8-K: Amaze Holdings Amends Parler Securities Deal

Amaze Holdings, Inc. revised its securities purchase agreement with Parler Cloud Technologies, LLC, reducing the total consideration to $4 million and incorporating a mix of cash and Parler Series A Preferred Stock.

Summary

• Amaze Holdings, Inc. (the Company) and Parler Cloud Technologies, LLC (Parler) entered into an Amended and Restated Securities Purchase Agreement on October 23, 2025, revising an original agreement from August 7, 2025.
• Under the original agreement, Parler was to purchase 1,000,000 shares of common stock at $6.00 per share and a 3-year warrant for 1,000,000 shares at an exercise price of $7.50 per share, for an aggregate cash purchase price of $6,000,000.
• The amended agreement maintains the purchase of 1,000,000 shares of common stock and 1,000,000 warrants, but the aggregate purchase price is now $4,000,000.
• The $4,000,000 purchase price will be paid in three tranches:
• Tranche 1: $2,000,000 in Parler's Series A Preferred Stock (400 shares priced at $5,000 per share) for 500,000 Company shares and 500,000 warrants.
• Tranche 2: $1,000,000 in cash for 250,000 Company shares and 250,000 warrants.
• Tranche 3: $1,000,000 in cash for 250,000 Company shares and 250,000 warrants.
• The Company has the option to receive shares of Parler's Series A Preferred Stock instead of cash for Tranche 2 and Tranche 3.
• Closing for Tranche 1 and Tranche 2 is scheduled on or before November 30, 2025, and for Tranche 3 on or before December 31, 2025.
• The securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D.

Sentiment

Score: 3

Explanation: The revised agreement significantly reduces the total consideration Amaze Holdings will receive for the same number of shares and warrants, from $6 million to $4 million. Furthermore, a substantial portion of the payment is now in Parler's private Series A Preferred Stock, introducing liquidity and valuation risks compared to the original all-cash deal. While securing funding is positive, the terms are less favorable.

Positives

• Secures $4,000,000 in funding for Amaze Holdings, partially in cash and partially in Parler Series A Preferred Stock.
• Maintains the strategic partnership and investment from Parler Cloud Technologies, LLC.
• The option to receive Parler Series A Preferred Stock for Tranches 2 and 3 provides Amaze Holdings with flexibility in its investment portfolio.

Negatives

• The aggregate purchase price for the same number of shares and warrants was reduced from $6,000,000 to $4,000,000, representing a $2,000,000 decrease in consideration.
• A significant portion ($2,000,000, potentially up to $4,000,000) of the consideration is now in Parler Series A Preferred Stock, rather than all cash as originally planned, introducing liquidity and valuation risks related to Parler's private stock.
• The implied per-share price for the common stock portion of the deal is lower than the original $6.00 per share.

Risks

• Valuation and Liquidity Risk of Parler Series A Preferred Stock: Amaze Holdings is receiving Parler Series A Preferred Stock, which is not publicly traded, introducing risks related to its valuation and future liquidity.
• Dependence on Parler's Financial Health: The value and potential for future monetization of the Parler Series A Preferred Stock are dependent on Parler's financial performance and future prospects.
• Market Price Impact: The reduction in the total consideration and the shift from an all-cash deal to a mix of cash and private stock could be perceived negatively by the market, potentially impacting Amaze Holdings' share price.
• Registration Statement Effectiveness: Amaze Holdings covenants to file a registration statement for resale of the Registrable Securities, but there is no guarantee of its timely effectiveness or favorable market conditions for resale once effective.

Future Outlook

Amaze Holdings plans to file a registration statement within sixty (60) days after the last closing date (December 31, 2025) to permit the resale of all Registrable Securities (common stock and warrant shares) by Parler Cloud Technologies, LLC under Rule 415 of the Securities Act.

Management Comments

• Aaron Day, Chief Executive Officer of Amaze Holdings, Inc., signed the report on behalf of the registrant.
• Yasser Elgebaly, Chief Executive Officer of Parler Technologies, Inc., signed the Amended and Restated Securities Purchase Agreement on behalf of the purchaser.

Industry Context

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Stakeholder Impact

• Shareholders: Potential dilution from the issuance of shares and warrants. The reduced consideration and shift to private stock could negatively impact investor sentiment and share price due to less favorable financing terms.
• Company (Amaze Holdings): Secures capital, but at less favorable terms than initially agreed, impacting its balance sheet and potentially its strategic flexibility due to the nature of the consideration received.

Next Steps

• Closing of Tranche 1 and Tranche 2 of the amended securities purchase agreement on or before November 30, 2025.
• Closing of Tranche 3 of the amended securities purchase agreement on or before December 31, 2025.
• Amaze Holdings to prepare and file a registration statement with the SEC covering the resale of all Registrable Securities within sixty (60) days after the last closing date (December 31, 2025).

Key Dates

Recommendation

The revised terms of the securities purchase agreement are significantly less favorable for Amaze Holdings. The total consideration for the same number of shares and warrants has been reduced by $2 million, and a substantial portion of the payment has shifted from cash to illiquid private preferred stock. This indicates a weaker negotiating position or a re-evaluation of Amaze Holdings' value, which could lead to negative market sentiment and downward pressure on the stock price. Investors should consider selling to mitigate potential losses or re-evaluate their position given the less attractive financing terms.

Keywords

Amaze Holdings, AMZE, Parler Cloud Technologies, Parler, Securities Purchase Agreement, Equity Financing, Private Placement, Warrants, Common Stock, Series A Preferred Stock, SEC Filing, 8-K