UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-K
☒ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2025
☐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)
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
150
Paularino Avenue, Suite
D-20
Costa
Mesa, CA92626
(Address
and Zip Code of principal executive offices)
(Registrant’s
telephone number, including area code): (855)766-9463
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
☒
Indicate
by checkmark 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §
240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒.
The
aggregate market value of the registrant’s common stock held by non-affiliates was $36,418,967 as of June 30, 2025 (the last business day
of the registrant’s most recently completed second fiscal quarter), based on a total of 4,325,293 shares of common stock held by non-affiliates
and a closing price of $8.42 as reported on the NYSE American on June 30, 2025. For purposes of this computation, all officers, directors,
and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that
such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.
As
of March 31, 2026, Amaze Holdings, Inc. had 40,473,203 shares of common stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s definitive proxy statement relating to the 2026 Annual Meeting of Stockholders are incorporated herein by reference
in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and
Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2025.
TABLE
OF CONTENTS
Page
PART I 1
ITEM 1. Business 1
ITEM 1A. Risk factors 11
ITEM 1B. Unresolved staff comments 27
ITEM 1C. Cybersecurity 27
ITEM 2. Properties 27
ITEM 3. Legal proceedings 27
ITEM 4. Mine safety disclosures 28
ITEM 6. [RESERVED] 29
ITEM 7A. Quantitative and qualitative disclosures about market risk 39
ITEM 8. Financial statements and supplementary data 40
ITEM 9A. Controls and procedures 40
ITEM 9B. Other information 41
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 41
PART III 42
ITEM 10. Directors, executive officers and corporate governance 42
ITEM 11. Executive compensation 42
ITEM 14. Principal accounting fees and services 42
ITEM 15. Exhibits, financial statement schedules 43
SIGNATURES 44
i
EXPLANATORY
NOTE
On
March 7, 2025, Fresh Vine Wine, Inc. (“Fresh Vine” and after the acquisition described herein, “Amaze Holdings, Inc.”)
completed the acquisition of Amaze Software, Inc. (the Acquisition”), pursuant to the Amended and Restated Agreement and Plan of
Merger dated as of March 7, 2024 (the “Merger Agreement”) by and among Fresh Vine, Amaze Holdings Inc., a Delaware corporation
and wholly owned subsidiary of the Company (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze Software”),
the stockholders of Amaze Software listed on Schedule I thereto (each, a “Holder” and together the “Holders”),
and Aaron Day, solely in his capacity as the Holders’ Representative (the “Holders’ Representative”). Amaze Software
is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and
scalable managed services. Effective March 24, 2025 (the “Effective Date”), Fresh Vine was renamed “Amaze Holdings,
Inc.” (“Amaze”).
Unless
the context requires otherwise, references in this Annual Report to “Company,” “we,” “us” and “our”
refer to Fresh Vine prior to the Effective Date and to Amaze Holdings, Inc. and its subsidiaries following the Effective Date, and references
to “Amaze Software” refer Amaze Software, Inc.
The
Company’s common stock is listed on the NYSE American under the symbol “AMZE” as of the Effective Date.
Cautionary
Statement Concerning Forward-Looking Statements
We
make forward-looking statements in this Annual Report on Form 10-K. Such forward-looking statements include, but are not limited to,
statements concerning our strategies, future operations, future financial position and operating results, capital adequacy, growth opportunities,
prospects, and plans and objectives of our management team. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, 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 in this Annual Report on Form 10-K are based on current expectations
and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting
us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are
beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described
below and under the heading “Risk Factors.”
● We face intense competition and may not be able to compete effectively.
ii
Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be
amplified by a global crises and/or any response to such a crisis and there may be additional risks that we consider immaterial or which
are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
This
Annual Report on Form 10-K includes market data and forecasts with respect to the wine industry. We have obtained this market data and
certain industry forecasts from various independent third-party sources, including industry publications, reports by market research
firms, surveys, and other independent sources. Some data and information are based on management’s estimates and calculations,
which are derived from our review and interpretation of internal company research and data, surveys, and independent sources. We believe
the data regarding the industry in which we compete and our market position and market share within this industry generally indicate
size, position, and market share within this industry; however, this data is inherently imprecise and is subject to significant business,
economic and competitive uncertainties and risks due to a variety of factors, including those described in “Risk Factors.”
These and other factors could cause our future performance to differ materially from our assumptions and estimates.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based on information available to us as of the date of this report. Although we believe that information provides a reasonable
basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have
conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors
are cautioned not to unduly rely on these statements.
iii
PART
I
ITEM
1. BUSINESS.
Overview
Amaze
Holdings, Inc. (formerly Fresh Vine Wine, Inc.) is a technology-enabled, creator-powered commerce platform that enables creators, brands,
and consumers to transact at scale. Following the acquisition of Amaze Software, Inc. in March 2025, the Company transitioned its primary
business from a consumer-packaged goods company into a software-driven commerce, data, and distribution platform for the creator economy.
The
Company’s platform provides end-to-end infrastructure for creators and brands to design, launch, market, and fulfill products,
while capturing high-value, first-party transaction data. The Company operates an asset-light model, leveraging third-party manufacturing,
logistics, and payment partners to support scalable commerce operations.
The
Company currently operates in two segments:
● Wine Products (Non-Core) – includes the legacy Fresh Vine wine business
While
the Company continues to operate its wine segment, it is no longer a strategic focus and is not expected to be a material driver of long-term
growth.
Recent
Developments
Agreement
and Plan of Merger
On
March 7, 2025, Fresh Vine completed the acquisition of Amaze Software, Inc., pursuant to an Amended and Restated Agreement and Plan of
Merger dated as of March 7, 2025 (the “Merger Agreement”) by and among Fresh Vine, Amaze Holdings Inc., a Delaware corporation
and wholly owned subsidiary of Fresh Vine (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze Software”),
the stockholders of Amaze Software listed on Schedule I thereto (each, a “Holder” and together the “Holders”),
and Aaron Day, solely in his capacity as the Holders’ Representative (the “Holders’ Representative”). Amaze Software
is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and
scalable managed services.
Pursuant
to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software (the “Merger”) with Amaze Software as the surviving
company and a wholly owned subsidiary of Fresh Vine, and (ii) the aggregate merger consideration paid by Fresh Vine in connection with
the acquisition included 750,000 shares of the Fresh Vine’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 380,448 shares of Fresh Vine’s
common stock, par value $0.001 per share (the “Common Stock”).
Acquisition
of The Food Channel
On
November 7, 2025, the Company, through its wholly owned subsidiary Food Channel Amaze Company LLC, entered into an Asset Purchase Agreement
pursuant to which it acquired substantially all of the assets of Foodchannel.com LLC, including its digital media platform, intellectual
property, customer relationships, and related assets associated with the “Food Channel” brand. The transaction was structured
as an asset purchase on a cash-free, debt-free basis with no post-closing working capital adjustment.
The
Company acquired the assets in exchange for the issuance of a $650,000 convertible promissory note. The note accrues interest at a rate
of 4% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.76 per share. The
note is convertible at the option of the holder at any time following issuance and converted into equity on January 6, 2026, together
with any accrued and unpaid interest.
A
portion of the purchase price, equal to 10%, is subject to a holdback for a period of twelve months following closing to secure potential
indemnification obligations of the seller. The agreement contains customary representations, warranties, covenants, and indemnification
provisions, including non-competition and non-solicitation obligations. In connection with the acquisition, certain principals of the
seller entered into consulting arrangements with the Company to support the ongoing development and integration of the acquired business.
Our
Existing Business
The
Company operates a technology-enabled creator commerce platform that integrates commerce infrastructure, data generation, and distribution
capabilities.
Platform
Capabilities
The
Amaze platform provides a comprehensive suite of tools that enable creators and brands to operate end-to-end digital commerce businesses.
These capabilities include:
● Integrated payment processing and order management systems
● On-demand manufacturing capabilities and third-party fulfillment integration
The
Company operates an asset-light model, leveraging a network of third-party suppliers and fulfillment partners to produce and deliver
products. This approach reduces inventory risk, minimizes capital requirements, and enables the Company to scale efficiently while supporting
a broad range of creators and product offerings.
Data
and Monetization
A
component of the Company’s evolving business model is the generation, and aggregation of first-party transaction data derived from
activity across its platform. This data includes, among other things, consumer purchase behavior, product preferences and engagement
metrics, creator-audience relationships, and certain geographic and demographic insights associated with transactions and platform usage.
The
Company is in the early stages of developing capabilities to utilize this data to enhance platform performance and support additional
monetization opportunities. These efforts are expected to focus on improving targeting and personalization to drive marketing efficiency
and conversion rates for creators and brands. The Company is also evaluating opportunities to develop data-driven advertising and related
solutions; however, these initiatives are in the initial stages of commercialization, and there can be no assurance as to the timing
or extent of revenue generation from such activities.
Distribution
Layer
The
Company is in the early stages of expanding its platform through the development of verticalized distribution channels, including the
Food Channel and other category-specific initiatives. These efforts are intended to organize creators and content within defined interest
areas and to support more targeted engagement between creators, consumers, and brands.
As
these channels are developed, the Company expects they may facilitate broader distribution of commerce offerings, support increased user
engagement, and contribute to repeat transaction activity across the platform. In addition, these initiatives are intended to enhance
the Company’s ability to generate and utilize data derived from platform activity. These distribution capabilities remain in development,
and there can be no assurance as to the timing, scale, or extent of their impact on the Company’s operations or financial results.
Legacy
Wine Business
The
Company continues to operate its Fresh Vine wine business, which includes wholesale and direct-to-consumer distribution. This segment
is not expected to be a material driver of future growth, and the Company may evaluate strategic alternatives.
Our
Strengths
The
Company believes its competitive strengths are derived from the combination of its technology platform, operating model, and data capabilities.
While the Company is in a developing stage, management believes the following factors position it to support future growth and scalability:
Integrated
Commerce Platform
The
Company has developed an integrated platform that brings together key elements required to operate a digital commerce business, including
storefront creation, product design and merchandising, payment processing, order management, and fulfillment coordination. By consolidating
these functions into a single platform, the Company reduces operational complexity for creators and brands and enables faster time-to-market
for new products. This integration also allows the Company to capture data across the full transaction lifecycle, which may support future
optimization of performance and monetization.
Generation
of First-Party Transaction Data
Through
activity on its platform, the Company generates first-party data derived from actual consumer transactions and user interactions. This
data includes purchase behavior, engagement patterns, and relationships between creators and their audiences. Unlike third-party data
sources, which are subject to increasing regulatory and platform restrictions, the Company’s data is generated directly through
its own platform operations and is tied to actual transaction activity. As platform usage increases, the Company expects the volume and
depth of this data to expand, which may enhance its ability to improve platform performance and inform future product development. The
Company believes that continued accumulation of first-party transaction data may, over time, contribute to a differentiated dataset that
is not readily replicable without similar levels of platform activity and user engagement.
Asset-Light
Operating Model
The
Company operates an asset-light model by leveraging third-party partners for manufacturing, logistics, and fulfillment. This approach
reduces the need for capital investment in inventory, production facilities, and supply chain infrastructure. As a result, the Company
can offer a broad range of products without assuming significant inventory risk and can adjust product offerings more rapidly in response
to consumer demand. This model is also intended to support scalability as transaction volume increases.
Creator
and Brand Participation
The
Company’s platform is designed to support a diverse base of creators and brands, ranging from independent digital entrepreneurs
to emerging businesses. These participants utilize the platform to monetize their audiences through product sales and related offerings.
As platform participation grows, the Company expects increased transaction volume and engagement, which may contribute to reinforcing
effects between creators, consumers, and platform activity over time. The Company believes that sustained creator participation, combined
with transaction-driven data generation, may increase the relative value of the platform to its users. However, the Company’s ability
to attract and retain creators and brands remains a key factor in its future performance.
Expanding
Distribution Capabilities
The
Company has begun developing verticalized distribution channels, including the Food Channel, which are intended to organize creators
and content within specific categories and provide additional pathways for audience engagement. These initiatives are in early stages
and are designed to support increased visibility of creator offerings, enhance consumer engagement, and potentially improve transaction
frequency. The Company believes that, over time, such distribution channels may complement its core commerce platform and support broader
monetization opportunities, although their impact remains subject to execution and market adoption.
Flywheel-Driven
Value Creation
The
Company’s business model is designed to benefit from a reinforcing relationship between its commerce activity, data generation,
and platform optimization capabilities. As transactions occur on the platform, the Company generates first-party data derived from consumer
behavior and engagement. The Company utilizes these insights to inform platform improvements, including enhancements to user experience,
merchandising, and engagement strategies.
Over
time, the Company expects that increases in platform usage may enhance the scale and utility of its data assets, which in turn may support
improved targeting, personalization, and conversion. These improvements are intended to drive additional transaction activity, further
increasing data generation and platform utilization. The Company believes that, if successfully executed, this dynamic may contribute
to increasing platform efficiency and scalability over time.
While
elements of this model are currently in operation, the broader impact of this reinforcing dynamic remains dependent on the Company’s
ability to scale platform usage and effectively utilize its data. There can be no assurance as to the extent or timing of these potential
benefits.
Exhibit:
Amaze Flywheel
Strategy
for Growth
The
Company’s strategy is focused on expanding its platform capabilities and increasing monetization across its commerce operations
while developing additional data and distribution-driven opportunities. While certain elements of this strategy are currently in operation
through the Company’s existing commerce platform, other components remain in development and are expected to evolve over time.
Expand
Creator and Brand Participation
The
Company’s platform is designed to support a growing base of creators and brands who utilize its tools to launch and manage commerce
offerings. The Company continues to invest in user acquisition, onboarding, and platform functionality to increase participation and
engagement. Growth in the number of active creators and brands is expected to contribute to increased transaction volume and broader
platform adoption. The Company’s ability to expand its user base will depend on continued product development, competitive positioning,
and market acceptance.
Enhance
Data Utilization and Monetization Capabilities
The
Company generates first-party data through transaction activity on its platform and is in the early stages of developing capabilities
to utilize this data more effectively. Current efforts are focused on improving platform performance, including merchandising decisions
and user engagement. Over time, the Company intends to expand these capabilities to support additional monetization opportunities, including
data-driven marketing, analytics, and advertising-related solutions. These initiatives are in development, and their timing and impact
will depend on successful execution and market adoption.
Build
and Scale Distribution Channels
The
Company has begun developing verticalized distribution channels, including the Food Channel, which are intended to organize creators
and content within specific categories and provide additional pathways for consumer engagement. These channels are expected to complement
the Company’s core commerce platform by increasing visibility of creator offerings and supporting demand generation. These initiatives
are in early stages, and their ability to scale will depend on content development, user adoption, and the Company’s ability to
effectively integrate distribution with its commerce infrastructure.
Increase
Monetization per Transaction
The
Company seeks to improve revenue per user and per transaction through optimization of pricing structures, product offerings, and platform
services. Current efforts include refining product mix, enhancing merchandising capabilities, and improving conversion rates through
platform enhancements. As the Company continues to develop additional capabilities, including data-driven features and distribution channels,
it expects that monetization opportunities per transaction may increase; however, these outcomes are dependent on successful implementation
and user adoption.
Pursue
Strategic Partnerships and Acquisitions
The
Company evaluates opportunities to expand its platform capabilities and market reach through strategic partnerships and acquisitions.
Recent activities, including the acquisition of Food Channel assets, reflect the Company’s approach to acquiring complementary
assets that support its commerce and distribution strategy. The Company expects to continue to pursue opportunities that enhance its
technology, data capabilities, or distribution reach, although there can be no assurance that such opportunities will be identified or
successfully executed.
Improve
Unit Economics and Operating Efficiency
The
Company’s asset-light operating model provides flexibility to scale without significant capital investment. The Company continues
to focus on improving operational efficiency, including supplier relationships, fulfillment processes, and platform performance. As transaction
volume increases, the Company expects to benefit from operating leverage; however, the extent of these benefits will depend on the Company’s
ability to manage costs and execute its growth initiatives effectively.
Competition
The
Company operates in highly competitive and rapidly evolving markets, including creator commerce, e-commerce enablement, and digital advertising.
In
the e-commerce enablement category, the Company competes with platforms such as Shopify, WooCommerce, and similar providers that offer
tools for storefront creation, payment processing, and online commerce infrastructure. These platforms are generally well-established
and may offer extensive ecosystems of integrations and services.
Within
the creator monetization space, the Company competes with platforms such as Patreon and other services that enable creators to generate
revenue from their audiences through subscriptions, merchandise, and related offerings. These platforms may benefit from established
user bases and brand recognition.
The
Company also competes with print-on-demand and fulfillment providers that offer product creation and logistics services, either as standalone
solutions or as components of broader commerce platforms. These providers may compete on factors such as cost, production capabilities,
and fulfillment speed.
In
addition, the Company faces competition from digital advertising and data platforms, including large technology companies and advertising
networks that provide targeting, analytics, and monetization solutions. Many of these competitors have greater financial resources, larger
datasets, and more developed advertising ecosystems.
The
Company is also beginning to compete with emerging platforms that seek to integrate commerce, creator tools, and data-driven monetization
into unified offerings. These platforms may pursue strategies similar to the Company’s and could compete for creators, brands,
and consumer engagement as the market continues to evolve.
The
Company competes based on:
● Ease of use and platform functionality
● Data capabilities and targeting effectiveness
● Creator and brand relationships
● Pricing and economics
● Ability to provide integrated commerce, data, and distribution solutions
Management
believes the Company’s integrated approach and first-party data capabilities differentiate it from competitors; however, competition
remains intense and evolving.
IT
Systems
We
rely on various IT systems, owned by us and third parties, to effectively manage our sales and marketing, accounting, financial, legal
and compliance functions. Our website is hosted by a third party, and we rely on third-party vendors for regulatory compliance for order
processing, shipments, and e-commerce functionality. We believe these systems are scalable to support our growth plans. We recognize
the value of enhancing and extending the uses of information technology in our business.
Regulatory
Matters
The
Company is subject to a variety of U.S. federal, state, and international laws and regulations, including those related to:
● Data privacy and protection (e.g., CCPA, GDPR and similar frameworks)
● Consumer protection and e-commerce regulations
● Advertising and marketing practices
● Payment processing and financial transactions
● Intellectual property and content rights
Data
privacy and protection
We
collect personal information from individuals. Accordingly, we are subject to several data privacy and security related regulations,
including but not limited to: U.S. state privacy, security and breach notification laws; the GDPR; and other European privacy laws as
well as privacy laws being adopted in other regions around the world. In addition, the FTC and many state attorneys general are interpreting
existing federal and state consumer protection laws to impose evolving standards for the online collection, use, dissemination and security
of information about individuals. Certain states have also adopted robust data privacy and security laws and regulations. For example,
the CCPA, which took effect in 2020, imposes obligations and restrictions on businesses regarding their collection, use, and sharing
of personal information and provides new and enhanced data privacy rights to California residents, such as affording them the right to
access and delete their personal information and to opt out of certain sharing of personal information. In response to the data privacy
laws and regulations discussed above and those in other countries in which we do business, we have implemented several technological
safeguards, processes, contractual third-party provisions, and employee trainings to help ensure that we handle information about our
employees and customers in a compliant manner. We maintain a global privacy policy and related procedures, and we train our workforce
to understand and comply with applicable privacy laws.
Consumer
protection and e-commerce regulations
The
Company conducts business directly with consumers through its platform and is therefore subject to a variety of U.S. federal, state,
and international consumer protection and e-commerce laws and regulations. These include, but are not limited to, laws governing online
sales practices, pricing disclosures, automatic renewals, refunds and returns, subscription services, shipping and fulfillment obligations,
and unfair or deceptive trade practices. In the United States, the Federal Trade Commission (“FTC”) and state attorneys general
enforce many of these laws, including those that prohibit unfair, deceptive, or misleading business practices.
In
addition, certain states have enacted specific e-commerce and consumer protection statutes that impose additional requirements on businesses,
including disclosure obligations and restrictions on subscription-based services. The Company is also subject to international laws and
regulations governing online commerce in jurisdictions where it operates, which may impose additional compliance requirements related
to consumer rights, contract formation, and digital transactions.
As
the Company’s platform enables creators and third parties to sell products directly to consumers, the Company may also be subject
to regulatory scrutiny regarding its role in facilitating these transactions, including obligations related to product representations,
customer communications, and dispute resolution. The Company has implemented policies, procedures, and platform controls intended to
promote compliance with applicable consumer protection laws; however, evolving regulatory interpretations and increased enforcement activity
may require ongoing updates to these practices. Failure to comply with applicable laws and regulations could result in investigations,
fines, penalties, or reputational harm.
Advertising
and Marketing Practices
The
Company is subject to a variety of laws and regulations governing advertising, marketing, and promotional activities. These include federal
and state laws in the United States, as well as international regulations, that prohibit false, misleading, or deceptive advertising
and require that marketing communications be truthful, substantiated, and clearly disclosed. The FTC, state regulators, and international
authorities actively enforce these requirements.
The
Company’s platform may be used by creators and brands to promote and market products to consumers. As a result, the Company may
be subject to regulatory scrutiny related to advertising claims, influencer marketing practices, and the disclosure of material relationships
between creators and brands. For example, applicable regulations may require clear and conspicuous disclosure of sponsored content, endorsements,
or other commercial relationships.
In
addition, the Company may be subject to laws governing digital marketing practices, including email marketing (such as the CAN-SPAM Act),
mobile messaging, and other forms of direct or targeted communication. The Company has implemented policies and guidelines intended to
promote compliance with applicable advertising and marketing regulations, including standards related to disclosures and content review;
however, compliance may depend in part on the actions of third-party creators and partners using the platform.
As
regulatory expectations and enforcement priorities continue to evolve, particularly in the areas of influencer marketing and digital
advertising, the Company may be required to update its practices and controls. Non-compliance could result in regulatory action, financial
penalties, or reputational harm.
Payment
Processing and Financial Transactions
The
Company facilitates payments between consumers and creators through its platform and is therefore subject to laws and regulations governing
payment processing, financial transactions, and related activities. These include federal and state laws in the United States, as well
as international regulations, that apply to electronic payments, money transmission, anti-money laundering (“AML”), and counter-terrorism
financing.
The
Company relies on third-party payment processors and financial institutions to process transactions, manage payment authorization and
settlement, and provide related services. These third-party providers are subject to their own regulatory requirements and may impose
contractual obligations on the Company, including compliance with payment card network rules, such as those established by Visa, Mastercard,
and other payment networks.
In
certain jurisdictions, the Company’s activities may be subject to laws governing money transmission or similar financial services,
depending on how funds are received, held, and disbursed. The Company has structured its operations to rely on third-party providers
for regulated payment services; however, regulatory interpretations in this area may evolve and could impact the Company’s compliance
obligations.
In
addition, the Company is subject to data security standards related to payment processing, including the Payment Card Industry Data Security
Standard (“PCI DSS”). The Company maintains controls and works with third-party providers to support compliance with applicable
requirements; however, failures in payment processing systems, security breaches, or non-compliance with applicable regulations could
result in financial loss, regulatory penalties, or operational disruption.
Intellectual
Property and Content Rights
The
Company’s business involves the creation, distribution, and commercialization of content and products associated with creators
and brands, and is therefore subject to laws and regulations governing intellectual property and content rights. These include U.S. and
international laws related to copyrights, trademarks, patents, and rights of publicity, as well as contractual obligations associated
with content licensing and use.
The
Company’s platform enables creators to upload, design, and sell products and content, which may incorporate intellectual property
owned by the creators or third parties. As a result, the Company may be exposed to claims of intellectual property infringement, including
unauthorized use of copyrighted materials, trademarks, or other proprietary rights. The Company has implemented policies and procedures
intended to address such risks, including processes for responding to claims under the Digital Millennium Copyright Act (“DMCA”)
and similar frameworks.
The
Company also relies on contractual arrangements with creators, partners, and third-party service providers to define ownership, licensing,
and permitted use of intellectual property. These arrangements are intended to clarify rights and responsibilities; however, disputes
may arise regarding ownership, usage rights, or infringement.
In
addition, the Company’s brands, trademarks, and proprietary technology are important to its business. The Company seeks to protect
these assets through a combination of trademark registrations, contractual protections, and internal controls. Despite these efforts,
unauthorized use or infringement of the Company’s intellectual property could occur, and the Company may be required to enforce
its rights through litigation or other means.
As
the Company expands its platform and distribution capabilities, including through initiatives such as the Food Channel, it may face increased
complexity in managing intellectual property rights across multiple jurisdictions and participants. Failure to adequately manage these
risks could result in legal disputes, financial liabilities, or reputational harm.
Intellectual
Property
The
Company relies on a combination of:
● Proprietary software and technology
● Trade secrets and know-how
● Trademarks and brand assets
● Contractual protections
to
protect its intellectual property.
The
Company’s platform technology, data models, and analytics capabilities are critical to its business. The Company also relies on
third-party licenses and service providers for certain components of its infrastructure.
The
Company seeks to protect its intellectual property through contractual agreements, internal controls, and, where appropriate, registration
of trademarks and other rights.
Employees
As
of December 31, 2025, we had approximately 28 full-time employees. Our workforce spans the globe, offering a mix of remote and in-office
work flexibility to accommodate varying needs and ensure alignment with both operational demands and employee preferences.
Legal
Proceedings
We
may be subject to legal disputes and subject to claims that arise in the ordinary course of business. Except as disclosed in “Item
3 - Legal Proceedings,” we are not a party or subject to any pending legal proceedings the resolution of which is expected
to have a material adverse effect on our business, operating results, cash flows or financial condition.
Corporate
History
We
were initially organized on May 8, 2019 as a Texas limited liability company under the name “Fresh Grapes, LLC.” In connection
with our initial public offering, on December 8, 2021, we converted from a Texas limited liability company into a Nevada corporation
and changed our name from Fresh Grapes, LLC to Fresh Vine Wine, Inc., which we refer to herein as the “LLC Conversion.” In
conjunction with the LLC Conversion, all of our outstanding units were converted into shares of our common stock based on the relative
ownership interests of our pre-IPO equity holders. In March 2025, Fresh Vine was renamed “Amaze Holdings, Inc.” (“Amaze”).
While operating as a limited liability company, our outstanding equity was referred to as “units.” In this report, for ease
of comparison, we may refer to such units as our common stock for periods prior to the LLC Conversion, unless otherwise indicated in
this report. Similarly, unless otherwise indicated, we may refer to members’ equity in this report as stockholders’ equity.
Further, while operating as a limited liability company, our governing body was referred to as our Board of Managers, with the members
thereof being referred to as “Managers.” We may refer to such governing body throughout this report as our board of directors
and such individuals as our directors.
Company
Website Access and SEC Filings
We
make available on the Investor Relations section of our website, free of charge, our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, Proxy Statements, and Forms 3, 4 and 5, and amendments to those reports as soon as reasonably
practicable after filing such documents with, or furnishing such documents to, the SEC. The SEC maintains a website (www.sec.gov)
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
Our
website is www.amaze.co. We have included our website address in this report as an inactive textual reference only. Information
contained on or accessible through our website is not incorporated by reference in or otherwise a part of this report.
ITEM
1A. RISK FACTORS.
Our
company and business involves a number of challenges and risks. In addition to the other information in this report, you should consider
carefully the following risk factors in evaluating us and our business. The risks described below are not the only ones that we face.
Additional risks not presently known to us or that we currently deem immaterial may also affect our business, financial condition, operating
results, or prospects. In assessing these risks, you should also refer to the other information contained in this report, including our
financial statements and related notes.
Risks
Relating to our Limited Operating History, Financial Position and Need for Additional Capital
We