Amaze Holdings (NYSE: AMZE) sets special meeting on note conversion shares

Rhea-AI Filing Summary

Amaze Holdings, Inc. reported that it will reconvene its adjourned special meeting of stockholders on February 4 at 11:00 a.m. Eastern Time. The meeting was originally convened and adjourned on December 10 because a quorum was not present. At the reconvened meeting, stockholders will vote on approving, for purposes of complying with Section 713(a) and Section 713(b) of the NYSE American Company Guide, the issuance of common stock upon conversion of senior secured original issue discount convertible notes in excess of the 19.9% exchange cap in those notes. Stockholders of record as of November 7, 2025 will receive notice of the new meeting date and time.

Insights

Equity and corporate actions analyst

Amaze is asking shareholders to approve share issuance above a 19.9% cap tied to convertible notes.

Amaze Holdings plans to reconvene its special stockholder meeting so investors can vote on a key equity-related matter. The proposal seeks approval, as required by NYSE American rules, to issue common shares upon conversion of senior secured original issue discount convertible notes above the stated 19.9% exchange cap.

This type of vote usually relates to potential dilution and exchange listing requirements, but the excerpt does not quantify how many shares could be issued. The notes are described as senior and secured, which means they sit ahead of common equity in the capital structure, but the economic impact on existing holders will depend on the ultimate conversion activity.

The reconvened meeting is scheduled for February 4 at 11:00 a.m. Eastern Time, with stockholders of record as of November 7, 2025 eligible to receive notice. Subsequent disclosures around the vote outcome and any resulting share issuances will further clarify the capital structure effects.

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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): December 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 7.01 Regulation FD Disclosure.

On December 12, 2025, Amaze Holdings, Inc. (the “Company”) issued a press release announcing that the Company will reconvene its adjourned special meeting of stockholders (the “Special Meeting”) on February 4, 2026 at 11:00 a.m. Eastern Time. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

As previously announced, on December 10, 2025, the Company convened and then adjourned the Special Meeting because a quorum was not present. On December 12, 2025, the Company announced that it will reconvene its adjourned Special Meeting on February 4, 2025 at 11:00 am Eastern Time. A notice of the reconvened meeting date and time will be sent to all stockholders of record as of November 7, 2025. At the reconvened meeting, stockholders will vote to approve, for purposes of complying with Section 713(a) and Section 713(b) of the NYSE American Company Guide, the issuance of shares of common stock upon conversion of senior secured original issue discount convertible notes in excess of the 19.9% exchange cap contained therein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated December 12, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 12, 2025
	AMAZE HOLDINGS, INC.
	By:	/s/ Aaron Day
	Name:	Aaron Day
	Title:	Chief Executive Officer

FAQ

What did Amaze Holdings, Inc. (AMZE) announce in this 8-K?

Amaze Holdings, Inc. announced that it will reconvene its adjourned special meeting of stockholders on February 4 at 11:00 a.m. Eastern Time. At this meeting, stockholders will vote on approving a potential issuance of common stock related to senior secured original issue discount convertible notes.

Why is Amaze Holdings (AMZE) holding a special shareholder meeting?

The special meeting is being held so stockholders can vote to approve, for purposes of complying with Section 713(a) and Section 713(b) of the NYSE American Company Guide, the issuance of common stock upon conversion of certain convertible notes above a 19.9% exchange cap.

What is the 19.9% exchange cap mentioned by Amaze Holdings (AMZE)?

The 19.9% exchange cap refers to a limit in the senior secured original issue discount convertible notes that restricts the number of common shares issuable upon conversion to 19.9% of a specified base. The company is seeking shareholder approval to issue shares in excess of that cap to comply with NYSE American rules.

Who can vote at Amaze Holdings, Inc. (AMZE) reconvened special meeting?

A notice of the reconvened special meeting will be sent to all stockholders of record as of November 7, 2025. Those stockholders are eligible to receive notice and participate according to the company’s meeting procedures.

Why was the original Amaze Holdings (AMZE) special meeting adjourned?

The special meeting that was convened on December 10, 2025 was adjourned because a quorum was not present. The company is now reconvening the meeting on a new date to complete the vote.

Does this Amaze Holdings, Inc. (AMZE) filing describe any financial results?

No, this report focuses on the scheduling of a reconvened special meeting and the shareholder vote on potential issuance of common stock upon conversion of convertible notes. It does not present operating or earnings results.