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AMAZE HOLDINGS, INC.

For the period ended Apr 30, 2026. Filed Apr 30, 2026.

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About this filing

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

AMZE$0.07-41.1%Stored close · as of Sep 29, 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)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐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:

  1. To elect seven members to the Board of Directors of Amaze;

  2. To ratify the appointment of Wipfli LLP as Amaze’s registered public accounting firm for fiscal year ending December 31, 2026;

  3. To approve the 2026 Equity Incentive Plan (the “2026 Plan”);

  4. 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;

  5. 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;

  6. To approve, on an advisory basis, the compensation paid to Amaze’s named executive officers;

  7. To approve, on an advisory basis, the frequency of the advisory vote on executive compensation; and

  8. 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 Voting1
Proposal 1 – Election of Directors7
Proposal 2 – Ratification of the Appointment of Our Independent Registered Public Accounting Firm18
Proposal 3 – Approval of the 2026 Equity Incentive Plan19
Proposal 4 – Approval of Issuance of Shares in Excess of Exchange Cap24
Proposal 5 – Approval of Authorized Shares Increase26
Proposal 6 – Advisory Vote on Executive Compensation28
Proposal 7 – Advisory Vote on the Frequency of the Vote on Executive Compensation29
Proposal 8 – Adjournment30
Ownership of Certain Beneficial Owners and Management31
Where You Can Find More Information31
Other Matters31
Appendix A – 2026 Equity Incentive PlanA-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

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.