AMAZE HOLDINGS, INC.

DEF 14A 1 amze0506def14a.htm SCHEDULE 14A DEFINITIVE PROXY STATEMENT

**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

Check the appropriate box:

**(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):

May 7, 2025

Dear Stockholders:

You are cordially invited to join us for our 2025 annual meeting of stockholders, which will be held virtually on Thursday, June 12, 2025, at 1:00 p.m., Eastern Time. The virtual meeting can be accessed by visiting meetnow.global/MDLZW4V.

The notice of the 2025 annual meeting of stockholders 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.

We look forward to having you attend the virtual meeting.

Sincerely,

Interim Chief Executive Officer

**2901 West Coast Highway, Suite 200

Newport Beach, CA 92663

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON June 12, 2025

TO THE STOCKHOLDERS OF AMAZE HOLDINGS, INC.: NOTICE IS HEREBY GIVEN that the 2025 annual meeting of stockholders of Amaze Holdings, Inc. will be held exclusively online via audio-only webcast at meetnow.global/MDLZW4V, on June 12, 2025, at 1:00 p.m., Eastern Time, or at any adjournment or postponement thereof. The annual meeting is being held for the following purposes: 1. To elect the 7 director nominees named in the accompanying proxy statement to hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified (the “Election of Directors Proposal”); 2. To ratify the appointment of Wipfli LLP as the independent registered public accounting firm of the Company for fiscal year 2025 (the “Ratification of Independent Registered Public Accounting Firm Proposal”); 3. To approve the issuance of shares of our common stock upon conversion of the Series D Convertible Preferred Stock and the exercise of warrants, which will exceed the “Exchange Share Cap” and “Individual Holder Share Cap” limitations provided for in the Certificate of Designation of Series D Convertible Preferred Stock, and result in a change of control of the Company, pursuant NYSE American Company Guide Section 712(b) and Section 713(b) (the “Series D Preferred Stock Conversion Proposal”); 4. To approve an amendment to the Company’s Articles of Incorporation to effect, at the discretion of the Board on or prior to the one-year anniversary of the date on which the reverse stock split is approved by the stockholders at the annual meeting, a reverse stock split of the outstanding shares of our common stock, at a ratio in the range of 1-for-10 to 1-for-50, with such ratio and implementation and timing of the reverse stock split to be determined in the discretion of the board of directors (the “Reverse Stock Split Proposal”); 5. 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 or exchange of the Series A Convertible Preferred Stock in excess of the “Exchange Share Cap” and “Individual Holder Share Cap” limitations provided for in the Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Preferred Stock Conversion Proposal”); 6. 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 or exchange of the Series B Convertible Preferred Stock in excess of the “Exchange Share Cap” and “Individual Holder Share Cap” limitations provided for in the Certificate of Designation of Series B Convertible Preferred Stock (the “Series B Preferred Stock Conversion Proposal”); 7. 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 or exchange of the Series C Convertible Preferred Stock in excess of the “Exchange Share Cap” and “Individual Holder Share Cap” limitations provided for in the Certificate of Designation of Series C Convertible Preferred Stock (the “Series C Preferred Stock Conversion Proposal”); 8. To approve an amendment to the Company’s Articles of Incorporation to increase the number of our authorized shares of common stock from 100,000,000 to 250,000,000 and to make a corresponding change to the total number of authorized shares of capital stock (the “Authorized Common Stock Increase Proposal”); 9. To approve an amendment and restatement of the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan to increase the total number of shares of common stock available for issuance under that plan to 20,800,000 shares (prior to giving effect to the reverse stock split) (the “Equity Plan Amendment Proposal”); 10. To approve, for purposes of complying with Section 713(a) of the NYSE American Company Guide, the issuance of 20% or more of our issued and outstanding common stock pursuant to the Securities Purchase Agreement dated as of May 6, 2025 between the Company and C/M Capital Master Fund, LP (the “ELOC Issuance Proposal”); 11.To approve a proposal to adjourn the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any one or more of the foregoing proposals (the “Adjournment Proposal”); and 12. To transact any other business as may properly come before the annual meeting or any adjournments thereof. These items of business are more fully described in the proxy statement accompanying this Notice. The record date for the annual meeting is April 14, 2025. 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 Michael Pruitt Interim Chief Executive Officer May 7, 2025

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 1:00 p.m., Eastern time on June 12, 2025. The proxy statement and annual report to security holders are available at www.envisionreports.com/AMZE.

TABLE OF CONTENTS

**2901 West Coast Highway, Suite 200

Newport Beach, California 92663

**PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 12, 2025