UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2025
AMAZE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41147 | 87-3905007 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
2901 West Coast Highway, Suite 200 Newport Beach, CA |
92663 | |
| (Address of principal executive offices) | (Zip Code) |
(855) 766-9463
Registrant’s telephone number, including area code
Fresh Vine Wine, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.001 per share | AMZE | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On June 4, 2024, Amaze Holdings, Inc. (the “Company”) issued a press release announcing that it has launched a private offering of up to $10 million aggregate principal amount of convertible promissory notes, Series 2025-A, and up to $20 million aggregate principal amount of convertible promissory Notes, Series 2025-B (together, the “Notes”). The Notes are being offered only to persons who qualify as “accredited investors” in reliance upon the exemption from registration provided by Rule 506(c) under the Securities Act of 1933, as amended (the “Securities Act”).
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the offering, the Company will be providing to prospective investors the information in the investor presentation attached to this Current Report on Form 8-K as Exhibit 99.2, which is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy, the Notes or any other securities. The Notes will not be and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated June 4, 2025 | |
| 99.2 | Amaze Holdings, Inc. Investor Presentation June 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 4, 2025 | ||
| AMAZE HOLDINGS, INC. | ||
| By: | /s/ Michael Pruitt | |
| Name: | Michael Pruitt | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Amaze to Participate in Webinar Series Beginning June 5, 2025
Company Conducting Capital Raise via Rule 506(c) Regulation D Offering in Conjunction with Webinar Series
Management to Provide Update on Growth, Product Innovation, and Strategic Partnerships in $480B Creator Economy
NEWPORT BEACH, Calif., June 4, 2025 – Amaze Holdings, Inc. (NYSE American: AMZE) (“Amaze” or the “Company”), a global leader in creator-powered commerce, today announced that it will be participating in an upcoming webinar series hosted by Clout Hero. In conjunction with the webinar series, Amaze will be conducting a capital raise via a Rule 506(c) Regulation D offering for up to $25 million. Additional details can be found on the webinar landing page and in the Company’s filings with the SEC.
During the webinars, Aaron Day, CEO of Amaze Software, will present the Company’s growth strategy and key initiatives, including product innovation, platform expansion, and new strategic partnerships.
The first event will take place virtually on Thursday, June 5, 2025, at 9:00 a.m. PDT. To register for the webinar, please visit Amaze.co/invest. The webinar series will continue every Tuesday and Thursday throughout June, with the exception of the Juneteenth market holiday.
“Amaze’s momentum comes at a defining moment for the creator economy,” said Bob Olejar, Founder of Clout Hero, organizer of the webinar series. “They’re eliminating barriers to entry and enabling creators of all sizes to monetize with ease — no minimum follower count, no operational hurdles. We’re excited to help share that story with investors and the broader market.”
With the creator economy projected to reach $480 billion by 2027, Amaze is scaling to meet global demand. Its platform simplifies the process for creators to launch products, monetize their content, and grow their businesses — all while integrating directly with the social platforms where creators already engage their audiences.
Interested parties are encouraged to register now to attend the first webinar and learn more about Amaze’s business at Amaze.co/invest.
For investor information, please contact IR@amaze.co
For press inquiries, please contact PR@amaze.co
About Amaze:
Amaze Holdings, Inc. is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce
solutions, and scalable managed services. By empowering anyone to “sell anything, anywhere,” Amaze enables creators to tell
their stories, cultivate deeper audience connections, and generate sustainable income through shoppable, authentic experiences. Discover
more at www.amaze.co.
About Clout Hero:
Clout Hero stands out as the leading persuasive marketing company in the Regulation A and Regulation D fundraising marketplace. A spinoff
of the pioneering marketing firm Placement Directory, Clout Hero brings over 20 years of marketing excellence into the finance industry.
For the past three years, they have focused exclusively on supporting raises of $20 million or more, consistently delivering bold and
results-driven strategies. Their expertise helps businesses engage investors and achieve their financial goals with confidence.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events and developments or to our future operating or financial performance, are subject to risks and uncertainties and are based estimates and assumptions. Forward-looking statements may include, but are not limited to, statements about our market opportunity and potential growth of that market, strategies, initiatives, growth, revenues, expenditures, our plans and objectives for future operations, and future financial and business performance. These statements can be identified by words such as such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” and are based our current expectations and views concerning future events and developments and their potential effects on us.
These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statement. These risks include: our ability to execute our plans and strategies; our limited operating history and history of losses; our financial position and need for additional capital; our ability to attract and retain our creator base and expand the range of products available for sale; we may experience difficulties in managing our growth and expenses; we may not keep pace with technological advances; there may be undetected errors or defects in our software or issues related to data computing, processing or storage; our reliance on third parties to provide key services for our business, including cloud hosting, marketing platforms, payment providers and network providers; failure to maintain or enhance our brand; our ability to protect our intellectual property; significant interruptions, delays or outages in services from our platform; significant data breach or disruption of the information technology systems or networks and cyberattacks; risks associated with international operations; general economic and competitive factors affecting our business generally; changes in laws and regulations, including those related to privacy, online liability, consumer protection, and financial services; our dependence on senior management and other key personnel; and our ability to attract, retain and motivate qualified personnel and senior management.
Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other future filings and reports that we file with the Securities and Exchange Commission (SEC) from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the press release. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments.
Exhibit 99.2





























































