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AMAZE HOLDINGS, INC.

For the period ended Mar 31, 2025. Filed May 20, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 20, 2025

AMZE$0.07-41.1%Stored close · as of Sep 29, 2026
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑** QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For thequarterly period ended March 31,2025

or

☐** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the transition period from _________________________ to _________________________

Commission File Number:001-41147

Amaze Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada87-3905007
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
2901 West Coast Highway, Suite 200Newport Beach, CA 92663
(Address of principal executive offices)(Zip Code)

(855) 766-9463

(Registrant’s telephone number, including area code)

Fresh Vine Wine, Inc.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par valueAMZENYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☑Yes ☐No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☑Yes ☐No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☑Smaller reporting company ☑
Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☑No

As of May 20, 2025, the registrant had 17,333,068 shares of common stock outstanding.

TABLE OF CONTENTS

Page No.
PART I. FINANCIAL INFORMATION1
Item 1. Financial Statements1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 3. Quantitative and Qualitative Disclosures About Market Risk34
Item 4. Controls and Procedures34
PART II. OTHER INFORMATION35
Item 1. Legal Proceedings35
Item 1A. Risk Factors36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds36
Item 3. Defaults Upon Senior Securities36
Item 4. Mine Safety Disclosures36
Item 5. Other Information36
Item 6. Exhibits37
Signatures38

i

Cautionary Statement Concerning Forward-Looking Statements

We make forward-looking statements in this Quarterly Report on Form 10-Q. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties, and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements in this report represent our views as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements whether as a result of new information, future developments or otherwise, and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

●our ability to continue as a going concern in the absence of obtaining additional financing;
●our ability to obtain additional financing within timeframes required on terms acceptable to us, or at all;
●the strategy or future operations of our company;
●our company’s projected financial performance;
●expectations concerning our relationships and actions with third parties;
●our ability to retain or recruit, or effect changes required in, our officers, key employees or directors;
●our ability to anticipate market needs and/or develop new or enhanced products or services to meet those needs;
●our ability to manage our growth and expand our infrastructure;
●our beliefs regarding future global and national macroeconomic conditions and the impact on us, creators and consumers;
●the expected impact of quarterly and seasonal fluctuations on our operating results;
●our ability to continue to protect our trademarks and other intellectual property rights, including our brand and reputation;
●our ability to continue to comply with laws and regulations affecting our business, including those relating to the manufacture, sale and distribution of wine;
●expected competition in the markets in which we operate;

ii

●the anticipated effect on our business and financial condition of litigation to which we are or may become a party;
●our ability to operate, update or implement our IT systems;
●our ability to protect and safeguard against cybersecurity risks and breaches;
●our ability to successfully pursue strategic acquisitions and integrate acquired businesses;
●our ability to remediate any material weakness in, or to maintain effective, internal controls over financial reporting and disclosure controls and procedures;
●the potential liquidity and trading of our securities;
●the future trading prices of our common stock and the impact of securities analysts’ reports on these prices;
●our ability to pay accrued dividends to the holders of our Series A Convertible Preferred Stock; and
●any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans and the anticipated timing of filings.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in the other reports and documents that we file with the SEC, and in this Quarterly Report on Form 10-Q, including our ability to execute our plans and strategies; our limited operating history and history of losses; our financial position and need for additional capital; our ability to attract and retain our creator base and expand the range of products available for sale; we may experience difficulties in managing our growth and expenses; we may not keep pace with technological advances; there may be undetected errors or defects in our software or issues related to data computing, processing or storage; our reliance on third parties to provide key services for our business, including cloud hosting, marketing platforms, payment providers and network providers; failure to maintain or enhance our brand; our ability to protect our intellectual property; significant interruptions, delays or outages in services from our platform; significant data breach or disruption of the information technology systems or networks and cyberattacks; risks associated with international operations; general economic and competitive factors affecting our business generally; changes in laws and regulations, including those related to privacy, online liability, consumer protection, and financial services; our dependence on senior management and other key personnel; and our ability to attract, retain and motivate qualified personnel and senior management.

Other sections of this Quarterly Report on Form 10-Q may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

iii

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