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

Rhea-AI Filing Summary

Amaze Holdings, Inc. (NYSE American: AMZE) filed an Item 3.02 Form 8-K reporting a private placement completed between 7 July and 23 July 2025.

• Securities sold: 444,040 common shares
• Cash received: US $2,601,011 (≈ $5.86 per share)
• Commitment shares: 2,468 additional shares issued to the investor
• Purchaser: C/M Capital Master Fund, LP
• Documentation: Transaction governed by the Securities Purchase Agreement dated 6 May 2025, previously disclosed on 7 May 2025
• Registration status: Shares issued under the Section 4(a)(2)/Rule 506(b) private-offering exemption; not registered with the SEC

The filing provides no updated financials or guidance. Proceeds strengthen liquidity, but the issuance adds to share count and may dilute existing holders. No other material events were disclosed.

Positive

• $2.6 million in gross proceeds strengthens near-term liquidity without incurring underwriting fees
• Use of Reg D/Section 4(a)(2) exemption expedites funding and avoids market-pricing uncertainty associated with public offerings

Negative

• Issuance of 446,508 new shares (including commitment shares) introduces dilution to existing shareholders
• Concentration of shares with a single fund may create future resale overhang and influence corporate actions

Insights

Capital Markets Analyst

TL;DR $2.6 m cash boost via exempt offering; modest dilution, neutral-to-slightly positive for liquidity.

The private sale injects immediate capital without underwriting costs, a plus for a micro-cap issuer that likely faces high public-offering friction. At ≈$5.86 per share, pricing appears near-market (exact market price not provided), limiting discount risk. However, 446,508 new shares (including commitment shares) enlarge the float; without outstanding-share data, potential dilution can’t be quantified, but for small-cap structures this could be meaningful. Because the buyer is a single fund, future resale overhang remains a consideration. Overall impact leans neutral: liquidity improves, offset by dilution and resale risk.

Corporate Governance Expert

TL;DR Single-investor placement concentrates influence; governance vigilance advised.

A single institutional purchaser now holds a new block, possibly gaining negotiation leverage in future financings or corporate actions. The commitment-share feature effectively lowers the purchaser’s entry cost, underscoring asymmetry versus public shareholders. Board transparency appears adequate—prior agreement was already disclosed—but investors should monitor any related-party provisions and resale registration rights that could pressure the share price. No shareholder approval was required under Nevada law or NYSE American rules due to issuance size, so procedural risk is limited.

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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): July 21, 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 July 7 through July 23, 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 444,040 shares of common stock for an aggregate purchase price of $2,601,011, 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 2468 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 25, 2025
	AMAZE HOLDINGS, INC.
	By:	/s/ Aaron Day
	Name:	Aaron Day
	Title:	Chief Executive Officer

FAQ

How many shares did Amaze Holdings (AMZE) issue in July 2025?

The company issued 444,040 common shares for cash and 2,468 commitment shares, totaling 446,508 new shares.

What amount of capital did Amaze Holdings raise through the private placement?

Amaze Holdings received US $2,601,011 in gross proceeds.

Who purchased the shares from Amaze Holdings?

All shares were sold to C/M Capital Master Fund, LP under a previously disclosed purchase agreement.

Were the new Amaze Holdings shares registered with the SEC?

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

Will current shareholders experience dilution from this transaction?

Yes. The additional 446,508 shares increase the outstanding share count, diluting existing holdings.