S-1: Amaze Holdings Files for $100M Equity Line Amidst Delisting

Amaze Holdings, Inc. is registering up to 50 million shares of common stock to be sold by C/M Capital Master Fund, LP, under a committed equity financing agreement, as the company navigates its recent delisting from NYSE American.

Summary

• Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) is filing a Form S-1 to register up to 50,000,000 shares of its common stock for resale by C/M Capital Master Fund, LP.
• This registration is in connection with a Securities Purchase Agreement establishing an equity line of credit, allowing Amaze Holdings to sell shares to the Selling Stockholder over a 36-month term, potentially raising up to $100 million.
• The company's common stock was delisted from the NYSE American effective October 12, 2026, due to low selling prices, and it intends to apply for quotation on the OTCQB Venture Market.
• Amaze Holdings is classified as an emerging growth company and a smaller reporting company, benefiting from reduced disclosure requirements.
• The company has identified material weaknesses in its internal control over financial reporting, which have persisted since at least 2021.
• The proceeds from the equity line are intended for working capital and general corporate purposes, with potential use for complementary business acquisitions.
• The Selling Stockholder, C/M Capital Master Fund, LP, is considered an underwriter for the resale of these shares.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the significant dilution risk, the delisting from NYSE American, and the company's classification as a penny stock, all of which indicate substantial financial and operational challenges.

Positives

• Secures a potential $100 million in financing through a committed equity line of credit, providing a funding source for working capital and general corporate purposes.
• The company is an emerging growth company and a smaller reporting company, allowing for reduced regulatory and reporting burdens.
• The business operates on an asset-light model, leveraging third-party and on-demand production resources to mitigate inventory and availability risks.
• Diversified supplier network reduces reliance on single vendors and enhances product input flexibility.

Negatives

• Common stock delisted from NYSE American effective October 12, 2026, due to low selling price, significantly impacting liquidity and investor confidence.
• The company's common stock is classified as a penny stock, subjecting it to stringent trading rules that may limit market activity and investor participation.
• Identified material weaknesses in internal control over financial reporting, including issues with segregation of duties, stock issuance controls, and accounting for various financial elements.
• The committed equity financing will result in substantial dilution to existing stockholders, potentially decreasing the per-share value of their holdings.
• The purchase price for shares sold under the equity line is at a discount to market price (95% of VWAP or lowest sale price), which could further depress the stock price.
• The company has substantial indebtedness, with approximately $5.3 million in notes payable and other indebtedness as of September 30, 2026, requiring significant cash flow for debt service.
• The company has undergone two reverse stock splits (1-for-23 in June 2025 and 1-for-8 in July 2026), indicating past struggles with share price.

Risks

• Substantial dilution to existing stockholders due to the issuance of up to 50,000,000 shares under the equity line of credit.
• Potential for significant declines in stock price as the Selling Stockholder may resell shares at prevailing market prices, potentially lower than purchase prices.
• Inability to access the full $100 million available under the Purchase Agreement, impacting liquidity and operations.
• The delisting from NYSE American may hinder future capital raising efforts and could trigger breaches of existing contracts.
• The penny stock classification imposes strict rules on broker-dealers and investors, potentially limiting trading activity and liquidity.
• Failure to remediate material weaknesses in internal controls could lead to inaccurate financial reporting, reduced investor confidence, and stock price decline.
• The company's substantial indebtedness could limit its ability to raise additional capital and fulfill its obligations.
• The use of proceeds from the equity financing may not yield significant returns, as management has broad discretion over their allocation.

Future Outlook

The company intends to use net proceeds from the equity financing for working capital and general corporate purposes, and potentially for complementary business acquisitions. However, the actual proceeds and their effectiveness in yielding a favorable return are uncertain. The company also plans to apply for quotation on the OTCQB Venture Market.

Management Comments

• "We are an emerging growth company and a smaller reporting company under the federal securities laws and will be subject to reduced disclosure and public reporting requirements."
• "We intend to use any net proceeds from such sales for working capital and other general corporate purposes."
• "We may also use a portion of the net proceeds to acquire or invest in complementary businesses, technologies, products or assets; however, we do not have agreements or commitments for any material acquisitions or investments at this time."
• "We intend to apply for quotation of our common stock on the OTCQB Venture Market."

Industry Context

StockSavvy.ai notes that the company operates in the creator economy and e-commerce platform space. The move to a subscription-led model with tools like Concierge, Brand Analysis, and Moments AI is a strategic pivot. However, the company's financial situation, marked by delisting and a significant equity financing arrangement, suggests considerable challenges in scaling and achieving profitability within this competitive landscape.

Management Changes

Stakeholder Impact

• Existing shareholders face significant dilution of their ownership percentage and potential decrease in the per-share value of their investment due to the equity financing.
• Investors purchasing shares from the Selling Stockholder may pay different prices and experience varying investment outcomes.
• The delisting from NYSE American and penny stock status may deter institutional investors and reduce overall market liquidity, impacting all shareholders.
• Creditors may face increased risk if the company's financial condition deteriorates further, potentially impacting its ability to service debt.

Next Steps

• Apply for quotation of common stock on the OTCQB Venture Market.
• Potentially issue and sell shares to C/M Capital Master Fund, LP under the Purchase Agreement to raise capital.
• Use net proceeds for working capital and general corporate purposes.
• Consider using a portion of net proceeds for complementary business acquisitions.
• Address and remediate material weaknesses in internal control over financial reporting.

Key Dates

Recommendation

The company's delisting from NYSE American, classification as a penny stock, identified material weaknesses in internal controls, and the highly dilutive nature of the committed equity financing present significant risks. While the financing provides a potential capital infusion, the terms and circumstances suggest a distressed situation, making it a high-risk investment.

Keywords

equity financing, registration statement, common stock, dilution, penny stock, delisting, working capital, emerging growth company