AMAZE HOLDINGS, INC.

Overview

Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) is a technology-enabled, creator-powered commerce platform that enables creators, brands, and consumers to transact at scale. Following the acquisition of Amaze Software, Inc. in March 2025, the Company transitioned its primary business from a consumer-packaged goods company into a software-driven commerce, data, and distribution platform for the creator economy.

The Company’s platform provides end-to-end infrastructure for creators and brands to design, launch, market, and fulfill products, while capturing high-value, first-party transaction data. The Company operates an asset-light model, leveraging third-party manufacturing, logistics, and payment partners to support scalable commerce operations.

The Company currently operates in two segments:

While the Company continues to operate its wine segment, it is no longer a strategic focus and is not expected to be a material driver of long-term growth.

Recent Developments

Agreement and Plan of Merger

On March 7, 2025, Fresh Vine completed the acquisition of Amaze Software, Inc., pursuant to an Amended and Restated Agreement and Plan of Merger dated as of March 7, 2025 (the “Merger Agreement”) by and among Fresh Vine, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of Fresh Vine (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze Software”), the stockholders of Amaze Software listed on Schedule I thereto (each, a “Holder” and together the “Holders”), and Aaron Day, solely in his capacity as the Holders’ Representative (the “Holders’ Representative”). Amaze Software is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services.

Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software (the “Merger”) with Amaze Software as the surviving company and a wholly owned subsidiary of Fresh Vine, and (ii) the aggregate merger consideration paid by Fresh Vine in connection with the acquisition included 750,000 shares of the Fresh Vine’s Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), plus warrants (the “Merger Warrants”) to purchase an aggregate of 380,448 shares of Fresh Vine’s common stock, par value $0.001 per share (the “Common Stock”).

Acquisition of The Food Channel

On November 7, 2025, the Company, through its wholly owned subsidiary Food Channel Amaze Company LLC, entered into an Asset Purchase Agreement pursuant to which it acquired substantially all of the assets of Foodchannel.com LLC, including its digital media platform, intellectual property, customer relationships, and related assets associated with the “Food Channel” brand. The transaction was structured as an asset purchase on a cash-free, debt-free basis with no post-closing working capital adjustment.

The Company acquired the assets in exchange for the issuance of a $650,000 convertible promissory note. The note accrues interest at a rate of 4% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.76 per share. The note is convertible at the option of the holder at any time following issuance and converted into equity on January 6, 2026, together with any accrued and unpaid interest.

A portion of the purchase price, equal to 10%, is subject to a holdback for a period of twelve months following closing to secure potential indemnification obligations of the seller. The agreement contains customary representations, warranties, covenants, and indemnification provisions, including non-competition and non-solicitation obligations. In connection with the acquisition, certain principals of the seller entered into consulting arrangements with the Company to support the ongoing development and integration of the acquired business.

Our Existing Business

The Company operates a technology-enabled creator commerce platform that integrates commerce infrastructure, data generation, and distribution capabilities.

Platform Capabilities

The Amaze platform provides a comprehensive suite of tools that enable creators and brands to operate end-to-end digital commerce businesses. These capabilities include:

The Company operates an asset-light model, leveraging a network of third-party suppliers and fulfillment partners to produce and deliver products. This approach reduces inventory risk, minimizes capital requirements, and enables the Company to scale efficiently while supporting a broad range of creators and product offerings.

Data and Monetization

A component of the Company’s evolving business model is the generation, and aggregation of first-party transaction data derived from activity across its platform. This data includes, among other things, consumer purchase behavior, product preferences and engagement metrics, creator-audience relationships, and certain geographic and demographic insights associated with transactions and platform usage.

The Company is in the early stages of developing capabilities to utilize this data to enhance platform performance and support additional monetization opportunities. These efforts are expected to focus on improving targeting and personalization to drive marketing efficiency and conversion rates for creators and brands. The Company is also evaluating opportunities to develop data-driven advertising and related solutions; however, these initiatives are in the initial stages of commercialization, and there can be no assurance as to the timing or extent of revenue generation from such activities.

Distribution Layer

The Company is in the early stages of expanding its platform through the development of verticalized distribution channels, including the Food Channel and other category-specific initiatives. These efforts are intended to organize creators and content within defined interest areas and to support more targeted engagement between creators, consumers, and brands.

As these channels are developed, the Company expects they may facilitate broader distribution of commerce offerings, support increased user engagement, and contribute to repeat transaction activity across the platform. In addition, these initiatives are intended to enhance the Company’s ability to generate and utilize data derived from platform activity. These distribution capabilities remain in development, and there can be no assurance as to the timing, scale, or extent of their impact on the Company’s operations or financial results.

Legacy Wine Business

The Company continues to operate its Fresh Vine wine business, which includes wholesale and direct-to-consumer distribution. This segment is not expected to be a material driver of future growth, and the Company may evaluate strategic alternatives.

Our Strengths

The Company believes its competitive strengths are derived from the combination of its technology platform, operating model, and data capabilities. While the Company is in a developing stage, management believes the following factors position it to support future growth and scalability:

Integrated Commerce Platform

The Company has developed an integrated platform that brings together key elements required to operate a digital commerce business, including storefront creation, product design and merchandising, payment processing, order management, and fulfillment coordination. By consolidating these functions into a single platform, the Company reduces operational complexity for creators and brands and enables faster time-to-market for new products. This integration also allows the Company to capture data across the full transaction lifecycle, which may support future optimization of performance and monetization.

Generation of First-Party Transaction Data

Through activity on its platform, the Company generates first-party data derived from actual consumer transactions and user interactions. This data includes purchase behavior, engagement patterns, and relationships between creators and their audiences. Unlike third-party data sources, which are subject to increasing regulatory and platform restrictions, the Company’s data is generated directly through its own platform operations and is tied to actual transaction activity. As platform usage increases, the Company expects the volume and depth of this data to expand, which may enhance its ability to improve platform performance and inform future product development. The Company believes that continued accumulation of first-party transaction data may, over time, contribute to a differentiated dataset that is not readily replicable without similar levels of platform activity and user engagement.

Asset-Light Operating Model

The Company operates an asset-light model by leveraging third-party partners for manufacturing, logistics, and fulfillment. This approach reduces the need for capital investment in inventory, production facilities, and supply chain infrastructure. As a result, the Company can offer a broad range of products without assuming significant inventory risk and can adjust product offerings more rapidly in response to consumer demand. This model is also intended to support scalability as transaction volume increases.

Creator and Brand Participation

The Company’s platform is designed to support a diverse base of creators and brands, ranging from independent digital entrepreneurs to emerging businesses. These participants utilize the platform to monetize their audiences through product sales and related offerings. As platform participation grows, the Company expects increased transaction volume and engagement, which may contribute to reinforcing effects between creators, consumers, and platform activity over time. The Company believes that sustained creator participation, combined with transaction-driven data generation, may increase the relative value of the platform to its users. However, the Company’s ability to attract and retain creators and brands remains a key factor in its future performance.

Expanding Distribution Capabilities

The Company has begun developing verticalized distribution channels, including the Food Channel, which are intended to organize creators and content within specific categories and provide additional pathways for audience engagement. These initiatives are in early stages and are designed to support increased visibility of creator offerings, enhance consumer engagement, and potentially improve transaction frequency. The Company believes that, over time, such distribution channels may complement its core commerce platform and support broader monetization opportunities, although their impact remains subject to execution and market adoption.

Flywheel-Driven Value Creation

The Company’s business model is designed to benefit from a reinforcing relationship between its commerce activity, data generation, and platform optimization capabilities. As transactions occur on the platform, the Company generates first-party data derived from consumer behavior and engagement. The Company utilizes these insights to inform platform improvements, including enhancements to user experience, merchandising, and engagement strategies.

Over time, the Company expects that increases in platform usage may enhance the scale and utility of its data assets, which in turn may support improved targeting, personalization, and conversion. These improvements are intended to drive additional transaction activity, further increasing data generation and platform utilization. The Company believes that, if successfully executed, this dynamic may contribute to increasing platform efficiency and scalability over time.

While elements of this model are currently in operation, the broader impact of this reinforcing dynamic remains dependent on the Company’s ability to scale platform usage and effectively utilize its data. There can be no assurance as to the extent or timing of these potential benefits.

Exhibit: Amaze Flywheel

Strategy for Growth

The Company’s strategy is focused on expanding its platform capabilities and increasing monetization across its commerce operations while developing additional data and distribution-driven opportunities. While certain elements of this strategy are currently in operation through the Company’s existing commerce platform, other components remain in development and are expected to evolve over time.

Expand Creator and Brand Participation

The Company’s platform is designed to support a growing base of creators and brands who utilize its tools to launch and manage commerce offerings. The Company continues to invest in user acquisition, onboarding, and platform functionality to increase participation and engagement. Growth in the number of active creators and brands is expected to contribute to increased transaction volume and broader platform adoption. The Company’s ability to expand its user base will depend on continued product development, competitive positioning, and market acceptance.

Enhance Data Utilization and Monetization Capabilities

The Company generates first-party data through transaction activity on its platform and is in the early stages of developing capabilities to utilize this data more effectively. Current efforts are focused on improving platform performance, including merchandising decisions and user engagement. Over time, the Company intends to expand these capabilities to support additional monetization opportunities, including data-driven marketing, analytics, and advertising-related solutions. These initiatives are in development, and their timing and impact will depend on successful execution and market adoption.

Build and Scale Distribution Channels

The Company has begun developing verticalized distribution channels, including the Food Channel, which are intended to organize creators and content within specific categories and provide additional pathways for consumer engagement. These channels are expected to complement the Company’s core commerce platform by increasing visibility of creator offerings and supporting demand generation. These initiatives are in early stages, and their ability to scale will depend on content development, user adoption, and the Company’s ability to effectively integrate distribution with its commerce infrastructure.

Increase Monetization per Transaction

The Company seeks to improve revenue per user and per transaction through optimization of pricing structures, product offerings, and platform services. Current efforts include refining product mix, enhancing merchandising capabilities, and improving conversion rates through platform enhancements. As the Company continues to develop additional capabilities, including data-driven features and distribution channels, it expects that monetization opportunities per transaction may increase; however, these outcomes are dependent on successful implementation and user adoption.

Pursue Strategic Partnerships and Acquisitions

The Company evaluates opportunities to expand its platform capabilities and market reach through strategic partnerships and acquisitions. Recent activities, including the acquisition of Food Channel assets, reflect the Company’s approach to acquiring complementary assets that support its commerce and distribution strategy. The Company expects to continue to pursue opportunities that enhance its technology, data capabilities, or distribution reach, although there can be no assurance that such opportunities will be identified or successfully executed.

Improve Unit Economics and Operating Efficiency

The Company’s asset-light operating model provides flexibility to scale without significant capital investment. The Company continues to focus on improving operational efficiency, including supplier relationships, fulfillment processes, and platform performance. As transaction volume increases, the Company expects to benefit from operating leverage; however, the extent of these benefits will depend on the Company’s ability to manage costs and execute its growth initiatives effectively.

Competition

The Company operates in highly competitive and rapidly evolving markets, including creator commerce, e-commerce enablement, and digital advertising.

In the e-commerce enablement category, the Company competes with platforms such as Shopify, WooCommerce, and similar providers that offer tools for storefront creation, payment processing, and online commerce infrastructure. These platforms are generally well-established and may offer extensive ecosystems of integrations and services.

Within the creator monetization space, the Company competes with platforms such as Patreon and other services that enable creators to generate revenue from their audiences through subscriptions, merchandise, and related offerings. These platforms may benefit from established user bases and brand recognition.

The Company also competes with print-on-demand and fulfillment providers that offer product creation and logistics services, either as standalone solutions or as components of broader commerce platforms. These providers may compete on factors such as cost, production capabilities, and fulfillment speed.

In addition, the Company faces competition from digital advertising and data platforms, including large technology companies and advertising networks that provide targeting, analytics, and monetization solutions. Many of these competitors have greater financial resources, larger datasets, and more developed advertising ecosystems.

The Company is also beginning to compete with emerging platforms that seek to integrate commerce, creator tools, and data-driven monetization into unified offerings. These platforms may pursue strategies similar to the Company’s and could compete for creators, brands, and consumer engagement as the market continues to evolve.

The Company competes based on:

Management believes the Company’s integrated approach and first-party data capabilities differentiate it from competitors; however, competition remains intense and evolving.

IT Systems

We rely on various IT systems, owned by us and third parties, to effectively manage our sales and marketing, accounting, financial, legal and compliance functions. Our website is hosted by a third party, and we rely on third-party vendors for regulatory compliance for order processing, shipments, and e-commerce functionality. We believe these systems are scalable to support our growth plans. We recognize the value of enhancing and extending the uses of information technology in our business.

Regulatory Matters

The Company is subject to a variety of U.S. federal, state, and international laws and regulations, including those related to:

Data privacy and protection

We collect personal information from individuals. Accordingly, we are subject to several data privacy and security related regulations, including but not limited to: U.S. state privacy, security and breach notification laws; the GDPR; and other European privacy laws as well as privacy laws being adopted in other regions around the world. In addition, the FTC and many state attorneys general are interpreting existing federal and state consumer protection laws to impose evolving standards for the online collection, use, dissemination and security of information about individuals. Certain states have also adopted robust data privacy and security laws and regulations. For example, the CCPA, which took effect in 2020, imposes obligations and restrictions on businesses regarding their collection, use, and sharing of personal information and provides new and enhanced data privacy rights to California residents, such as affording them the right to access and delete their personal information and to opt out of certain sharing of personal information. In response to the data privacy laws and regulations discussed above and those in other countries in which we do business, we have implemented several technological safeguards, processes, contractual third-party provisions, and employee trainings to help ensure that we handle information about our employees and customers in a compliant manner. We maintain a global privacy policy and related procedures, and we train our workforce to understand and comply with applicable privacy laws.

Consumer protection and e-commerce regulations

The Company conducts business directly with consumers through its platform and is therefore subject to a variety of U.S. federal, state, and international consumer protection and e-commerce laws and regulations. These include, but are not limited to, laws governing online sales practices, pricing disclosures, automatic renewals, refunds and returns, subscription services, shipping and fulfillment obligations, and unfair or deceptive trade practices. In the United States, the Federal Trade Commission (“FTC”) and state attorneys general enforce many of these laws, including those that prohibit unfair, deceptive, or misleading business practices.

In addition, certain states have enacted specific e-commerce and consumer protection statutes that impose additional requirements on businesses, including disclosure obligations and restrictions on subscription-based services. The Company is also subject to international laws and regulations governing online commerce in jurisdictions where it operates, which may impose additional compliance requirements related to consumer rights, contract formation, and digital transactions.

As the Company’s platform enables creators and third parties to sell products directly to consumers, the Company may also be subject to regulatory scrutiny regarding its role in facilitating these transactions, including obligations related to product representations, customer communications, and dispute resolution. The Company has implemented policies, procedures, and platform controls intended to promote compliance with applicable consumer protection laws; however, evolving regulatory interpretations and increased enforcement activity may require ongoing updates to these practices. Failure to comply with applicable laws and regulations could result in investigations, fines, penalties, or reputational harm.

Advertising and Marketing Practices

The Company is subject to a variety of laws and regulations governing advertising, marketing, and promotional activities. These include federal and state laws in the United States, as well as international regulations, that prohibit false, misleading, or deceptive advertising and require that marketing communications be truthful, substantiated, and clearly disclosed. The FTC, state regulators, and international authorities actively enforce these requirements.

The Company’s platform may be used by creators and brands to promote and market products to consumers. As a result, the Company may be subject to regulatory scrutiny related to advertising claims, influencer marketing practices, and the disclosure of material relationships between creators and brands. For example, applicable regulations may require clear and conspicuous disclosure of sponsored content, endorsements, or other commercial relationships.

In addition, the Company may be subject to laws governing digital marketing practices, including email marketing (such as the CAN-SPAM Act), mobile messaging, and other forms of direct or targeted communication. The Company has implemented policies and guidelines intended to promote compliance with applicable advertising and marketing regulations, including standards related to disclosures and content review; however, compliance may depend in part on the actions of third-party creators and partners using the platform.

As regulatory expectations and enforcement priorities continue to evolve, particularly in the areas of influencer marketing and digital advertising, the Company may be required to update its practices and controls. Non-compliance could result in regulatory action, financial penalties, or reputational harm.

Payment Processing and Financial Transactions

The Company facilitates payments between consumers and creators through its platform and is therefore subject to laws and regulations governing payment processing, financial transactions, and related activities. These include federal and state laws in the United States, as well as international regulations, that apply to electronic payments, money transmission, anti-money laundering (“AML”), and counter-terrorism financing.

The Company relies on third-party payment processors and financial institutions to process transactions, manage payment authorization and settlement, and provide related services. These third-party providers are subject to their own regulatory requirements and may impose contractual obligations on the Company, including compliance with payment card network rules, such as those established by Visa, Mastercard, and other payment networks.

In certain jurisdictions, the Company’s activities may be subject to laws governing money transmission or similar financial services, depending on how funds are received, held, and disbursed. The Company has structured its operations to rely on third-party providers for regulated payment services; however, regulatory interpretations in this area may evolve and could impact the Company’s compliance obligations.

In addition, the Company is subject to data security standards related to payment processing, including the Payment Card Industry Data Security Standard (“PCI DSS”). The Company maintains controls and works with third-party providers to support compliance with applicable requirements; however, failures in payment processing systems, security breaches, or non-compliance with applicable regulations could result in financial loss, regulatory penalties, or operational disruption.

Intellectual Property and Content Rights

The Company’s business involves the creation, distribution, and commercialization of content and products associated with creators and brands, and is therefore subject to laws and regulations governing intellectual property and content rights. These include U.S. and international laws related to copyrights, trademarks, patents, and rights of publicity, as well as contractual obligations associated with content licensing and use.

The Company’s platform enables creators to upload, design, and sell products and content, which may incorporate intellectual property owned by the creators or third parties. As a result, the Company may be exposed to claims of intellectual property infringement, including unauthorized use of copyrighted materials, trademarks, or other proprietary rights. The Company has implemented policies and procedures intended to address such risks, including processes for responding to claims under the Digital Millennium Copyright Act (“DMCA”) and similar frameworks.

The Company also relies on contractual arrangements with creators, partners, and third-party service providers to define ownership, licensing, and permitted use of intellectual property. These arrangements are intended to clarify rights and responsibilities; however, disputes may arise regarding ownership, usage rights, or infringement.

In addition, the Company’s brands, trademarks, and proprietary technology are important to its business. The Company seeks to protect these assets through a combination of trademark registrations, contractual protections, and internal controls. Despite these efforts, unauthorized use or infringement of the Company’s intellectual property could occur, and the Company may be required to enforce its rights through litigation or other means.

As the Company expands its platform and distribution capabilities, including through initiatives such as the Food Channel, it may face increased complexity in managing intellectual property rights across multiple jurisdictions and participants. Failure to adequately manage these risks could result in legal disputes, financial liabilities, or reputational harm.

Intellectual Property

The Company relies on a combination of:

to protect its intellectual property.

The Company’s platform technology, data models, and analytics capabilities are critical to its business. The Company also relies on third-party licenses and service providers for certain components of its infrastructure.

The Company seeks to protect its intellectual property through contractual agreements, internal controls, and, where appropriate, registration of trademarks and other rights.

Employees

As of December 31, 2025, we had approximately 28 full-time employees. Our workforce spans the globe, offering a mix of remote and in-office work flexibility to accommodate varying needs and ensure alignment with both operational demands and employee preferences.

Legal Proceedings

We may be subject to legal disputes and subject to claims that arise in the ordinary course of business. Except as disclosed in “Item 3 - Legal Proceedings,” we are not a party or subject to any pending legal proceedings the resolution of which is expected to have a material adverse effect on our business, operating results, cash flows or financial condition.

Corporate History

We were initially organized on May 8, 2019 as a Texas limited liability company under the name “Fresh Grapes, LLC.” In connection with our initial public offering, on December 8, 2021, we converted from a Texas limited liability company into a Nevada corporation and changed our name from Fresh Grapes, LLC to Fresh Vine Wine, Inc., which we refer to herein as the “LLC Conversion.” In conjunction with the LLC Conversion, all of our outstanding units were converted into shares of our common stock based on the relative ownership interests of our pre-IPO equity holders. In March 2025, Fresh Vine was renamed “Amaze Holdings, Inc.” (“Amaze”). While operating as a limited liability company, our outstanding equity was referred to as “units.” In this report, for ease of comparison, we may refer to such units as our common stock for periods prior to the LLC Conversion, unless otherwise indicated in this report. Similarly, unless otherwise indicated, we may refer to members’ equity in this report as stockholders’ equity. Further, while operating as a limited liability company, our governing body was referred to as our Board of Managers, with the members thereof being referred to as “Managers.” We may refer to such governing body throughout this report as our board of directors and such individuals as our directors.

Company Website Access and SEC Filings

We make available on the Investor Relations section of our website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements, and Forms 3, 4 and 5, and amendments to those reports as soon as reasonably practicable after filing such documents with, or furnishing such documents to, the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Our website iswww.amaze.co. We have included our website address in this report as an inactive textual reference only. Information contained on or accessible through our website is not incorporated by reference in or otherwise a part of this report.