S-1/A: Amaze Holdings Secures $35 Million Equity Line Amidst Persistent Losses and Going Concern Warning

Amaze Holdings, Inc. has filed an amended registration statement to facilitate the potential sale of up to $35 million in common stock to a selling stockholder, as the company continues to report substantial losses and faces going concern uncertainties.

Summary

• Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) completed the acquisition of Amaze Software, Inc. on March 7, 2025, strategically pivoting towards a platform-based digital commerce business focused on enabling creators and brands.
• The company now operates in two segments: E-commerce/Subscriptions, which includes a creator-focused commerce platform, and Wine Products, which sells Fresh Vine wines.
• On May 6, 2025, Amaze Holdings entered into a Securities Purchase Agreement with C/M Capital Master Fund, LP, establishing an equity line of credit for up to $35 million in newly issued common stock over a 36-month term.
• The company will not receive proceeds from the selling stockholder's resale of shares, but will receive up to $35 million in aggregate gross proceeds from sales made directly to the selling stockholder under the Purchase Agreement, intended for working capital and general corporate purposes.
• A 1-for-23 reverse stock split of outstanding common stock was effective on June 12, 2025, with all share and per share information in the prospectus presented on a post-split basis.
• Amaze Holdings reported significant net losses of approximately $2.5 million for the year ended December 31, 2024, and $10.6 million for the year ended December 31, 2023.
• As of March 31, 2025, the company had a net loss of $2.1 million and an accumulated deficit of $31.3 million.
• The company's history of operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern.
• Stockholder approval was obtained on June 12, 2025, to issue shares to the selling stockholder in excess of the NYSE American's 19.99% Exchange Cap.
• The selling stockholder received 23,631 Commitment Shares on the date of the Purchase Agreement and may receive an additional $262,500 worth of Commitment Shares pro rata with future purchases.

Sentiment

Score: 3

Explanation: While the company is pursuing a strategic pivot into a high-growth market and has secured an equity line, the persistent significant losses, accumulated deficit, substantial debt, and explicit 'going concern' warning from auditors indicate a highly precarious financial position. The equity line, while providing capital, also introduces substantial dilution risk. The legal judgment and internal control weaknesses further add to the negative outlook.

Positives

• The acquisition of Amaze Software, Inc. marks a significant strategic pivot towards the rapidly expanding platform-based digital commerce and 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 a global network of geographically diverse suppliers to mitigate risks like excess inventory and product availability delays.
• The company has successfully grown its e-commerce user base to over 14 million creators since 2021, with over 1.2 billion unique IP addresses visiting Amaze creator stores, demonstrating significant reach and engagement.
• Strategic partnerships, such as with Pietra Studios, provide creators access to a network of approximately 50,000 custom manufacturers, enhancing product offerings and brand-building opportunities.
• The Wine Products segment produces premium, low-carb, low-calorie wines, with several varietals receiving awards and high ratings (e.g., Cabernet Sauvignon awarded 92pt Gold Medal by The Tasting Panel Magazine, Brut Ros awarded 94pt Gold Medal by Sunset International Wine Competition).
• The wine business also utilizes an asset-light operating model by contracting with third-party suppliers and production facilities in Napa Valley, reducing capital investment and mitigating agricultural risks.
• The company has secured an equity line of credit for up to $35 million, providing a potential source of capital for working capital and general corporate purposes.
• Stockholder approval was obtained on June 12, 2025, to issue shares to the selling stockholder in excess of the NYSE American's 19.99% Exchange Cap, facilitating the full utilization of the equity line.

Negatives

• The company has a limited operating history, particularly with the combined businesses, making it difficult to evaluate current business and future prospects and increasing investment risk.
• Amaze Holdings has incurred significant net losses, including approximately $2.5 million for the year ended December 31, 2024, and $10.6 million for the year ended December 31, 2023, and expects continued losses for the foreseeable future.
• As of March 31, 2025, the company had an accumulated deficit of $31.3 million.
• There is substantial doubt about the company's ability to continue as a going concern due to its history of operating losses and negative cash flows.
• The company has substantial indebtedness of approximately $7.4 million as of May 31, 2025, with $5.1 million secured, which could adversely affect its financial condition and limit its ability to raise additional capital.
• The equity line of credit presents a high risk of substantial dilution to existing stockholders, as the selling stockholder purchases shares at a discount and may resell them immediately, potentially causing stock price declines.
• The company has identified material weaknesses in its internal control over financial reporting, including a lack of segregation of duties and control deficiencies in accounting for sales refunds, revenue presentation, foreign currency adjustments, and accounts payable.
• Amaze Holdings was a defendant in a lawsuit with its former Chief Operating Officer, Timothy Michaels, resulting in a jury verdict of $585,976 against the company, plus an additional $21,644 on appeal, which is not covered by insurance.
• Both the e-commerce and wine segments face intense competition from numerous market participants, including larger, more established companies with greater resources.
• The company's reliance on third-party suppliers and service providers across both business segments introduces operational risks and potential disruptions to production and distribution.

Risks

• Limited operating history may make it difficult to evaluate current business and future prospects, increasing investment risk.
• History of significant losses and expectation of continued losses for the foreseeable future.
• Substantial doubt about the ability to continue as a going concern due to operating losses and negative cash flows.
• Inability to obtain additional capital when needed or on acceptable terms could force delays or elimination of development and expansion efforts.
• Substantial indebtedness could adversely affect financial condition, limit capital raising, and prevent fulfillment of obligations.
• Intense competition in e-commerce marketplaces from online and offline competitors, including larger platforms with greater resources.
• Failure to keep pace with rapid technological changes, enhance current offerings, and develop new offerings could harm business and financial performance.
• Fluctuating revenue growth rate and financial performance make demand prediction difficult.
• Dependence on attracting and retaining active and engaged communities of buyers and sellers.
• Reliance on sellers to provide a fulfilling experience to buyers, with potential negative impacts from seller issues.
• Changes in social media platform algorithms, policies, or user preferences could significantly impact the business model and creator engagement.
• Software is highly complex and may contain undetected errors, especially with continuous deployment and reliance on AI/ML systems.
• Heavy reliance on Amazon Web Services (AWS) for e-commerce operations, with significant disruption risks.
• Technology disruptions, misuse/disclosure of personal data, or inability to protect against vulnerabilities could lead to liability, expenses, and reputational damage.
• Dependence on third-party services and technology for maintaining and scaling platforms and business operations.
• Insufficient production and disaster recovery systems could harm growth prospects and reputation in case of cyber-related incidents.
• Insurance may not cover or mitigate all business risks, including cyber events, errors and omissions, or platform product liability.
• Enforcement of marketplace policies may negatively impact brands, reputation, and financial performance due to errors or disagreements.
• Failure to deal effectively with fraud or other illegal activity could harm the business and reputation.
• Reputation may be harmed if community members use unethical business practices.
• Brands may be harmed if third-parties or community members use marketplaces for illegal or unethical business practices.
• Regular claims alleging counterfeit, infringing, illegal, or harmful items listed by sellers, with potential for civil/criminal liability.
• Challenges in international expansion and operations due to cultural differences, regulatory complexities, and political instability.
• Technology infrastructure may not scale effectively with growth, impacting competitive position.
• Creator data analytics capabilities require ongoing investment and development, with no guarantee of revenue generation.
• Reliance on senior management and key technical employees; failure to retain or integrate them could have an adverse effect.
• Operational and financial risks in connection with acquisitions, including integration challenges and potential dilution.
• Goodwill impairment charges could negatively impact net income and stockholders' equity.
• Payment systems are subject to a complex landscape of evolving laws, regulations, rules, and standards, leading to compliance costs and potential liabilities.
• Expanding and evolving regulations in privacy and user data protection (e.g., GDPR, CCPA) could create technological, economic, and cross-border impediments.
• Business is subject to many evolving U.S. and non-U.S. laws, leading to compliance costs and potential restrictions.
• Increased regulation of technology companies, even if focused on larger platforms, may impact smaller platforms and businesses like Amaze.
• Inability to adequately protect intellectual property (copyright, trademark, patent, trade secrets) could diminish brand value and customer trust.
• Potential lawsuits from third parties for alleged infringement of proprietary rights, which could be costly and limit technology use.
• Fluctuations in tax obligations and effective tax rate due to changes in tax law, regulations, or business operations.
• Success of the wine business depends heavily on brand strength and critical reception.
• Advertising and promotional investments may not be effective in increasing sales or building brand strength.
• Heavy reliance on third-party suppliers and service providers for wine production and distribution, with risks of inconsistency or disruption.
• Significant competition in the wine industry from numerous domestic and foreign producers.
• Consolidation of wine distributors and retailers may increase competition and erode margins.
• Reduction in consumer demand for wine due to demographic shifts, discretionary spending changes, or health concerns.
• Significant reduction in distributor demand for wines due to the three-tier system.
• Expansion into direct-to-consumer (DTC) channel presents risks and challenges, including competition and regulatory changes.
• Inclement weather, drought, pests, plant diseases, and other factors could reduce grape quality/quantity for wine production.
• Inability to obtain adequate supplies of premium juice from third-party suppliers could affect wine quantity or quality.
• Inability to identify and obtain adequate supplies of quality agricultural, raw, and processed materials (corks, bottles, barrels, water) or cost increases could negatively impact profitability.
• Not fully insured against catastrophic perils (fire, wildfire, flood, earthquake) for wineries, production, and distribution systems.
• Potential litigation specifically directed at the alcoholic beverage industry, or arising in the ordinary course of business.
• Increased costs as a result of operating as a public company, diverting management time.
• Management team has limited experience managing a public company.
• Failure to maintain continued compliance with NYSE American listing requirements could result in delisting.
• Stock price volatility and potential decline regardless of operating performance, leading to loss of investment.
• Reverse stock split may not achieve intended results, negatively impacting market price and investment value.
• Active trading market for common stock may not be sustained.
• Issuance of additional capital stock will dilute all other stockholders.
• Reduced disclosure requirements as an emerging growth company and smaller reporting company may make common stock less attractive to investors.
• No intention to pay dividends, limiting returns to stock value appreciation.

Future Outlook

Amaze Holdings expects its expenses to increase as it invests in marketplace development, marketing efforts, and expands operations, including operational, compliance, payments, and financial infrastructure as a public company. The company anticipates needing substantial additional revenue to achieve and sustain profitability and will require further capital to fund its operations and growth. It intends to use net proceeds from the equity line for working capital and general corporate purposes, potentially including acquisitions or investments in complementary businesses. The company plans to continue expanding internationally, making significant investments in creator acquisition and experience, and broadening its e-commerce product offerings through global expansion, third-party brand integration, and exploring new selling opportunities in physical retail and live events. For its wine business, Amaze Holdings aims to continue building brand visibility, expanding distribution networks (both wholesale and direct-to-consumer), pursuing international distribution, embracing disruptive technologies, strengthening supply chain relationships, and developing new 'better-for-you' wine varietals and innovative packaging. The company expects to be impacted by the seasonal fluctuations typical of the wine industry, with higher sales in the fourth quarter. Amaze Holdings does not intend to pay cash dividends in the foreseeable future, retaining earnings for business development.

Management Comments

• "Our mission: To empower anyone to sell anything, anywhere with simple tools that connect."
• "We believe this positions us as an ideal launchpad for millions of creators seeking to diversify their revenue streams and establish a sustainable online presence."
• "We believe this is particularly crucial in today’s market, where there is a growing demand for local, just-in-time manufacturing solutions."
• "We believe that it presents today’s consumers with a unique value proposition within this price category."
• "We believe that Mr. Whetstone’s association with our brand increases consumer awareness and speaks to the quality of our varietals."
• "We believe that this designation [Napa Valley] impacts consumption decisions of many wine drinkers, as Napa Valley-produced wines are considered by many to be a sign of superior production quality."
• "We believe that leveraging our network of supply chain and compliance partners, consultants and service providers enables us to avoid potential costly and lengthy delays on nearly every aspect of our business, from grapes to packaging materials, and will accelerate our return on capital due to our limited need to procure expensive equipment, real estate, and other capital-intensive resources."
• "We believe these systems are scalable to support our growth plans."
• "We consider our relationship with our employees to be good."

Industry Context

Amaze Holdings is strategically pivoting into 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 sector sees major global platforms like YouTube, TikTok, and Instagram increasingly competing with traditional e-commerce giants such as Amazon and eBay. In the e-commerce segment, Amaze faces significant competition from established players like Shopify, which boasts over one million seller stores, and smaller regional competitors like Spread Shop, FourthWall, and Caf 24. The Teespring Marketplace operates in a highly fragmented competitive landscape against rivals such as Etsy, Redbubble, and Zazzle. The wine industry, where Amaze also operates, is intensely competitive and highly fragmented, with sales concentrated among a few large suppliers like E&J Gallo and Constellation. Consumer demand for wine is influenced by demographic shifts, discretionary income, and health perceptions, with a growing preference for 'better-for-you' options. The U.S. wine market is characterized by a three-tier distribution system, making companies heavily reliant on distributors. The increasing growth of retail e-commerce, accelerated by the COVID-19 pandemic, is also reshaping the competitive landscape for wine sales.

Comparison to Industry Standards

• Amaze's e-commerce platform contrasts with its largest competitor (likely Shopify) by providing a privately built network of integrated suppliers and managing all logistics, allowing creators to focus on design and sales without engaging multiple third-party companies or downloading additional applications.
• The Teespring Marketplace competes with other fragmented marketplaces such as Etsy, Redbubble, Zazzle, Spreadshirt, and Teepublic.
• In the wine industry, Amaze's wines are priced strategically between $15 and $25 per bottle, positioning them in the 'affordable luxury' segment, while many competitors face downward price pressure to enter the under $30 category.
• Amaze's wine business leverages an asset-light model, utilizing third-party production facilities and suppliers (e.g., Fior di Sole) to avoid considerable overhead costs associated with owning vineyards or production facilities, a common capital-intensive aspect of the wine industry.
• The company's wine varietals have received notable awards and high ratings (e.g., Cabernet Sauvignon 92pt Gold Medal by The Tasting Panel Magazine, Brut Ros 94pt Gold Medal by Sunset International Wine Competition), indicating a quality level competitive with premium brands.
• Amaze's wine distribution relies on leading distributors like Southern Glazers Wine & Spirits (SGWS), Johnson Brothers, and Republic National Distributing Company (RNDC), which are major players in the U.S. three-tier system.
• The company's focus on low-carb, low-calorie, gluten-free wines positions it within the 'better-for-you' segment, catering to a growing consumer emphasis on healthy lifestyles, differentiating it from traditional wine offerings.

Corporate Governance

Legal Proceedings

• The company was a defendant in a lawsuit, Timothy Michaels v. Fresh Vine Wine, Inc., filed on May 27, 2022, in Hennepin County, Minnesota.
• On January 25, 2024, a jury rendered a verdict against the company, awarding damages to Mr. Michaels in the amount of $585,976.
• The damages awarded were not covered by the company's insurance policies.
• Mr. Michaels commenced garnishment proceedings against certain of the company's bank accounts and other third parties, which remain pending.
• In February 2025, the court of appeals affirmed the judgment and awarded an additional $21,644 in damages.
• On March 12, 2025, the company petitioned the supreme court for review, which was denied on May 13, 2025.
• As of March 31, 2025, $592,901 was accrued as a settlement payable related to this litigation.

Related Party Transactions

• On March 7, 2025, as part of the acquisition of Amaze Software, Inc., the company issued 750,000 shares of Series D convertible preferred stock and warrants to purchase an aggregate of 380,435 shares of common stock to security holders of Amaze Software, Inc.

Stakeholder Impact

• Shareholders face significant dilution risk from the equity line of credit, with the potential for shares offered for resale by the selling stockholder to represent approximately 48% of total outstanding common stock, and no cash dividends are expected in the foreseeable future.
• Employees are part of a workforce committed to diversity, inclusivity, and professional growth, with a mix of remote and in-office flexibility, and mandatory annual training programs.
• E-commerce customers (creators and brands) benefit from a platform designed to empower them with streamlined product sales, subscription offerings, and digital content delivery, leveraging an asset-light model and global supply chain integrations.
• Wine customers gain access to premium, low-carb, low-calorie wines strategically priced and distributed across the U.S. and Puerto Rico through wholesale and direct-to-consumer channels.
• Suppliers are integral to both business segments, with the company relying on a diversified network of third-party providers for e-commerce production, cloud services (AWS), grape/juice sourcing, and packaging materials for wine.
• Creditors face increased risk due to the company's substantial indebtedness of approximately $7.4 million and the explicit 'going concern' warning from auditors.
• Regulatory authorities will continue to oversee the company's compliance with extensive federal, state, and local laws across both its e-commerce and alcoholic beverage operations, including those related to payments, privacy, consumer protection, and environmental matters.

Next Steps

• The company will file further amendments to the registration statement to delay its effective date until specifically stated or determined by the SEC.
• The company may elect, in its sole discretion, to issue and sell Purchase Shares to the selling stockholder from time to time over a 36-month term.
• Net proceeds from sales to the selling stockholder are expected to be used for working capital and general corporate purposes, potentially including acquisitions or investments in complementary businesses, technologies, products, or assets.
• The company plans to continue expanding its business operations outside the United States.
• Substantial investments are intended for creator acquisition and enhancing the overall creator experience for the e-commerce segment.
• The company intends to actively pursue strategic partnerships with leading design software companies (e.g., Adobe) for its e-commerce platform.
• Plans include expanding the range of products available for sale on the platform ('Anything' component) through global expansion and integrating third-party brands.
• The company is exploring technology innovations to enable creators to resell third-party products through Amaze stores and pursuing 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.
• For the wine business, the company intends to further invest in Direct-to-Consumer (DTC) capabilities and continue to establish brand visibility, awareness, and credibility through marketing tactics.
• The company plans to expand its U.S.-based wholesale and retail distribution network and pursue international distribution of its wines.
• Future actions include embracing disruptive technologies and customer trends, expanding partnerships for wine sales, and strengthening key supply chain relationships.
• The company intends to continue adding to the Fresh Vine Wine product portfolio by developing new 'better-for-you' varietals and investing in packaging innovation.
• The company will continue to monitor developments regarding the OECD's Pillar Two project to determine any potential impact on its tax liabilities.
• The company is in the process of implementing a plan to remediate identified material weaknesses in its internal control over financial reporting.

Key Dates

Recommendation

Keywords

Amaze Holdings, Fresh Vine Wine, SEC filing, S-1/A, equity line of credit, C/M Capital Master Fund, common stock, dilution, e-commerce, creator economy, digital commerce, wine products, Napa Valley wine, financial losses, going concern, reverse stock split, NYSE American, corporate governance, risk factors, intellectual property, regulatory compliance, cybersecurity, litigation, capital raise