AMAZE HOLDINGS, INC.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks and uncertainties set forth in our other filings with the SEC, including in our most recent Annual Report on Form 10-K.

We may be unable to maintain our listing on NYSE American due to existing or future continued listing requirements.

Our common stock is listed on the NYSE American. The NYSE American imposes various continued listing standards, the noncompliance with which may result in the delisting of our common stock. For example, Section 1003 of the NYSE American Company Guide imposes continued listing requirements that we may not satisfy in the future. Notably, the rules provide that if the Company’s stock price trades at a “low price per share,” the NYSE American will delist us without a compliance period or opportunity to cure. The NYSE American presently considers $0.10 per share to be a low stock price resulting in immediate delisting. Prior to the date of the filing of this Quarterly Report, our stock price has been trading below $0.21 per share and has declined gradually over the course of the year from $3.29 on January 2. In an effort to avoid falling below $0.10 per share, the Company may effect a reverse stock split. However, there can be no assurance that we will be able to effect such a reverse split in time to avoid our stock price falling below the $0.10 minimum, including due to procedural and advance notice requirements before the reverse split can take effect. Further, under NYSE American Company Guide Rule 1003(f)(vi), an issuer may not effectuate reverse splits over a prior two-year period with a cumulative ratio of 200 shares or more to one. The Company effected a 1-for-23 reverse split on June 12, 2025, and then a 1-for-8 reverse split on July 24, 2026, representing a cumulative ratio of 184-to-1, thereby significantly limiting our remaining ability to increase our stock price through this method until June 12, 2027. Additionally, NYSE American rule changes which take effect in October 2026 impose more stringent continued listing requirements than those currently in effect and increase the minimum “low price per share” described above from $0.10 to $0.25. We have been below this threshold and may therefore become subject to delisting in the future when these rule changes take effect.

Based on the above and potentially other requirements and factors, some of which are beyond our control, we cannot assure you that our common stock will remain listed on the NYSE American. If we are delisted by the NYSE American, the market for and liquidity of our common stock will decline, and you could lose all or part of your investment in us. Further, a delisting would substantially hinder our ability to raise necessary capital, which could have a material adverse effect on us and force us to cease operations.