10-Q: Amaze Holdings Faces Delisting, Revenue Plummets

Sentiment:

Quarterly Report


Amaze Holdings, Inc. reported a significant 63% year-over-year revenue decline for the third quarter of 2026, alongside a substantial net loss and delisting from the NYSE American.

Capital raiseThe company has the right to sell up to $100 million of newly issued shares of common stock to C/M Capital Master Fund, LP under a 2026 Purchase Agreement.The company has the right to sell shares of common stock to C/M Capital Master Fund, LP under an Equity Line of Credit (ELOC) established in May 2025.The company launched an at-the-market (ATM) offering of up to $31.8 million of common stock.The company will require additional debt or equity financing to satisfy existing obligations and sustain operations.
Worse than expectedRevenues for the three months ended September 30, 2026, decreased by 63% to $469,000 compared to $1,254,000 in the prior year period, indicating a significant decline in business activity.The net loss for the three months ended September 30, 2026, was $22.2 million, a substantial increase from a net loss of $5.1 million in the same period of 2025, showing deteriorating profitability.The company's common stock was delisted from the NYSE American on October 12, 2026, and is now quoted on the OTC Pink market, signaling severe financial distress and loss of investor confidence.A substantial working capital deficit of $18.2 million as of September 30, 2026, coupled with recurring losses and negative cash flows, raises substantial doubt about the company's ability to continue as a going concern.

Summary

  • Amaze Holdings, Inc. reported a substantial decrease in revenues for the third quarter of 2026, down 63% to $469,000 compared to $1,254,000 in the prior year period.
  • The company incurred a net loss of $22.2 million for the third quarter of 2026, a significant increase from a net loss of $5.1 million in the same period of 2025.
  • For the nine months ended September 30, 2026, revenues decreased by 29% to $1.6 million, and the net loss widened to $32.3 million.
  • The company's common stock was delisted from the NYSE American on October 12, 2026, and is now quoted on the OTC Pink market.
  • Amaze Holdings faces substantial doubt about its ability to continue as a going concern due to a working capital deficit of $18.2 million as of September 30, 2026, recurring losses, and the loss of at-the-market funding.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to significant revenue declines, substantial net losses, a severe working capital deficit, and the delisting from the NYSE American, indicating severe financial distress and going concern issues.

Positives

  • The company has implemented cost-optimization initiatives and cost reduction plans, leading to a 24% decrease in selling, general, and administrative expenses for the three months ended September 30, 2026.
  • The company secured net proceeds of $10.8 million from an At-The-Market (ATM) offering and $2.2 million from an Equity Line of Credit (ELOC) during the nine months ended September 30, 2026, to fund operations.

Negatives

  • Revenues for the three months ended September 30, 2026, decreased by 63% to $469,000 compared to $1,254,000 in the prior year.
  • Net loss for the three months ended September 30, 2026, was $22.2 million, compared to $5.1 million in the prior year.
  • Net loss for the nine months ended September 30, 2026, was $32.3 million, compared to $12.3 million in the prior year.
  • The company experienced a significant impairment of intangible assets totaling $17.7 million during the nine months ended September 30, 2026.
  • A substantial working capital deficit of $18.2 million existed as of September 30, 2026.
  • The company's common stock was delisted from the NYSE American on October 12, 2026, and is now quoted on the OTC Pink market.
  • There is substantial doubt about the company's ability to continue as a going concern.

Risks

  • The company has a history of losses and may not achieve profitability in future periods.
  • Additional capital is required to fund operations and growth, and financing may not be available on acceptable terms or at all.
  • Substantial indebtedness could adversely affect financial condition and limit the ability to raise additional capital.
  • Failure to increase revenues or complete a business combination would have a material adverse effect.
  • The company is heavily reliant on third-party suppliers, and supply chain disruptions could be detrimental.
  • Dependence on third-party platforms and potential changes in their policies or access could negatively impact the business.
  • The company's common stock is subject to penny stock rules, which may limit market liquidity and capital raising ability.
  • The sale of substantial numbers of shares under equity lines of credit could cause significant dilution and adversely affect the stock price.

Future Outlook

The company is focusing on identifying and completing a business combination or strategic transaction, such as a reverse merger, to acquire a revenue-generating business due to limited capital and operational challenges. Future success is dependent on securing additional debt or equity financing, which may not be available on favorable terms or at all, and could be highly dilutive.

Management Comments

  • The company has failed to generate significant revenue from its end-to-end commerce platform operations and began evaluating strategic alternatives in the second half of fiscal year 2026.
  • Management decided to shut down the Spring website, which was taken offline on October 28, 2026, and the company is evaluating alternatives for the subsidiaries that operated it.
  • The company is focusing on identifying, negotiating and completing a business combination or strategic transaction such as a reverse merger, asset purchase or similar transaction.
  • Given our limited capital, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital.
  • Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, macroeconomic conditions, geopolitical developments, market volatility and other factors beyond our control.

Industry Context

StockSavvy.ai notes that Amaze Holdings' pivot to a creator-focused commerce platform aligns with broader industry trends, but its current financial distress and delisting highlight the intense competition and capital requirements within this sector.

Comparison to Industry Standards

  • The significant revenue decline of 63% in Q3 2026 compared to the prior year is substantially worse than the typical growth expected in the e-commerce and creator economy sectors, where many platforms aim for double-digit growth.
  • The company's net loss of $22.2 million in Q3 2026 and $32.3 million year-to-date is a severe indicator of financial underperformance, especially when compared to profitable or growing companies in the software and e-commerce space.
  • The delisting from NYSE American and subsequent quotation on the OTC Pink market is a strong negative signal, contrasting sharply with companies successfully maintaining or graduating to major exchanges like Nasdaq or NYSE.
  • The substantial working capital deficit of $18.2 million and the explicit statement of substantial doubt about the company's ability to continue as a going concern are critical red flags, unlike companies with healthy liquidity and clear paths to sustained operations.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive OfficerAaron DayJoel Krutz (Interim)2026-07-31Aaron Day no longer serves as CEO but will continue as a Board member; Joel Krutz appointed interim CEO while a search for a permanent successor is conducted.

Legal Proceedings

  • G&I IX Aviation LLC v. Teespring, Inc. et al.: Amaze Holding Company LLC is a defendant in a case seeking approximately $1.2 million in liquidated damages, court costs, and attorney fees related to a leased property. An appeal is ongoing.
  • Dubow Decorating, Inc. v. Amaze Software, Inc.: Amaze Software, Inc. is the defendant and counter-plaintiff in a lawsuit claiming $394,000 in damages for unpaid invoices. The company settled for approximately $185,000.
  • DinoCloud, Inc. v. Amaze Software, Inc.: Amaze Software, Inc. is the defendant in a lawsuit alleging breach of contract and seeking $202,000 in damages. A settlement was reached for $207,000.
  • Baron App, Inc. dba Cameo v. Amaze Holding Company LLC: Amaze Holding Company LLC is the defendant in a breach of contract case seeking damages in excess of $140,000. A settlement was reached, but the company is currently in default on payments.
  • Stakes Manufacturing, Inc v. Amaze Holding Company LLC: AHC was served with a complaint alleging breach of contract and seeking $471,420. The company intends to defend the matter vigorously.

Stakeholder Impact

  • Shareholders face significant dilution risk from ongoing equity financings and potential conversion of preferred stock and convertible notes.
  • The delisting from NYSE American and quotation on OTC Pink market severely impacts liquidity and marketability of common stock.
  • The company's going concern issues and potential cessation of operations pose a risk to all stakeholders, including investors, employees, and creditors.

Next Steps

  • The company is focusing on identifying, negotiating, and completing a business combination or strategic transaction.
  • Management decided to shut down the Spring website, which was taken offline on October 28, 2026.
  • The company is evaluating alternatives for the subsidiaries that operated the Spring website.
  • The company intends to file amendments to its Articles of Incorporation to increase authorized shares and effect reverse stock splits prior to the completion of the fourth quarter of 2026.

Key Dates

DateDescription
2025-03-07Completion of the acquisition of Amaze Software, Inc.
2025-05-06Securities Purchase Agreement with C/M Capital Master Fund, LP (ELOC) entered into.
2025-10-15At-The-Market (ATM) offering launched.
2026-07-24Company effected a 1-for-8 reverse stock split.
2026-09-29NYSE American commenced delisting proceedings.
2026-10-01NYSE American filed a Form 25 for delisting.
2026-10-12Delisting from NYSE American became effective; common stock quoted on OTC Pink.
2026-10-27Registration statement for 2026 Purchase Agreement declared effective.

Recommendation

sell

The severe revenue decline, widening net losses, substantial working capital deficit, delisting from NYSE American, and explicit going concern warnings indicate a highly distressed financial situation. The company requires significant additional financing, which is uncertain and likely to be highly dilutive. The ongoing legal proceedings also add considerable risk. Given these factors, a sell recommendation is warranted.

Keywords

creator economy, e-commerce platform, software solutions, digital commerce, revenue decline, net loss, going concern, delisting

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.