Form: 8-K

Current report

July 15, 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): July 11, 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 1.01. Entry Into a Material Definitive Agreement.

 

On July 11, 2025, Amaze Holdings, Inc. (the “Company”) entered into a consulting agreement with DNA Holdings Venture Inc., a Puerto Rico corporation (“Consultant”), pursuant to which Consultant will provide strategic advisory services to the Company, including but not limited to crypto strategy and token architecture; e-commerce and web3 integration; globalization and cross-border currency solutions; credibility and visibility; and token launch and market support. The Company agreed to engage DNA Market Making as one of the Company’s market-making providers for its Token Generation Event. The consulting agreement has a 12 month term, which extends for an additional 12 months unless terminated earlier by either party upon 30 days written notice.

 

As consideration for the advisory services, the Company issued to Consultant 100,000 shares of the Company’s common stock.

 

The foregoing description of the consulting agreement is not complete and is qualified in its entirety by reference to the full text of the document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The shares of common stock were offered and sold to Consultant in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering.

 

Item 7.01. Regulation FD Disclosure

 

On July 15, 2025, the Company issued a press release announcing the consulting agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
10.1 Consulting Agreement dated July 11, 2025 between Amaze Holdings, Inc. and DNA Holdings Venture Inc.
99.1   Press release dated July 15, 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: July 15, 2025    
     
  AMAZE HOLDINGS, INC.
     
  By: /s/ Aaron Day
  Name: Aaron Day
  Title: Chief Executive Officer