S-1/A: Amaze Holdings Amends Equity Line, Faces Dilution Risks

Amaze Holdings, Inc. filed an S-1/A to register up to 50 million shares for resale by a selling stockholder, potentially raising $25 million through an equity line of credit while facing significant dilution and ongoing losses.

Summary

• Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) filed an S-1/A to register up to 50,000,000 shares of common stock for resale by C/M Capital Master Fund, LP.
• The company may receive up to $25 million in aggregate gross proceeds from the equity line of credit, a reduction from the original $35 million, and has already received $9,442,813 in 2025.
• Amaze Holdings operates in two segments: E-commerce/Subscriptions, which focuses on a creator-powered commerce platform, and Wine Products, which sells Fresh Vine wines.
• The company completed the acquisition of Amaze Software, Inc. on March 7, 2025, marking a strategic pivot to digital commerce, and acquired Food Channel on November 7, 2025, for $650,000 via a convertible promissory note.
• A net loss of approximately $12.3 million was reported for the nine months ended September 30, 2025, a significant increase from $2.4 million for the same period in 2024.
• Revenues for the nine months ended September 30, 2025, were approximately $2.18 million, an 817% increase from $0.24 million in 2024, primarily due to the Amaze Software acquisition.
• Gross income for the nine months ended September 30, 2025, was approximately $1.96 million, compared to a gross loss of $2,278 in 2024.
• Selling, General, and Administrative (SG&A) expenses increased to approximately $11.5 million for the nine months ended September 30, 2025, from $2.4 million in 2024.
• A working capital deficit of approximately $26.0 million was reported as of September 30, 2025.
• The company has a history of losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern.
• Legal judgments include a $585,976.25 (plus $21,644) award to a former COO, which has been paid, and a $1,311,986 award in a lease dispute, which the company intends to appeal.
• Material weaknesses in internal control over financial reporting have been identified since at least 2021 and continued as of September 30, 2025.
• The common stock is listed on the NYSE American under the symbol AMZE, with a last reported sales price of $0.362 per share on February 23, 2026.
• A 1-for-23 reverse stock split was effected on June 12, 2025.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as highly negative due to significant and increasing net losses, negative cash flow, a substantial working capital deficit, explicit 'going concern' doubt, and ongoing material weaknesses in internal controls, despite revenue growth from acquisitions.

Positives

• Significant revenue growth of 817% for the nine months ended September 30, 2025, primarily driven by the Amaze Software acquisition.
• Improved gross income profile, with a gross income of $1.96 million for the nine months ended September 30, 2025, compared to a gross loss in the prior year, attributed to the operating leverage of the Amaze platform.
• Strategic pivot towards the high-growth creator-focused digital commerce business, which is projected to expand significantly.
• The e-commerce segment operates on an asset-light model, leveraging third-party resources and a geographically diverse global supply chain, mitigating inventory and production risks.
• Strong brand recognition and affinity are cultivated through millions of creators on the platform, who organically promote Amaze.
• Proprietary technology stack utilizing Ruby on Rails, TypeScript, JavaScript, and Node.js provides a robust, flexible, and scalable foundation for software development.
• Acquisition of Food Channel is expected to accelerate creator onboarding, branded content development, and commerce-driven monetization opportunities.
• Stockholder approval was obtained on June 12, 2025, to issue shares to the Selling Stockholder in excess of the NYSE American Exchange Cap, providing flexibility for capital raises.

Negatives

• The company has a history of significant net losses, including $12.3 million for the nine months ended September 30, 2025, and anticipates continued losses for the foreseeable future.
• Negative cash flows from operating activities amounted to approximately $9.8 million for the nine months ended September 30, 2025.
• A substantial working capital deficit of approximately $26.0 million as of September 30, 2025, indicates severe liquidity challenges.
• There is substantial doubt about the company's ability to continue as a going concern.
• Substantial indebtedness of approximately $6.3 million as of February 6, 2026, could adversely affect financial condition and limit future capital raising ability.
• The company faces significant legal judgments, including a $1,311,986 award in a lease dispute that it intends to appeal, and a previously paid $585,976.25 judgment.
• Material weaknesses in internal control over financial reporting have been identified since at least 2021 and persist as of September 30, 2025, impacting financial reporting reliability.
• The equity line of credit with the Selling Stockholder poses a risk of substantial dilution to existing stockholders, as shares may be sold at a discount to market price.
• The wine business generated less than 10% of total revenues for the nine months ended September 30, 2025, indicating a diminished role in the company's overall strategy.
• Increased costs are associated with operating as a public company, diverting management's attention and increasing expenses.
• The company does not intend to pay cash dividends in the foreseeable future, limiting returns for stockholders to stock appreciation.

Risks

• We have a history of losses from operations and there are no assurances we will report profitable operations in future periods or continue as a going concern.
• We will require additional capital to fund our operations and growth, and we may be unable to obtain financing on acceptable terms or at all.
• Substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness.
• We face intense competition and may not be able to compete effectively.
• Our revenue growth rate and financial performance have fluctuated, which makes it difficult to predict the future success of our business operations.
• Our future success depends on the continuing efforts of our management and key employees, and on our ability to attract and retain highly skilled personnel and senior management.
• Our business is subject to many U.S. and international laws and regulations, and increased regulation could adversely affect our business and results of operations.
• We operate in a highly competitive market with an increasing number of products and market participants that could materially and adversely affect our business, results of operations and financial results.
• We may be subject to litigation which could result in significant costs and liabilities and have a material adverse effect on our business operations.
• It is not possible to predict the actual number of shares of our common stock, if any, we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales or the dilution to our stockholders from those sales.
• We may not have access to the full amount available under the Purchase Agreement, which, in the absence of any other financing sources, could have a material adverse effect on our business, results of operations and liquidity.
• The Selling Stockholder will pay less than the then-prevailing market price for our common stock, which could cause the price of our common stock to decline.
• Investors who buy shares of common stock from the Selling Stockholder at different times will likely pay different prices and may experience different levels of dilution and in some cases substantial dilution.
• The sale of a substantial number of shares of common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our shares.
• We may use proceeds from sales of our common stock made pursuant to the Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.
• We have a limited operating history for the combined business, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investment.
• Our history of operating losses and negative cash flows from operations raises substantial doubt about our ability to continue as a going concern.
• If we are unable to raise additional capital when needed or on acceptable terms, then we may be forced to delay, reduce or eliminate our development and expansion efforts.
• We may incur debt or issue equity securities ranking senior to our common stock, which will generally have priority upon liquidation and may restrict operating flexibility.
• We rely on the experience and expertise of our senior management team, key technical employees and other highly skilled personnel, and the failure to retain, motivate or integrate any of these individuals could have an adverse effect on our business.
• We may experience operational and financial risks in connection with acquisitions, including integration challenges, diversion of management's attention, and potential loss of key personnel or customers.
• Goodwill impairment charges could negatively impact our net income and stockholders' equity, given over $97 million of goodwill on our balance sheet as of September 30, 2025.
• Because less than 10% of our revenues now come from wine sales, investors should not place too much emphasis upon this business.
• If we fail to comply with United States and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition.
• Any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities or disruptions could result in significant costs, reputational damage and limits on our ability to conduct our business activities.
• Our business could be adversely affected by economic downturns, inflation, natural disasters, public health crises, political crises, geopolitical events, or other macroeconomic conditions.
• We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
• The issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plan or otherwise will dilute all other stockholders.
• Our failure to maintain continued compliance with the listing requirements of the NYSE American could result in the delisting of our common stock.
• The price of our common stock has been and may in the future be volatile or may decline regardless of our operating performance, and you could lose all or part of your investment.
• An active trading market for our common stock may not be sustained.
• Our management team has limited experience managing a public company.
• We have identified material weaknesses in our internal control over financial reporting, which, if not remediated, may adversely affect investor confidence and the value of our common stock.
• The reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
• We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.

Future Outlook

The company expects to incur continued losses for the foreseeable future as it invests in the development of its marketplaces, increases marketing efforts, and expands operations. It anticipates net revenue peaking during the fourth quarter due to increased consumer demand around major holidays. The company plans to seek stockholder approval later in 2026 to increase its authorized capital to issue more than 50 million shares. Management intends to continuously evolve and refine products, expand distribution, pursue international wine distribution, embrace disruptive technologies, strengthen supply chain relationships, and add new wine varietals to its portfolio.

Management Comments

• We expect our expenses to increase in connection with our ongoing activities, particularly as we aim to invest in the development of our marketplaces, increase our marketing efforts and expand our operations.
• If we fail to increase our revenue to offset the increases in our operating expenses, we may not achieve or sustain profitability in the future.
• We will need to generate substantial additional revenue to achieve and then sustain profitability, and even if we achieve profitability, we cannot be sure that we will remain profitable for any period of time.
• Our future viability as an ongoing business is dependent on our ability to generate cash from our operating activities or to raise additional capital to finance our operations.
• Management believes the acquisition strengthens the Companys long-term growth strategy by enhancing brand reach, content capabilities, and engagement across the Amaze platform.
• We intend to continuously evolve and refine our products to meet our consumers specific needs and wants, adapting our offering to maximize value for our consumers and stakeholders.
• We expect to continue to bring on in-country supply from hundreds of new suppliers to lower shipping costs, delivery times and address local culture and trending needs.
• We currently intend to retain all available funds and any future earnings to fund the growth and development of our business. We do not intend to pay cash dividends to our stockholders in the foreseeable future.

Industry Context

StockSavvy.ai notes that Amaze Holdings is strategically pivoting into the rapidly expanding creator economy, projected to grow from an estimated $450 billion global market in 2025 to a multi-trillion dollar market by 2027. This move positions the company to compete with established e-commerce giants like Amazon and eBay, as well as social media platforms like YouTube and TikTok, which are increasingly integrating commerce. The company's asset-light model and global supply chain integrations are aligned with the growing demand for local, just-in-time manufacturing solutions. Its primary rival in the Studio and Spring segments is Shopify, which has over one million seller stores and substantial global scale. In the Teespring Marketplace, competitors include Etsy, Redbubble, Zazzle, Spreadshirt, and Teepublic, indicating a fragmented but growing market. The company's focus on creator acquisition and retention through integrated social media selling experiences is a key strategy in this dynamic environment.

Comparison to Industry Standards

• Amaze's e-commerce platform competes with Shopify, which boasts over one million seller stores and substantial global scale. Amaze differentiates by managing all backend operations for creators, contrasting with Shopify's app store model that requires creators to engage with multiple third-party companies.
• In the Teespring Marketplace, Amaze competes with established players like Etsy, Redbubble, Zazzle, Spreadshirt, and Teepublic, indicating a fragmented but growing market for custom merchandise and creator goods.
• The creator economy, in which Amaze operates, is projected to expand from an estimated $450 billion global market in 2025 to a multi-trillion dollar market by 2027, based on reports from Goldman Sachs and eMarketer, positioning Amaze in a high-growth industry.
• Amaze's wine segment, with core offerings priced between $15 and $25 per bottle, targets the 'affordable luxury' and 'better-for-you' segments, a niche within the broader competitive wine industry that features over 400,000 wine choices.

Management Changes

Corporate Governance

Legal Proceedings

• Timothy Michaels v. Fresh Vine Wine, Inc.: A lawsuit by a former COO alleging breach of a separation agreement. A jury awarded $585,976.25 in damages on January 25, 2024. The court of appeals affirmed the judgment in February 2025, awarding an additional $21,644. The supreme court denied the company's petition for review on May 13, 2025. The company has paid this judgment in full.
• G&I IX Aviation LLC v. Teespring, Inc. et al.: Amaze Holding Company LLC (a subsidiary) is a defendant in a lease dispute. On February 13, 2026, the court granted summary judgment to the plaintiff, awarding liquidated damages of $1,311,986, plus court costs and reasonable attorney fees, to be paid jointly and severally by Teespring Inc. and Amaze Holding Company, LLC. The company believes it has meritorious grounds for, and intends to, appeal.
• Dubow Decorating, Inc. v. Amaze Software, Inc.: Dubow Decorating, Inc. sued Amaze Software, Inc. for $394,000 for unpaid printing services. Amaze asserted defenses and counterclaims. The litigation was settled on November 5, 2025, with $185,000 accrued in accounts payable as of September 30, 2025.
• DinoCloud, Inc. v. Amaze Software, Inc.: DinoCloud, Inc. sued Amaze Software, Inc. for breach of contract, detrimental reliance, and unjust enrichment, claiming $202,000 in damages. The company filed its answer and affirmative defenses on July 17, 2025, and the parties have started discovery.

Related Party Transactions

• One of the investors in the $1.2 million aggregate principal amount of subordinated secured promissory notes, issued between May 14 and June 10, 2025, is an affiliate of David Yacullo, a director of the Company.
• The company has entered into customary indemnification agreements with each of its current and former officers and directors.

Stakeholder Impact

• Shareholders face significant dilution risk from the equity line of credit and potential future capital raises, as well as the risk of stock price decline due to sales by the Selling Stockholder at a discount. The company's ongoing losses and 'going concern' doubt pose substantial investment risk, and no dividends are expected.
• Employees are impacted by management changes, including a new CEO and CFO, and operate within a global workforce with remote and hybrid flexibility. The company emphasizes culture, employee development, and mandatory annual training.
• Customers, particularly creators, benefit from the asset-light e-commerce platform, global supply chain, and integrated social media selling experiences, along with increased exposure through the Teespring Marketplace.
• Creditors face heightened risk due to the company's substantial indebtedness, significant working capital deficit, and ongoing losses, which raise concerns about its ability to meet existing obligations. Legal judgments further add to liabilities.

Next Steps

• Seek stockholder approval later in 2026 to increase authorized capital to issue more than 50 million shares.
• Continuously evolve and refine products to meet consumer needs and wants.
• Expand distribution and accelerate in-country supply from new suppliers globally to lower shipping costs and delivery times.
• Pursue distribution of wines internationally.
• Embrace disruptive technologies and customer trends, and explore and expand partnerships with organizations investing in customer-centric technologies.
• Expand and strengthen key supply chain relationships, including with current and future juice suppliers, bottlers, materials suppliers, and dry goods suppliers.
• Continue to add to the Fresh Vine Wine product portfolio by developing new varietals that fit within the better-for-you category.
• Continue to invest in packaging innovation, including active lifestyle packaging alternatives.
• Explore new opportunities for creators to sell in brick-and-mortar retail venues, at live events, and in additional locations worldwide.
• Remediate material weaknesses in internal control over financial reporting in 2026, subject to available capital.
• Appeal the legal judgment in the G&I IX Aviation LLC v. Teespring, Inc. et al. case.
• Continue discovery in the DinoCloud, Inc. v. Amaze Software, Inc. lawsuit.

Key Dates

Recommendation

The company faces severe financial distress, evidenced by substantial and increasing net losses, negative cash flow, a significant working capital deficit, and an explicit 'going concern' warning. While revenue growth from recent acquisitions is noted, it has not translated into profitability. The ongoing material weaknesses in internal controls, significant legal liabilities, and the potential for substantial shareholder dilution from the equity line of credit further compound the risks. The stock price is already very low, and the fundamental issues suggest continued downward pressure and a high risk of capital loss for investors.

Keywords

Amaze Holdings, AMZE, SEC Filing, S-1/A, Equity Line of Credit, Dilution, E-commerce, Creator Economy, Wine Products, Financial Losses, Going Concern, Corporate Governance, Risk Factors, NYSE American, Stock Split, Acquisition, Food Channel, Cybersecurity, Data Privacy, Internal Controls, Capital Raise