[8-K] AMAZE HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Amaze Holdings, Inc. reported an unregistered private sale of its common stock to a single institutional investor. From September 2 through November 14, 2025, the company issued and sold 10,735,000 shares of common stock to C/M Capital Master Fund, LP for an aggregate purchase price of $4,867,585 under a previously disclosed securities purchase agreement dated May 6, 2025. In addition, the company issued 80,513 commitment shares of common stock to the same purchaser as part of the deal terms. These securities were sold in a private transaction relying on exemptions from registration under Section 4(a)(2) and Rule 506(b) as offerings not involving a public offering.

Insights

Capital markets and dilution analyst

Amaze raised $4.9M through a private, unregistered stock sale to a single fund.

Amaze Holdings, Inc. entered into a series of private equity sales with C/M Capital Master Fund, LP between September 2 and November 14, 2025. The company issued and sold $4,867,585 of common stock, totaling 10,735,000 shares, under a securities purchase agreement dated May 6, 2025. The transaction also included 80,513 commitment shares, which function as additional equity compensation to the purchaser.

Because these shares were issued without registration, the company relied on private offering exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D as transactions not involving a public offering. The filing emphasizes that the securities are restricted and cannot be freely resold in the United States without registration or another applicable exemption.

For investors, this event increases the company’s share count and brings in new capital from a single institutional investor, C/M Capital Master Fund, LP. Actual effects on existing shareholders will depend on the company’s overall share base, future disclosures about capital structure, and any subsequent resale or registration activity related to these privately issued shares.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2025

AMAZE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41147		87-3905007
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2901 West Coast Highway, Suite 200 Newport Beach, CA		92663
(Address of principal executive offices)		(Zip Code)

(888) 672-0365

Registrant’s telephone number, including area code

Fresh Vine Wine, Inc.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.001 per share		AMZE		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 3.02 Unregistered Sales of Equity Securities.

From September 2 through November 14, 2025, Amaze Holdings, Inc. (the “Company”) issued and sold to C/M Capital Master Fund, LP (the “Purchaser”) 10,735,000 shares of common stock for an aggregate purchase price of $4,867,585, pursuant to that certain securities purchase agreement (the “Purchase Agreement”) dated as of May 6, 2025 by and between the Company and the Purchaser. The Purchase Agreement was previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2025.

In connection with those sales, the Company also issued a total of 80,513 shares of common stock to the Purchaser as commitment shares, pursuant to the terms of the Purchase Agreement.

The shares of common stock were offered and sold to the Purchaser in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities. The offer or sale by the Company of the securities is not being registered under the Securities Act or any state securities laws and, therefore, such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 18, 2025
	AMAZE HOLDINGS, INC.
	By:	/s/ Aaron Day
	Name:	Aaron Day
	Title:	Chief Executive Officer