanding stock without stockholder approval.
• No Proceeds to Company from Resale [medium — financial]: AMZE will not receive any proceeds from the sale of the 5,524,316 shares of common stock by selling stockholders. The conversion of notes will reduce cash obligations, but no new capital will be raised through this offering.
• Adverse Market Price Impact [high — market]: The sale of a substantial amount of common stock by selling stockholders, or the perception of such sales, could adversely affect the market price of AMZE's common stock. The timing and extent of these sales are unpredictable.
• Integration of Acquired Business [medium — operational]: The company completed the acquisition of Amaze Software, Inc. on March 7, 2025, marking a strategic pivot. Successful integration and realization of synergies from this acquisition are critical for future performance.
• Reliance on Convertible Notes [high — financial]: The company has outstanding senior secured original issue discount convertible promissory notes totaling $4,143,234.25 in principal amount. The terms and potential conversion of these notes represent a significant financial obligation.

Industry Context

AMZE operates in two distinct industries: e-commerce software and premium wine. The e-commerce segment targets the growing creator economy, providing tools for monetization through platforms like YouTube and TikTok. The wine segment competes in the premium beverage market, focusing on low-carb, low-calorie varietals. The company's strategic pivot via acquisition suggests a focus on leveraging technology to enhance creator commerce.

Regulatory Implications

The S-1 filing itself is a significant regulatory event, registering shares for resale. Companies must comply with SEC disclosure requirements. The potential for significant share dilution from convertible note conversions could trigger scrutiny regarding market impact and investor protection. Compliance with stock exchange rules regarding share issuance limits (e.g., the 19.9% threshold) is also critical.

What Investors Should Do

1. Monitor share price closely following the S-1 filing.
2. Evaluate the performance of the newly acquired E-commerce/Subscriptions segment.
3. Assess the financial health and debt obligations, particularly the convertible notes.
4. Consider the dual-segment business model's complexity.

Key Dates

• 2025-03-07: Acquisition of Amaze Software, Inc. — Marks a significant corporate transition and strategic pivot towards a platform-based digital commerce business.
• 2025-09-11: Convertible Note Agreement Date — Date of the securities purchase agreement for the Convertible Notes, involving debt exchange and cash.
• 2025-10-01: S-1 Filing Date — Filing for the resale of up to 5,524,316 shares of common stock by selling stockholders.

Glossary

S-1 Filing

A registration statement filed with the SEC by companies planning to offer securities to the public. It contains detailed information about the company's business, financial condition, and the securities being offered. (This filing details the proposed resale of shares by existing stockholders and provides information about AMZE's business and financial situation.)

Selling Stockholders

Existing shareholders who are offering their shares for resale to the public, as opposed to the company itself selling new shares. (In this case, the selling stockholders are holders of convertible notes who will sell the shares received upon conversion. AMZE receives no proceeds from these sales.)

Convertible Promissory Notes

Debt instruments that can be converted into a predetermined amount of the issuer's equity (common stock). (These notes are the source of the shares being registered for resale. Their conversion terms and principal amount are key to understanding the potential dilution.)

Floor Price

The minimum price at which a convertible security can be converted into shares. It's used to calculate the maximum number of shares issuable. (A floor price of $1.50 per share is used to determine the number of shares issuable upon conversion of the convertible notes.)

Asset-light Model

A business model that requires minimal fixed assets, often relying on outsourcing or technology to operate. (The E-commerce/Subscriptions segment operates on an asset-light model, leveraging global supply chain integrations and avoiding inventory carrying costs.)

DTC (Direct-to-Consumer)

A sales channel where a company sells its products directly to end customers, bypassing intermediaries like retailers or wholesalers. (The Wine Products segment utilizes DTC channels for distribution across the U.S. and Puerto Rico.)

Year-Over-Year Comparison

This S-1 filing represents a significant shift from previous filings, primarily due to the acquisition of Amaze Software, Inc. on March 7, 2025, which has led to the establishment of the E-commerce/Subscriptions segment. While specific comparative financial metrics like revenue growth, margin changes, or net income are not detailed in this excerpt, the filing highlights a strategic pivot and the introduction of new business lines. The primary focus of this filing is the resale of shares by selling stockholders, stemming from convertible notes, which introduces potential dilution not necessarily present in prior periods.

Key Financial Figures

• $4,143,234 — in the outstanding principal amount of $4,143,234.25, which Convertible Notes were issued
• $2.37 — r common stock on the NYSE American was $2.37 per share. Investing in our common sto
• $15 — arkets and sell at a list price between $15 and $25 per bottle. September 2025 Con
• $25 — nd sell at a list price between $15 and $25 per bottle. September 2025 Convertible
• $3,043,234 — s”) in exchange for approximately $3,043,234 of aggregate outstanding principal amou
• $1,000,000 — l issue discount notes held by them and $1,000,000 in cash to the Company. In addition, we
• $1.235 billion — ing growth company if we have more than $1.235 billion in annual gross revenues as of the end
• $700.0 million — d of our fiscal year, we have more than $700.0 million in market value of our common stock hel
• $1.0 billion — nd fiscal quarter or we issue more than $1.0 billion of non-convertible debt over a three-ye
• $250 million — on stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our ann
• $100 million — e 30, or (2) our annual revenue exceeds $100 million during such completed fiscal year and t
• $700 million — on stock held by non-affiliates exceeds $700 million as of the prior June 30. Company Infor
• $1.50 — rtible Notes, based on a floor price of $1.50 per share. In no case will we issue in
• $65 million — e, significant investments of more than $65 million were dedicated to developing proprietar

Filing Documents

• amze1001forms1.htm (S-1) — 375KB
• amze1001forms1exh5_1.htm (EX-5.1) — 6KB
• amze1001forms1exh23_1.htm (EX-23.1) — 2KB
• amze1001forms1exh23_2.htm (EX-23.2) — 2KB
• amze1001forms1exh107.htm (EX-FILING FEES) — 25KB
• image_001.jpg (GRAPHIC) — 5KB
• ml_logo.jpg (GRAPHIC) — 7KB
• 0001554795-25-000222.txt ( ) — 543KB
• amze1001forms1exh107_htm.xml (XML) — 4KB

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 30 LEGAL MATTERS 32 EXPERTS 33 WHERE YOU CAN FIND ADDITIONAL INFORMATION 34 INFORMATION INCORPORATED BY REFERENCE 35 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 reasonable assu

Use of proceeds

Use of proceeds NYSE American symbol

Risk factors

Risk factors Up to 5,524,316 shares issuable upon conversion of the Convertible Notes. While any shares of our common stock issued upon conversion of the Convertible Notes will reduce the amount of cash that we would otherwise have been required to pay to satisfy our obligations under the Convertible Notes, we will not receive any proceeds from the sale of the shares of common stock covered by this prospectus. 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. The number of shares of common stock offered by the selling stockholders pursuant to this prospectus represents 200% of the total number of shares issuable upon conversion of the Convertible Notes, based on a floor price of $1.50 per share. In no case will we issue in excess of 19.9% of our outstanding common stock, calculated as of September 11, 2025, without first receiving stockholder approval in accordance with applicable stock exchange rules. 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 below and those 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. The sale of a substantial amount of our common stock, including resale of the shares of common stock by the selling stockholders in the public market, could adversely affect the market price of our common stock. We are registering for resale 5,524,316 shares of our common stock issuable upon conversion of the Convertible Notes held by the selling stockholders. Sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our common stock. We cannot predict if and when the selling stockholders may sell such shares in the public market. 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 futur

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. While any shares of our common stock issued upon conversion of the Convertible Notes will reduce the amount of cash that we would otherwise have been required to pay to satisfy our obligations under the Convertible Notes, we will not receive any of the proceeds from such sales. 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

View Full Filing

View this S-1 filing on SEC EDGAR