EXHIBIT 99.2
Published on March 10, 2025
Exhibit 99.2
INDEX TO AMAZE'S FINANCIAL STATEMENTS
F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Amaze Software, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Amaze Software, Inc. (the “Company”) as of December 31, 2023, and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.
/s/Bush & Associates CPA LLC
We have served as the Company's auditor since 2024.
Henderson, Nevada
January 4, 2025
F-2 |
CONSOLIDATED BALANCE SHEETS
December 31, 2023 and 2022
December 31, 2023 | December 31, 2022 | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash | $ | 1,009,802 | $ | 8,646,855 | ||||
Accounts receivable | 399,132 | 480,384 | ||||||
Interest receivable | - | 309,407 | ||||||
Prepaid expenses | 84,059 | 500,220 | ||||||
Total current assets | 1,492,993 | 9,936,866 | ||||||
Fixed assets, net | 632,712 | 1,028,775 | ||||||
Intangible assets, net | 96,608 | 112,657 | ||||||
Prepaid expenses and other (long-term) | 268,799 | 300,129 | ||||||
Total assets | $ | 2,491,112 | $ | 11,378,427 | ||||
Liabilities, and stockholders' deficit | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 3,450,225 | $ | 2,201,701 | ||||
Accrued payroll | 451,683 | 302,408 | ||||||
Accrued commissions | 2,698,089 | 3,725,285 | ||||||
Accrued expenses | 2,914,539 | 3,735,235 | ||||||
Accrued sales tax | 1,366,883 | 791,073 | ||||||
Accrued interest | 388,287 | 212,226 | ||||||
Customer deposits | 638,281 | 1,347,146 | ||||||
Note payable, current portion | 482,143 | 1,858,956 | ||||||
Deferred revenue | 1,211 | 2,506 | ||||||
Total current liabilities | 12,391,341 | 14,176,536 | ||||||
Long-term liabilities | ||||||||
Note payable, net of current portion | 2,899,424 | 2,319,789 | ||||||
Total liabilities | 15,290,765 | 16,496,325 | ||||||
Stockholders' deficit | ||||||||
Series A preferred stock, $0.001 par value – 54,416,293 and 44,756,496 shares issued and outstanding at December 31, 2023 and 2022, respectively | 54,416 | 44,756 | ||||||
Common stock, $0.001 par value – 4,927,766 and 4,318,080 shares issued and outstanding at December 31, 2023 and 2022, respectively | 4,928 | 4,318 | ||||||
Additional paid-in capital | 68,559,789 | 58,164,697 | ||||||
Accumulated deficit | (81,418,786 | ) | (63,331,669 | ) | ||||
Total stockholders' deficit | (12,799,653 | ) | (5,117,898 | ) | ||||
Total liabilities and stockholders' deficit | $ | 2,491,112 | $ | 11,378,427 |
F-3 |
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2023 and 2022
Year ended December 31, | ||||||||
2023 | 2022 | |||||||
Revenue | $ | 31,952,480 | $ | 14,932,679 | ||||
Cost of revenue | 19,836,141 | 7,979,341 | ||||||
Gross profit | 12,116,339 | 6,953,338 | ||||||
Selling, general and administrative expenses | 28,115,616 | 13,202,589 | ||||||
Equity-based compensation | 1,925,321 | 1,392,307 | ||||||
Depreciation and amortization | 411,149 | 89,346 | ||||||
Operating loss | (18,335,747 | ) | (7,730,904 | ) | ||||
Other income (expense) | 642,676 | (7,456,063 | ) | |||||
Interest expense | 394,046 | 160,220 | ||||||
Net loss | $ | (18,087,117 | ) | $ | (15,347,187 | ) | ||
Weighted average shares outstanding | ||||||||
Basic | 52,456,003 | 40,934,394 | ||||||
Diluted | 52,456,003 | 40,934,394 | ||||||
Net loss per share - basic | $ | (0.34 | ) | $ | (0.37 | ) | ||
Net loss per share - diluted | $ | (0.34 | ) | $ | (0.37 | ) |
F-4 |
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended December 31, 2023 and 2022
Additional | ||||||||||||||||||||||||||||
Preferred Stock – Series A | Common Stock | Paid-In | Accumulated | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
Balances at December 31, 2021 | 37,479,163 | $ | 37,479 | 65,933 | $ | 66 | $ | 50,615,932 | $ | (47,984,482 | ) | $ | 2,668,995 | |||||||||||||||
Issuance of common stock | - | - | 4,252,147 | 4,252 | - | - | 4,252 | |||||||||||||||||||||
Issuance of preferred stock | 7,277,333 | 7,277 | - | - | 6,156,458 | - | 6,163,735 | |||||||||||||||||||||
Equity-based compensation | - | - | - | - | 1,392,307 | - | 1,392,307 | |||||||||||||||||||||
Net Loss | - | - | - | - | - | (15,347,187 | ) | (15,347,187 | ) | |||||||||||||||||||
Balances at December 31, 2022 | 44,756,496 | 44,756 | 4,318,080 | 4,318 | 58,164,697 | (63,331,669 | ) | (5,117,898 | ) | |||||||||||||||||||
Issuance of common stock | - | - | 609,686 | 610 | 3,501 | - | 4,111 | |||||||||||||||||||||
Issuance of preferred stock | 9,659,797 | 9,660 | - | - | 8,466,270 | - | 8,475,930 | |||||||||||||||||||||
Equity-based compensation | - | - | - | - | 1,925,321 | - | 1,925,321 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (18,087,117 | ) | (18,087,117 | ) | |||||||||||||||||||
Balances at December 31, 2023 | 54,416,293 | $ | 54,416 | 4,927,766 | $ | 4,928 | $ | 68,559,789 | $ | (81,418,786 | ) | $ | (12,799,653 | ) |
F-5 |
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2023 and 2022
2023 | 2022 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (18,087,117 | ) | $ | (15,347,187 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 411,149 | 89,346 | ||||||
Equity-based compensation | 1,925,321 | 1,392,307 | ||||||
Gain on disposal of fixed assets | (31,774 | ) | - | |||||
Gain on extinguishment of debt | (615,980 | ) | (477,111 | ) | ||||
Amortization of debt discount | 41,044 | 336,043 | ||||||
Changes in operating assets and liabilities | ||||||||
Accounts receivable | 81,252 | (480,384 | ) | |||||
Interest receivable | 309,407 | (309,407 | ) | |||||
Prepaid expenses and other | 447,491 | (696,710 | ) | |||||
Accounts payable | 1,331,548 | 2,135,543 | ||||||
Accrued compensation | 149,275 | 116,813 | ||||||
Accrued payroll | (1,027,196 | ) | 3,725,285 | |||||
Accrued expenses | (903,719 | ) | 3,566,520 | |||||
Accrued sales tax | 575,810 | 791,073 | ||||||
Customer deposits | (708,865 | ) | 1,347,146 | |||||
Deferred revenue | (1,295 | ) | (1,289 | ) | ||||
Accrued interest | 176,061 | 163,745 | ||||||
Net cash used in operating activities | (15,927,588 | ) | (3,648,267 | ) | ||||
Cash flows from investing activities | ||||||||
Proceeds from sale of fixed assets | 46,000 | - | ||||||
Purchase of fixed assets | (18,298 | ) | (1,096,516 | ) | ||||
Net cash used in investing activities | 27,702 | (1,096,516 | ) | |||||
Cash flows from financing activities | ||||||||
Proceeds from issuance of common shares | 4,111 | 4,252 | ||||||
Proceeds from issuance of preferred shares | 239,091 | 6,156,458 | ||||||
Proceeds from note payable | 9,736,263 | 3,143,250 | ||||||
Payments on note payable | (1,716,632 | ) | (824,629 | ) | ||||
Net cash provided by financing activities | 8,262,833 | 8,479,331 | ||||||
Net decrease in cash | (7,637,053 | ) | 3,734,548 | |||||
Cash - beginning of period | 8,646,855 | 4,912,307 | ||||||
Cash - end of period | $ | 1,009,802 | $ | 8,646,855 | ||||
F-6 |
Notes to Consolidated Financial Statements
1. DESCRIPTION OF BUSINESS
Nature of Business
Amaze Software, Inc. (the “Company” or “Amaze”) is an innovative software company dedicated to empowering creators by providing comprehensive software solutions and services that facilitate e-commerce, social commerce, and integrated commerce selling experiences. Established in 2011 under the name Famous Industries, the company rebranded to Amaze in 2021 to better reflect its mission and broaden its focus on serving creators, entrepreneurs, and a diverse range of users seeking to build and enhance their online brands.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company's financial statements have been prepared and are presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the financial statements. In certain instances, amounts reported in prior period financial statements have been reclassified to conform to the current financial statement presentation.
Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
The accompanying consolidated financial statements include the accounts of Amaze Software, Inc. and Amaze Holding LLC, which are consolidated due to direct ownership.
Liquidity and Capital Resources
As of December 31, 2023, the Company maintained $1 million in cash reserves with a working capital deficiency of $11 million. This reflects a strategic allocation of resources to support operational growth and investment in key business areas. In comparison, as of December 31, 2022, the Company had $9 million in cash and a working capital deficit of $4 million. The change was primarily driven by a targeted deployment of $7.6 million, ensuring the Company's continued ability to execute its long-term strategy and sustain its market position.
The Company believes that its existing cash, coupled with additional capital raised through debt financing, will provide adequate liquidity to support ongoing operations and growth initiatives for at least 12 months from the filing of this report. Management remains focused on capital efficiency and cash flow optimization, ensuring that financial resources are utilized effectively to drive operational performance and revenue expansion.
As of December 31, 2023, the Company had $12.4 million in current liabilities, reflecting its commitment to fulfilling short-term obligations while maintaining operational flexibility. The breakdown of these liabilities includes:
● | $5.5 million in vendor payables and accrued payroll, | |
● | $2.7 million in accrued commissions, | |
● | $1.4 million in accrued sales tax, and | |
● | $482,000 as the current portion of notes payable. |
F-7 |
The Company reported an accumulated deficit of $81 million as of December 31, 2023, reflecting the investments made in product development, strategic initiatives, and market expansion. Management is actively exploring opportunities to strengthen the Company's capital structure by securing additional funding through strategic partnerships, equity financing, and revenue-driven growth. While there is an expectation for additional capital needs, the Company remains proactive in identifying favorable financing opportunities, ensuring alignment with its long-term objectives.
Management is confident in the Company's ability to navigate its financial landscape effectively, leveraging a combination of cost optimizations, revenue enhancements, and capital market strategies. Although external financing may be required to further accelerate growth, the Company is well-positioned to capitalize on favorable market conditions and strategic business opportunities.
While these factors present financial challenges, they also underscore the Company's ongoing commitment to strengthening its financial position and enhancing long-term sustainability. The accompanying financial statements do not include any adjustments related to the potential recoverability of assets, classification of liabilities, or other financial modifications that may be necessary under a different operating scenario.
Accounting Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.
Cash
The Company maintains its cash in accounts at financial institutions, which may, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
Accounts Receivable
Accounts receivable consists of amounts owed to the Company for sales of the Company's services on credit and are reported at net realizable value. Credit terms are extended to customers in the normal course of business. The Company estimates allowances for future returns and doubtful accounts based upon historical experience and its evaluation of the current status of receivables. Accounts considered uncollectible are written off against the allowance. As of December 31, 2023 and 2022 there was no allowance for doubtful accounts.
Revenue recognition
The Company's total revenue reflects the sale of merchandise sales, digital product sales and shipping domestically and internationally. Revenues are recognized as the Company transfers control of promised goods or services to sellers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Each contract includes a single performance obligation to transfer control of the product to the customer. Control is transferred when the product is either shipped or delivered, depending on the shipping terms, at which point the Company recognizes the transaction price for the product as revenue. The Company has elected to account for shipping and handling as a fulfillment activity, with amounts billed to customers for shipping and handling included in total revenue.
ASC 606 notes that when another party is involved in providing goods or services to a customer, the entity should determine whether the nature of its promise is a performance obligation to provide the specified goods or services itself (that is, the entity is a principal) or to arrange for those goods or services to be provided by the other party (that is, the entity is an agent). The Company does not bear responsibility for inventory losses and does not have pricing determination; therefore, the Company would be considered the agent and revenue should be recognized as net sales.
F-8 |
Products are sold for cash or on credit terms. The Company has elected the practical expedient to not account for significant financing components as its payment terms are less than one year, and the Company determines the terms at contract inception. The Company's sales terms do not allow for the right of return.
The following table presents the percentages of total revenue disaggregated by sales channels for the years ended December 31, 2023 and 2022:
2023 | 2022 | |||||||
Long-tail | 80% | 84% | ||||||
Managed services | 20% | 16% | ||||||
Total | 100% | 100% |
Fair Value of Financial Instruments
The Company's accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
● | Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. |
● | Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
● | Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
The carrying values of cash, accounts receivable, accounts payable, deferred revenue and other financial working capital items approximate fair value at December 31, 2024 and 2023, due to the short maturity nature of these items.
Fixed Assets
Fixed assets are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Depreciation of owned assets are computed using the straight-line method over the estimated useful lives. The cost of assets sold or retired, and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in other income (expense) for the year. Expenditures on maintenance and repairs are charged to expense as incurred.
Intangible Assets
The Company capitalizes the fair value of intangible assets acquired in business combinations. Intangible assets are amortized on a straight-line basis over their estimated economic useful lives, generally the contract term. The Company performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price of each acquired business to its respective net tangible and intangible assets.
F-9 |
Long-lived Assets
Long-lived assets such as fixed assets and intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There were no triggering events and no impairments of long-lived assets for the years presented.
Customer Deposits
The Company records customer deposits when a customer makes a payment for a product purchase in advance of shipping goods. Revenue is recognized, and the customer deposit liability is reduced, once the shipment occurs and therefore this balance is related to customer orders that have not been fulfilled.
Accounts Payable
The Company records accounts payable at the invoice amount when goods or services are received, regardless of when payment is made. All vendor payables are recorded at their gross amount, with any discounts available being recognized as a separate income item when taken, and are typically due within 30 – 60 days.
Income Taxes
The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more-likely-than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2023 and 2022, and as such, no interest or penalties were recorded to income tax expense. As of December 31, 2023 and 2022, the Company has no unrecognized tax benefits. There are no unrecognized tax benefits included on the balance sheet that would, if recognized, impact the effective tax rate. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months.
Equity-Based Compensation
The Company measures equity-based compensation cost, according to ASC 718, at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The Company recognizes any forfeitures as they occur.
See Note 9 for further discussion of equity-based compensation incurred in 2024 and 2023.
Advertising and Marketing
The Company expenses the costs of advertising and marketing as incurred. Advertising and marketing expenses were approximately $3.1 million and $1.1 million for the years ended December 31, 2023 and 2022, respectively.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments–Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, and also issued subsequent amendments to the initial guidance, collectively, ASC 326, to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that requires the reflection of expected credit losses and will also require consideration of a broader range of reasonable and supportable information to determine credit loss estimates. For many entities with financial instruments, the standard will require the use of a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which may result in the earlier recognition of credit losses on financial instruments. The Company adopted this guidance during the quarter ended March 31, 2023, which had no material impact on the financial statements.
F-10 |
3. LOSS PER SHARE
Basic net loss per share is determined by dividing net loss attributable to common shareholders by the weighted-average shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the numbers of additional common shares that would have been outstanding if all potential common shares had been issued and were dilutive. However, potentially dilutive securities are excluded from the computation of diluted EPS to the extent that their effect is anti-dilutive. The following table shows the components of diluted shares for the periods ending:
December 31, 2023 |
December 31, 2022 |
|||||||
Numerator: | ||||||||
Net loss | $ | (18,087,117 | ) | $ | (15,347,187 | ) | ||
Denominator: | ||||||||
Basic – weighted shares outstanding | 52,456,003 | 40,934,394 | ||||||
Dilutive effect from shares authorized | - | - | ||||||
Diluted – weighted shares outstanding | 52,456,003 | 40,934,394 | ||||||
Basic loss per share | $ | (0.34 | ) | $ | (0.37 | ) | ||
Diluted loss per share | $ | (0.34 | ) | $ | (0.37 | ) |
4. PREPAID EXPENSES
Prepaid expenses consist of the following at December 31:
2023 | 2022 | |||||||
Prepaid subscription and service fees | $ | 53,788 | $ | 482,677 | ||||
Deposits | 30,271 | 17,543 | ||||||
Total current prepaid expenses and other | 84,059 | 500,220 | ||||||
Security deposits | 268,799 | 300,129 | ||||||
Total | $ | 352,858 | $ | 800,349 |
5. FIXED ASSETS
Fixed assets consisted of the following at December 31:
2023 | 2022 | |||||||
Facilities equipment | $ | 917,229 | $ | 992,014 | ||||
Computer equipment | - | 91,982 | ||||||
917,229 | 1,083,996 | |||||||
Accumulated depreciation | (284,517 | ) | (55,221 | ) | ||||
Total | $ | 632,712 | $ | 1,028,775 |
The Company has a useful life of 2-10 years for equipment. Depreciation was approximately $395,000 and $71,000 for the years ended December 31, 2023 and 2022, respectively.
F-11 |
6. INTANGIBLE ASSETS
Intangible assets consisted of the following at December 31:
2023 | 2022 | |||||||
Domain name | $ | 146,389 | $ | 146,389 | ||||
Developed technology | 6,995 | 6,995 | ||||||
IP patent | 78,274 | 78,273 | ||||||
231,658 | 231,658 | |||||||
Accumulated amortization | (135,050 | ) | (119,001 | ) | ||||
Total | $ | 96,608 | $ | 112,657 |
The Company has a useful life of 5-10 years for intangibles. Amortization was approximately $16,000 and $19,000 for the years ended December 31, 2023 and 2022, respectively.
The Company's estimated future amortization of intangible assets is as follows:
Years Ending December 31, | Amount | |||||
2024 | $ | 16,049 | ||||
2025 | 16,049 | |||||
2026 | 16,049 | |||||
2027 | 16,049 | |||||
2028 | 14,650 | |||||
Thereafter | 17,764 | |||||
Total | $ | 96,608 |
7. NOTES PAYABLE
The following table is a summary of the Company's outstanding debts as of December 31:
2023 | 2022 | |||||||
Convertible notes | 2,899,424 | 1,900,000 | ||||||
ACH Capital West, LLC | 482,143 | - | ||||||
Clearco note | - | 2,319,789 | ||||||
Unamortized debt issuance costs | - | (41,044) | ||||||
Total | 3,381,567 | 4,178,745 | ||||||
Less: current portion | (482,143 | ) | (1,858,956) | |||||
Long-term debt | $ | 2,899,424 | $ | 2,319,789 |
In 2021, the Company entered into Convertible Note Purchase Agreements (the 2021 Convertible Note Purchase Agreements") with multiple accredited investors, pursuant to which the Company agreed to sell a principal amount of $1,900,000 convertible promissory notes that will be convertible into shares of the Company's Series A-1 Preferred Stock. The Notes bear interest of 8% and are due and payable on demand. Each Note will be converted into Series A-1 Preferred Stock at a conversion price equal to $0.66883 at closing.
In 2023, the Company entered into Note Purchase Agreements (the "2023 Note Purchase Agreements") with multiple accredited investors, pursuant to which the Company agreed to sell a principal amount of $7,000,000 of convertible promissory notes. In September 2023, these notes and the interest due on them were converted to Series A-3 Preferred Stock.
F-12 |
The Company, as part of the asset purchase agreement in 2022, assumed the obligations of Teespring, Inc. under the Revenue Share Agreement dated May 30, 2022 between Teespring, Inc. and CFT Clear Finance Technology Corp. (“Clearco”) as amended by Amendment No. 1 entered by Clearco, Teespring, and Amaze Holding Company LLC on October 31, 2022. The Revenue Share Agreement was terminated pursuant to a termination letter dated August 31, 2023 between Clearco and the Company and all amounts outstanding were deemed paid in full. The Company recognized a gain on debt forgiveness of approximately $621,000 for the year ended December 31, 2023.
The Company submitted a loan forgiveness application to the U.S. Small Business Administration (“SBA”) for the Paycheck Protection Program (the “PPP”) and was approved for full forgiveness in 2022 and therefore recognized a gain on debt extinguishment of approximately $477,000.
In December 2023, the Company issued a note payable for the principal amount of $500,000 with ACH Capital West, LLC. The term was 7 months but in February 2024, the Company refinanced and received additional funding with the principal balance becoming $1,000,000. In July 2024, the Company refinanced the agreement to receive additional funding and adjust the principal balance to $1,600,000 with a due date of February 2025. In February 2025, the Company refinanced a principal balance of $865,000 with $1,124,500 due over 36 weeks.
As of December 31, 2023 and 2022, the unamortized debt discount was $0 and $41,044, respectively. The Company recognized approximately $41,000 and $336,000 of debt discount in interest expense for the years ended December 31, 2023 and 2022, respectively.
Principal maturities of the Company's notes payable are as follows:
Years Ending December 31, | Amount | |||||
2024 | $ | 482,143 | ||||
2025 | 2,899,424 | |||||
2026 | - | |||||
2027 | - | |||||
Total | $ | 3,381,567 |
8. STOCKHOLDERS' EQUITY
Series A Convertible Preferred Stock
On July 12, 2022, the Company entered into a Stock Purchase Agreement with ten accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a private placement (the “Offering”) shares of Series A-3 Preferred Stock. Pursuant to the Stock Purchase Agreement, the Purchasers collectively agreed to purchase up to 4,661,028 shares of Series A-3 Preferred Stock at a per share purchase price equal to $0.92 for a total gross proceeds of $4,305,162 at the initial closing of the Offering (the “Initial Closing”), which occurred on July 12, 2022. The Stock Purchase Agreement was amended and restated on October 24, 2022, for the Company to issue and sell to six of the Purchasers and additional new accredited investor an additional 2,670,438 shares of Series A-3 Preferred Stock at a per share purchase price equal to $0.923652 for a total gross proceeds of $2,466,555 at a second closing, which occurred on October 24, 2022.
In September 2023, approximately $8.2 million in convertible debt was converted into 9,605,664 shares of Series A-3 Preferred Stock pursuant to their Convertible Promissory Notes from 2023.
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9. EQUITY-BASED COMPENSATION
Stock Options
During the year ended December 31, 2023, the Company issued stock options to purchase 4,560,173 shares of its common stock to various employees of the Company. During the year ended December 31, 2022, the Company issued stock options to purchase 10,034,498 shares of common stock to various employees of the Company. Most options vest over a period of four years, with 25% vesting after one year and the remaining 75% vesting in equal monthly installments over the following 36 months and are exercisable for a period of ten years. Stock based compensation for stock options is estimated at the grant date based on the fair value calculated using the Black-Scholes method.
In May 2022, the Company issued stock options to purchase 200,000 shares of its common stock to board members of the Company. These options vest over 3 years in equal monthly installments and are exercisable for a period of ten years.
In April 2023, the Company issued stock options to purchase 200,000 shares of its common stock to an advisor of the Company. These options vested immediately and exercisable for a period of then years.
Number of Options |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Term (Years) |
||||||||||
Outstanding at December 31, 2021 | 2,361,680 | $ | 0.19 | 7.73 | ||||||||
Granted | 10,234,498 | 0.07 | 10.00 | |||||||||
Exercised | (28,423 | ) | - | - | ||||||||
Forfeited | (1,747,664 | ) | - | - | ||||||||
Outstanding at December 31, 2022 | 10,820,091 | $ | 0.08 | 9.30 | ||||||||
Granted | 4,560,173 | 0.23 | 10.00 | |||||||||
Exercised | (29,686 | ) | - | - | ||||||||
Forfeited | (5,442,537 | ) | - | - | ||||||||
Outstanding at December 31, 2023 | 9,908,041 | $ | 0.13 | 8.53 | ||||||||
Exercisable at December 31, 2023 | 5,534,320 | $ | 0.13 | 4.80 |
10. INCOME TAXES
For the year ended December 31, 2023 and 2022, no income tax expense or benefit was recorded related to income taxes due to the Company's overall operating results and the change in the valuation allowance. The components of income tax expense (benefit) for the year ended December 31, 2023 and 2022 are as follows:
2023 | 2022 | |||||||
Current income tax expense (refund) - federal | $ | - | $ | - | ||||
Current income tax expense (refund) - state | - | - | ||||||
Total current income tax expense (refund) | - | - | ||||||
Deferred income tax expense (benefit) - federal | - | - | ||||||
Deferred income tax expense (benefit) - state | - | - | ||||||
Total deferred income tax expense (benefit) | - | - | ||||||
Total provision for income taxes | $ | - | $ | - |
11. CUSTOMER CONCENTRATION
For the year ended December 31, 2022, one creator was responsible for 23% of the Company's gross sales however for the year ended December 31, 2023, no one source was responsible for more than 10% of the Company's gross sales.
12. COMMITMENT AND CONTINGENCIES
The Company accrues a liability and charges operations for the estimated costs of contingent liabilities, including adjudication or settlement of various asserted and unasserted claims existing as of the balance sheet date, where there is a reasonable possibility that a loss has been incurred and the loss (or range of probable loss) is estimable.
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From time to time the Company may become subject to threatened and/or asserted claims arising in the ordinary course of our business. Other than the matter described below, management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material impact on the Company's financial condition, results of operations or liquidity.
Legal Proceedings
The Company is subject to legal disputes and claims that arise in the ordinary course of business. The Company has resolved all litigation filed against it in 2022 and 2023 except for the following matter:
G&I IX Aviation LLC v. Teespring, Inc. et al.
Amaze Holding Company LLC is a defendant in G&I IX Aviation LLC v. Teespring, Inc. et al., Case No. 23-CI-00220 in Boone County Circuit Court, Kentucky. When Amaze acquired certain assets of Teespring, Inc., pursuant to an Asset Purchase Agreement in November 2022, Teespring, Inc. leased commercial property located at 1201 Aviation Boulevard, Hebron, Kentucky, owned by Plaintiff G&I IX Aviation LLC (“G&I”). During and after APA negotiations, Amaze attempted to assume the lease, but Plaintiff refused to consent to the assignment of the lease unless Amaze paid previous obligations the landlord claimed Teespring. Inc. owed. Ultimately, G&I and Amaze never signed a consent to assignment of the lease. Plaintiff provided a notice of default on December 15, 2022, and filed its complaint against Teespring, Inc. and Amaze on February 1, 2023. On June 12, 2024, the court denied plaintiff's motion for summary judgment against Amaze. The matter remains in discovery.
13. SUBSEQUENT EVENTS
The following legal disputes arose subsequent to December 31, 2023:
MyLocker.com, L.L.C. v. Amaze Holding Company LLC
On September 23, 2024, MyLocker.com L.L.C. (“MyLocker”) filed a complaint against Amaze Holding Company LLC, Case No. 24-013888, in Wayne County Circuit Court, Michigan. Amaze and MyLocker had entered into a Print Partner Services Level Agreement on June 12, 2023, under which MyLocker agreed to accept order fulfillment assignments from Amaze. MyLocker filed its September 23, 2024 complaint seeking payment of invoices issued to Amaze on August 8, 2024, August 22, 2024, September 6, 2024, and September 16, 2024. On November 11, 2024, the court entered a default judgment against Amaze in the amount of $81,772.24.
Secured Promissory Notes with Fresh Vine Wine, Inc
The Company and Fresh Vine Wine, Inc. (“Fresh Vine”) entered into a promissory note (the “Fresh Vine Note”) effective October 28, 2024, under which Fresh Vine agreed to lend to the Company the principal sum of up to $3.5 million. The Fresh Vine Note bears interest at 6.00% per annum until the closing date of the Business Combination (defined below). If the Business Combination does not close, the interest rate increases to 12% per annum from the date that negotiations cease. The unpaid principal plus accrued interest is due and payable on the date that is 9 months after the date on which Fresh Vine or the Company provides notice to the other that negotiations have ceased if the Business Combination is not closed. Provided there is no event of default, the Fresh Vine note will be forgiven on the date the Business Combination Agreement (detailed below) closes. The Fresh Vine Note is secured by all of the assets of Amaze Holding Company LLC.
Business Combination Agreement with Adifex
Fresh Vine and Adifex Holdings LLC, a Delaware limited liability company, or “Adifex”, have entered into a Business Combination Agreement, dated November 3, 2024, under which Fresh Vine formed a direct, wholly owned subsidiary, Amaze Holdings Inc. (“Pubco”), which in turn formed two direct, wholly owned subsidiaries, VINE Merger Sub Inc. (“VINE Merger Sub”) and Adifex Merger Sub LLC (“Adifex Merger Sub”). Upon satisfaction or waiver of the conditions to closing in the Business Combination Agreement, VINE Merger Sub will consummate the VINE Merger with and into Fresh Vine, with Fresh Vine surviving the merger as a direct, wholly owned subsidiary of Pubco, and
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Adifex Merger Sub will consummate the Adifex Merger with and into Adifex with Adifex surviving the merger as a direct, wholly owned subsidiary of Pubco. Upon consummation of the Business Combination, Fresh Vine and Adifex will each be a wholly owned subsidiary of Pubco and, as a result, Pubco will hold what today are Fresh Vine's and Adifex' independent businesses. Also, at the effective time of the VINE merger, (each outstanding warrant to purchase shares of Fresh Vine capital stock will be exchanged (or otherwise amended) for a warrant to purchase shares of Pubco common stock.
The Business Combination Agreement contains customary representations, warranties and covenants, including covenants obligating the Company, during the period prior to closing, to conduct its business and operations in the ordinary course of business and not to engage in certain specified activities without Fresh Vine's prior consent.
Consummation of the Business Combination is subject to the satisfaction or waiver of certain closing conditions, including without limitation, approval by the Fresh Vine's stockholders of the Business Combination Agreement, including the Business Combination, completion of the acquisition of Amaze by Adifex, and the Company having raised up to $10,000,000 through the sale of its equity or debt securities to cover transaction expenses and for working capital purposes.
The Business Combination Agreement may be terminated in certain limited circumstances including (i) by mutual written consent of Fresh Vine and Adifex; (ii) by either Fresh Vine or Adifex if the VINE Merger and the Adifex Merger have not have been consummated by April 30, 2025 (subject to extension) (iii) by either Fresh Vine or Adifex if a court of competent jurisdiction or governmental authority has issued a final and nonappealable order, or taken any other action, having the effect of permanently restraining, enjoining, or otherwise prohibiting any of the transactions contemplated by the Business Combination Agreement; (iv) by either Fresh Vine or Adifex upon a breach of any representation, warranty, covenant, or agreement in the Business Combination Agreement by the other party; or (v) by Fresh Vine, upon Fresh Vine's board of directors authorizing Fresh Vine to enter into a permitted alternative agreement in the manner set forth in the Business Combination Agreement.
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