[8-K] Fresh Vine Wine, Inc. Reports Material Event

Rhea-AI Filing Summary

Unregistered Equity Sale: Amaze Holdings, Inc. (f/k/a Fresh Vine Wine, Inc.; NYSE American: AMZE) disclosed in its Form 8-K that between 30 June and 3 July 2025 it issued and sold 115,000 common shares to C/M Capital Master Fund, LP for an aggregate $963,726 under a 6 May 2025 Securities Purchase Agreement. As part of the agreement, the investor also received 863 commitment shares. The placement relied on Section 4(a)(2) and Rule 506(b) exemptions, so the shares are unregistered and restricted from public resale absent further registration or exemption. Proceeds provide additional liquidity with minimal transaction costs, but issuance of 115,863 new shares adds incremental dilution to existing shareholders. No information on use of proceeds or post-placement share count was provided.

Positive

• Secures US$963,726 in additional equity capital without public offering costs

Negative

• Issues 115,863 new shares, creating dilution for current shareholders
• No disclosure of intended use of proceeds, limiting visibility on strategic benefit

Insights

Financial Analyst

TL;DR: Small private placement nets ~$1 m cash; limited yet dilutive—overall neutral impact.

The deal adds less than US$1 million in equity capital, improving short-term liquidity without incurring underwriting fees typical of a public offering. Given Amaze Holdings’ micro-cap status, any capital infusion is generally welcome. However, the company issued 115,863 new shares, modestly diluting existing holders; without information on total shares outstanding or strategic use of funds, it is difficult to judge accretive value. Because the sale relied on Rule 506(b), resale restrictions could reduce near-term float, partially mitigating market overhang. Overall, the event is routine financing rather than a game-changing catalyst.

false 0001880343 0001880343 2025-06-30 2025-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 30, 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)

(855) 766-9463

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 June 30 through July 3, 2025, Amaze Holdings, Inc. (f/k/a Fresh Vine Wine, Inc.) (the “Company”) issued and sold to C/M Capital Master Fund, LP (the “Purchaser”) a total of 115,000 shares of common stock for an aggregate purchase price of $963,726, 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 863 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: July 7, 2025
	AMAZE HOLDINGS, INC.
	By:	/s/ Aaron Day
	Name:	Aaron Day
	Title:	Chief Executive Officer

FAQ

How many shares did Amaze Holdings (VINE) sell in this private placement?

The company sold 115,000 common shares and issued 863 commitment shares to the investor.

How much capital did Amaze Holdings raise from the transaction?

It raised an aggregate $963,726 in gross proceeds.

Who purchased the shares from Amaze Holdings?

All shares were purchased by C/M Capital Master Fund, LP.

Were the shares registered with the SEC?

No. The shares were sold under Section 4(a)(2) and Rule 506(b) exemptions and are unregistered.

When did the share issuance occur?

Between June 30 and July 3, 2025.

What ticker symbol does Amaze Holdings trade under?

The filing lists the symbol AMZE on the NYSE American exchange.