[144] ACM Research, Inc. SEC Filing

Rhea-AI Filing Summary

Amaze Holdings, Inc. (NYSE American: AMZE), formerly Fresh Vine Wine, filed an 8-K dated 11 July 2025 to disclose a new consulting agreement and related unregistered share issuance.

• Consulting Agreement: Signed 11 July 2025 with DNA Holdings Venture Inc. (Puerto Rico) for a 12-month term, auto-renewable for another 12 months unless cancelled on 30-days notice.
• Scope of Services: Crypto strategy & token architecture, e-commerce/Web3 integration, cross-border currency solutions, credibility/visibility support and market-making for the Company’s planned Token Generation Event.
• Consideration: Company issued 100,000 common shares to the Consultant. No cash payment disclosed.
• Unregistered Securities: Shares issued under Section 4(a)(2) and/or Rule 506(b) of Regulation D, relying on the private-offering exemption.
• Reg FD: A press release announcing the agreement was furnished as Exhibit 99.1 on 15 July 2025.
• Exhibits: 10.1 (Consulting Agreement), 99.1 (Press Release), 104 (Cover Page iXBRL file).

No financial performance metrics were provided in this filing. The transaction introduces crypto-related strategic initiatives while creating modest share dilution.

Positive

• Strategic expansion into crypto/Web3 through an experienced consultant, potentially diversifying revenue streams.
• Cash-conserving compensation; payment in 100,000 shares preserves liquidity.

Negative

• Equity dilution: issuance of additional shares, albeit modest without share-count context.
• Regulatory and execution risk tied to crypto token initiatives.

Insights

Financial Analyst

TL;DR – Neutral impact; strategic crypto move offset by small equity dilution.

The 8-K reveals Amaze Holdings’ pivot toward tokenization via a consulting deal with DNA Holdings Venture. The structure is asset-light—compensation is limited to 100,000 shares, so cash burn is minimal. Without knowing the company’s shares outstanding, it is hard to quantify dilution, but the amount is likely immaterial for a NYSE-listed issuer. Strategically, embracing Web3 could open new revenue channels; however, execution risk and regulatory uncertainty around crypto assets remain high. Because the filing lacks earnings or financial guidance, the immediate valuation impact is limited. Overall, the disclosure is informative but not transformational for near-term fundamentals.

Crypto Industry Specialist

TL;DR – Advisory pact adds Web3 credentials but carries compliance risk.

Partnering with DNA Holdings gives Amaze Holdings ready-made expertise in token architecture and market-making—critical for a successful Token Generation Event. The 12-month auto-renew structure offers flexibility while aligning incentives through equity. Yet, U.S. regulatory posture toward tokens is fluid; absent detailed compliance frameworks, the initiative could trigger future SEC scrutiny. Investors should monitor subsequent disclosures outlining token economics, jurisdictional structuring and KYC/AML controls.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	15000	450000.00	63864504	07/15/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/15/2025	Stock Option Exercise	ISSUER			15000	07/15/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Amaze Holdings (AMZE) announce in its July 2025 8-K?

The company entered a one-year consulting agreement with DNA Holdings Venture Inc. to develop crypto and token strategies.

How many shares were issued to DNA Holdings Venture Inc.?

Amaze Holdings issued 100,000 shares of common stock as consideration.

Is the share issuance registered with the SEC?

No. The shares were issued under Section 4(a)(2) and/or Rule 506(b), relying on private-offering exemptions.

What services will DNA Holdings provide to AMZE?

Services include crypto strategy, token architecture, Web3 e-commerce integration, global currency solutions and market-making for the planned Token Generation Event.

When does the consulting agreement expire?

The initial term is 12 months from 11 July 2025 and automatically extends another 12 months unless either party terminates with 30-days notice.

Did the 8-K include any financial results or guidance?

No financial performance metrics or guidance were provided in this filing.