Form: 8-K

Current report

June 4, 2025

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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): June 4, 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 7.01 Regulation FD Disclosure

 

On June 4, 2024, Amaze Holdings, Inc. (the “Company”) issued a press release announcing that it has launched a private offering of up to $10 million aggregate principal amount of convertible promissory notes, Series 2025-A, and up to $20 million aggregate principal amount of convertible promissory Notes, Series 2025-B (together, the “Notes”). The Notes are being offered only to persons who qualify as “accredited investors” in reliance upon the exemption from registration provided by Rule 506(c) under the Securities Act of 1933, as amended (the “Securities Act”).

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

In connection with the offering, the Company will be providing to prospective investors the information in the investor presentation attached to this Current Report on Form 8-K as Exhibit 99.2, which is incorporated herein by reference.

 

This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy, the Notes or any other securities. The Notes will not be and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release dated June 4, 2025
99.2   Amaze Holdings, Inc. Investor Presentation June 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: June 4, 2025    
     
  AMAZE HOLDINGS, INC.
     
  By: /s/ Michael Pruitt
  Name: Michael Pruitt
  Title: Chief Executive Officer