M&A - Fresh Vine Wine, Inc.

Form Type: 8-K

Filing Date: 2025-06-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000155479525000156

Filing Summary: On June 12, 2025, Amaze Holdings, Inc. reported the completion of its acquisition of Amaze Software, Inc. on March 7, 2025, resulting in Amaze Software becoming a wholly owned subsidiary. The acquisition included 750,000 Series D Convertible Preferred Stock shares and warrants for 8,750,000 common shares. The document specifies conversion caps and stockholder approvals, detailing that the shares of Series D Preferred Stock will convert into 93,750,000 common shares if approved. Following the merger, the company’s outstanding shares rose significantly, with previous securityholders of Amaze Software controlling 83.5% of the new common stock. At a stockholders' meeting on June 12, 2025, several proposals were voted on, including the approval of a reverse stock split and amendments to the Equity Incentive Plan.

Form Type: 8-K/A

Filing Date: 2025-05-23

Corporate Action: Acquisition

Type: Update

Accession Number: 000155479525000145

Filing Summary: On March 7, 2025, Amaze Holdings, Inc. acquired Amaze Software, Inc. through an Amended and Restated Agreement and Plan of Merger. This Form 8-K/A is an amendment to the previously filed Form 8-K, providing the financial information required by the SEC for the merger. The report includes the audited consolidated financial statements of Amaze Software for the years ended December 31, 2024, and 2023, along with unaudited pro forma financial information for the combined companies. The presented pro forma financial results do not represent actual results but are provided for informational purposes only, and the filing confirms that the waiver of extended transition periods for new financial accounting standards is not selected.

Form Type: 10-Q

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: New

Accession Number: 000155479525000143

Filing Summary: Amaze Holdings, Inc. filed a quarterly report (Form 10-Q) for the period ended March 31, 2025. The report indicates that the company, previously known as Fresh Vine Wine, Inc., was renamed on March 24, 2025, and completed the acquisition of Amaze Software, Inc. Financially, the company reported a decrease in revenues from $104,568 in Q1 2024 to $60,214 in Q1 2025, with a gross loss in both quarters but a significant increase in expenses, leading to a net loss of $2,089,208 for Q1 2025. As of the filing date, Amaze had 17,333,068 shares of common stock outstanding and reported cash and restricted cash of $484,314, down from $155,647 in the previous quarter. The balance sheet reflected total assets of $99,759,847, with current liabilities significantly increasing due to various accrued expenses and convertible notes payable. There are notable risks associated with the company's financial stability, operational execution, and market conditions, with a significant accumulated deficit of approximately $31.3 million. The report emphasizes the company's forward-looking statements regarding its financial performance and business strategies.

Form Type: NT 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000155479525000133

Filing Summary: Amaze Holdings, Inc. filed a Notification of Late Filing (Form NT 10-Q) indicating that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, by the deadline due to delays in the audit of financial statements following the acquisition of Amaze Software, Inc. on March 7, 2025. The company requires more time for its independent auditor to complete the review of consolidated financial statements. The filing is expected to occur by the fifth calendar day after the original due date. The company anticipates significant changes in its operation results, forecasting net revenue of approximately $34,000 for Q1 2025, compared to $105,000 in Q1 2024, with an increase in operating loss and net loss projected at approximately $2.1 million for Q1 2025, compared to $1.2 million in the comparable period last year.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000155479525000088

Filing Summary: On March 7, 2025, Fresh Vine Wine, Inc. completed the acquisition of Amaze Software, Inc. through an Amended and Restated Agreement and Plan of Merger. Following this merger, Fresh Vine was renamed Amaze Holdings, Inc. The merger agreement led to Amaze Software becoming a wholly owned subsidiary of Fresh Vine. The transaction included the issuance of 750,000 shares of Series D Convertible Preferred Stock along with warrants to purchase an additional 8,750,000 shares of the common stock. This acquisition aligns with the company's strategy to enhance its offerings in the wine industry by integrating advanced e-commerce solutions provided by Amaze Software. The document discusses the implications of this acquisition, including potential benefits and risks associated with integration and market competition.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000155479525000054

Filing Summary: On March 7, 2025, Fresh Vine Wine, Inc. completed the acquisition of Amaze Software, Inc. through a merger agreement with its wholly owned subsidiary, Amaze Holdings Inc. As part of this transaction, Fresh Vine issued 750,000 shares of Series D Convertible Preferred Stock and warrants to purchase an additional 8,750,000 shares of its common stock. The merger agreement includes provisions for registering shares and limits on stockholder conversions, ensuring compliance with regulations. Additionally, Fresh Vine terminated a prior Business Combination Agreement with Adifex Holdings LLC effective immediately. A subsequent press release was issued on March 10, 2025, outlining the merger and the termination of the previous agreement.

Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000155479525000034

Filing Summary: Fresh Vine Wine, Inc. has entered into a Business Combination Agreement with Amaze Holdings Inc., through its subsidiary Pubco, aiming to engage in a series of transactions that will result in VINE becoming a wholly owned subsidiary of Pubco, with Adifex also being a subsidiary thereafter. This Business Combination was initially disclosed in a prior report in November 2024. On February 5, 2025, the company executed a Securities Purchase Agreement to sell up to $3,300,000 worth of secured original issue discount notes and common stock, with an initial closing amounting to $1,650,000 in notes and 270,833 shares. The proceeds are intended for general corporate purposes and expenses pertaining to the Business Combination. The notes issued have certain covenants limiting the actions of the company until they mature on November 5, 2025. The disclosure also includes forward-looking statements regarding the Business Combination, potential risks tied to its completion, and a caution suggesting investors consider these uncertainties. Related registration materials have been filed with the SEC, and the company plans to send out definitive proxy statement documents concerning the transaction.

Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000155479525000027

Filing Summary: On February 5, 2025, Amaze Holdings Inc., a Delaware corporation, filed a registration statement on Form S-4 with the SEC. This filing relates to a proposed business combination among Amaze Holdings Inc., VINE Merger Sub Inc., Adifex Merger Sub LLC, and Adifex Holdings LLC. The transaction will result in Fresh Vine Wine, Inc. (VINE) becoming a wholly owned subsidiary of Amaze Holdings Inc., with current VINE equity interests converting into common stock of the new public entity. This merger will facilitate the consolidation of VINE and Adifex under Pubco, marking a significant restructuring move for Fresh Vine Wine, Inc.