---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-007433"
form_type: "8-K"
ticker: "AMZE"
cik: "0001880343"
company_name: "AMAZE HOLDINGS, INC."
filed_at: "2024-01-29T23:59:59+00:00"
generated_at: "2026-06-06T16:08:25.376667+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Fresh Vine Wine to merge with Notes Live; Notes Live shareholders to own ~95% of combined company

## Summary
- Pre-merger Notes Live shareholders will own ~95.1% of combined company; Fresh Vine stockholders ~4.9%.
- JW Roth, founder of Notes Live, to become Chairman & CEO of combined company.
- Fresh Vine to effect reverse stock split to meet NYSE American listing standards; combined ticker expected to be 'VENU'.
- Merger expected to close in June 2024, subject to shareholder and regulatory approvals.
- Fresh Vine must complete sale or discontinuation of its legacy wine business prior to closing.

## SEC filing metadata
- accession: 0001213900-24-007433
- form_type: 8-K
- ticker: AMZE
- cik: 0001880343
- company_name: AMAZE HOLDINGS, INC.
- filed_at: 2024-01-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1880343/000121390024007433/0001213900-24-007433-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1880343/000121390024007433/ea192360-8k425_freshvine.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-007433
- JSON: https://secwatch.observer/filing/0001213900-24-007433.json
- Plain text: https://secwatch.observer/filing/0001213900-24-007433.txt

## Key facts
- Governance Changes
  AMAZE HOLDINGS, INC.: Amendment to bylaws inserting a new Article XI to opt out of Nevada control share acquisition statutes (Sections 78.378-78.3793) with respect to the merger with Notes Live, Inc (effective 2024-01-25).
  - Change: bylaw amendment
  - Effective: 2024-01-25
  source text: Effective upon entry into the Merger Agreement on January 25, 2024, Fresh Vine’s board of directors adopted an amendment to Fresh Vine’s bylaws. The amendment inserts a new Article XI that states that the “Acquisition of Controlling Interest” statutes set forth in Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes shall not apply to any “acquisition” of a “controlling interest” (as each term is defined therein) in Fresh Vine resulting from the Merger Agreement, including without limitation the acquisition of shares of Fresh Vine capital stock issued in the Merger or the acquisition of shares of Fresh Vine capital stock pursuant to the documents, instruments and arrangements contemplated by the Merger Agreement or upon the consummation of any transactions contemplated thereby, including without limitation any deemed acquisition of Fresh Vine capital stock by parties to the Support Agreements by reason of entering into such Support Agreements, and the acquisition
  evidence_url: https://www.sec.gov/Archives/edgar/data/1880343/000121390024007433/0001213900-24-007433-index.htm
- Material Agreements
  AMAZE HOLDINGS, INC. entered into Merger Agreement with Notes Live, Inc. (effective 2024-01-25).
  - Action: entry
  - Agreement: merger
  - Counterparty: Notes Live, Inc.
  - Effective: 2024-01-25
  source text: On January 25, 2024, Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”) , FVW Merger Sub, Inc., a Colorado corporation and a wholly-owned subsidiary of Fresh Vine (“Merger Sub”), and Notes, Live, Inc., a Colorado corporation (“Notes Live”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1880343/000121390024007433/0001213900-24-007433-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.