Fresh Vine enters LOI for $140M stock merger with Adifex/Amaze; also raises $1.2M

AMAZE HOLDINGS, INC.

LOI to acquire Adifex/Amaze for $140M in stock at $0.80/share; current VINE holders get ~14% of combined co.
Non-binding; completion subject to due diligence, definitive agreement, board & shareholder approvals.
Raised $500K net via $600K convertible notes (20% OID) and $698K via Series B Preferred at $100/share.
Notes due Apr 2025, convertible at $0.40; warrants for 740K shares at $0.40, 5-yr term.
Lent Adifex up to $3.5M at 6% interest, secured by Adifex assets; rate jumps to 12% if merger fails.

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