S-1: Amaze Holdings S-1: Selling Stockholders to Resell 5.5M Shares

Sentiment:

Resale Registration Statement 1 October 2025 4:12 PM

Amaze Holdings, Inc. filed an S-1 registration statement for the resale of up to 5,524,316 shares of common stock by selling stockholders, convertible from senior secured original issue discount promissory notes.

Capital raiseOn September 11, 2025, the company issued $4,143,234.25 in senior secured original issue discount convertible promissory notes, receiving $1,000,000 in cash and exchanging approximately $3,043,234 of existing notes.Between July 1 and September 26, 2025, the company issued and sold 719,040 shares of common stock for an aggregate purchase price of $4,349,842 to C/M Capital Master Fund, LP, along with 5,318 commitment shares.On August 11, 2025, the company issued amended and restated convertible promissory notes totaling $1,200,000, which included additional loan proceeds of $600,000.Between May 14 and June 10, 2025, the company issued and sold $1,200,000 aggregate principal amount of subordinated secured promissory notes, with original issue discount of $200,000, resulting in gross proceeds of $1,000,000.Between May 2 and June 10, 2025, the company issued and sold $270,000 aggregate principal amount of OID convertible promissory notes, with original issue discount of $45,000, resulting in gross proceeds of $225,000.On April 14 and 15, 2025, the company closed on the sale of an additional $1,100,000 aggregate principal amount of secured original issue discount notes.Between March and May 2025, the company issued and sold 8,550 shares of Series C convertible preferred stock for $855,000, plus warrants to purchase 74,348 shares of common stock.On March 7, 2025, the company issued 750,000 shares of Series D convertible preferred stock and warrants to purchase 380,435 shares of common stock as part of the Amaze Software acquisition.Between April and May 2024 and October through November 2024, the company issued and sold 50,000 shares of Series B convertible preferred stock for $5.0 million.On August 2, 2023, the company issued and sold 10,000 shares of Series A convertible preferred stock for $1.0 million.

Worse than expectedThe auditor's report contains an explanatory paragraph regarding the company's ability to continue as a going concern, which is a significant negative indicator of financial health and operational viability.

Summary

Amaze Holdings, Inc. (AMZE) filed an S-1 registration statement for the resale of up to 5,524,316 shares of common stock by certain selling stockholders.
These shares are issuable upon the conversion of senior secured original issue discount convertible promissory notes (Convertible Notes) with an aggregate principal amount of $4,143,234.25.
The Convertible Notes were issued on September 11, 2025, in exchange for approximately $3,043,234 of existing notes plus accrued interest, and $1,000,000 in cash to the company.
The company will not receive any proceeds from the sale of common stock by the selling stockholders in this offering.
Amaze Holdings operates in two segments: E-commerce/Subscriptions, which includes its creator-focused platform (Studio, Spring, Teespring Marketplace), and Wine Products, featuring Fresh Vine wines.
The company qualifies as an emerging growth company and a smaller reporting company, allowing for certain reduced disclosure obligations.
The last reported sales price of common stock on the NYSE American (AMZE) was $2.37 per share on September 30, 2025.

Sentiment

Score: 3

Explanation: The filing indicates a strategic pivot and growth initiatives in the e-commerce and wine segments, but the auditor's explicit mention of a 'going concern' issue in Exhibit 23.1 is a severe negative, overshadowing any operational positives and raising significant doubts about the company's financial stability.

Positives

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 Software has grown to over 14 million users since its relaunch in 2021, with over 1.2 billion unique IP addresses visiting creator stores, indicating strong platform reach and engagement.
The company has a robust global supply chain for its E-commerce segment, capable of producing a wide variety of products on demand and shipping to over 100 countries.
Strategic partnerships, such as with Adobe for design capabilities and Pietra Studios for custom manufacturing (access to ~50,000 manufacturers), enhance creator offerings.
The re-launched Teespring Marketplace provides creators with increased exposure and a new revenue avenue for the company.
The Wine Products segment offers differentiated, premium, low-carb, low-calorie wines produced and bottled in Napa, California, appealing to health-conscious consumers.
Fresh Vine wines have received multiple awards and high ratings, including 92pt Gold Medal for Cabernet Sauvignon and 94pt Gold Medal for Brut Rosé.
The wine business utilizes a capital-efficient, asset-light operational structure by contracting with third-party suppliers and production facilities (e.g., Fior di Sole) and engaging third-party vendors for sales, marketing, and regulatory compliance.
The company maintains licenses to distribute wine to all 50 states and sell direct-to-consumer in 48 states, with relationships with leading distributors like Southern Glazers Wine & Spirits, Johnson Brothers, and Republic National Distributing Company.

Negatives

The company will not receive any proceeds from the sale of common stock by the selling stockholders in this offering, limiting direct capital infusion from this specific transaction.
The auditor's report contains an explanatory paragraph regarding the company's ability to continue as a going concern, indicating substantial doubt about its future operations.
The sale of a substantial amount of common stock by selling stockholders in the public market could adversely affect the market price of the company's common stock.
The wine industry and alcohol markets are intensely competitive, with many competitors having greater financial, technical, marketing, and other resources.
The company has limited front-end supply chain visibility for its wine business as it relies on a third-party supplier (Fior di Sole) to source grapes and bulk juice.
Selling wine through wholesale distribution channels incurs two mark-ups of approximately 30% each for distributors and retail partners, reducing revenue and margins compared to DTC sales.

Risks

The sale of a substantial amount of common stock, including the resale of 5,524,316 shares by selling stockholders, could adversely affect the market price of common stock.
The company cannot predict if and when selling stockholders may sell their shares in the public market.
Investing in the company's common stock involves a high degree of risk.
The company operates in an evolving regulatory environment with complex, often conflicting, and rapidly changing local, national, and international laws (payment processing, consumer protection, data privacy, e-commerce, sales tax, defamation).
Non-compliance with regulations could expose the company to significant liabilities, including fines and legal actions.
The company is subject to various data privacy and security regulations (U.S. state laws, GDPR, CCPA) and faces risks related to cybersecurity threats and data breaches.
The wine industry is subject to seasonality, with lower sales and net income in Q1 and higher sales and net income in Q4.
The company's business model is not significantly dependent on any single patent, copyright, trademark, or license, which could imply vulnerability if a key IP is challenged.
The company may need to defend against claims that its customers' use of products infringes on third-party intellectual property rights.

Future Outlook

The company anticipates significant growth in the creator economy, projecting social commerce, live shopping, and integrated commerce to expand from an estimated $450 billion global market in 2025 to a multi-trillion dollar market by 2027. Strategic plans include continued global expansion, integrating third-party brands, exploring technology innovations for reselling third-party products, and pursuing synergistic acquisitions to enhance the product portfolio. The company is also exploring new opportunities for creators to sell in brick-and-mortar retail venues and at live events. For the wine segment, there is an intention to further invest in DTC capabilities and expand the U.S.-based wholesale and retail distribution network, as well as pursue international distribution.

Management Comments

Aaron Day, CEO, leads with a mission to empower anyone to sell anything, anywhere with simple, scalable tools designed to bridge the worlds of creators and consumers.
The company believes its asset-light model and geographically diverse suppliers are crucial in today's market, where there is a growing demand for local, just-in-time manufacturing solutions.
Management emphasizes that the company's success is aligned with that of its creators, as revenue is primarily generated when creators succeed.
The company believes its product offerings have mass appeal among all consumers of affordable luxury wines and are positioned to complement the healthy and active lifestyles of younger generation wine consumers.

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. This growth is driven by over 450 million individuals identifying as creators. Major global platforms are increasingly competing with traditional e-commerce giants. In the e-commerce segment, the company faces significant competition from Shopify, as well as smaller regional players. The Teespring Marketplace competes in a fragmented landscape with platforms like Etsy, Redbubble, and Zazzle. In the wine industry, the company competes in an intensely competitive market with over 400,000 wine choices, facing both domestic and international producers, many of whom have greater resources and brand recognition.

Comparison to Industry Standards

Shopify is identified as a most significant rival in the Studio and Spring segments, boasting over one million seller stores and substantial global scale, contrasting with Amaze's current user base of over 14 million.
Smaller regional competitors in the e-commerce space, such as Spread Shop (Europe), FourthWall (United States), and Caf 24 (South Korea), are described as operating more like technology agencies than comprehensive technology platforms, suggesting Amaze offers a more integrated solution.
In the Teespring Marketplace, primary competitors include Etsy, Redbubble, Zazzle, Spreadshirt, and Teepublic, indicating a highly fragmented and competitive market.
The company's Cabernet Sauvignon was awarded a 92pt Gold Medal by The Tasting Panel Magazine, a Double Gold Medal by the 2023 Rodeo Uncorked! International Wine Competition, and a Silver Medal by the 2023 Sunset International Wine Competition, demonstrating competitive quality in the wine market.
The Limited Napa Cabernet Sauvignon Reserve received 92pt by James Suckling, and the Brut Rosé was awarded a 94pt Gold Medal by the 2023 Sunset International Wine Competition and a 90pt Gold Medal by the 2023 Sommeliers Choice Award, indicating strong performance against industry benchmarks for wine quality.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Anti-takeover Provisions	The articles of incorporation and bylaws contain provisions that may delay, defer, or discourage another party from acquiring control, including no cumulative voting, advance notice procedures for stockholder proposals, and restrictions on calling special meetings.	N/A	These provisions are designed to encourage negotiation with the board and may result in better terms for stockholders in an acquisition, but could also discourage acquisitions that some stockholders might favor.
Nevada Law Provisions	The company's articles of incorporation and bylaws do not exempt its common stock from Nevada Revised Statutes governing acquisition of controlling interest (20%, 33-1/3%, 50% thresholds) and business combinations with interested stockholders (10% or more beneficial ownership).	N/A	These provisions may deter third parties from making takeover bids or make it more difficult to effect a change in control, potentially decreasing the chance for stockholders to realize a premium for their shares.
Director Removal	Nevada Revised Statutes require a vote of stockholders representing not less than two-thirds of the voting power of issued and outstanding stock entitled to vote to remove a director.	N/A	This makes it more difficult for stockholders to remove directors compared to a simple majority requirement.
Exclusive Forum Selection	Bylaws designate the Eighth Judicial District Court of Clark County, Nevada (or federal/state courts in Nevada) as the exclusive forum for certain corporate actions, excluding Securities Act or Exchange Act claims.	N/A	Aims for increased consistency in applying Nevada law but may discourage lawsuits against directors and officers, though it does not waive compliance with federal securities laws.
Corporate Opportunities Renunciation	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.	N/A	Allows Nechio & Novak, LLC and its affiliates to pursue opportunities without obligation to the company, potentially limiting the company's growth avenues.

Related Party Transactions

One of the accredited investors in the $1,200,000 aggregate principal amount of subordinated secured promissory notes issued between May 14 and June 10, 2025, is an affiliate of David Yacullo, a director of the company.

Stakeholder Impact

Shareholders face potential dilution of their ownership interest and downward pressure on the market price of common stock due to the resale of 5,524,316 shares by selling stockholders.
Selling stockholders will gain liquidity by being able to sell their shares in the public market.
The company will not receive any direct cash proceeds from the resale of shares by selling stockholders, meaning no immediate capital infusion for operations or growth from this specific offering.
The 'going concern' explanatory paragraph from the auditor raises significant concerns for all stakeholders regarding the company's long-term viability and ability to meet its obligations.

Next Steps

Selling stockholders may offer and sell or otherwise dispose of up to 5,524,316 shares of common stock from time to time through public or private transactions.
The company plans to continue investments in creator acquisition and enhancing the overall creator experience for its E-commerce/Subscriptions segment.
The company intends to expand the range of products available for sale on its platform, including integrating third-party brands and exploring technology innovations for reselling third-party products.
The company is exploring new opportunities for creators to sell in brick-and-mortar retail venues, at live events, and in additional international locations.
For the wine segment, the company plans to further invest in Direct-to-Consumer (DTC) capabilities and expand its U.S.-based wholesale and retail distribution network.
The company intends to pursue international distribution of its wines and continue to add new varietals to the Fresh Vine Wine product portfolio.

Key Dates

Date	Description
2011-06	Amaze Software founded as Benchrank, Inc.
2011-11	Benchrank, Inc. renamed Famous Industries, Inc.
2019-05-08	Company initially organized as Fresh Grapes, LLC (Texas limited liability company).
2019-07	Alternating Proprietorship Agreement with Fior di Sole, LLC commenced.
2019-09	Custom Winemaking and Bottling Agreement with Fior di Sole, LLC.
2021-09	Aaron Day joined as Chief Executive Officer; Famous Industries rebranded to Amaze.
2021-12-08	Company converted from Texas LLC to Nevada corporation and changed name to Fresh Vine Wine, Inc.
2021-12-09	Registration statement on Form 8-A filed for common stock description.
2022-10	Company terminated internal sales team and engaged third-party sales and distribution management company.
2022-11	Amaze Software acquired certain assets of Teespring Inc., rebranded as Spring by Amaze.
2022-12-15	Company entered into agreements with vendors to issue 42,174 shares of common stock.
2023-04-27	Granted inducement awards to CEO (restricted stock, stock options, RSUs).
2023-05	Amaze Software acquired Baxter Collective Limited.
2023-05-11	Granted inducement awards to Executive VP of Sales and Marketing (restricted stock, RSUs).
2023-05-25	Granted inducement awards to CFO and Secretary (restricted stock, stock options, RSUs).
2023-08-02	Issued and sold 10,000 shares of Series A convertible preferred stock for $1.0 million.
2024-03-20	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock filed.
2024-04	Began issuing and selling Series B convertible preferred stock.
2024-10	Announced strategic partnership with Pietra Studios.
2024-10-08	Issued and sold $600,000 aggregate principal amount of secured convertible promissory notes and warrants.
2024-12	Amaze Software re-launched the www.teespring.com marketplace.
2025-02-06	Entered into securities purchase agreement to sell up to $3,300,000 of secured original issue discount notes and common stock; initial closing of $1,650,000 notes and 11,776 shares.
2025-03-07	Acquired Amaze Software, Inc. and issued 750,000 shares of Series D convertible preferred stock and warrants.
2025-03-07	Amended and Restated Agreement and Plan of Merger dated.
2025-03-24	Company changed name from Fresh Vine Wine, Inc. to Amaze Holdings, Inc.
2025-03	Began issuing and selling Series C convertible preferred stock.
2025-04-14	Closed on sale of additional $1,100,000 aggregate principal amount of notes.
2025-05-02	Began issuing and selling $270,000 aggregate principal amount of OID convertible promissory notes and warrants.
2025-05-06	Securities purchase agreement with C/M Capital Master Fund, LP for equity line of credit.
2025-05-14	Began issuing and selling $1,200,000 aggregate principal amount of subordinated secured promissory notes.
2025-06	Issued warrants to purchase 69,566 shares of common stock in connection with debt refinancing.
2025-06-11	Entered into note purchase agreements to issue $287,000 of promissory notes and warrants.
2025-06-12	All outstanding Series D convertible preferred stock automatically converted into 4,076,115 shares of common stock.
2025-06-12	Effected a 1-for-23 reverse stock split of common stock.
2025-06-18	Issued 22,608 shares of common stock to an accredited investor for business development services.
2025-07-01	Began issuing and selling 719,040 shares of common stock to C/M Capital Master Fund, LP.
2025-07-11	Issued 100,000 shares of common stock to an accredited investor for strategic advisory services.
2025-08-11	Issued amended and restated convertible promissory notes in the aggregate principal amount of $1,200,000, reflecting additional loan proceeds of $600,000.
2025-08-26	Company employed 39 full-time employees and engaged 34 independent contractors.
2025-09-03	6,335,621 shares of common stock outstanding.
2025-09-11	Entered into a securities purchase agreement to issue $4,143,234.25 of senior secured original issue discount convertible promissory notes.
2025-09-17	Filed Current Report on Form 8-K regarding the September 11, 2025 Convertible Note transaction.
2025-09-26	Ended issuances and sales of common stock to C/M Capital Master Fund, LP.
2025-09-30	Last reported sales price of common stock on NYSE American was $2.37 per share.
2025-10-01	Filing date of the S-1 Registration Statement.

Recommendation

sell

The S-1 filing, while detailing strategic growth initiatives and past capital raises, includes a critical disclosure from the independent registered public accounting firm (Wipfli LLP) regarding the company's ability to continue as a 'going concern.' This indicates substantial doubt about the company's capacity to meet its financial obligations and continue operations in the foreseeable future. For a seasoned investor, a 'going concern' qualification is a major red flag that typically warrants a 'sell' recommendation, as it signals severe financial distress and high risk, regardless of operational positives or growth potential. The potential for significant dilution from the resale of 5.5 million shares by selling stockholders, without the company receiving any proceeds, further exacerbates the risk for existing and prospective shareholders.

Keywords

Amaze Holdings, S-1, Registration Statement, Convertible Notes, Common Stock Resale, E-commerce Platform, Creator Economy, Fresh Vine Wine, SEC Filing, Digital Commerce, Napa Valley Wine, Stock Dilution, Going Concern

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