AMAZE HOLDINGS, INC.

PROPOSAL 4

REVERSE STOCK SPLIT PROPOSAL

General

Our Board of Directors has unanimously approved an amendment to our Articles of Incorporation to effect a reverse stock split of all issued and 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 our Board of Directors. Effecting the reverse stock split would reduce the number of outstanding shares of our Common Stock. The text of the proposed form of amendment to our Articles of Incorporation, which we refer to as the Certificate of Amendment, is attached hereto as Appendix A.

Our stockholders are being asked to approve the proposed Certificate of Amendment pursuant to Proposal 4, and to grant authorization to our board to determine, at its option, whether to implement a reverse stock split, including its specific timing and ratio.

Should we receive the required stockholder approval for Proposal 4, our Board will have the sole authority to elect, at any time on or prior to the one-year anniversary of the annual meeting and without the need for any further action on the part of our stockholders, whether to effect a reverse stock split and the number of whole shares of our Common Stock, between and including ten (10) and fifty (50), that will be combined into one share of our Common Stock.

We are proposing that our board have the discretion to select the exact reverse stock split ratio from within a range between and including 1-for-10 to 1-for-50, rather than proposing that stockholders approve a specific ratio at this time, in order to give our board the flexibility to implement a reverse stock split at a ratio that reflects the board’s then-current assessment of the factors described below under “Criteria to be Used for Determining Whether to Implement the Reverse Stock Split.” If our Board decides to implement a reverse stock split, we will file the Certificate of Amendment with the Secretary of State of the State of Nevada and the reverse stock split will be effective at the time set forth in the Certificate of Amendment. Except for adjustments that may result from the treatment of fractional shares as described below, each of our stockholders will hold the same percentage of our outstanding Common Stock immediately following the reverse stock split as such stockholder holds immediately prior to the reverse stock split.

Reasons for Reverse Stock Split

To maintain our listing on NYSE American

Our common stock is currently listed on the NYSE American. We intend to file an initial listing application with NYSE American to seek listing of the combined company on the NYSE American in connection with seeking stockholder approval of Series D Preferred Stock Conversion Proposal at the annual meeting. According to the NYSE American Company Guide, an issuer must apply for initial listing in connection with a “reverse merger,” whereby a listed issuer combines with, or into, an entity not listed on the NYSE American, resulting in a change of control of the listed issuer and potentially allowing the unlisted entity to obtain an NYSE American listing. Accordingly, the listing standards of NYSE American will require us to have, among other things, a $3.00 per share minimum bid price upon stockholder approval of the Series D Preferred Stock Conversion Proposal at the annual meeting. As of May 6, 2025, the closing price of our Common Stock was $0.48 per share.

Our failure to comply with the minimum bid price requirement could result in delisting. If our Common Stock were delisted from the NYSE American, our Board believes that such delisting would adversely affect the market liquidity of our Common Stock, decrease the market price of our Common Stock, adversely affect our ability to obtain financing for the continuation of our operations and result in the loss of confidence in our company.

Our Board believes that the proposed reverse stock split is a potentially effective means for us to maintain compliance with the minimum bid price requirement and to avoid, or at least mitigate, the likely adverse consequences of our Common Stock being delisted from the NYSE American by producing the immediate effect of increasing the bid price of our Common Stock.

To potentially improve the marketability and liquidity of our Common Stock.

Our Board believes that the increased market price of our Common Stock expected as a result of implementing a reverse stock split could improve the marketability and liquidity of our Common Stock and encourage interest and trading in our common stock.

Our Board believes that retaining our listing on the NYSE American is in the best interests of our combined company and our stockholders and is crucial to stockholder value and liquidity and our long-term business prospects.

Criteria to be Used for Determining Whether to Implement the Reverse Stock Split

In determining whether to implement the reverse stock split and which reverse stock split ratio to implement, if any, following receipt of stockholder approval of Proposal 4, our Board may consider, among other things, various factors, such as:

Principal Effects of the Reverse Stock Split

A reverse stock split refers to a reduction in the number of outstanding shares of a class of a corporation’s capital stock, which may be accomplished, as in this case, by reclassifying and combining all of the outstanding shares of our Common Stock into a proportionately smaller number of shares of our Common Stock. If our Board decides to implement a 1-for-20 reverse stock split of our Common Stock, then a stockholder holding 10,000 shares of our Common Stock before the reverse stock split would instead hold 500 shares of our Common Stock immediately after the reverse stock split.

If approved and implemented, the principal effects of the reverse stock split would include the following, all of which have been considered by our Board in approving the reverse stock split:

The reverse stock split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 under the Exchange Act. We will continue to be subject to the periodic reporting requirements of the Exchange Act.

The reverse stock split will be affected simultaneously for all outstanding shares of our Common Stock. The reverse stock split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage interest in us, except for immaterial adjustments that may result from the treatment of fractional shares as described below. Shares of our Common Stock issued pursuant to the reverse stock split will remain fully paid and nonassessable.

The following table, which is for illustrative purposes only, illustrates the effects of a 1-for-10 and 1-for-50 reverse stock split on our Common Stock (without giving effect to the treatment of fractional shares):

(1) Includes outstanding (i) 14,343,969 Warrants without regard to any beneficial ownership limitation; (ii) 69,89 stock options; (iii) 1,500,000 shares of our Common Stock issuable upon conversion of convertible notes; (iv) 1,730,108 shares of our Common Stock reserved for future issuance under the 2021 Equity Incentive Plan (without taking into account the increase in the number of authorized shares pursuant to Proposal 9; (v) 11,791,584 shares of our Common Stock issuable upon conversion of 9,350 shares of Series A Preferred Stock outstanding (assuming a Conversion Price of $0.10 per share, with dividends accrued on the Series A Preferred Stock through April 14, 2025, and without regard to any conversion or beneficial ownership limitations); (vi) 11,100,000 shares of our Common Stock issuable upon conversion of 50,000 shares of Series B Preferred Stock outstanding (assuming a Conversion Price of $0.45 per share and without regard to any conversion or beneficial ownership limitations); (vii) 1,540,000 shares of our Common Stock issuable upon conversion of 7,700 shares of Series C Preferred Stock outstanding (assuming a Conversion Price of $0.50 per share and without regard to any conversion or beneficial ownership limitations); and (viii) 93,750,000 shares of our Common Stock issuable upon conversion of 750,000 shares of Series D Preferred Stock outstanding (assuming a Conversion Price of $0.80 per share and without regard to any conversion or beneficial ownership limitations), each as of record date.

Certain Risks Associated with the Reverse Stock Split

We cannot assure you that the proposed reverse stock split will increase our stock price for a sustained period or have the desired effect of maintaining compliance with NYSE American rules*.*

We expect that the reverse stock split will increase the market price of our Common Stock. However, the effect of the reverse stock split upon the market price of our Common Stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in like circumstances is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share price of our Common Stock after the reverse stock split will not rise in proportion to the reduction in the number of shares of our Common Stock outstanding resulting from the reverse stock split, and the reverse stock split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. In addition, although we believe the reverse stock split may enhance the desirability of our common stock to certain potential investors, we cannot assure you that, if implemented, our Common Stock will be more attractive to institutional and other long-term investors. Even if we implement the reverse stock split, the market price of our Common Stock may decrease due to factors unrelated to the reverse stock split. In any case, the market price of our Common Stock may also be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the reverse stock split is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the reverse stock split.

Even if the market price per post-reverse stock split share of our Common Stock remains in excess of $3.00 per share, we may be delisted due to a failure to meet other continued listing requirements. If we are unable to satisfy the NYSE American criteria for continued listing, our common stock would be subject to delisting. A delisting of our Common Stock could negatively impact us by, among other things, (i) reducing the liquidity and market price of our Common Stock; (ii) reducing the number of investors willing to hold or acquire our Common Stock, which could negatively impact our ability to raise equity financing; (iii) decreasing the amount of news and analyst coverage of us; (iv) limiting our ability to issue additional securities or obtain additional financing in the future; (v) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees. In addition, delisting from NYSE American may negatively impact our reputation and, consequently, our business.

The proposed reverse stock split may decrease the liquidity of our Common Stock and result in higher transaction costs.

The liquidity of our Common Stock may be negatively impacted by a reverse stock split, given the reduced number of shares that would be outstanding after the reverse stock split. In addition, if a reverse stock split is implemented, it will increase the number of our stockholders who own “odd lots” of fewer than 100 shares of our Common Stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock. Accordingly, a reverse stock split may not achieve the desired results of increasing marketability and liquidity of our Common Stock described above.

The effective increase in the authorized number of shares of our Common Stock as a result of the reverse stock split could have anti-takeover implications.

The implementation of a reverse stock split will result in an effective increase in the authorized number of shares of our Common Stock, which could, under certain circumstances, have anti-takeover implications. The additional shares of Common Stock that would become available for issuance if this Proposal 4 is approved and a reverse stock split is implemented could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or our management. While the Board has not adopted a stockholder rights plan which, under certain circumstances related to an acquisition of our securities that is not approved by the Board, would give certain holders the right to acquire additional shares of our Common Stock at a low price, the Board may elect to adopt a rights plan in the future. The Board also could strategically sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this Proposal 4 has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), stockholders should be aware that approval of this Proposal 4 could facilitate future efforts by us to deter or prevent changes in control, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.

Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates

If our stockholders approve the amendment to our Articles of Incorporation to effect the reverse stock split, and if our Board still believes that a reverse stock split is in our best interests and the best interests of our stockholders, we will file the amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada at such time as our Board has determined to be the appropriate split effective time. Beginning at the split effective time, each certificate representing pre-split shares of our Common Stock will be deemed for all corporate purposes to evidence ownership of post-split shares of our Common Stock.

The form of amendment to the Articles of Incorporation set forth in Appendix A to this proxy statement has been approved by our Board of Directors. By approving the reverse stock split, our stockholders also will be approving the form of amendment to our Articles of Incorporation set forth in Appendix A to this proxy statement.

As soon as practicable after the split effective time, our stockholders will be notified that the reverse stock split has been effected. We expect that our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates, if any. Holders of pre-split shares of our Common Stock holding all of their shares electronically in book-entry form with our transfer agent do not need to take any action to receive post-split shares. Holders of pre-split shares of our Common Stock held in certificated form will be asked to surrender to the exchange agent certificates representing pre-split shares of our Common Stock in exchange for certificates representing post-split shares of our Common Stock in accordance with the procedures to be set forth in a letter of transmittal to be sent by us. Upon receipt of the holder’s pre-split certificate(s) and the properly completed and executed letter of transmittal, the holder will be issued the appropriate number of shares of our Common Stock electronically in book-entry form under the Direct Registration System. No new shares in book-entry form will be reflected until the holder surrenders the holder’s outstanding pre-split certificate(s), together with the properly completed and executed letter of transmittal, to the exchange agent. Any pre-split shares of our Common Stock submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split shares of our Common Stock.Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) unless and until requested to do so.

Fractional Shares

No fractional shares of our Common Stock will be issued in connection with the reverse stock split. Fractional shares will not be issued. Instead, we will issue a full share of post-reverse stock split our Common Stock to any stockholder who would have been entitled to receive a fractional share of our Common Stock as a result of the reverse stock split.

By approving the amendment to our Articles of Incorporation to effect the reverse stock split, stockholders will be approving the combination of twenty to fifty (or any number in between) outstanding shares of our Common Stock, as approved by our Board of Directors, into one share of our Common Stock.

Accounting Consequences

The par value per share of our Common Stock will remain unchanged at $0.001 per share after the reverse stock split. As a result, at the split effective time of the reverse stock split, the stated capital on our balance sheet attributable to our Common Stock will be reduced proportionately based on the ratio, from its present amount, and the additional paid-in capital account will be increased for the amount by which the stated capital is reduced. After the reverse stock split, net income or loss per share, and other per share amounts will be increased because there will be fewer shares of our Common Stock outstanding. In future financial statements, net loss per share and other per share amounts for periods ending before the reverse stock split will be restated to give retroactive effect to the reverse stock split.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of the material U.S. federal income tax consequences of the reverse stock split to U.S. holders. For purposes of this discussion, a “U.S. holder” is a beneficial owner of our Common Stock that, for U.S. federal income tax purposes, is or is treated as:

This discussion does not purport to be a complete analysis of all potential tax consequences that may be relevant to U.S. holders. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. holder. We have not sought and do not intend to seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a position contrary to that discussed below regarding the tax consequences of the reverse stock split.

This discussion is limited to U.S. holders that hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment) both before and after the reverse stock split. This discussion does not address all U.S. federal income tax consequences that may be relevant to a U.S. holder’s particular circumstances, including the impact of the alternative minimum tax or the Medicare contribution tax on net investment income or the rules related to “qualified small business stock” within the meaning of Section 1202 of the Code. In addition, it does not address consequences relevant to U.S. holders subject to special rules, including, without limitation:

If an entity treated as a partnership for U.S. federal income tax purposes holds our Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

IT IS RECOMMENDED THAT STOCKHOLDERS CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

We intend to report the reverse stock split as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code. In general, and subject to the qualifications set forth below, if the reverse stock split qualifies as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code, and no cash is received as a result of the reverse stock split, a U.S. holder should not recognize gain or loss upon the reverse stock split, except for a stockholder receiving an additional share of our Common Stock in lieu of a fractional share (as described below). In addition, provided that the reverse stock split qualifies as a “recapitalization,” a U.S. holder’s aggregate tax basis in the shares of our Common Stock received pursuant to the reverse stock split should equal the aggregate tax basis of the shares of our Common Stock surrendered excluding any portion of such basis that is allocated to any fractional share of our Common Stock, and such U.S. holder’s holding period in the shares of our Common Stock received should include the holding period in the shares of our Common Stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of our Common Stock surrendered, for the shares of our Common Stock received pursuant to the reverse stock split. Holders of shares of our Common Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares of our Common Stock.

A stockholder who receives one whole share of our Common Stock in lieu of a fractional share generally may recognize gain in an amount not to exceed the excess of the fair market value of such share over the fair market value of the fractional share to which the stockholder was otherwise entitled. Such capital gain or loss should be long-term capital gain or loss if the U.S. holder’s holding period for the Common Stock surrendered exceeded one year at the effective time of the reverse stock split. The deductibility of any capital loss is subject to limitations.

Reservation of Right to Abandon Reverse Stock Split

Notwithstanding approval of this Proposal 4 by our stockholders, our Board of Directors may, in its sole discretion, abandon the proposed amendment and determine prior to the effectiveness of any filing with the Secretary of State of the State of Nevada not to effect the reverse stock split, as permitted under Section 78.390 of the Nevada Revised Statutes.

The affirmative vote of the holders of a majority of the voting power of the shares holders of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote at the annual meeting is required for approval of Proposal 4.

THE BOARD RECOMMENDS A VOTE “FOR” THE REVERSE STOCK SPLIT PROPOSAL.