AMAZE HOLDINGS, INC.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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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.
Sep 30, 2025 · Filed Nov 14, 2025
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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 September 30,2025
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)
| Nevada | 87-3905007 |
|---|---|
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 2901 West Coast Highway, Suite 200 | Newport 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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.001 par value | AMZE | NYSE 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 November 14, 2025, the registrant had 19,941,815 shares of common stock outstanding.
TABLE OF CONTENTS
| Page No. | |
|---|---|
| PART I. FINANCIAL INFORMATION | 1 |
| Item 1. Financial Statements | 1 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 42 |
| Item 4. Controls and Procedures | 42 |
| PART II. OTHER INFORMATION | 43 |
| Item 1. Legal Proceedings | 43 |
| Item 1A. Risk Factors | 44 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 83 |
| Item 3. Defaults Upon Senior Securities | 83 |
| Item 4. Mine Safety Disclosures | 83 |
| Item 5. Other Information | 83 |
| Item 6. Exhibits | 83 |
| Signatures | 85 |
i
Cautionary Statement Concerning Forward-Looking Statements
We make forward-looking statements in this Quarterly Report on Form 10-Q. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including among others, statements regarding our expectations regarding revenues, expenses and needs for additional capital, our market opportunity and anticipated trends in our business and the markets in which we operate, are forward-looking statements. 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.
The forward-looking statements contained herein are only predictions based on our current expectations and projections about future events. and trends that we believe may affect our business, financial condition and results of operations. 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. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, 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 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; |
| • | 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; |
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| • | 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 risks and uncertainties set forth below in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, in our Quarterly Report on Form 10-Q for the six months ended June 30, 2025 as well as in the other reports and documents that we file with the SEC.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.