8-K: Amaze Holdings Terminates $4M Parler Stock Purchase Deal

Amaze Holdings, Inc. announced the termination of its $4 million securities purchase agreement with Parler Technologies, Inc. due to Parler's failure to close the transaction.

Summary

• Amaze Holdings, Inc. (the "Company") terminated its Amended and Restated Securities Purchase Agreement with Parler Technologies, Inc. ("Parler") on December 23, 2025.
• The termination was initiated by the Company due to a material breach by Parler, specifically its failure to timely perform covenants and agreements outlined in the Purchase Agreement.
• Under the terminated agreement, Parler was to purchase 1,000,000 shares of the Company's common stock and 1,000,000 3-year warrants for an aggregate price of $4,000,000.
• The $4,000,000 purchase price was structured in three tranches: $2,000,000 in Parler Series A Preferred Stock, $1,000,000 in cash, and another $1,000,000 in cash.
• The closing of Tranche 1 and Tranche 2, which included the $2,000,000 in preferred stock and the first $1,000,000 cash payment, was scheduled for on or before November 30, 2025, but did not occur.
• Parler informed the Company that it was not in a position to close the transactions on the agreed terms.
• There are no early termination penalties associated with the termination of this Purchase Agreement.

Sentiment

Score: 3

Explanation: The termination of a $4 million capital raise is a significant negative event, indicating a failure to secure anticipated funding. However, the absence of early termination penalties slightly mitigates the immediate financial impact.

Positives

• No early termination penalties are associated with the termination of the Purchase Agreement, preventing additional financial liabilities for Amaze Holdings.

Negatives

• Amaze Holdings, Inc. lost a planned $4,000,000 capital infusion from Parler Technologies, Inc. which was intended to be received through a combination of Parler's Series A Preferred Stock and cash.
• The failure of Parler to close the transaction as agreed indicates a potential setback in Amaze Holdings' capital raising efforts and strategic plans that may have relied on this funding.

Risks

• Uncertainty regarding future capital raising efforts for Amaze Holdings, Inc. following the failure of this $4,000,000 agreement.
• Potential impact on strategic initiatives or operational plans that were contingent upon the anticipated funding from Parler Technologies, Inc.

Future Outlook

The filing does not provide explicit forward-looking statements regarding Amaze Holdings' future funding strategies or strategic adjustments following the termination of this agreement. The loss of anticipated capital may necessitate a re-evaluation of financial plans.

Management Comments

• Parler informed the Company that it is not in a position to close the transactions contemplated in the Purchase Agreement on the terms set forth therein.

Industry Context

This announcement is specific to Amaze Holdings, Inc. and its failed capital raise with Parler Technologies, Inc. The filing does not provide sufficient information to analyze broader industry trends or competitive landscape implications.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Potential negative impact due to the loss of anticipated funding, which could affect the company's liquidity, growth initiatives, and potentially lead to share price volatility.
• Creditors: May view the company with increased scrutiny regarding its ability to secure financing, potentially impacting future credit terms.

Next Steps

• The filing does not explicitly mention future actions, events, or milestones for Amaze Holdings, Inc. following the termination of the agreement, but implies a need to seek alternative funding or adjust strategic plans.

Key Dates

Recommendation

The termination of a $4 million capital raise, especially one involving a mix of cash and preferred stock, represents a significant setback for Amaze Holdings. This loss of anticipated funding could impact the company's liquidity, strategic initiatives, and growth prospects. While there are no termination penalties, the inability to secure this capital creates immediate financial uncertainty and suggests potential underlying issues with the counterparty or the deal itself. Investors should consider the negative implications of this lost funding on the company's financial health and future operations, leading to a sell recommendation until a clear alternative funding strategy is articulated.

Keywords

Amaze Holdings, AMZE, Parler Technologies, Securities Purchase Agreement, Termination, Capital Raise, Investment, Common Stock, Warrants, NYSE American