AMAZE HOLDINGS, INC.

Previous wording

On March 7, 2025, Fresh Vine Wine, Inc., which subsequently changed its name to Amaze Holdings, Inc. completed the Acquisition of Amaze Software, Inc. and its subsidiaries (“Amaze Software”). Accordingly, the financial results for the quarter ended September 30, 2025 reflect the full operations for Amaze Holdings, Inc. and its subsidiaries. This marks a significant corporate transition and strategic pivot toward a platform-based digital commerce business focused on enabling creators and brands to monetize through direct audience engagement.

Current wording

On March 7, 2025, Fresh Vine Wine, Inc., which subsequently changed its name to Amaze Holdings, Inc. completed the acquisition of Amaze Software, Inc. and its subsidiaries (“Amaze Software”). Accordingly, the financial results for the year ended December 31, 2025 reflect the full operations for Amaze Holdings, Inc. and its subsidiaries. This marks a significant corporate transition and strategic pivot toward a platform-based digital commerce business focused on enabling creators and brands to monetize through direct audience engagement.

Previous wording

On March 7, 2025, the Company completed the acquisition of Amaze Software, Inc. (the Acquisition”), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March 7, 2024 (the “Merger Agreement”) by and among the Company, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze Software”), the stockholders of Amaze Software, and Aaron Day.

Current wording

On March 7, 2025, the Company completed the acquisition of Amaze Software, Inc. (the Acquisition”), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March 7, 2025 (the “Merger Agreement”) by and among the Company, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Amaze Software, Inc., the stockholders of Amaze Software, and Aaron Day.

Previous wording

The following table shows GMV for the quarter ended September 30, 2025:

Current wording

The following table shows GMV for the three months ended below:

Previous wording

As a result of the Acquisition, our revenues consists primarily of merchandise sold to fans of creators around the world, which together comprise our creator channel, and directly to individual consumers through our marketplace channel. Revenues generally represent gross merchandise and digital product sales reduced by costs of production and markups and commissions provided to creators. Shipping billed to customers, reduced by costs paid to delivery suppliers is also included in Revenues. For merchandise sales, revenues are recognized at time of shipment or delivery, depending on the shipping terms. For any subscription sales, revenue is recognized as Monthly Active Users (“MAU”).

Current wording

As a result of the Acquisition, our revenues consist primarily of merchandise sold to fans of creators around the world, which together comprise our creator channel, and directly to individual consumers through our marketplace channel. Revenues generally represent gross merchandise and digital product sales reduced by costs of production and markups and commissions provided to creators. Shipping billed to customers, reduced by costs paid to delivery suppliers is also included in Revenues. For merchandise sales, revenues are recognized at time of shipment or delivery, depending on the shipping terms. For any subscription sales, revenue is recognized as Monthly Active Users (“MAU”).

Previous wording

For the nine months ended September 30, 2025, our revenues were derived from the following channels:

Current wording

For the three months ended March 31, 2026, our revenues were derived from the following channels:

Previous wording

Gross income (loss) is equal to our net revenue less cost of revenues and a gain from recovery of inventory reserve.

Current wording

Gross income (loss) is equal to our net revenue less cost of revenues.

Previous wording

Total net revenue for the three months ended September 30, 2025 was approximately $1,254,000, up 1884% from approximately $63,000 in the three months ended September 30, 2024. The increase in net revenue was mostly attributable to the addition of revenues from Amaze as we closed the Acquisition during the first quarter of 2025.

Current wording

Total revenues for the three months ended March 31, 2026 was approximately $469,000, up 679% from approximately $60,000 for the three months ended March 31, 2025. The increase in revenues was mostly attributable to the addition of sales from Amaze as the Company closed the Acquisition in March 2025.

Previous wording

Cost of revenue for the nine months ended September 30, 2025 was approximately $227,000 as compared to $241,000 for the nine months ended September 30, 2024. This represents an improvement from the nine months ended September 30, 2024, when cost of revenues exceeded net revenue, leading to a gross loss of approximately $2,000 for the nine months ended September 30, 2024 as compared to a gross profit of $1,958,000 for the nine months ended September 30, 2025. Our improved margin profile is attributed to the operating leverage of the Amaze platform, which enables high-margin digital and physical sales with lower incremental cost compared to traditional wholesale models.

Current wording

Cost of revenue for the three months ended March 31, 2026 was approximately $36,000 as compared to $63,000 for the three months ended March 31, 2025. Our improved margin profile is attributed to the operating leverage of the Amaze Software platform, which enables high-margin digital and physical sales with lower incremental cost compared to traditional wholesale models.

Previous wording

Selling, general, and administrative (SG&A) expenses increased to approximately $11.5 million in the nine months ended September 30, 2025, compared to approximately $2.4 million in the nine months ended September 30, 2024. The increase primarily reflects higher operating costs associated with Amaze’s creator-focused business model, including personnel, legal and professional services related to the Acquisition, and marketing costs to support platform growth. We expect the composition and scale of SG&A to shift consolidated operations begin to normalize post-Acquisition.

Current wording

Selling, general, and administrative (SG&A) expenses increased to approximately $4.5 million in the three months ended March 31, 2026, compared to $1.9 million in the three months ended March 31, 2025. The increase primarily reflects higher operating costs associated with Amaze’s creator-focused business model, including personnel, legal and professional services related to the Acquisition, and marketing costs to support platform growth. We expect the composition and scale of SG&A to continue to shift as the consolidated operations continue to normalize post-Acquisition.

Previous wording

Equity based compensation for the three months ended September 30, 2025 and 2024 totaled $768,402 and $0, respectively. We awarded 588,758 shares of restricted stock in the quarter ended September 30, 2025 that fully vests in December 2025.

Current wording

Equity based compensation for the three months ended March 31, 2026 and 2025 totaled approximately $160,000 and $0, respectively. The expense recognized in the first quarter of 2026 is a result of restricted stock units awarded that vests through 2028 as well as 153,024 shares awarded to vendors in 2026.

Previous wording

The net loss for the three months ended September 30, 2025 was approximately $5.1 million, or $(0.85) per share, compared to a net loss of $0.3 million, or $(0.53) per share, in the three months ended September 30, 2024.

Current wording

The net loss for the first quarter of 2026 was approximately $5.6 million, or $(0.16) per share, compared to a net loss of $2.1 million, or $(2.95) per share, in the first quarter of 2025.

Previous wording

Net cash used in operating activities was approximately $9.8 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively. Cash used in operating activities increased in the nine months ended September 30, 2025 primarily due to the activity from the Acquisition in March 2025, such as the increase in deferred revenue, accrued expenses and prepaids, and legal and professional fees in connection the Acquisition.

Current wording

Net cash used in operating activities was approximately $3.1 million and $1.4 million for the three months ended March 31, 2026 and 2025, respectively. Cash used in operating activities increased in the three months ended March 31, 2026 primarily due to the activity from post-acquisition operations for a full quarter in 2026 as compared to the post-acquisition operations for the period from the acquisition date of March 7. 2025 to March 31, 205, such as the increase in deferred revenue, accrued expenses and prepaids, and legal and professional fees in connection the Acquisition.

Previous wording

Net cash provided by financing activities was approximately $10.2 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively. The difference is mostly attributed to the net proceeds from notes payable, convertible debt, and financing arrangements of approximately $5.4 million, net proceeds from the Equity Line of Credit of approximately $4.3 million and net proceeds from issuance of Series C Preferred Stock of approximately $703,000 during the nine months ended September 30, 2025.

Current wording

Net cash provided by financing activities was approximately $1.2 million and $2.0 million for the three months ended March 31, 2026 and 2025, respectively. In 2026, the Company received $1.3 million from the ATM and $381,000 from the ELOC as well as paid $430,000 towards debt. This is in comparison to 2025 which had debt proceeds of $1.5 million and net proceeds from issuance of Series C Stock of approximately $500,000.

Previous wording

Our primary cash needs are for working capital purposes, such as producing or purchasing inventory and funding operating expenses. We have funded our operations through equity and debt financings, as described in Notes 10, 11, 12 and 17 to our financial statements.

Current wording

Our primary cash needs are for working capital purposes, such as producing or purchasing inventory and funding operating expenses. We have funded our operations through equity and debt financings, as described under the caption “Financing Transactions” below.

Previous wording

We have incurred losses and negative cash flows from operations since our inception in May 2019, including net losses of approximately $12.3 million and $2.4 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had an accumulated deficit of approximately $41.6 million and a total stockholders’ equity of approximately $71.2 million. We expect to incur losses in future periods as we continue to operate our business and incur expenses associated with being a public company.

Current wording

We have incurred losses and negative cash flows from operations since our inception in May 2019, including net losses of approximately $5.6 million and $2.1 million during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, we had an accumulated deficit of approximately $90 million and a total stockholders’ equity of approximately $6.8 million. We expect to incur losses in future periods as we continue to operate our business and incur expenses associated with being a public company.

Previous wording

As of September 30, 2025, we had approximately $300,000 in cash, $57,000 in accounts receivable, $174,000 in inventory and $573,000 in prepaid expenses. On September 30, 2025, current assets amounted to approximately $1.3 million and current liabilities were approximately $27.3 million, resulting in a working capital deficit (with working capital defined as current assets minus current liabilities) of approximately $26.0 million.

Current wording

As of March 31, 2026, we had approximately $850,000 in cash, $43,000 in inventory and $1.1 million in prepaid expenses. On March 31, 2026, current assets amounted to approximately $2.1 million and current liabilities were approximately $24.3 million, resulting in a working capital deficit (with working capital defined as current assets minus current liabilities) of approximately $22.2 million.

Previous wording

At the current reduced pace of incurring expenses and with receipt of additional financing, including proceeds from an equity line of credit entered into by the Company on May 6, 2025 (see Note 11) and the receipt of proceeds from the expected sales of inventory, the Company projects that the existing cash balance will be sufficient to fund current operations into 2026. The Company may require additional debt or equity financing to satisfy its existing obligations and sustain existing operations. Additional financing may not be available on favorable terms or at all. If additional financing is available, it may be highly dilutive to existing stockholders and may otherwise include burdensome or onerous terms. The Company’s inability to raise additional working capital in a timely manner will negatively impact the ability to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company’s business plan, leading to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings. Should this occur, the value of any investment in the Company’s securities would be adversely affected.

Current wording

At the current pace of incurring expenses and with receipt of additional financing, including potential proceeds pursuant to the ELOC and ATM (see Note 11) and the receipt of proceeds from the expected sales, the Company projects that the existing cash balance will be sufficient to fund current operations into 2027. The Company may require additional debt or equity financing to satisfy its existing obligations and sustain existing operations. Additional financing may not be available on favorable terms or at all. If additional financing is available, it may be highly dilutive to existing stockholders and may otherwise include burdensome or onerous terms. The Company’s inability to raise additional working capital in a timely manner will negatively impact the ability to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company’s business plan, leading to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings. Should this occur, the value of any investment in the Company’s securities would be adversely affected.

Previous wording

We have funded our operations through debt and equity financing, as described in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K for the year ended December 31, 2024 under the caption “Financing Transactions,” and as described in this report under the caption “Liquidity and Capital Resources” and Notes 10, 11, and 17 to our financial statements.

Current wording

We have funded our operations through debt and equity financing, as described in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K for the year ended December 31, 2025 under the caption “Financing Transactions,” and as described in this report under the caption “Liquidity and Capital Resources” and Note 11 to our financial statements.