AMAZE HOLDINGS, INC.

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to those statements as included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See “Cautionary Note Regarding Forward-looking Statements.” Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to those statements as included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See “Cautionary Statement Concerning Forward-Looking Statements.” Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

The E-Commerce segment operates a creator-focused, end-to-end commerce platform designed to streamline product sales, subscription offerings, and digital content delivery. Our tools support a diverse range of creators—from independent digital entrepreneurs to small businesses—by integrating storefront customization, payment processing, merchandising, and performance analytics. While the Amaze platform enables a variety of monetization models, our financial results are categorized into revenue channels consistent with historical presentation.

Current wording

The Company’s business is currently focused on operating a creator-focused, end-to-end commerce platform designed to streamline product sales, subscription offerings, and digital content delivery. Our tools support a diverse range of creators—from independent digital entrepreneurs to small businesses—by integrating storefront customization, payment processing, merchandising, and performance analytics. While the Amaze platform enables a variety of monetization models, our financial results are categorized into revenue channels consistent with historical presentation.

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, 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.

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, prior Chief Executive Officer of the Company.

Previous wording

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

Current wording

Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software with Amaze Software as the surviving company and a wholly owned subsidiary of the Company, and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition included 750,000 shares of the Company’s Series D Preferred Stock plus warrants (the “Merger Warrants”) to purchase an aggregate of 47,556 shares of the Company’s common stock.

Previous wording

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

Current wording

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

Previous wording

The following table shows key financial metrics for the three months ended below:

Current wording

The following table shows key financial metrics for the three and six months ended approximately below:

Previous wording

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

Current wording

For the six months ended June 30, 2026, our revenues were derived from the following channels:

Previous wording

We calculate net revenue percentage by channel as net revenue made through our wholesale channel to distributors, through our wholesale channel directly to retail accounts, and through our DTC channel, respectively, as a percentage of our total net revenue. We monitor net revenue percentage across revenue channels to understand the effectiveness of our distribution model and to ensure we are employing resources effectively as we engage customers.

Current wording

We calculate net revenue percentage by channel as net revenue made through our DTC channel, E-commerce and subscriptions, respectively, as a percentage of our total net revenue. We monitor net revenue percentage across revenue channels to understand the effectiveness of our distribution model and to ensure we are employing resources effectively as we engage customers.

Previous wording

Revenue percentages by channel for the three month periods were as follows:

Current wording

Revenue percentages by channel for the three and six month periods were as follows:

Previous wording

Revenues, Cost of Revenues and Gross Income (Loss)

Current wording

Revenues, Cost of Revenues and Gross Income

Previous wording

Depreciation and amortization for the three months ended March 31, 2026 and 2025 totaled approximately $1.0 million and $600, respectively. This was primarily a result of acquisition of $25.4 million in intangibles from the 2025 acquisitions (see Note 2). Amortization expense was $1.0 million for the three months ended March 31, 2026.

Current wording

Depreciation and amortization for the three months ended June 30, 2026 and 2025 totaled approximately $1.1 million and $2,000, respectively. This was primarily a result of acquisition of $25.4 million in intangibles from the 2025 acquisitions (see Note 2). Amortization expense was $1.1 million and $0 for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

Other expenses for the three months ended March 31, 2026 totaled approximately $308,000, which compiled of interest expense at approximately $138,000 and a loss of approximately $260,000 in change in fair value of convertible debt, both of which were due to 2025 financing instruments. The total other expenses included other income of $21,000 and a gain on extinguishment of liabilities of approximately $69,000. Total other income for the three months ended March 31, 2025 totaled approximately $199,000. This was predominately comprised of approximately $241,000 in interest expense, $18,000 gain on extinguishment of liabilities, other income of $27,000 and an unrealized loss on equity investment of $4,000.

Current wording

Total other income (expenses) for the three months ended June 30, 2026 totaled approximately $244,000, which comprised of interest expense at approximately $67,000 and a loss of approximately $28,000 in change in fair value of convertible debt, both of which were due to 2025 financing instruments. The total other income included gain on extinguishment of liabilities of approximately $343,000. Total other expense for the three months ended June 30, 2025 totaled approximately $762,000. This was predominately comprised of approximately $684,000 in interest expense, other expense of $27,000 and a realized loss on equity investment of $51,000.

Previous 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.

Current wording

The net loss for the three months ended June 30, 2026 was approximately $4.4 million, or $(0.60) per share, compared to a net loss of $5.0 million, or $(25.16) per share, for the three months ended June 30, 2025.

Previous 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.

Current wording

Total revenues for the six months ended June 30, 2026 was approximately $1.1 million, up 17% from approximately $930,000 for the six months ended June 30, 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

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.

Current wording

Selling, general, and administrative (SG&A) expenses increased to approximately $8.5 million in the six months ended June 30, 2026, compared to $6.8 million in the six months ended June 30, 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

Net cash used in investing activities was approximately $142,000 and $308,000 for the three months ended March 31, 2026 and 2025, respectively. The 2026 activity is from costs capitalized from internally developed software. The 2025 activity was attributed to the note receivable issued to Amaze Software, Inc. prior to the Acquisition. See Note 2.

Current wording

Net cash used in investing activities was approximately $482,000 and $308,000 for the six months ended June 30, 2026 and 2025, respectively. The 2026 activity is from costs capitalized from internally developed software and the Kast acquisition. The 2025 activity was attributed to the note receivable issued to Amaze Software, Inc. prior to the Acquisition. See Note 2.

Previous 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.

Current wording

Net cash provided by financing activities was approximately $7.2 million and $4.4 million for the six months ended June 30, 2026 and 2025, respectively. In 2026, the Company received net $6.8 million from the ATM and net $1.3 million from the ELOC as well as paid $1.0 million towards debt. This is in comparison to 2025 which primarily had debt proceeds of $3.5 million and net proceeds from issuance of Series C Stock of approximately $785,000.

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 under the caption “Financing Transactions” below.

Current wording

Our primary cash needs are for working capital purposes, such as 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 $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.

Current wording

We have incurred losses and negative cash flows from operations since our inception in May 2019, including net losses of approximately $10.0 million and $7.1 million during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had an accumulated deficit of approximately $94.5 million and a total stockholders’ equity of approximately $9.1 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 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.

Current wording

As of June 30, 2026, we had approximately $2.4 million in cash and $1.2 million in prepaid expenses. On June 30, 2026, current assets amounted to approximately $3.7 million and current liabilities were approximately $22.9 million, resulting in a working capital deficit (with working capital defined as current assets minus current liabilities) of approximately $19.2 million.

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, 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.

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 Notes 10 and 11 to our financial statements.