AMAZE HOLDINGS, INC.

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to those statements as included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See “Cautionary Note Regarding Forward-looking Statements”. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in Part I “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and those set forth under “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to those statements as included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See “Cautionary Note Regarding Forward-looking Statements”. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

On March 7, 2025, Fresh Vine Wine, Inc., which subsequently changed its name to Amaze Holdings, Inc. (the “Company,” “we,” “our,” or “us”) completed its acquisition of Amaze Software, Inc. and its subsidiaries (“Amaze Software”). Accordingly, the financial results for the quarter ended March 31, 2025 reflect the full operations for Amaze Holdings, Inc. and approximately three weeks of the acquired entities. This marks a significant corporate transition and strategic pivot toward a platform-based digital commerce business focused on enabling creators and brands to monetize through direct audience engagement.

Current wording

On March 7, 2025, Fresh Vine Wine, Inc., which subsequently changed its name to Amaze Holdings, Inc. completed the Acquisition of Amaze Software, Inc. and its subsidiaries (“Amaze Software”). Accordingly, the financial results for the quarter ended June 30, 2025 reflect the full operations for Amaze Holdings, Inc. and its subsidiaries. This marks a significant corporate transition and strategic pivot toward a platform-based digital commerce business focused on enabling creators and brands to monetize through direct audience engagement.

Previous wording

We use net revenue, gross profit (loss) and net income (loss) to evaluate the performance of Amaze Holdings. These metrics are useful in helping us to identify trends in our business, prepare financial forecasts and make capital allocation decisions, and assess the comparable health of our business relative to our direct competitors.

Current wording

We use net revenue, gross income (loss) and net income (loss) to evaluate the performance of Amaze Holdings. These metrics are useful in helping us to identify trends in our business, prepare financial forecasts and make capital allocation decisions, and assess the comparable health of our business relative to our direct competitors.

Previous wording

As a result of the Acquisition, our net revenue consists primarily of merchandise sold to fans of creators around the world, which together comprise our creator channel, and directly to individual consumers through our marketplace channel. Net revenues generally represent merchandise sales, digital product sales and shipping. For merchandise sales, revenues are recognized at time of shipment or delivery, depending on the shipping terms. For any subscription sales, revenue is recognized as Monthly Active Users (“MAU”).

Current wording

As a result of the Acquisition, our revenues consists primarily of merchandise sold to fans of creators around the world, which together comprise our creator channel, and directly to individual consumers through our marketplace channel. Revenues generally represent gross merchandise and digital product sales reduced by costs of production and markups and commissions provided to creators. Shipping billed to customers, reduced by costs paid to delivery suppliers is also included in Revenues. For merchandise sales, revenues are recognized at time of shipment or delivery, depending on the shipping terms. For any subscription sales, revenue is recognized as Monthly Active Users (“MAU”).

Previous wording

We refer to the Gross Merchandise Value as “GMV”. GMV consists of a markup or commission added to our wholesale price that we provide creators on our platforms.

Current wording

GMV consists of a markup or commission added to our wholesale price that we provide creators on our platforms.

Previous wording

For the three months ended March 31, 2025, our revenues were derived from the following channels:

Current wording

For the six months ended June 30, 2025, our revenues were derived from the following channels:

Previous wording

Wholesale Channel (to distributors and retail accounts): Includes physical product sales of wine and branded merchandise, primarily through third-party distributors. While the legacy business historically operated through this channel, the first quarter of 2025 reflects a few weeks of activity from acquired subsidiaries.

Current wording

Wholesale Channel (to distributors and retail accounts): Includes physical product sales of wine and branded merchandise, primarily through third-party distributors. While the legacy business historically operated through this channel, the first half of 2025 reflects almost four months of activity from acquired subsidiaries.

Previous wording

For most of our physical products we regularly monitor the cost of the blanks (base product) as we see very little movement over time in the personalization cost of a product, but we do have substantial buying power, and we do work aggressively with all the equipment and consumable suppliers to get “best in class” pricing.

Current wording

For most of our physical products we regularly monitor the cost of blanks (base product) as we see very little movement over time in the personalization cost of a product, but we do have substantial buying power, and we do work aggressively with all the suppliers to get “best in class” pricing.

Previous wording

Gross loss is equal to our net revenue less cost of revenues.

Current wording

Gross income (loss) is equal to our net revenue less cost of revenues.

Previous wording

Total net revenue for the three months ended March 31, 2025 was approximately $60,000, down 42% from approximately $105,000 in the first quarter of 2024. The decrease in net revenue was mostly attributable to decreasing sales and marketing spending as the Company was planning for the Acquisition during the first quarter of 2025.

Current wording

Total net revenue for the three months ended June 30, 2025 was approximately $870,000, up 1134% from approximately $70,000 in the three months ended June 30, 2024. The increase in net revenue was mostly attributable to the addition of revenues from Amaze as the Company closed the Acquisition during the first quarter of 2025.

Previous wording

Cost of revenue for the three months ended March 31, 2025 was approximately $63,000 as compared to $216,000 for the three months ended March 31, 2024. This represents an improvement from the first quarter of 2024, when cost of revenues also exceeded net revenue, leading to a gross loss of approximately $111,000 for the three months ended March 31, 2024 as compared to a gross loss of $3,000 for the three months ended March 31, 2025. Our improved margin profile is attributed to the operating leverage of the Amaze platform, which enables high-margin digital and physical sales with lower incremental cost compared to traditional wholesale models.

Current wording

Cost of revenue for the three months ended June 30, 2025 was approximately $82,000 as compared to $114,000 for the three months ended June 30, 2024. This represents an improvement from the second quarter of 2024, when cost of revenues exceeded net revenue, leading to a gross loss of approximately $44,000 for the three months ended June 30, 2024 as compared to a gross profit of $788,000 for the three months ended June 30, 2025. Our improved margin profile is attributed to the operating leverage of the Amaze platform, which enables high-margin digital and physical sales with lower incremental cost compared to traditional wholesale models.

Previous wording

Other income for the first quarter of 2025 totaled approximately $27,000, while interest expense came in at approximately $241,000, largely tied to new financing instruments. We recorded a $4,000 unrealized loss on our investment in Venu Holdings Corp. and approximately $18,000 gain on extinguishment of liabilities due to payables settlement. Other income for the first quarter of 2024 totaled $39.

Current wording

Other expenses for the three months ended June 30, 2025 totaled approximately $27,000, while interest expense came in at approximately $684,000, largely tied to new financing instruments. Other income for the three months ended June 30, 2024 totaled $0.

Previous wording

Net Revenue, Cost of Revenues and Gross Profit (Loss)

Current wording

Net Revenue, Cost of Revenues and Gross Income (Loss)

Previous wording

Selling, general, and administrative (SG&A) expenses increased to approximately $1.9 million in the first quarter of 2025, compared to $1.1 million in the first quarter of 2024. The increase primarily reflects higher operating costs associated with Amaze’s creator-focused business model, including personnel, legal and professional services related to the reverse merger, and marketing costs to support platform growth. We expect the composition and scale of SG&A to shift in the second quarter as consolidated operations begin to normalize post-merger.

Current wording

Selling, general, and administrative (SG&A) expenses increased to approximately $6.8 million in the six months ended June 30, 2025, compared to approximately $1.9 million in the six months ended June 30, 2024. The increase primarily reflects higher operating costs associated with Amaze’s creator-focused business model, including personnel, legal and professional services related to the Acquisition, and marketing costs to support platform growth. We expect the composition and scale of SG&A to shift in the third quarter as consolidated operations begin to normalize post-Acquisition.

Previous wording

The net loss for the first quarter of 2025 was approximately $2.1 million, or $(0.13) per share, compared to a net loss of $1.2 million, or $(0.08) per share, in the first quarter of 2024.

Current wording

The net loss for the six months ended June 30, 2025 was approximately $7.1 million, or $(6.17) per share, compared to a net loss of $2.1 million, or $(3.09) per share, in the six months ended June 30, 2024.

Previous wording

Net cash used in operating activities was approximately ($1,363,000) and ($333,000) for the three months ended March 31, 2025 and 2024, respectively. Cash used in operating activities increased in the three months ended March 31, 2025 primarily due to the activity from the acquisition in March 2025, such as the increase in deferred revenue, accrued expenses and prepaids, and legal and professional fees in connection the Acquisition.

Current wording

Net cash used in operating activities was approximately $3,902,281 and $946,000 for the six months ended June 30, 2025 and 2024, respectively. Cash used in operating activities increased in the six months ended June 30, 2025 primarily due to the activity from the Acquisition in March 2025, such as the increase in deferred revenue, accrued expenses and prepaids, and legal and professional fees in connection the Acquisition.

Previous wording

Net cash used in investing activities was approximately ($308,000) and $0 for the three months ended March 31, 2025 and 2024, respectively. This was mostly attributed to the note receivable issued to Amaze Software, Inc. prior to the Acquisition. See Note 2.

Current wording

Net cash used in investing activities was approximately $308,000 and $0 for the six months ended June 30, 2025 and 2024, respectively. This is attributed primarily to the issuance of a note receivable in the amount of $900,000 offset by the Acquisition, net of cash of $591,686.

Previous wording

Net cash provided by financing activities was approximately $2.0 million and $105,000 for the three months ended March 31, 2025 and 2024, respectively. The difference is mostly attributed to the proceeds from note payable of $1.5 million and net proceeds from issuance of Series C Stock of approximately $500,000 in 2025.

Current wording

Net cash provided by financing activities was approximately $4,365,631 million and $805,000 for the six months ended June 30, 2025 and 2024, respectively. The difference is mostly attributed to the net proceeds from notes payable, convertible debt, and financing arrangements of $3.5 million and net proceeds from issuance of Series C Preferred Stock of approximately $785,000 during the six months ended June 30, 2025.

Previous wording

We have incurred losses and negative cash flows from operations since our inception in May 2019, including net losses of approximately $2.1 million and $1.2 million during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, we had an accumulated deficit of approximately $31.3 million and a total stockholders’ equity of approximately $74.9 million. We expect to incur losses in future periods as we continue to operate our business and incur expenses associated with being a public company.

Current wording

We have incurred losses and negative cash flows from operations since our inception in May 2019, including net losses of approximately $7.1 million and $2.1 million during the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, we had an accumulated deficit of approximately $36.4 million and a total stockholders’ equity of approximately $70.6 million. We expect to incur losses in future periods as we continue to operate our business and incur expenses associated with being a public company.

Previous wording

As of March 31, 2025, we had approximately $484,000 in cash and restricted cash, $7,000 in accounts receivable, $199,000 in inventory and $505,000 in prepaid expenses. On March 31, 2025, current assets amounted to approximately $1.7 million and current liabilities were approximately $24.8 million, resulting in a working capital deficit (with working capital defined as current assets minus current liabilities) of approximately $23.1 million.

Current wording

As of June 30, 2025, we had approximately $311,000 in cash and restricted cash, $2,000 in accounts receivable, $185,000 in inventory and $815,000 in prepaid expenses. On June 30, 2025, current assets amounted to approximately $1.3 million and current liabilities were approximately $28.3 million, resulting in a working capital deficit (with working capital defined as current assets minus current liabilities) of approximately $27 million.

Previous wording

As disclosed under Part II, Item 1 (Legal Proceedings) of this report, the Company has been a defendant in a lawsuit styled Timothy Michaels v. Fresh Vine Wine, Inc. filed May 27, 2022 in the Fourth Judicial District Court, Hennepin County, Minnesota. On January 25, 2024, the jury in the lawsuit rendered a verdict against the Company awarding damages to Mr. Michaels in the amount of $585,976.25. The damages awarded to Mr. Michaels by the trial court are not covered by the Company’s insurance policies. The Company appealed the verdict and the court of appeals affirmed the judgment in February 2025, awarding an additional $21,644 in damages. The Company petitioned the supreme court for review on March 12, 2025 and on May 13, 2025 the supreme court denied the petition. Although the Company believes it has legal grounds to appeal the verdict, continued litigation and related actions may be expensive, the outcome of any litigation (including any appeal) is difficult to predict and the existence of continued litigation may impact the ability of management to focus on other business matters. Furthermore, the Company will be required to post an appeals bond in order to stay execution of the money judgment pending any appeal. Given the Company’s current financial position, the cost of such an appeals bond is uncertain and may be higher than the typical cost of such a bond or require the Company to provide cash or other collateral.

Current wording

As disclosed under Part II, Item 1 (Legal Proceedings) of this report, the Company has been a defendant in a lawsuit styled Timothy Michaels v. Fresh Vine Wine, Inc. filed May 27, 2022 in the Fourth Judicial District Court, Hennepin County, Minnesota. On January 25, 2024, the jury in the lawsuit rendered a verdict against the Company awarding damages to Mr. Michaels in the amount of $585,976.25. The damages awarded to Mr. Michaels by the trial court are not covered by the Company’s insurance policies. The Company appealed the verdict and the court of appeals affirmed the judgment in February 2025, awarding an additional $21,644 in damages. The Company petitioned the supreme court for review on March 12, 2025 and on May 13, 2025 the supreme court denied the petition. On July 14, 2025 Mr. Michaels filed a Motion for Appointment of Limited Receiver with the Fourth Judicial District, Hennepin County, MN. A hearing on the motion is scheduled for September 9, 2025. Although the Company believes it has legal grounds to appeal the verdict, continued litigation and related actions may be expensive, the outcome of any litigation (including any appeal) is difficult to predict and the existence of continued litigation may impact the ability of management to focus on other business matters. Furthermore, the Company will be required to post an appeals bond in order to stay execution of the money judgment pending any appeal. Given the Company’s current financial position, the cost of such an appeals bond is uncertain and may be higher than the typical cost of such a bond or require the Company to provide cash or other collateral.