AMAZE HOLDINGS, INC.

Previous wording

Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software with Amaze Software as the surviving company and a wholly owned subsidiary of the Company, and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition included 750,000 shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), plus warrants (the “Merger Warrants”) to purchase an aggregate of 8,750,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). See Note 11 for additional information.

Current wording

Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software with Amaze Software as the surviving company and a wholly owned subsidiary of the Company, and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition included 750,000 shares of the Company’s Series D Preferred Stock plus warrants (the “Merger Warrants”) to purchase an aggregate of 380,448 shares of the Company’s common stock.

Previous wording

GMV is the total dollar value of orders facilitated through our platform including certain apps and channels for which a revenue-sharing arrangement is in place in the period, net of refunds, and inclusive of shipping and handling, duty and value-added taxes. GMV does not represent revenue earned by us (see Note 1-Summary of Significant Accounting Policies-Revenue Recognition-E-commerce). However, the volume of GMV facilitated through our platform is an indicator of the success of our merchants and the strength of our platform. Our merchant solutions revenues are also directionally correlated with the level of GMV facilitated through our platform. For the quarter ended June 30, 2025 we facilitated GMV of $3.8 million. We intend to report GMV on a quarterly basis.

Current wording

GMV is the total dollar value of orders facilitated through our platform including certain apps and channels for which a revenue-sharing arrangement is in place in the period, net of refunds, and inclusive of shipping and handling, duty and value-added taxes. GMV does not represent revenue earned by us (see Note 1-Summary of Significant Accounting Policies-Revenue Recognition-E-commerce). However, the volume of GMV facilitated through our platform is an indicator of the success of our merchants and the strength of our platform. Our merchant solutions revenues are also directionally correlated with the level of GMV facilitated through our platform. We intend to report GMV on a quarterly basis.

Previous wording

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

Current wording

For the nine months ended September 30, 2025, our revenues were derived from the following channels:

Previous wording

Gross income (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 and a gain from recovery of inventory reserve.

Previous 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.

Current wording

Total net revenue for the three months ended September 30, 2025 was approximately $1,254,000, up 1884% from approximately $63,000 in the three months ended September 30, 2024. The increase in net revenue was mostly attributable to the addition of revenues from Amaze as we closed the Acquisition during the first quarter of 2025.

Previous 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.

Current wording

Cost of revenue for the three months ended September 30, 2025 was approximately $81,000 as compared to $65,000 for the three months ended September 30, 2024. This represents an improvement from the third quarter of 2024, when cost of revenues exceeded net revenue. During the first six months of the 2024 fiscal year, the Company recorded an allowance for inventory of approximately $154,000. However, in the quarter ended September 30, 2024, this allowance was reversed, and the reversal was recorded as a gain from recovery of inventory reserve. These items lead to a gross profit of approximately $153,000 for the three months ended September 30, 2024 as compared to a gross profit of $1,173,000 for the three months ended September 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

Selling, general, and administrative (SG&A) expenses increased to approximately $4.9 million in the three months ended June 30, 2025, compared to $834,000 in the three 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 expected 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 $4.8 million in the three months ended September 30, 2025, compared to $460,000 in the three months ended September 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 expected the composition and scale of SG&A to shift in the third quarter as consolidated operations begin to normalize post-merger.

Previous wording

The net loss for the three months ended June 30, 2025 was approximately $5.1 million, or $(3.14) per share, compared to a net loss of $0.9 million, or $(1.30) per share, in the three months ended June 30, 2024.

Current wording

The net loss for the three months ended September 30, 2025 was approximately $5.1 million, or $(0.85) per share, compared to a net loss of $0.3 million, or $(0.53) per share, in the three months ended September 30, 2024.

Previous wording

Total net revenue for the six months ended June 30, 2025 was approximately $930,000, up 431% from approximately $175,000 for the six months ended June 30, 2024. The increase in net revenue was mostly attributable to the addition of sales from Amaze as the Company closed the Acquisition during the first quarter of 2025.

Current wording

Total net revenue for the nine months ended September 30, 2025 was approximately $2,184,000, up 817% from approximately $238,000 for the nine months ended September 30, 2024. The increase in net revenue was mostly attributable to the addition of sales from Amaze as the Company closed the Acquisition during the first quarter of 2025.

Previous wording

Cost of revenue for the six months ended June 30, 2025 was approximately $145,000 as compared to $330,000 for the six months ended June 30, 2024. This represents an improvement from the six months ended June 30, 2024, when cost of revenues exceeded net revenue, leading to a gross loss of approximately $155,000 for the six months ended June 30, 2024 as compared to a gross profit of $785,000 for the six 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.

Current wording

Cost of revenue for the nine months ended September 30, 2025 was approximately $227,000 as compared to $241,000 for the nine months ended September 30, 2024. This represents an improvement from the nine months ended September 30, 2024, when cost of revenues exceeded net revenue, leading to a gross loss of approximately $2,000 for the nine months ended September 30, 2024 as compared to a gross profit of $1,958,000 for the nine months ended September 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

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.

Current wording

Selling, general, and administrative (SG&A) expenses increased to approximately $11.5 million in the nine months ended September 30, 2025, compared to approximately $2.4 million in the nine months ended September 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 consolidated operations begin to normalize post-Acquisition.

Previous wording

Other expenses for the six months ended June 30, 2025 totaled approximately $139, while interest expense came in at approximately $924,988, largely tied to new financing instruments, and the Company recognized a realized loss of $54,000 relating to the transfer of Venu Stock. Total Other income (expense) for the six months ended June 30, 2024 totaled $39.

Current wording

Other expenses for the nine months ended September 30, 2025 totaled approximately $1,578,000, which compiled of interest expense at approximately $1,405,000, largely tied to new financing instruments, realized loss on the transfer of Venu Stock of approximately $55,000. There was also a loss on extinguishment of liabilities of approximately $281,000, which was mostly due to former debt getting exchanged or amended and restated to convertible debt in the quarter ended September 30, 2025. Total Other income (expense) for the nine months ended September 30, 2024 totaled approximately $6,000.

Previous 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.

Current wording

The net loss for the nine months ended September 30, 2025 was approximately $12.3 million, or $(4.37) per share, compared to a net loss of $2.4 million, or $(3.62) per share, in the nine months ended September 30, 2024.

Previous 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.

Current wording

Net cash used in operating activities was approximately $9.8 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively. Cash used in operating activities increased in the nine months ended September 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 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.

Current wording

Net cash used in investing activities was approximately $308,000 and $0 for the nine months ended September 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 $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.

Current wording

Net cash provided by financing activities was approximately $10.2 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively. The difference is mostly attributed to the net proceeds from notes payable, convertible debt, and financing arrangements of approximately $5.4 million, net proceeds from the Equity Line of Credit of approximately $4.3 million and net proceeds from issuance of Series C Preferred Stock of approximately $703,000 during the nine months ended September 30, 2025.

Previous wording

Our primary cash needs are for working capital purposes, such as producing or purchasing inventory and funding operating expenses. We have funded our operations through equity and debt financings, as described under the caption “Financing Transactions” below.

Current wording

Our primary cash needs are for working capital purposes, such as producing or purchasing inventory and funding operating expenses. We have funded our operations through equity and debt financings, as described in Notes 10, 11, 12 and 17 to our financial statements.

Previous 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.

Current wording

We have incurred losses and negative cash flows from operations since our inception in May 2019, including net losses of approximately $12.3 million and $2.4 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, we had an accumulated deficit of approximately $41.6 million and a total stockholders’ equity of approximately $71.2 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 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.

Current wording

As of September 30, 2025, we had approximately $300,000 in cash, $57,000 in accounts receivable, $174,000 in inventory and $573,000 in prepaid expenses. On September 30, 2025, current assets amounted to approximately $1.3 million and current liabilities were approximately $27.3 million, resulting in a working capital deficit (with working capital defined as current assets minus current liabilities) of approximately $26.0 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. 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.

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 and the motion was denied by the court on October 30, 2025.

Previous wording

At the current reduced pace of incurring expenses and with receipt of additional financing, including potential proceeds pursuant to an equity line of credit entered into by the Company on May 6, 2025 (see Note 11) and the receipt of proceeds from the expected sales of inventory, the Company projects that the existing cash balance will be sufficient to fund current operations into 2026. The Company may require additional debt or equity financing to satisfy its existing obligations and sustain existing operations. Additional financing may not be available on favorable terms or at all. If additional financing is available, it may be highly dilutive to existing stockholders and may otherwise include burdensome or onerous terms. The Company’s inability to raise additional working capital in a timely manner will negatively impact the ability to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company’s business plan, leading to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings. Should this occur, the value of any investment in the Company’s securities would be adversely affected.

Current wording

At the current reduced pace of incurring expenses and with receipt of additional financing, including proceeds from an equity line of credit entered into by the Company on May 6, 2025 (see Note 11) and the receipt of proceeds from the expected sales of inventory, the Company projects that the existing cash balance will be sufficient to fund current operations into 2026. The Company may require additional debt or equity financing to satisfy its existing obligations and sustain existing operations. Additional financing may not be available on favorable terms or at all. If additional financing is available, it may be highly dilutive to existing stockholders and may otherwise include burdensome or onerous terms. The Company’s inability to raise additional working capital in a timely manner will negatively impact the ability to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company’s business plan, leading to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings. Should this occur, the value of any investment in the Company’s securities would be adversely affected.

Previous wording

We have funded our operations through debt and equity financing, as described in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K for the year ended December 31, 2024 under the caption “Financing Transactions,” and as described in this report under the caption “Liquidity and Capital Resources” and Notes 11, 12 and 18 to our financial statements.

Current wording

We have funded our operations through debt and equity financing, as described in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K for the year ended December 31, 2024 under the caption “Financing Transactions,” and as described in this report under the caption “Liquidity and Capital Resources” and Notes 10, 11, and 17 to our financial statements.