10-Q: Amaze Holdings Reports Soaring Revenue Amidst Deepening Losses

Amaze Holdings, Inc. reported a significant increase in revenue for the nine months ended September 30, 2025, driven by the Amaze Software acquisition, but also disclosed a substantial net loss and ongoing concerns about its ability to continue as a going concern.

Summary

• Total net revenue for the three months ended September 30, 2025, was approximately $1,254,000, an 1884% increase from $63,000 in the prior year period, primarily due to the Amaze Software acquisition.
• Total net revenue for the nine months ended September 30, 2025, was approximately $2,184,000, up 817% from $238,000 in the prior year period.
• The company reported a net loss of approximately $5.1 million for the three months ended September 30, 2025, compared to a net loss of $0.3 million in the prior year period.
• The net loss for the nine months ended September 30, 2025, was approximately $12.3 million, compared to $2.4 million in the prior year period.
• Gross income for the three months ended September 30, 2025, was $1,172,890, a 668% increase from $152,646 in the prior year, attributed to the operating leverage of the Amaze platform.
• As of September 30, 2025, the company had an accumulated deficit of approximately $41.6 million and a working capital deficit of approximately $26.0 million.
• Cash and restricted cash at the end of the period was $299,938, with net cash used in operating activities of $9.8 million for the nine months ended September 30, 2025.
• The company completed the acquisition of Amaze Software, Inc. on March 7, 2025, pivoting to a creator-powered commerce platform.
• Goodwill of $97,165,375 was recorded from the Amaze Software acquisition, with the purchase price allocation still preliminary.
• The company issued 588,758 shares of restricted stock in August 2025, vesting 100% on December 13, 2025, resulting in $768,403 in equity-based compensation for the quarter.
• Outstanding common stock as of November 14, 2025, was 19,941,815 shares.

Sentiment

Score: 3

Explanation: While revenue growth is substantial due to the acquisition, the significant increase in net loss, large working capital deficit, explicit 'going concern' doubt, and identified material weaknesses in internal controls indicate a highly precarious financial position. The numerous capital raises, while necessary, also highlight the company's reliance on external funding and potential for dilution. The sentiment is negative due to the severe financial challenges despite strategic shifts.

Positives

• Revenue significantly increased by 1884% for the three months and 817% for the nine months ended September 30, 2025, primarily due to the Amaze Software acquisition.
• Gross income improved substantially to $1,172,890 for the three months and $1,957,826 for the nine months ended September 30, 2025, reflecting improved margin profile from the Amaze platform's operating leverage.
• Resolved NYSE American stockholders' equity deficiency, regaining compliance with listing standards as of March 10, 2025.
• The company's asset-light model, leveraging third-party resources, mitigates risks associated with launching new brands and reduces reliance on single vendors.

Negatives

• Net loss significantly widened to $5.1 million for the three months and $12.3 million for the nine months ended September 30, 2025.
• Operating loss increased to $4.4 million for the three months and $10.5 million for the nine months ended September 30, 2025.
• Accumulated deficit reached approximately $41.6 million as of September 30, 2025.
• Working capital deficit was approximately $26.0 million as of September 30, 2025.
• Cash used in operating activities increased to $9.8 million for the nine months ended September 30, 2025.
• Substantial doubt exists about the company's ability to continue as a going concern due to historical losses and negative cash flows.
• Significant increase in selling, general, and administrative expenses to $4.8 million for the three months and $11.5 million for the nine months ended September 30, 2025.
• Interest expense increased to $480,007 for the three months and $1,404,995 for the nine months ended September 30, 2025, largely tied to new financing instruments.
• Loss on extinguishment of liabilities of approximately $299,000 for the three months and $281,000 for the nine months ended September 30, 2025, due to debt exchanges/amendments.
• Identified material weaknesses in internal control over financial reporting, including lack of segregation of duties and controls for sales refunds, revenue presentation, foreign currency adjustments, and accounts payable.

Risks

• Inability to obtain additional capital to fund operations and growth, potentially leading to delays, reductions, or elimination of development and expansion efforts.
• Substantial indebtedness could adversely affect financial condition, limit ability to raise additional capital, and prevent fulfillment of obligations.
• Intense competition in the e-commerce marketplace from online and offline competitors, including large platforms with greater resources.
• Failure to keep pace with rapid technological changes, enhance current offerings, and develop new offerings to meet evolving needs of sellers and buyers.
• Fluctuating revenue growth rate and financial performance, making it difficult to predict demand for services or products.
• Dependence on attracting and retaining active and engaged communities of buyers and sellers; loss of either could harm financial performance.
• Reliance on sellers to provide a fulfilling experience to buyers; negative experiences or inability to fulfill orders could damage reputation.
• Changes in social media platform algorithms, policies, or user preferences could significantly impact business model and creator engagement.
• Software complexity and potential for undetected errors or vulnerabilities, especially with continuous deployment and reliance on AI/ML systems.
• Heavy reliance on Amazon Web Services (AWS) for computing, storage, and data processing; significant disruption could harm operations.
• Risk of technology disruption, misuse/disclosure of personal data, or security breaches leading to liability, expenses, and reputational damage.
• Dependence on third-party services and technology (cloud providers, marketing platforms, payment/shipping providers) for maintaining and scaling platforms.
• Insufficient production and disaster recovery systems could harm growth prospects and reputation in the event of a cyber-related incident.
• Reliance on access to third-party services, platforms, and infrastructure (internet, mobile networks, app stores, social media) which could be disrupted or restricted.
• Insurance may not cover or mitigate all business risks, especially in evolving areas like platform product liability.
• Enforcement of marketplace policies may negatively impact brands, reputation, and/or financial performance due to errors, inconsistencies, or conflicting standards.
• Failure to effectively deal with fraud or other illegal activity could harm the business and lead to fines or loss of payment options.
• Reputation may be harmed if community members use unethical business practices or if third-parties use marketplaces for illegal/unethical activities.
• Regular claims alleging counterfeit, infringing, illegal, or harmful items listed by sellers, potentially leading to liability and significant costs.
• Challenges in international expansion and operations due to cultural differences, regulatory complexities, and political/economic instability.
• Technology infrastructure may not scale effectively with growth, requiring significant investment.
• Creator data analytics capabilities require ongoing investment and development, with no guarantee of additional revenue.
• Reliance on senior management and key technical employees; failure to retain or integrate them could adversely affect the business.
• Goodwill impairment charges could negatively impact net income and stockholders' equity due to adverse changes in conditions or performance.
• Expanding and evolving regulations in privacy and user data protection (e.g., GDPR, CCPA) creating compliance obligations and potential liability.
• Inability to adequately protect intellectual property (copyright, trademark, patent, trade secret) from unauthorized use or misappropriation.
• Risk of being sued by third parties for alleged infringement of proprietary rights, leading to costly litigation or restrictions on technology use.
• Adverse effects from economic downturns, inflation, natural disasters, public health crises, political crises, or geopolitical events.
• Increased costs and management time due to operating as a public company and complying with regulatory requirements.
• Dilution of stockholders' ownership interests from the issuance of additional capital stock in future financings or acquisitions.
• Failure to maintain continued compliance with NYSE American listing requirements could result in delisting.
• Volatility or decline in common stock price regardless of operating performance, leading to potential loss of investment.
• Limited experience of management team in managing a public company.
• Litigation specifically directed at the alcoholic beverage industry, product liability, or other ordinary course business disputes.
• Catastrophic loss or inaccessibility of wineries, production facilities, and/or distribution systems from natural disasters, potentially not fully covered by insurance.
• Changes to the interpretation or enforcement of alcohol beverage regulations, increasing costs or limiting sales.
• New and changing environmental requirements and market pressures related to climate change affecting costs and operations.
• Dependence on distributors for wine sales in the U.S. three-tier system; reduction in demand or changes in relationships could harm business.
• Risks associated with expanding direct-to-consumer wine sales, including competition, operational challenges, and changes in legal/regulatory framework.
• Inclement weather, drought, pests, and plant diseases reducing grape quality/quantity for wine production.
• Inability to obtain adequate supplies of premium juice or other raw materials (corks, bottles, barrels) or increases in their cost.
• Litigation with former Chief Operating Officer, Timothy Michaels, with judgment affirmed on appeal and garnishment proceedings pending.

Future Outlook

The company projects that its existing cash balance, combined with additional financing from the equity line of credit and expected inventory sales, will be sufficient to fund current operations into 2026. However, additional financing or capital may be needed thereafter, and there is no guarantee it will be available on favorable terms or at all. The company expects to incur continued losses for the foreseeable future as it invests in marketplace development, marketing, and operational expansion. Revenue is anticipated to peak during the October-December quarter due to holiday consumer demand.

Management Comments

• The financial results for the quarter ended September 30, 2025, reflect the full operations for Amaze Holdings, Inc. and its subsidiaries, marking a significant corporate transition and strategic pivot toward a platform-based digital commerce business.
• Our improved margin profile is attributed to the operating leverage of the Amaze platform, which enables high-margin digital and physical sales with lower incremental cost compared to traditional wholesale models.
• We expected the composition and scale of SG&A to shift in the third quarter as consolidated operations begin to normalize post-merger.
• We are focused on driving visibility and awareness across multiple formats and marketing channels, leveraging both traditional methods and cutting-edge digital practices to create a lasting and recognizable presence in creators and consumers minds.
• Amaze centralizes the control and ownership of all fan interactions and data for purchases made within our ecosystem, which is a critical element of building long-term brand success.
• We are constantly bringing on new suppliers, products and services to help creators in every step of their business evolution.
• We expect 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 is designing processes to keep authorization, recordkeeping, custody of assets, and reconciliation duties separate, and intends to reevaluate its overall staffing levels within the accounting, finance and information technology departments and may hire additional staff to enable segregation of duties to remediate material weaknesses in internal controls.

Industry Context

Amaze Holdings is pivoting from a wine-focused business to an innovative software company empowering creators through e-commerce and social commerce solutions. This aligns with the broader industry trend of the 'creator economy' and the increasing demand for direct-to-consumer (DTC) and digital monetization platforms. The company's asset-light model and focus on global supply chain efficiency are competitive strategies in this rapidly evolving digital market. The legacy wine business operates in a highly competitive and fragmented market, facing challenges from consolidation, changing consumer preferences, and reliance on a three-tier distribution system, which contrasts sharply with the direct engagement model of the new e-commerce segment.

Comparison to Industry Standards

• The company's pivot to a creator-powered commerce platform positions it against established players like Shopify, Etsy, and various social commerce tools, as well as emerging platforms focused on creator monetization. The filing does not provide specific comparable company metrics or project results for direct benchmarking.
• The 'asset-light model' and leveraging third-party resources for production and distribution are common strategies among modern e-commerce platforms to reduce inventory risk and increase flexibility, similar to models seen in dropshipping or print-on-demand services.
• The wine segment operates in a highly competitive market with large suppliers like E&J Gallo, Constellation, and Duckhorn. The filing highlights the challenge of competing with these established players who have more robust financial, technical, marketing, and distribution networks.
• The company's gross margin improvement in the e-commerce segment, attributed to 'operating leverage,' suggests a business model that can scale more efficiently than traditional physical product sales, which is a positive indicator for software-driven platforms compared to manufacturing or wholesale businesses.

Management Changes

Corporate Governance

Legal Proceedings

• Timothy Michaels v. Fresh Vine Wine, Inc.: Jury awarded $585,976.25 in damages against the company on January 25, 2024. Court of appeals affirmed judgment in February 2025, adding $21,644. Supreme court denied review on May 13, 2025. Garnishment proceedings and a motion for appointment of a limited receiver (denied October 30, 2025) are pending to collect on the judgment. Approximately $342,000 was accrued as a settlement payable as of September 30, 2025.
• G&I IX Aviation LLC v. Teespring, Inc. et al.: Amaze Holding Company LLC is a defendant. Plaintiff demands $868,513.34 in unpaid rent plus attorneys' fees. Plaintiff's second motion for summary judgment filed August 28, 2025, is fully briefed and awaiting hearing. No trial date set.
• Dubow Decorating, Inc. v. Amaze Software Inc.: Litigation settled on November 5, 2025, with $185,000 accrued in accounts payable.
• DinoCloud, Inc. v. Amaze Software, Inc.: Plaintiff alleges breach of contract, breach of good faith and fair dealing, detrimental reliance, and unjust enrichment, claiming $202,000 in damages. Discovery has started.

Related Party Transactions

• Accrued expenses related parties of $309,333 as of September 30, 2025 and December 31, 2024, related to license agreements with certain equity investors for marketing and advertising services, which were terminated in Q3 2023.

Stakeholder Impact

• Shareholders: Significant dilution risk from ongoing and future capital raises (equity line, ATM offering, convertible notes). The substantial net losses and going concern doubt pose a high risk to investment value. The reverse stock split aimed to maintain NYSE listing but may not guarantee long-term price stability.
• Employees: Potential impact on morale and productivity due to financial instability and the need for additional staffing to address internal control weaknesses. Equity-based compensation is a significant component of compensation.
• Customers (Creators/Buyers): The pivot to a creator-focused platform aims to empower creators and provide seamless commerce experiences. However, technology disruptions, security breaches, or issues with seller fulfillment could negatively impact customer trust and engagement.
• Suppliers/Creditors: Increased risk due to the company's substantial indebtedness and working capital deficit. Delays in payments or inability to meet obligations could strain relationships. The settlement payable from the Michaels lawsuit and other legal proceedings represent direct financial obligations.
• Regulatory Authorities: Ongoing scrutiny due to NYSE listing requirements, financial reporting (material weaknesses), and legal proceedings. Compliance with evolving e-commerce, privacy, and alcohol beverage regulations is a continuous challenge.

Next Steps

• Complete formal valuation analysis for the Amaze Software acquisition purchase price allocation within one year from the acquisition date.
• Implement processes to ensure segregation of incompatible duties within accounting and reporting functions.
• Reevaluate overall staffing levels within accounting, finance, and information technology departments and potentially hire additional staff.
• Design and implement additional internal controls for proper support and timely reconciliation of all general ledger accounts.
• Continue to seek additional debt or equity financing to sustain existing operations beyond 2026.
• Monitor developments regarding ASU 2024-03 and ASU 2023-09 to determine their impact on financial statements and disclosures.
• Continue discovery in the DinoCloud, Inc. v. Amaze Software, Inc. lawsuit.
• Await hearing for Plaintiff's second motion for summary judgment in G&I IX Aviation LLC v. Teespring, Inc. et al.
• Continue to sell shares under the At The Market Offering Agreement and ELOC Agreement.
• Close Tranche 1 and Tranche 2 of the Parler A&R Purchase Agreement on or before November 30, 2025.
• Close Tranche 3 of the Parler A&R Purchase Agreement on or before December 31, 2025.
• Outstanding principal and accrued interest on the Food Channel Convertible Note will convert into common stock on January 6, 2026.

Key Dates

Recommendation

The filing reveals a company in a highly distressed financial state, explicitly stating 'substantial doubt about our ability to continue as a going concern.' Despite a significant revenue increase driven by an acquisition, net losses have widened dramatically, and the company operates with a substantial working capital deficit. The reliance on continuous, highly dilutive capital raises (equity line, ATM offering, convertible notes) to fund operations, coupled with identified material weaknesses in internal controls, indicates severe operational and financial instability. Ongoing legal proceedings, including a judgment against the company with active collection efforts, add further financial strain and uncertainty. For a seasoned investor, these factors collectively point to an extremely high-risk investment with a strong likelihood of further value erosion and potential bankruptcy, warranting a 'strong sell' recommendation.

Keywords

Creator Economy, E-commerce Platform, Software Solutions, Social Commerce, Digital Commerce, SEC Filing, 10-Q, Financial Results, Net Loss, Revenue Growth, Going Concern, Amaze Software Acquisition, Convertible Notes, Equity Line of Credit, Risk Factors, Corporate Governance, Internal Controls, Liquidity, Working Capital Deficit, Wine Business, Direct-to-Consumer, Wholesale, Intellectual Property, Cybersecurity, Legal Proceedings, NYSE American Listing