10-Q: Amaze Holdings Reports Q1 2025 Results, Navigates Strategic Shift After Amaze Software Acquisition

Amaze Holdings, formerly Fresh Vine Wine, reports a net loss for Q1 2025 amidst a strategic shift following the acquisition of Amaze Software, an end-to-end, creator-powered commerce platform.

Summary

• Amaze Holdings, Inc., formerly Fresh Vine Wine, completed the acquisition of Amaze Software, Inc. on March 7, 2025.
• The company's Q1 2025 results reflect the operations of Amaze Holdings and approximately three weeks of the acquired entities.
• Net revenue for Q1 2025 was $60,214, a 42% decrease compared to $104,568 in Q1 2024.
• The company reported a gross loss of $2,576 for Q1 2025, compared to a gross loss of $111,248 for Q1 2024.
• Selling, general, and administrative expenses increased to $1,886,743 in Q1 2025 from $1,099,480 in Q1 2024.
• The net loss for Q1 2025 was $2,089,208, or $(0.13) per share, compared to a net loss of $1,212,315, or $(0.08) per share, in Q1 2024.
• As of March 31, 2025, the company had $484,314 in cash and restricted cash.
• The company has a working capital deficit of approximately $23.1 million as of March 31, 2025.
• The company projects that its existing cash balance will be sufficient to fund current operations into 2026, after which additional financing may be needed.
• The company has federal and state net operating loss carryforwards with a full valuation allowance against the deferred tax assets as of March 31, 2025.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While the acquisition of Amaze Software is a positive strategic move, the company's financial performance in Q1 2025 was weak, with declining revenue and a significant net loss. The company's ability to continue as a going concern is also a concern.

Positives

• The acquisition of Amaze Software provides a strategic pivot towards a creator-focused, end-to-end commerce platform.
• The company improved its gross loss from $111,248 in Q1 2024 to $2,576 in Q1 2025.
• The company projects that its existing cash balance will be sufficient to fund current operations into 2026.
• The company secured an equity line of credit of up to $35 million on May 6, 2025, providing potential access to additional capital.

Negatives

• Net revenue decreased by 42% to $60,214 in Q1 2025 compared to $104,568 in Q1 2024.
• The company reported a net loss of $2,089,208, or $(0.13) per share, for Q1 2025.
• The company has a working capital deficit of approximately $23.1 million as of March 31, 2025.
• The company's ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors including but not limited to, cash and cash equivalents, working capital and strategic capital raises.

Risks

• The company's ability to continue as a going concern is dependent on its ability to obtain additional financing.
• The company may require additional debt or equity financing to satisfy its existing obligations and sustain existing operations.
• The company's inability to raise additional working capital in a timely manner will negatively impact the ability to fund operations and execute the company's business plan.
• The company is involved in ongoing legal proceedings, including the Timothy Michaels lawsuit, which could result in significant financial liabilities.
• The company has material weaknesses in its internal control over financial reporting, which could affect the accuracy and reliability of its financial statements.

Future Outlook

The company expects the results of operations for the second quarter of 2025 to provide a more comprehensive view of the combined business, as the business combination with Amaze Software, Inc. was completed in March 2025. The company projects that its existing cash balance will be sufficient to fund current operations into 2026, after which additional financing may be needed.

Management Comments

• Management expects the results of operations for the second quarter of 2025 to provide a more comprehensive view of the combined business.

Industry Context

The company is transitioning to a platform-based digital commerce business focused on enabling creators and brands to monetize through direct audience engagement, aligning with the growing creator economy.

Comparison to Industry Standards

• The company's asset-light model, leveraging third-party resources, is a common strategy in the e-commerce industry to mitigate risks associated with launching new brands.
• The company's focus on building brand recognition through social media channels aligns with industry trends in digital marketing and creator engagement.
• The company's strategy of centralizing control and ownership of fan interactions and data is a key differentiator in the competitive landscape of creator platforms.

Legal Proceedings

• The company is involved in ongoing legal proceedings, including the Timothy Michaels lawsuit, G&I IX Aviation LLC v. Teespring, Inc. et al., Dubow Decorating, Inc. v. Amaze Software, Inc., and DinoCloud, Inc. v. Amaze Software, Inc.

Stakeholder Impact

• The company's financial performance and strategic decisions could impact shareholders, employees, customers, and creditors.
• The company's ability to continue as a going concern is a key factor that could affect all stakeholders.

Next Steps

• The company expects the results of operations for the second quarter of 2025 to provide a more comprehensive view of the combined business.
• The company intends to take actions to implement processes to remediate material weaknesses in its internal control over financial reporting.
• The company will continue to pursue legal proceedings related to the Timothy Michaels lawsuit.

Key Dates

Keywords

Amaze Holdings, Amaze Software, Acquisition, Financial Results, Q1 2025, Net Revenue, Net Loss, E-commerce, Creator Platform, Wine Products