VINE.Fresh Vine Wine, INC
S-1: Amaze Holdings Files S-1 for Resale of 4.99M Shares
Sentiment:
Resale Registration Statement
Amaze Holdings, Inc. filed an S-1 registration statement for the resale of up to 4,990,844 shares of common stock by existing selling stockholders, with no direct proceeds to the company from these sales.
Capital raiseIssued amended and restated convertible promissory notes in the aggregate principal amount of $1,200,000 on August 11, 2025, which amended and replaced $600,000 subordinated secured promissory notes.Issued $287,000 aggregate principal amount of promissory notes on June 11, 2025.Issued $1,650,000 aggregate principal amount of secured original issue discount notes on February 6, 2025, with an additional $1,100,000 closed on April 14 and 15, 2025.Issued $600,000 aggregate principal amount of secured convertible promissory notes on October 8, 2024.Issued and sold 10,000 shares of Series A convertible preferred stock for $1.0 million on August 2, 2023.Issued and sold 50,000 shares of Series B convertible preferred stock for $5.0 million between April and November 2024.Issued and sold 8,550 shares of Series C convertible preferred stock for $855,000 between March and May 2025.Issued and sold 709,040 shares of common stock for an aggregate purchase price of $4,318,492 via an equity line of credit between July 1 and September 5, 2025, along with 5,318 commitment shares.
Summary
- Amaze Holdings, Inc. (AMZE) filed an S-1 registration statement for the proposed resale of up to 4,990,844 shares of its common stock by various selling stockholders.
- The company will not receive any proceeds from the sale of common stock by the selling stockholders, but will receive net proceeds from any warrants exercised for cash.
- Amaze Holdings operates in two primary segments: E-commerce/Subscriptions and Wine Products.
- The E-commerce/Subscriptions segment, acquired through Amaze Software, Inc. on March 7, 2025, offers a creator-focused platform for product sales, subscriptions, and digital content, leveraging an asset-light model and global supply chain integrations.
- The Wine Products segment includes the sale of Fresh Vine wines, priced between $15 and $25 per bottle, distributed through wholesale and direct-to-consumer (DTC) channels across the United States and Puerto Rico.
- The company changed its name from Fresh Vine Wine, Inc. to Amaze Holdings, Inc. on March 24, 2025, following the Amaze Software acquisition.
- As of September 9, 2025, the last reported sales price of common stock on the NYSE American was $2.37 per share.
- The company qualifies as an 'emerging growth company' and a 'smaller reporting company,' allowing for reduced disclosure obligations.
Sentiment
Score: 6
Explanation: The filing highlights a significant strategic pivot and growth potential in the e-commerce segment, leveraging an asset-light model and strong market trends. However, the immediate offering is a resale by existing stockholders, providing limited direct capital to the company, and the business operates in highly competitive markets with inherent risks. The company's transformation is ongoing, and while promising, it carries execution risk.
Positives
- Strategic pivot towards a platform-based digital commerce business focused on the rapidly expanding creator economy, projected to grow from $450 billion in 2025 to a multi-trillion dollar market by 2027.
- The E-commerce/Subscriptions segment operates on an asset-light model, leveraging third-party resources and geographically diverse suppliers to mitigate risks like excess inventory and product delays.
- Amaze's e-commerce platform has grown to over 14 million users since 2021, with over 1.2 billion unique IP addresses visiting creator stores, demonstrating significant reach and engagement.
- Proprietary technology stack (Studio, Spring, Teespring Marketplace) and seamless integrations with popular social media platforms (YouTube, TikTok, Twitch, Discord, OnlyFans, Linktree, Beacons.io) enhance creator selling capabilities.
- Strategic partnerships with Adobe for design capabilities and Pietra Studios for access to a network of approximately 50,000 custom manufacturers enhance product offerings and creator support.
- The Wine Products segment offers differentiated 'better-for-you' premium wines, with some varietals produced and bottled in Napa, California, and an association with an award-winning winemaker, Jamey Whetstone.
- The wine business utilizes a capital-efficient, asset-light operating model by contracting with third-party suppliers and production facilities, reducing capital investment requirements.
- Commitment to an omni-channel marketing approach and continued investment in DTC capabilities for wine sales, which provide significantly higher margins.
Negatives
- The company will not receive any direct proceeds from the sale of common stock by the selling stockholders, limiting immediate capital infusion from this specific offering.
- Investing in the company's common stock involves a 'high degree of risk,' as explicitly stated in the filing.
- The company faces intense competition in both its E-commerce segment (e.g., Shopify, Etsy, Redbubble) and the highly fragmented wine industry (over 400,000 wine choices).
- Limited front-end supply chain visibility in the wine segment due to reliance on a third-party supplier (Fior di Sole) for grape sourcing and juice procurement.
- The wine industry generally experiences seasonal fluctuations, with lower sales and net income during the first quarter (January-March) and higher during the fourth quarter (October-December).
Risks
- Investing in common stock involves a high degree of risk, as detailed in the company's SEC filings.
- Forward-looking statements are subject to known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially.
- Intense competition from larger, more established companies with greater financial, technical, marketing, and other resources in both the e-commerce and wine industries.
- Operational risks associated with reliance on third-party resources, including custom and on-demand production facilities and global supply chain integrations.
- Exposure to a complex and evolving regulatory environment, including laws related to payment processing, consumer protection, data privacy (GDPR, CCPA), sales tax, defamation, anti-corruption, and export control.
- Potential for significant liabilities, fines, and legal actions due to non-compliance with various regulations.
- Cybersecurity threats and data breaches, despite implemented safeguards, could compromise sensitive information and impact customer trust.
- Reliance on third-party intellectual property and potential need to defend against claims of infringement.
- Seasonality in the wine industry can lead to fluctuations in revenue and net income.
- Anti-takeover provisions in the company's articles of incorporation and bylaws, as well as Nevada law, may delay, defer, or discourage attempts to acquire control of the company.
- Limitations on liability and indemnification of directors and officers, which may reduce their accountability under certain circumstances.
Future Outlook
The company expects to continue its global expansion, integrating third-party brands and exploring technology innovations to enable creators to resell third-party products through their Amaze stores. It also plans to pursue synergistic acquisitions to enhance its product portfolio and explore new opportunities for creators to sell in brick-and-mortar retail venues and live events. In the wine segment, Amaze intends to further invest in DTC capabilities and continue establishing brand visibility, expanding distribution, and developing new 'better-for-you' varietals. The company anticipates shifts in competitive dynamics in the Teespring Marketplace, necessitating ongoing innovation and adaptation, and expects to be impacted by the general seasonality of the wine industry.
Management Comments
- Aaron Day, Chief Executive Officer, leads the company with a mission to empower anyone to sell anything, anywhere with simple, scalable tools designed to bridge the worlds of creators and consumers.
- Jamey Whetstone, the award-winning winemaker for Fresh Vine Wine, sought to create a better-for-you wine that customers can be proud to bring to the table for any occasion.
Industry Context
The company operates within the rapidly expanding creator economy, which is projected to grow from an estimated $450 billion global market in 2025 to a multi-trillion dollar market by 2027, driven by social commerce, live shopping, and integrated commerce. This environment sees major global platforms increasingly competing with traditional e-commerce giants. In the wine industry, Amaze positions itself in the 'better-for-you' segment, catering to a growing consumer preference for low-carb, low-calorie, gluten-free options within the affordable luxury category, amidst an intensely competitive market with over 400,000 wine choices.
Comparison to Industry Standards
- In the E-commerce/Subscriptions segment, Amaze's primary competitor is Shopify, which boasts over one million seller stores and substantial global scale, contrasting with Amaze's more integrated, asset-light model.
- Smaller regional competitors in e-commerce include Spread Shop (Europe), FourthWall (United States), and Caf 24 (South Korea), which operate more like technology agencies.
- For the Teespring Marketplace, primary competitors include Etsy, Redbubble, Zazzle, Spreadshirt, and Teepublic.
- The company notes that China represents the largest market for social and live stream commerce, with trillions of dollars in sales, a market Amaze has not yet penetrated.
- In the wine industry, Amaze's wines compete with other premium or higher quality wines from Europe, South America, South Africa, Australia, New Zealand, and North America.
- Amaze's core wine offerings are priced strategically between $15 and $25 per bottle, contrasting with many other wine companies experiencing downward price pressure to enter the under $30 category.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | NA | Aaron Day | September 2021 | Joined Amaze Software, Inc. (prior to merger) to lead strategic transformation. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Regulatory Status | Qualifies as an 'emerging growth company' and 'smaller reporting company,' allowing for reduced disclosure obligations, including auditor attestation, executive compensation, and financial statement presentation. | NA | Reduces compliance burden and costs, but may offer less transparency to investors compared to larger public companies. |
| Anti-Takeover Provisions | Articles of incorporation and bylaws include provisions such as no cumulative voting, advance notice procedures for stockholder proposals, and restrictions on stockholder actions by written consent or calling special meetings. | NA | May delay, defer, or discourage attempts by third parties to acquire control of the company, potentially limiting a premium for stockholders in a takeover bid. |
| Nevada Law Provisions | Subject to Nevada Revised Statutes governing acquisition of controlling interest and business combinations, which may deny voting rights or delay combinations under certain thresholds. | NA | May deter persons interested in acquiring a significant interest or control, regardless of potential benefit to stockholders. |
| Director Removal | Nevada Revised Statutes require a vote of not less than two-thirds of the voting power of outstanding stock to remove a director. | NA | Makes it more difficult for stockholders to remove directors compared to a simple majority. |
| Exclusive Forum Selection | Bylaws designate the Eighth Judicial District Court of Clark County, Nevada (or other Nevada state/federal courts) as the exclusive forum for certain corporate actions, excluding federal securities law claims. | NA | Aims for increased consistency in applying Nevada law but may discourage lawsuits against directors and officers, though federal securities claims are exempt. |
| Corporate Opportunities | Articles of incorporation renounce any interest or expectancy in business opportunities of Nechio & Novak, LLC and its affiliates, unless presented to a director or officer in their capacity as such. | NA | Allows Nechio & Novak, LLC and its affiliates to pursue opportunities without offering them to Amaze Holdings, potentially limiting growth opportunities for the company. |
| Indemnification | Provides for indemnification of officers and directors against expenses, judgments, fines, and settlements, with limitations on personal liability for certain acts. | NA | Protects officers and directors from liabilities, but SEC opinion states indemnification for Securities Act liabilities is against public policy and unenforceable. |
Related Party Transactions
- One of the investors in the $1,200,000 subordinated secured promissory notes issued between May 14 and June 10, 2025, is an affiliate of David Yacullo, a director of the company.
- Peter Deutschman, a member of the board of directors, is also the CEO of the Buddy Group, which has provided services to Amaze Software, Inc.
Stakeholder Impact
- **Shareholders**: Potential for increased liquidity for selling stockholders, but no direct capital infusion for the company from this specific offering (except warrant exercises). High degree of investment risk and potential for dilution from future capital raises. Anti-takeover provisions may limit premium from acquisition bids.
- **Employees**: The company employs 39 full-time employees and 34 independent contractors (Amaze Software), with a focus on fostering a diverse, inclusive, and engaged workforce through leadership development and mandatory training.
- **Customers (Creators)**: Empowered with comprehensive tools for e-commerce, social commerce, and digital content delivery, benefiting from an asset-light model, global supply chain, and marketplace exposure. Freemium model and commission-based earnings provide accessible entrepreneurial opportunities.
- **Customers (Wine Consumers)**: Offered 'better-for-you' premium wines with a focus on quality and healthy lifestyle appeal, distributed through both wholesale and increasingly emphasized DTC channels.
- **Suppliers**: The company leverages a network of geographically diverse suppliers for its e-commerce segment and a third-party supplier (Fior di Sole) for its wine production, reducing reliance on single vendors.
- **Creditors**: Various convertible notes and warrants have been issued to investors, indicating ongoing financing activities and obligations.
Next Steps
- Selling stockholders may offer and sell their shares from time to time through various public or private transactions.
- The company plans to continue global expansion and integrate third-party brands into its e-commerce platform.
- Amaze will explore technology innovations to enable creators to resell third-party products through their stores.
- The company intends to pursue synergistic acquisitions to enhance its product portfolio.
- New opportunities for creators to sell in brick-and-mortar retail venues, at live events, and in additional locations worldwide will be explored.
- Continued investment in DTC technologies and capabilities for the wine segment is planned to maintain customer relationships and higher margins.
- The company aims to continue establishing brand visibility, building grassroots demand, expanding its U.S.-based wholesale and retail distribution network, and pursuing international distribution for its wines.
- Further development of new wine varietals within the 'better-for-you' category and investment in packaging innovation are planned.
Key Dates
| Date | Description |
|---|---|
| 2019-05-08 | Initially organized as Fresh Grapes, LLC. |
| 2019-07-01 | Alternating Proprietorship Agreement with Fior di Sole, LLC commenced. |
| 2019-09-01 | Custom Winemaking and Bottling Agreement with Fior di Sole, LLC. |
| 2021-12-08 | Converted from a Texas limited liability company into a Nevada corporation and changed name to Fresh Vine Wine, Inc. |
| 2021-09-01 | Aaron Day joined Amaze Software, Inc. as Chief Executive Officer. |
| 2022-11-01 | Amaze Software, Inc. acquired certain assets of Teespring Inc. |
| 2022-12-15 | Company entered into agreements with vendors to issue a total of 42,174 shares of common stock (plus up to an additional 44,783 shares). |
| 2023-04-27 | Granted CEO inducement award of 20,171 shares of restricted stock, 43,479 stock options, and performance-based restricted stock units. |
| 2023-05-11 | Granted Executive Vice President of Sales and Marketing inducement award of 16,564 shares of restricted stock and performance-based restricted stock units. |
| 2023-05-25 | Granted Chief Financial Officer and Secretary inducement award of 8,542 shares of restricted stock, 21,740 stock options, and performance-based restricted stock units. |
| 2023-05-01 | Amaze Software, Inc. acquired Baxter Collective Limited. |
| 2023-08-02 | Issued and sold 10,000 shares of Series A convertible preferred stock for $1.0 million. |
| 2024-10-08 | Issued and sold $600,000 aggregate principal amount of secured convertible promissory notes and 5-year warrants to purchase up to 32,174 shares of common stock. |
| 2024-10-01 | Issued and sold 50,000 shares of Series B convertible preferred stock for $5.0 million (between April and November 2024). |
| 2024-12-01 | Amaze Software, Inc. re-launched the www.teespring.com marketplace. |
| 2025-02-06 | Entered into a securities purchase agreement to sell up to $3,300,000 aggregate principal amount of secured original issue discount notes and shares of common stock; initial closing of $1,650,000 notes and 11,776 shares. |
| 2025-03-07 | Completed the acquisition of Amaze Software, Inc.; issued 750,000 shares of Series D convertible preferred stock and warrants to purchase 380,435 shares of common stock. |
| 2025-03-24 | Changed name from Fresh Vine Wine, Inc. to Amaze Holdings, Inc. |
| 2025-04-14 | Closed on the sale of an additional $1,100,000 aggregate principal amount of notes (on April 14 and 15, 2025). |
| 2025-05-02 | Issued and sold $270,000 aggregate principal amount of OID convertible promissory notes (between May 2 and June 10, 2025). |
| 2025-05-06 | Entered into a securities purchase agreement with C/M Capital Master Fund, LP for an equity line of credit. |
| 2025-05-14 | Issued and sold $1,200,000 aggregate principal amount of subordinated secured promissory notes (between May 14 and June 10, 2025). |
| 2025-05-31 | Amaze Holdings, Inc. employs approximately four full-time employees and engages 3 independent contractors. |
| 2025-06-01 | Holds relationships with wholesale distributors in 11 states. |
| 2025-06-11 | Entered into note purchase agreements for $287,000 aggregate principal amount of promissory notes and warrants to purchase up to 4,076 shares of common stock. |
| 2025-06-12 | All outstanding shares of Series D Preferred Stock automatically converted into an aggregate of 4,076,115 shares of common stock; 1-for-23 reverse stock split of common stock effected. |
| 2025-06-18 | Issued 22,608 shares of common stock to an accredited investor as compensation for business development services. |
| 2025-07-01 | Issued and sold 709,040 shares of common stock for $4,318,492 via equity line of credit (between July 1 and September 5, 2025). |
| 2025-07-11 | Issued 100,000 shares of common stock to an accredited investor as compensation for strategic advisory services. |
| 2025-08-11 | Issued amended and restated convertible promissory notes in the aggregate principal amount of $1,200,000 and a warrant to purchase up to 75,000 shares of common stock. |
| 2025-08-26 | Employs 39 full-time employees and engages 34 independent contractors (Amaze Software). |
| 2025-09-03 | 6,335,621 shares of common stock outstanding. |
| 2025-09-09 | Last reported sales price of common stock on NYSE American was $2.37 per share. |
| 2025-09-10 | Filing date of the S-1 registration statement. |
Recommendation
holdAmaze Holdings is undergoing a significant strategic transformation, pivoting towards the high-growth creator economy with an asset-light e-commerce platform. This move presents substantial long-term potential. However, the current S-1 filing is primarily for the resale of shares by existing stockholders, meaning the company will not directly receive significant capital from this offering, except from warrant exercises. The company operates in intensely competitive markets and explicitly states a 'high degree of risk' for investors. While the strategic direction is positive, the company's financial performance and the full integration of its new business segments are still developing. A 'hold' recommendation allows investors to observe the execution of the new strategy and the realization of its potential without taking on immediate additional risk, given the nature of this specific offering.
Keywords
Amaze Holdings, AMZE, S-1, SEC filing, common stock resale, e-commerce platform, creator economy, Fresh Vine Wine, digital commerce, SaaS, print-on-demand, Teespring, convertible notes, warrants, Nevada corporation, emerging growth company, smaller reporting company, corporate governance, risk factors, stock offering
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