8-K: Amaze Holdings Eyes Strategic Investment in C2 Live

Amaze Holdings, Inc. announces a non-binding Letter of Intent to acquire a 19.99% stake in C2 Capital Group, Inc., aiming to integrate creator commerce with live social platforms.

Summary

• Amaze Holdings, Inc. has entered into a non-binding Letter of Intent (LOI) to acquire 19.99% of C2 Capital Group, Inc. for $3 million in cash.
• A $350,000 non-refundable deposit is required within two business days, which will be credited towards the purchase price.
• If the transaction doesn't close, C2 Capital will issue Amaze 93,332 shares at $3.75 per share for the deposit.
• Amaze will also grant C2 a 120-day put option to purchase up to 1,000,000 additional shares at $2.84 per share, contingent on Amaze raising $10 million and then $14 million in gross proceeds from securities sales.
• C2's exercise of the put option is conditional on providing audited financial statements for 2025 and 2024, and interim statements for periods ending June 30, 2026 and 2025.
• C2 Capital has the right to designate a board member for Amaze's Board of Directors.
• The LOI is non-binding except for provisions on exclusivity, confidentiality, expenses, and governing law, with the transaction subject to a definitive agreement and closing conditions.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, indicating strategic intent and potential for growth, though the non-binding nature and capital requirements introduce some uncertainty.

Positives

• Strategic investment in C2 Capital Group, Inc. (C2) to expand creator-powered commerce into live social platforms.
• Potential for expanded creator discovery, engagement, and monetization through cross-promotional initiatives.
• Combines Amaze's commerce infrastructure and creator tools with C2's live social ecosystem.
• C2 has generated over $11 million in cumulative revenue and experienced over 245% year-over-year revenue growth in its most recent quarter.
• C2 has no outstanding debt and is expanding across North America and Asia.
• The collaboration aims to integrate Amaze's commerce, fulfillment, and analytics with C2's live social engagement, virtual economies, and gamification.

Negatives

• The Letter of Intent is non-binding, meaning the transaction is not guaranteed.
• The transaction is subject to the negotiation and execution of a mutually acceptable definitive agreement.
• Amaze needs to raise significant capital ($10 million and then $14 million) for C2 to exercise its put option.
• The put option exercise is contingent on C2 providing audited and unaudited financial statements.
• Potential for unexpected costs, liabilities, or delays related to the transaction.

Risks

• Inability of the parties to negotiate and execute a mutually acceptable Definitive Agreement.
• Failure to satisfy closing conditions, including Amaze's ability to raise necessary capital and market conditions for smaller issuers.
• Incurrence of unexpected costs, liabilities, or delays relating to the transaction.
• Occurrence of a material adverse change in the business, assets, or financial condition of C2 Capital.
• The risk that the transaction may not be completed on the anticipated terms or timeline, or at all.
• The risk that the transaction will not achieve the anticipated results.

Future Outlook

The proposed strategic investment is expected to support continued product development, creator growth, and market expansion for C2, while strengthening its position in the global live social and creator economy. Amaze anticipates that the collaboration will create new opportunities for creators and audiences across both platforms.

Management Comments

• "This investment is about giving creators more ways to turn real-time engagement into income. By connecting our commerce infrastructure and creator tools to C2's live social platform, we're opening new paths for discovery, engagement and monetization for creators across both ecosystems, while giving our shareholders exposure to an engine that is already turning that engagement into rapidly growing revenue."
• "This collaboration creates opportunities to engage with Amaze's ecosystem of more than 14 million creator storefronts. We believe this strategic alignment can generate meaningful long-term value for both companies and their shareholders."
• "We're excited about the opportunity to welcome Amaze as a strategic partner and investor in C2. The proposed investment would provide additional capital and strategic capabilities to help accelerate our roadmap across gamification, storefronts and live shopping."

Industry Context

StockSavvy.ai notes that this move aligns with the broader industry trend of integrating e-commerce functionalities with social media and live streaming platforms to enhance creator monetization and user engagement. Competitors like TikTok LIVE and BIGO are also focusing on similar avenues.

Comparison to Industry Standards

• C2 competes in the global live social market with established platforms such as TikTok LIVE and BIGO (operated by JOYY Inc.).
• C2 differentiates itself through a focus on gamification, creator monetization, and direct audience engagement, which are key growth areas in the creator economy.
• Amaze's history of building over 14 million creator storefronts positions it as a significant player in creator-powered commerce, aiming to leverage this base with C2's live social capabilities.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if the strategic investment leads to significant growth and revenue synergies. However, the need for Amaze to raise capital could dilute existing shareholders.
• Creators: Expanded opportunities for discovery, engagement, and monetization across both Amaze's and C2's platforms.
• Brands: Potential for new avenues to reach audiences through integrated creator commerce and live social engagement.
• Creditors: No immediate impact mentioned, but future financial performance will be key.

Next Steps

• Negotiation and execution of a mutually acceptable definitive agreement.
• Satisfaction of customary closing conditions.
• Amaze to raise $10.0 million and subsequently $14.0 million in gross proceeds from securities sales.
• C2 Capital to deliver audited financial statements for fiscal years ended December 31, 2025 and 2024, and unaudited interim financial statements for periods ended June 30, 2026 and June 30, 2025.
• C2 Capital to designate an individual to serve on Amaze's Board of Directors.

Key Dates

Recommendation

The LOI represents a strategic move with potential upside, but the non-binding nature, significant capital raise requirement for Amaze, and the need for a definitive agreement introduce considerable uncertainty. Investors should monitor the progress of negotiations and Amaze's ability to secure funding.

Keywords

creator economy, live social platform, e-commerce, strategic investment, monetization, gamification, social commerce, content creators