Fresh Vine Wine signs definitive merger with Amaze Software parent to form creator commerce platform

AMAZE HOLDINGS, INC.

Fresh Vine Wine entered definitive Business Combination Agreement with Adifex Holdings (parent of Amaze Software). Amaze CEO Aaron Day to become CEO of combined entity.
Structure: VINE Merger Sub merges into VINE, Adifex Merger Sub merges into Adifex; Pubco becomes parent. VINE stockholders get Pubco stock.
Closing conditions include VINE stockholder approval, SEC S-4 effectiveness, up to $10M capital raise, Adifex acquisition of Amaze, and lock-up agreements.
VINE issued $3.5M promissory note to Amaze at 6% (12% if deal fails). Prior $3.5M Adifex note cancelled with no borrowings outstanding.
VINE board amended bylaws to exempt the merger from Nevada control share acquisition statutes.

item 1.01 item 1.02 item 5.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

AMAZE HOLDINGS, INC.: Adopted an amendment to VINE's bylaws inserting a new Article XI to exempt acquisitions under the Business Combination Agreement from Nevada's 'Acquisition of Controlling Interest' statutes.

Change: bylaw amendment

Exact text from the filing

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 VINE resulting from the Business Combination Agreement.

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AMAZE HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001554795-24-000272

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