Fresh Vine Wine Inc

In addition to the other information set forth in this Quarterly Report on Form 10-Q, including the risk factors set forth below, 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.

Risks Relating to Business Combination

The following factors relate to the Company’s pending business combination pursuant to the Business Combination Agreement dated as of November 3, 2024 that we entered into with ( i) Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Pubco”), (ii) VINE Merger Sub Inc., a Delaware corporation and wholly subsidiary of Pubco (“VINE Merger Sub”), (iii) Adifex Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Adifex Merger Sub”), and (iv) Adifex Holdings LLC, a Delaware limited liability company (“Adifex”). The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

The announcement and pendency of the Business Combination Agreement may have an adverse effect on our business, operating results and our stock price, and may result in the loss of employees, customers, suppliers, and other business partners.

We are subject to risks in connection with the announcement and pendency of the Business Combination regardless of whether the Business Combination is completed, including, but not limited to, the following:

The adverse effects of the pendency of the Business Combination could be exacerbated by any delays in completion of the Business Combination or termination of the Business Combination Agreement.

While the Business Combination is pending, we are subject to contractual restrictions that could harm our business, operating results and our stock price.

The Business Combination Agreement includes restrictions on the conduct of our business prior to the completion of the Business Combination, generally requiring us to conduct our business and operations in the ordinary course of business and in material compliance with all applicable laws and the requirements of material contracts, and to not engage in certain specified activities without Adifex’s prior consent. We may find that these and other obligations in the Business Combination Agreement may delay or prevent us from or limit our ability to respond effectively to competitive pressures, industry developments and future business opportunities that may arise during such period, even if our management and board of directors think they may be advisable. These restrictions could adversely impact our business, operating results and our stock price and our perceived acquisition value, regardless of whether the Business Combination is completed.

The failure to complete the Business Combination within the expected timeframe or at all may adversely affect our business and our stock price.

The consummation of the Business Combination is subject to a number of closing conditions, including, among other things:

• approval by our stockholders of the Business Combination Agreement, including the Business Combination;

• the SEC having declared the registration statement on Form S-4 to be effective;

• completion of the acquisition of Amaze Software, Inc. by Adifex; and

There can be no assurance that the conditions to the completion of the Business Combination will be satisfied, or that the Business Combination will be completed on the proposed terms, within the expected timeframe or at all. If the Business Combination is not completed, we may be subject to negative publicity or be negatively perceived by the investment or business communities and our stock price could fall to the extent that our current stock price reflects an assumption that the Business Combination will be completed. Furthermore, if the Business Combination is not completed, regardless of the reason, we may suffer other consequences that could adversely affect our business and results of our operations, and our ability to regain and maintain compliance with NYSE American listing standards.

The Business Combination Agreement limits our ability to pursue alternative transactions which could deter a third party from proposing an alternative transaction.

The Business Combination Agreement contains provisions that, subject to certain exceptions, limit our ability to (i) initiate, solicit, or knowingly facilitate the communication, making, submission or announcement of any Acquisition Proposal or Acquisition Inquiry (such terms as defined in the Business Combination Agreement) or take any action that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry, (ii) furnish any non-public information regarding such party to any person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry, (iii) engage in discussions or negotiations with any person with respect to any Acquisition Proposal or Acquisition Inquiry, (iv) approve, endorse or recommend any Acquisition Proposal or (v) execute or enter into any letter of intent or any contract contemplating or otherwise relating to any Acquisition Transaction (as defined in the Business Combination Agreement). It is possible that these or other provisions in the Business Combination Agreement might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of our outstanding common stock from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire our common stock than it might otherwise have proposed to pay.

We and our directors may be subject to litigation challenging the Business Combination, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of the Business Combination and/or result in substantial costs.

Lawsuits and demand letters arising out of the Business Combination may be filed or received in the future. The outcome of any such demands and complaints and any litigation ensuing from such demands and complaints cannot be assured, including the amount of fees and costs associated with defending these claims or any other liabilities that may be incurred in connection therewith. Whether or not any plaintiff’s claim is successful, this type of litigation can result in significant costs and divert our attention and resources from the Business Combination and ongoing business activities, which could adversely affect our operations. In addition, if dismissals are not obtained or a settlement is not reached, these lawsuits could prevent or delay completion of the Business Combination.** **