AMAZE HOLDINGS, INC.
For the period ended Apr 30, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2026 · Filed Apr 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
150 Paularino Avenue, Suite D-200
Costa Mesa, CA 92626
**NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2026
To The Stockholders of Amaze Holdings, Inc.:
We are pleased to invite you to attend the 2026 Annual Meeting of the Stockholders (the “Annual Meeting”) of Amaze Holdings, Inc. (“Amaze”) which will be held virtually at 11:00 a.m. Eastern Standard Time on June 12, 2026. At the Annual Meeting, our stockholders will be asked to vote on the following proposals:
To elect seven members to the Board of Directors of Amaze;
To ratify the appointment of Wipfli LLP as Amaze’s registered public accounting firm for fiscal year ending December 31, 2026;
To approve the 2026 Equity Incentive Plan (the “2026 Plan”);
To approve, for purposes of complying with Section 713(a) and Section 713(b) of the NYSE American Company Guide, the issuance of shares of our common stock upon conversion of senior secured original issue discount convertible notes in excess of the 19.9% exchange cap contained therein;
To approve an amendment to our Articles of Incorporation, as amended, to increase the authorized number of shares of common stock from 100,000,000 to 750,000,000;
To approve, on an advisory basis, the compensation paid to Amaze’s named executive officers;
To approve, on an advisory basis, the frequency of the advisory vote on executive compensation; and
To consider and vote upon a proposal to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve any proposal.
The notice of the Annual Meeting and the proxy statement that follow describe the business to be conducted at the meeting. Whether or not you plan to attend the virtual meeting, your vote is important and we encourage you to submit your proxy to vote your shares promptly. You may vote your shares by proxy by using a toll-free telephone number, the internet, or mail, free of charge. Instructions regarding these three methods of voting are contained in the proxy materials.
You may attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/AMZE2026. There is no physical location for the Annual Meeting.
The record date for the Annual Meeting is April 16, 2026 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.
By Order of the Board of Directors
/s/ Aaron Day
Aaron Day
Chief Executive Officer
Dated: April 29, 2026
Your vote is important. Whether or not you attend the Annual Meeting, it is important that your shares be represented. You may vote your proxy through the Internet, by phone or by mail by completing and returning the proxy card mailed to you. Voting instructions are printed on your proxy card and included in the proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held Virtually at 11:00 a.m., Eastern time on June 12, 2026. The proxy statement is available at www.amaze.co. and through the SEC/s website www.sec.gov.
TABLE OF CONTENTS
| General Information About the Annual Meeting and Voting | 1 |
|---|---|
| Proposal 1 – Election of Directors | 7 |
| Proposal 2 – Ratification of the Appointment of Our Independent Registered Public Accounting Firm | 18 |
| Proposal 3 – Approval of the 2026 Equity Incentive Plan | 19 |
| Proposal 4 – Approval of Issuance of Shares in Excess of Exchange Cap | 24 |
| Proposal 5 – Approval of Authorized Shares Increase | 26 |
| Proposal 6 – Advisory Vote on Executive Compensation | 28 |
| Proposal 7 – Advisory Vote on the Frequency of the Vote on Executive Compensation | 29 |
| Proposal 8 – Adjournment | 30 |
| Ownership of Certain Beneficial Owners and Management | 31 |
| Where You Can Find More Information | 31 |
| Other Matters | 31 |
| Appendix A – 2026 Equity Incentive Plan | A-1 |
| Appendix B – Certificate of Amendment (Authorized Shares Increase) | B-1 |
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150 Paularino Avenue, Suite D-200
Costa Mesa, CA 92626
**PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 12, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.