AMAZE HOLDINGS, INC.

S-11 amze0910forms1.htm FORM S-1

As filed with the Securities and Exchange Commission on September 10, 2025

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM S-1

****REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMAZE HOLDINGS, INC.**

**(Exact name of Registrant as specified in its charter)

2901 West Coast Highway, Suite 200

Newport Beach, CA 92663

**(855) 766-9463

**(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Aaron Day

**Chief Executive Officer

Amaze Holdings, Inc.

2901 West Coast Highway, Suite 200

**Newport Beach, CA 92663

(855) 766-9463

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.☐

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 10, 2025

PRELIMINARY PROSPECTUS

AMAZE HOLDINGS, INC.

4,990,844 Shares of Common Stock

This prospectus relates to the proposed resale from time to time by the selling stockholders named herein, together with any of such stockholders’ transferees, pledgees, donees or successors, of up to 4,990,844 shares of our common stock, which consists of: (i) 4,076,115 shares of our common stock issued upon conversion of our Series D convertible preferred stock and 380,448 shares of our common stock issuable upon the exercise of warrants, which Series D convertible preferred stock and warrants were acquired from us by former stockholders of Amaze Software, Inc. pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of March 7, 2025; (ii) 333,041 shares of our common stock issuable upon the conversion of amended and restated convertible promissory notes in the aggregate principal amount of $1,200,000 issued on August 11, 2025 and 75,000 shares of our common stock issuable upon exercise of a warrant; (iii) 4,076 shares of our common stock issuable upon the exercise of warrants issued pursuant to note purchase agreements dated as of June 11, 2025; (iv) 11,777 shares of our common stock issued pursuant to a securities purchase agreement dated February 6, 2025; and (v) 78,213 shares of our common stock issuable upon the conversion of secured convertible promissory notes in the outstanding principal amount of $174,500 and 32,174 shares of common stock issuable upon exercise of warrants, which notes and warrants were issued pursuant to a securities purchase agreement dated as of October 8, 2024.

We are not selling any of our common stock pursuant to this prospectus, and we will not receive any proceeds from the sale of our common stock offered by this prospectus by the selling stockholders. We will, however, receive the net proceeds of any warrants exercised for cash.

The selling stockholders may offer and sell or otherwise dispose of the shares of our common stock described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The selling stockholders will bear all underwriting fees, commissions and discounts, if any, attributable to the sales of shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with the registration of the shares. See “Plan of Distribution” for more information about how the selling stockholders may sell or dispose of their shares of our common stock.

Our common stock is listed on the NYSE American under the symbol “AMZE.” On September 9, 2025, the last reported sales price of our common stock on the NYSE American was $2.37 per share.

Investing in our common stock involves a high degree of risk. See“Risk Factors”on page 4 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

TABLE OF CONTENTS

i