10-K: Amaze Holdings Pivots to Creator Economy Amidst Deep Losses

Amaze Holdings, formerly Fresh Vine Wine, completed a strategic pivot to a creator-powered commerce platform in 2025, reporting a significant net loss of $55.2 million and raising substantial doubt about its ability to continue as a going concern.

Summary

• Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) completed the acquisition of Amaze Software, Inc. on March 7, 2025, transitioning its primary business from a consumer-packaged goods company (wine) to a technology-enabled, creator-powered commerce platform.
• The company reported a net loss of $55.2 million for the year ended December 31, 2025, a substantial increase from $2.5 million in 2024.
• Revenue for 2025 increased by 558% to approximately $2.0 million, primarily due to the Amaze Software acquisition, compared to $300,000 in 2024.
• Gross income for 2025 was $1.6 million, a significant improvement from a gross loss of $5,819 in 2024, attributed to the operating leverage of the Amaze Software platform.
• The company recognized a goodwill impairment charge of $34.3 million for the year ended December 31, 2025, resulting from the valuation of goodwill from the Amaze acquisition.
• Amaze Holdings acquired Foodchannel.com LLC on November 7, 2025, for approximately $437,000, paid via a convertible promissory note with a face value of $650,000.
• The company faces substantial doubt about its ability to continue as a going concern due to a history of operating losses and negative cash flows, with a working capital deficit of approximately $20 million as of December 31, 2025.
• Material weaknesses in internal control over financial reporting were identified, including lack of segregation of duties and controls over accounting for sales refunds, revenue presentation, foreign currency adjustments, stock issuances, fair value measurements, and accounts payable.
• A judgment of approximately $1.3 million was awarded against Amaze Holding Company LLC in the G&I IX Aviation LLC v. Teespring, Inc. et al. lawsuit, which the company plans to appeal.
• The company's common stock has traded below $0.30 per share since March 16, 2026, and it faces a risk of delisting from the NYSE American, potentially requiring a reverse stock split.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with significant concern due to the substantial net loss, goodwill impairment, and explicit 'going concern' doubt, despite the strategic pivot and revenue growth from the acquisition.

Positives

• Successfully completed a strategic pivot by acquiring Amaze Software, Inc., shifting focus to the high-growth creator economy.
• Achieved a 558% increase in total net revenue for 2025, reaching approximately $2.0 million, largely driven by the Amaze Software acquisition.
• Improved gross income to $1.6 million in 2025 from a gross loss in 2024, indicating better margin profile from the new software platform.
• Acquired Foodchannel.com LLC, expanding verticalized distribution channels and content offerings within the culinary niche.
• Operates an asset-light model, leveraging third-party manufacturing, logistics, and payment partners to reduce inventory risk and capital requirements.
• Focuses on generating and utilizing first-party transaction data to enhance platform performance, targeting, and monetization opportunities.
• Secured significant financing in 2025, including $9.5 million from an equity line of credit and $7.8 million from an At-The-Market offering, providing capital for operations.

Negatives

• Incurred a substantial net loss of $55.2 million in 2025, significantly higher than the $2.5 million loss in 2024.
• Reported a working capital deficit of approximately $20 million and an accumulated deficit of $84.5 million as of December 31, 2025.
• The independent registered public accounting firm included a going concern explanatory paragraph, indicating substantial doubt about the company's ability to continue operations.
• Recorded a significant goodwill impairment charge of $34.3 million in 2025, reflecting a reduction in the valuation of the Amaze acquisition.
• Faces substantial indebtedness, with notes payable and other indebtedness of approximately $7.1 million as of December 31, 2025.
• Identified material weaknesses in internal control over financial reporting, which have persisted since at least 2021, impacting financial reporting accuracy and timeliness.
• Subject to a judgment of approximately $1.3 million in the Teespring lawsuit, which will require significant capital to satisfy and could divert resources.
• Common stock has traded below $0.30 per share since March 16, 2026, increasing the risk of delisting from the NYSE American and potentially requiring a dilutive reverse stock split.
• The legacy wine business is no longer a strategic focus and is not expected to be a material driver of long-term growth, generating less than 10% of revenues in 2025.

Risks

• History of losses and negative cash flows, raising substantial doubt about the ability to continue as a going concern.
• Requirement for additional capital to fund operations and growth, with no assurance of obtaining financing on acceptable terms or at all.
• Substantial indebtedness could adversely affect financial condition, limit ability to raise capital, and prevent fulfillment of obligations.
• Heavy reliance on third-party suppliers, making the business vulnerable to supply chain disruptions and changes in supplier terms.
• Dependence on third-party platforms (e.g., YouTube, TikTok Shops), with changes in popularity, algorithms, or policies potentially harming the business.
• Brand success relies on the reputation of clients' brands, which could be adversely affected by client actions or negative publicity.
• Unfavorable economic conditions may decrease consumer discretionary spending, impacting demand for client products and content.
• Challenges in attracting and retaining new clients, which is crucial for growth.
• Exposure to tariffs and trade restrictions due to relationships with international suppliers, potentially increasing costs.
• Reliance on third-party payment processors, exposing the company to risks of payment failures, fraud, chargebacks, and system disruptions.
• Intense competition in creator commerce, e-commerce enablement, and digital advertising markets from well-established and emerging platforms.
• Fluctuating revenue growth rate and financial performance make future success difficult to predict.
• Dependence on continuing efforts of management and key employees, and the ability to attract and retain highly skilled personnel.
• Risk of liability or adverse business impact from the use of AI-enabled systems, including inaccurate content, biases, and intellectual property issues.
• Vulnerability to cybersecurity attacks, IT system failures, or unauthorized access, leading to significant costs, reputational damage, and business disruption.
• Inability to secure and protect intellectual property in domestic and foreign markets, potentially declining brand value.
• Disruption of internet connections for the company or third-party service providers could harm SaaS solutions and business.
• Exposure to legal proceedings, regulatory disputes, and governmental investigations, leading to significant expenses and diversion of management attention.
• Dilution of existing stockholders from the issuance of additional capital stock in connection with financings, acquisitions, or equity incentive plans.
• Risk of delisting from the NYSE American if continued listing requirements are not met, potentially requiring a reverse stock split.
• Volatility in common stock price, regardless of operating performance, leading to potential loss of investment.
• Limited experience of the management team in managing a public company, potentially affecting efficiency and compliance.
• Goodwill impairment charges could negatively impact net income and stockholders' equity.
• Reduced disclosure requirements as an emerging growth company and smaller reporting company may make common stock less attractive to investors.
• Provisions in corporate governance documents could make company acquisition more difficult and prevent management replacement.

Future Outlook

The company's strategy is focused on expanding platform capabilities, increasing monetization across commerce operations, and developing additional data and distribution-driven opportunities. This includes investing in user acquisition, enhancing data utilization for marketing and analytics, building verticalized distribution channels like the Food Channel, and pursuing strategic partnerships and acquisitions. The company expects to improve unit economics and operating efficiency through its asset-light model. However, the company explicitly states that its ability to continue as a going concern is dependent on generating sufficient cash flow or raising additional capital, which may not be available on favorable terms or at all, and could be highly dilutive to existing stockholders.

Management Comments

• Management believes the company's integrated approach and first-party data capabilities differentiate it from competitors.
• Management believes the company's competitive strengths are derived from the combination of its technology platform, operating model, and data capabilities, positioning it for future growth and scalability.
• Management intends to continuously evolve and refine products to meet consumer needs, adapting offerings to maximize value for consumers and stakeholders.
• Management expects to continue to bring on in-country supply from hundreds of new suppliers to lower shipping costs, delivery times, and address local culture and trending needs.
• Management expects the composition and scale of SG&A to shift when consolidated operations begin to normalize post-Acquisition.
• Management does not know whether additional financing will be on terms favorable or acceptable when needed, if at all.

Industry Context

StockSavvy.ai notes that Amaze Holdings' strategic pivot positions it directly within the rapidly expanding creator economy, a market characterized by high growth in digital commerce and content monetization. The company aims to compete with established e-commerce enablement platforms like Shopify and WooCommerce, as well as creator monetization services such as Patreon. Its asset-light model and focus on first-party data generation are strategic moves to differentiate itself in a competitive landscape where data privacy regulations are increasing, making proprietary data more valuable. The acquisition of Food Channel aligns with a trend towards verticalized content and commerce, aiming to capture niche audiences and enhance engagement. However, the industry is intensely competitive, with large technology companies and advertising networks possessing greater financial resources and larger datasets, posing significant challenges for Amaze Holdings to scale effectively and achieve profitability.

Comparison to Industry Standards

• The company's reported net loss of $55.2 million and accumulated deficit of $84.5 million are significantly worse than the typical financial performance of established, profitable e-commerce or software platforms like Shopify, which consistently report substantial revenues and often profits or positive cash flows.
• The goodwill impairment of $34.3 million suggests that the acquired Amaze Software's valuation or expected synergies have not met initial expectations, a common risk in M&A but a substantial write-down for a company of this size.
• The working capital deficit of $20 million indicates severe liquidity challenges, contrasting sharply with financially healthy companies in the software industry that typically maintain strong liquidity positions to fund growth and operations.
• The identified material weaknesses in internal controls over financial reporting are below industry best practices for public companies, which prioritize robust internal controls to ensure reliable financial reporting and investor confidence.
• The risk of delisting from the NYSE American due to low share price and potential non-compliance with listing standards is a critical indicator of underperformance compared to peers who maintain stable exchange listings.

Management Changes

Corporate Governance

Legal Proceedings

• Michaels v. Amaze Holdings, Inc.: A lawsuit alleging breach of a separation agreement, resulting in a jury award of $585,976.25 in 2024, now exceeding $600,000 with interest and costs. The judgment was affirmed on appeal in February 2025, and the supreme court denied review in May 2025. Mr. Michaels has commenced garnishment proceedings, and the company's motions to compel satisfaction of judgment are pending as of March 2026.
• G&I IX Aviation LLC v. Teespring, Inc. et al.: A lawsuit for unpaid rent and attorneys' fees, with a court granting summary judgment on February 13, 2026, awarding liquidated damages of $1,311,986 plus costs and attorney fees against Amaze Holding Company LLC. The company plans to appeal.
• Dubow Decorating, Inc. v. Amaze Software, Inc.: A lawsuit filed April 16, 2025, claiming $394,000 in damages for unpaid invoices. The company asserted counterclaims for defamation and tortious interference. The lawsuit was settled in November 2025 for $185,000 with monthly payments through September 2026.
• DinoCloud, Inc. v. Amaze Software, Inc.: A lawsuit filed February 25, 2025, alleging breach of contract, detrimental reliance, and unjust enrichment, claiming $202,000 in damages. Discovery is ongoing.
• Baron App, Inc. dba Cameo v. Amaze Holding Company LLC: A lawsuit filed May 30, 2025, alleging breach of contract and damages in excess of $140,000. A tentative settlement of approximately $140,000 was reached as of March 2026, pending documentation.

Related Party Transactions

• Accrued expenses related parties amounted to $309,333 as of December 31, 2025, and December 31, 2024.

Stakeholder Impact

• Shareholders face significant dilution risk from ongoing and future capital raises, potential delisting from NYSE American, and substantial loss of investment due to the company's 'going concern' doubt and large net losses.
• Employees and contractors may experience uncertainty due to the company's financial instability and the need to attract and retain highly skilled personnel in a competitive market.
• Creditors are exposed to repayment risk given the company's substantial indebtedness and 'going concern' issues, as evidenced by the ongoing legal proceedings and settlement obligations.
• Customers and creators on the platform may be impacted by the company's financial health, potentially affecting platform stability, service quality, and the ability to attract new users and content.
• Suppliers face risks related to payment delays or non-payment, as indicated by the Dubow Decorating lawsuit and the company's overall liquidity challenges.

Next Steps

• Generate sufficient cash flow from operating activities or raise additional capital to sustain operations and address the 'going concern' doubt.
• Address and remediate identified material weaknesses in internal control over financial reporting, potentially by hiring additional accounting, finance, and IT staff and implementing new processes.
• Appeal the $1.3 million judgment in the G&I IX Aviation LLC v. Teespring, Inc. et al. lawsuit.
• Continue negotiations to extend the maturity date of the New Convertible Notes, which mature on March 11, 2026.
• Propose and seek stockholder approval for a reverse stock split at the annual meeting expected in May 2026 to maintain NYSE American listing compliance.
• Continue to expand creator and brand participation on the platform through user acquisition and functionality enhancements.
• Further develop data utilization and monetization capabilities, including data-driven marketing and advertising solutions.
• Build and scale verticalized distribution channels, such as the Food Channel, to increase visibility and engagement.
• Pursue strategic partnerships and acquisitions that enhance technology, data capabilities, or distribution reach.

Key Dates

Recommendation

The company faces severe financial distress, evidenced by a massive net loss of $55.2 million, a significant goodwill impairment, and an explicit 'going concern' warning from its auditors. Despite a strategic pivot and revenue growth from acquisitions, the underlying financial health is precarious, with a substantial working capital deficit and ongoing legal liabilities. The risk of NYSE American delisting and the need for highly dilutive future capital raises further compound the negative outlook. A seasoned investor would view these factors as indicative of extreme risk and recommend divesting.

Keywords

Creator Economy, E-commerce Platform, Software Solutions, Digital Commerce, SEC Filing, Annual Report, Financial Reporting, Going Concern, Goodwill Impairment, Capital Raise, NYSE American, Delisting Risk, Legal Proceedings, Internal Controls, Data Privacy, Supply Chain, AI Technology, Intellectual Property, Financing, Convertible Notes, Asset Acquisition, Food Channel, Fresh Vine Wine