S-1: Amaze Holdings Secures $35 Million Equity Line, Faces Going Concern Doubt Amid Strategic E-commerce Pivot

Amaze Holdings, Inc., formerly Fresh Vine Wine, Inc., has filed an S-1 registration statement for the resale of up to 44.6 million common shares by a selling stockholder, aiming to raise up to $35 million through an equity line of credit to fund its new creator-focused e-commerce and existing wine businesses, despite significant historical losses and going concern uncertainties.

Summary

• Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) completed the acquisition of Amaze Software, Inc. on March 7, 2025, marking a strategic pivot towards a platform-based digital commerce business focused on enabling creators and brands.
• The company's business is now organized into two segments: E-commerce/Subscriptions (creator-focused platform) and Wine Products (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 aggregate gross proceeds from the sale of newly issued common stock.
• The selling stockholder may offer and sell up to 44,621,626 shares of common stock, consisting of up to 43,750,000 Purchase Shares and 871,626 Commitment Shares.
• The company will not receive proceeds from the selling stockholder's resale of shares, but may receive up to $35 million from its direct sales to the selling stockholder under the Purchase Agreement.
• Amaze Holdings reported 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 an accumulated deficit of $31.3 million, and its independent registered public accounting firm raised substantial doubt about its ability to continue as a going concern.
• Total indebtedness as of May 31, 2025, was approximately $7.4 million, with $5.1 million secured.
• The board of directors approved a 1-for-23 reverse stock split on June 2, 2025, subject to stockholder approval on June 12, 2025, primarily to meet the NYSE American's minimum bid price requirement of $3.00 per share.
• Material weaknesses in internal control over financial reporting were identified as of March 31, 2025, related to a lack of segregation of duties and inadequate controls for sales refunds, revenue presentation, foreign currency transaction adjustments, and accounts payable.

Sentiment

Score: 3

Explanation: The company is undergoing a significant strategic pivot and has secured a capital facility, which are positive steps. However, the persistent history of substantial losses, accumulated deficit, significant debt, going concern doubt, and material weaknesses in internal controls indicate severe financial challenges and high operational risk. The dilutive nature of the capital raise and the need for a reverse stock split further underscore the precarious financial position.

Positives

• The strategic pivot to the rapidly growing creator economy and digital commerce positions the company in a market projected to expand from an estimated $450 billion global market in 2025 to a multi-trillion dollar market by 2027.
• The acquisition of Amaze Software, Inc. brings an established e-commerce platform with over 14 million users and 1.2 billion unique IP addresses visiting creator stores since 2021.
• The E-commerce/Subscriptions segment operates on an asset-light model, leveraging third-party resources and global supply chain integrations (India, Australia, Mexico, US, Europe) to mitigate inventory and production risks and support shipping to over 100 countries.
• A strategic partnership with Pietra Studios grants creators access to a network of approximately 50,000 custom manufacturers, enhancing product offerings.
• The relaunch of the Teespring Marketplace provides a centralized platform that enhances visibility and monetization opportunities for creators and simplifies the purchasing process for consumers.
• The Wine Products segment offers 'better-for-you' premium wines produced and bottled in Napa, California, with strategic pricing ($15-$25 per bottle) and an association with an award-winning winemaker, Jamey Whetstone.
• The wine business has established relationships with leading distributors, including Southern Glazers Wine & Spirits, Johnson Brothers, and Republic National Distributing Company, in 11 states.
• The direct-to-consumer (DTC) channel for wine sales provides significantly higher margins, and the company plans for continued investment in this area.
• The company successfully resolved its NYSE American stockholders' equity deficiency as of March 10, 2025, maintaining its listing compliance in that regard.

Negatives

• The company has a limited operating history for the combined business, making it difficult to evaluate current business and future prospects.
• Amaze Holdings has incurred significant net losses, including $2.5 million in 2024 and $10.6 million in 2023, and had an accumulated deficit of $31.3 million as of March 31, 2025.
• 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 future capital raising.
• The equity line of credit, while providing capital, involves the sale of common stock to the selling stockholder at a discounted price (e.g., 95% of VWAP or lowest sale price), which could cause the stock price to decline and result in substantial dilution to existing stockholders.
• The company faces intense competition in both the e-commerce (e.g., Shopify, Etsy) and wine industries (e.g., E&J Gallo, Constellation), with many competitors having greater resources and name recognition.
• The company's software is highly complex and may contain undetected errors, especially with continuous deployment and increasing reliance on AI, which could impact user experience and functionality.
• Reliance on third-party services and technology (e.g., AWS, shipping carriers, payment processors) introduces risks of disruption, failure, and security breaches.
• The wine business is highly dependent on brand strength and perception by a small number of wine critics, and is vulnerable to factors like inclement weather, drought, pests, and supply chain disruptions for grapes and materials.
• The company is engaged in ongoing litigation with its former Chief Operating Officer, Timothy Michaels, with a jury verdict of $585,976 plus $21,644 in additional damages, which is not covered by insurance and has led to garnishment proceedings.
• The company may not be fully insured against catastrophic perils (e.g., fire, wildfire, flood) impacting its wine production and distribution systems, potentially leading to significant financial losses.
• Operating as a public company incurs increased costs and requires substantial management time for compliance.
• Material weaknesses in internal control over financial reporting persist as of March 31, 2025, which could adversely affect investor confidence and the accuracy of financial reports.
• The company does not intend to pay dividends on its common stock, limiting stockholder returns to stock appreciation.
• The management team has limited experience managing a public company, which could impact their ability to navigate public company responsibilities.
• The planned reverse stock split, while intended to meet listing requirements, may not achieve the desired results of improved marketability or sustained higher stock price.

Risks

• It is not possible to predict the actual number of shares of our common stock, if any, we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales or the dilution to our stockholders from those sales. Further, we may not have access to the full amount available under the Purchase Agreement.
• The selling stockholder will pay less than the then-prevailing market price for our common stock, which could cause the price of our common stock to decline.
• Investors who buy shares of common stock from the selling stockholder at different times will likely pay different prices.
• The sale of a substantial number of shares of common stock in the public market could adversely affect the prevailing market price of our shares.
• We may use proceeds from sales of our common stock made pursuant to the Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.
• We have a limited operating history, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investment.
• We are an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.
• We may not be able to obtain additional capital to fund the operations and growth of our business.
• There is substantial doubt about our ability to continue as a going concern.
• Substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness.
• We face intense competition and may not be able to compete effectively.
• If we are not able to keep pace with technological changes, enhance our current offerings, and develop new offerings to respond to the changing needs of sellers and buyers, our business, financial performance, and growth may be harmed.
• Our revenue growth rate and financial performance have fluctuated, which makes it difficult to predict the extent of demand for our services or the products sold in our marketplaces.
• Our business, financial performance, and growth depends on our ability to attract and retain active and engaged communities of buyers and sellers.
• We rely on our sellers to provide a fulfilling experience to our buyers.
• Changes in social media platform algorithms, policies, or user preferences could significantly impact our business model and creator engagement.
• Our software is highly complex and may contain undetected errors.
• We rely on Amazon Web Services (AWS) for a substantial portion of the computing, storage, data processing, networking, and other services for the Amaze Marketplace. If we experience a technology disruption, if personal data or sensitive information is misused or disclosed, or if we or our third-party providers are unable to protect against software and hardware vulnerabilities, service interruptions, cyber-related events, or other security breaches, then members of our communities may curtail use of our platforms, we may be exposed to liability or incur additional expenses, and our reputation might suffer.
• Our business depends on third-party services and technology which we utilize to maintain and scale the technology underlying our platforms and our business operations.
• Insufficient production and disaster recovery systems could, in the event of a cyber-related incident, harm our growth prospects, our business, and our reputation for maintaining trusted marketplaces.
• Our business depends on access to third-party services, platforms and infrastructure that are critical to the successful operation of our business.
• Our insurance may not cover or mitigate all the risks facing our business.
• Enforcement of our marketplace policies may negatively impact our brands, reputation, and/or our financial performance.
• Failure to deal effectively with fraud or other illegal activity could harm our business.
• Our reputation may be harmed if members of our community use unethical business practices.
• Our brands may be harmed if third-parties or members of our communities use or attempt to use our marketplaces as part of their illegal or unethical business practices.
• We regularly receive and expect to continue to receive claims alleging that items listed by sellers in our marketplaces are counterfeit, infringing, illegal, harmful, or otherwise violate our policies.
• We may face challenges in international expansion and operations.
• Our technology infrastructure may not scale effectively with growth.
• Our creator data analytics capabilities require ongoing investment and development.
• We rely on the experience and expertise of our senior management team, key technical employees and other highly skilled personnel and the failure to retain, motivate or integrate any of these individuals could have an adverse effect on our business, financial condition, results of operations and prospects.
• We may experience operational and financial risks in connection with acquisitions.
• Goodwill impairment charges could negatively impact our net income and stockholders equity.
• Our payment systems are subject to a complex landscape of evolving laws, regulations, rules, and standards.
• Expanding and evolving regulations in the areas of privacy and user data protection could create technological, economic and complex cross-border business impediments to our business and those of our sellers.
• Our business is subject to many U.S. and non-U.S. laws, many of which are evolving.
• Increased regulation of technology companies may impede smaller platforms and small businesses, including us.
• We may be unable to adequately protect our intellectual property.
• We may be sued by third parties for alleged infringement of their proprietary rights, which could be costly, time-consuming and limit our ability to use certain technologies in the future.
• We may experience fluctuations in our tax obligations and effective tax rate.
• The success of our wine business depends heavily on the strength of our wine brand.
• Our advertising and promotional investments may affect our financial results but not be effective.
• We rely heavily on third-party suppliers and service providers, and they may not continue to produce products or provide services that are consistent with our standards or applicable regulatory requirements.
• We face significant competition with an increasing number of products and market participants that could materially and adversely affect our business, results of operations and financial results.
• Consolidation of the distributors of our wines, as well as the consolidation of retailers, may increase competition in an already crowded space.
• A reduction in consumer demand for wine, which may result from a variety of factors, including demographic shifts and decreases in discretionary spending, could materially and adversely affect our business, results of operations and financial results.
• A significant reduction in distributor demand for our wines would materially and adversely affect our sales and profitability.
• Our marketing strategy involves continued expansion into the direct-to-consumer channel, which may present risks and challenges for which we are not adequately prepared and which could negatively affect our sales in these channels and our profitability.
• Inclement weather, drought, pests, plant diseases and other factors could reduce the amount or quality of the grapes available to produce our wines, which could materially and adversely affect our business, results of operations and financial results.
• If we are unable to obtain adequate supplies of premium juice from third-party juice suppliers, the quantity or quality of our annual production of wine could be adversely affected.
• If we are unable to identify and obtain adequate supplies of quality agricultural, raw and processed materials, including corks, glass bottles, barrels, winemaking additives and agents, water and other supplies, or if there is an increase in the cost of the commodities or products, our profitability, production and distribution capabilities could be negatively impacted.
• We have been engaged in litigation with our former Chief Operating Officer.
• We may not be fully insured against catastrophic perils.
• We may become subject to litigation specifically directed at the alcoholic beverage industry, as well as litigation arising in the ordinary course of business.
• Our business could be adversely affected by economic downturns, inflation, natural disasters, public health crises, political crises, geopolitical events, or other macroeconomic conditions, which have in the past and may in the future negatively impact our business and financial performance.
• We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
• The issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plan or otherwise will dilute all other stockholders.
• Our failure to maintain continued compliance with the listing requirements of the NYSE American exchange could result in the delisting of our common stock.
• The price of our common stock has been and may in the future be volatile or may decline regardless of our operating performance, and you could lose all or part of your investment.
• The reverse stock split we intend to implement, subject to stockholder approval, may not achieve the intended results and the market price of our common stock may be materially and negatively impacted.
• An active trading market for our common stock may not be sustained.
• Our management team has limited experience managing a public company.
• We have identified material weaknesses in our internal control over financial reporting.
• We are an emerging growth company and a smaller reporting company and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
• We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.

Future Outlook

Amaze Holdings plans to use net proceeds from the equity line of credit for working capital and general corporate purposes, including potential acquisitions or investments in complementary businesses. For its e-commerce segment, the company intends to make substantial investments in creator acquisition, enhance the creator experience, pursue strategic partnerships with design software companies like Adobe, expand product offerings globally, integrate third-party brands, and explore technology innovations for reselling third-party products. It also aims to explore new opportunities for creators to sell in brick-and-mortar retail venues and at live events. For the wine business, the company plans to further invest in direct-to-consumer (DTC) capabilities, expand its U.S.-based wholesale and retail distribution network, pursue international distribution, embrace disruptive technologies, strengthen key supply chain relationships, add new varietals, and invest in packaging innovation.

Management Comments

• Our mission: empowering anyone to sell anything, anywhere with simple, scalable tools designed to bridge the worlds of creators and consumers.
• 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 new initiative (Teespring Marketplace) not only enhances monetization opportunities for creators but also establishes a competitive edge for us in the rapidly evolving creator commerce space.
• 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 our brand offerings, scalable infrastructure and relationships with one of the largest domestic distributors will allow us to continue growing our business.
• We consider our relationship with our employees to be good.

Industry Context

The document highlights the unprecedented growth of the 'creator economy,' projected to expand from an estimated $450 billion global market in 2025 to a multi-trillion dollar market by 2027, driven by over 450 million individuals identifying as creators. This expansion is reshaping online commerce, with major global platforms increasingly competing with traditional e-commerce giants. The wine industry, in which Amaze Holdings also operates, is intensely competitive and highly fragmented, with sales concentrated among a few large suppliers. Consumer preferences are shifting towards 'better-for-you' options and direct-to-consumer channels, which Amaze aims to capitalize on.

Comparison to Industry Standards

• In the e-commerce sector, Shopify is identified as the most significant rival in the Studio and Spring segments, boasting over one million seller stores and substantial global scale, indicating Amaze is a smaller player in comparison.
• Smaller regional competitors in e-commerce, 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 aims for a more integrated approach.
• In the Teespring Marketplace, primary competitors include Etsy, Redbubble, Zazzle, Spreadshirt, and Teepublic, indicating a fragmented and competitive landscape.
• In the wine industry, Amaze's wines compete with many other domestic and foreign wines, including those from large suppliers like E&J Gallo, Constellation, Duckhorn, Trinchero, Jackson Family Wines, Ste. Michelle, and The Wine Group, many of whom have more robust financial, technical, marketing, and distribution resources.
• Amaze's core wine offerings are priced strategically between $15 and $25 per bottle, positioning them in the 'affordable luxury' segment and the 'better-for-you' category, which aims to appeal to health-conscious consumers.
• The company highlights the uniqueness of a high-profile winemaker like Jamey Whetstone associating his name with a 'better-for-you' wine brand, suggesting a differentiator in the market.

Management Changes

Corporate Governance

Legal Proceedings

• The company has been a defendant in a lawsuit styled Timothy Michaels v. Fresh Vine Wine, Inc., filed May 27, 2022, in Minnesota, relating to a restricted lock-up legend on shares issued to Mr. Michaels.
• On January 25, 2024, a jury rendered a verdict against the company, awarding Mr. Michaels $585,976 in damages, which are not covered by the company's insurance policies.
• Mr. Michaels commenced garnishment proceedings against the company's bank accounts and other third parties to collect on the judgment, and these proceedings remain pending.
• In February 2025, the court of appeals affirmed the judgment, awarding 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, the company issued 750,000 shares of Series D convertible preferred stock and warrants to purchase an aggregate of 8,750,000 shares of common stock to security holders of Amaze Software, Inc. as part of the acquisition.
• The company granted inducement awards of restricted stock, stock options, and restricted stock units to its Chief Executive Officer, Executive Vice President of Sales and Marketing, and Chief Financial Officer and Secretary in April and May 2023 as part of their employment agreements.
• The company's articles of incorporation renounce any interest or expectancy in the business opportunities of Nechio & Novak, LLC and its officers, directors, agents, stockholders, members, partners, affiliates, and subsidiaries, unless presented to one of the company's directors or officers in their capacity as such.

Stakeholder Impact

• Shareholders face significant dilution risk from the equity line of credit and potential future equity issuances, as well as a potential decline in share price due to discounted sales by the selling stockholder and the large number of shares involved.
• Shareholder returns are limited to stock appreciation as the company does not intend to pay cash dividends in the foreseeable future.
• Employees (37 full-time and 54 independent contractors for Amaze Software; 4 full-time and 3 independent contractors for Amaze Holdings) are subject to mandatory annual training programs and benefit from a culture emphasizing inclusivity, collaboration, and professional growth.
• Customers of the e-commerce segment (creators and brands) benefit from an end-to-end commerce platform, streamlined product sales, subscription offerings, and access to global supply chains and custom manufacturers.
• Customers of the wine segment (consumers) gain access to 'better-for-you' premium Napa Valley wines.
• Suppliers and vendors are critical to both business segments, with the e-commerce segment relying on a diverse network for its asset-light model, and the wine segment depending on third-party grape/juice suppliers, bottlers, and packaging materials.
• Creditors face increased risk due to the company's substantial indebtedness and the 'substantial doubt about our ability to continue as a going concern' expressed by the independent auditors.

Next Steps

• Stockholders are scheduled to vote on a 1-for-10 to 1-for-50 reverse stock split at the annual meeting on June 12, 2025.
• The company intends to make substantial investments in creator acquisition and enhancing the overall creator experience for the e-commerce segment.
• The company plans to actively pursue strategic partnerships with leading design software companies, such as Adobe, to streamline product design and branding processes for creators.
• The company intends to focus on expanding its product offerings by continuing global expansion and integrating third-party brands into its platform.
• The company is exploring technology innovations that will enable creators to resell third-party products through their Amaze stores.
• The company plans to pursue synergistic acquisitions to enhance its product portfolio.
• The company intends to explore new opportunities for creators to sell in brick-and-mortar retail venues, at live events, and in additional locations worldwide.
• The company plans to further invest in direct-to-consumer (DTC) capabilities for the wine business to ensure it remains an integral part of its operations.
• The company plans to expand its U.S.-based wholesale and retail distribution network for wine.
• The company plans to pursue distribution of its wines internationally.
• The company intends to embrace disruptive technologies and customer trends, and expand partnerships with other organizations investing in customer-centric technologies, such as home delivery and third-party wine clubs.
• The company plans to expand and strengthen key supply chain relationships for the wine business, including with current and future juice suppliers, bottlers, and materials suppliers.
• The company plans to continue to add to the Fresh Vine Wine product portfolio by developing new varietals that fit within the 'better-for-you' category.
• The company plans to continue to invest in packaging innovation for wine, including active lifestyle packaging alternatives.
• 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 the identified material weaknesses in its internal control over financial reporting.

Key Dates

Recommendation

Keywords

Amaze Holdings, Creator Economy, E-commerce Platform, SEC Filing, S-1, Equity Line of Credit, Fresh Vine Wine, Digital Commerce, Teespring Marketplace, Startup Funding, Dilution Risk, Going Concern, Financial Losses, Technology Company, Consumer Goods, Napa Valley Wine, Public Company Compliance, Corporate Governance, Risk Factors, Software as a Service, Print-on-Demand