AMAZE HOLDINGS, INC. (AMZE): M&A transaction — Fresh Vine Wine completes acquisition of Amaze Software for $75M equity exchange

AMAZE HOLDINGS, INC.

Fresh Vine issued 750,000 Series D Preferred shares (stated value $100 each) and warrants for 8.75M common shares at $0.80 per share.
Terminated prior Business Combination Agreement with Adifex; no termination fees payable.
Aaron Day, CEO of Amaze, appointed to Fresh Vine board; board expands from 4 to 5 directors.
Amaze supports over 14 million creators; combined company aims to offer creator-driven wine and spirits.
Audited financials of Amaze for 2023 and 2022 filed; 2024 financials to be filed by amendment within 71 days.

item 1.01 item 1.02 item 2.01 item 3.02 item 5.02 item 5.03 item 7.01 item 9.01

Executive movements

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Appointed

Aaron Day

Director

AMZE · AMAZE HOLDINGS, INC.

Effective: 2025-03-07
Filed: March 10, 2025, 7:59 PM ET

Effective March 7, 2025, pursuant to the Merger Agreement, Fresh Vine’s board of directors expanded the size of the board from 4 to 5 directors and filled the newly created vacancy by appointing Aaron Day, the Chief Executive Officer of Amaze, to serve on the board.

Key facts

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Executive change SEC 8-K Item 5.02 confidence 0.95

Aaron Day was appointed as Director at AMAZE HOLDINGS, INC..

Action: appointed
Role: Director

Exact text from the filing

Effective March 7, 2025, pursuant to the Merger Agreement, Fresh Vine’s board of directors expanded the size of the board from 4 to 5 directors and filled the newly created vacancy by appointing Aaron Day, the Chief Executive Officer of Amaze, to serve on the board.

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

AMAZE HOLDINGS, INC.: Adopted an amendment to Fresh Vine's bylaws inserting a new Article XI to exempt acquisitions of controlling interest under the Merger Agreement from Nevada control-share statutes.

Change: bylaw amendment

Exact text from the filing

Effective upon entry into the Merger Agreement, 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.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

AMAZE HOLDINGS, INC. completed an acquisition involving Amaze Software, Inc. for 750,000 shares of Fresh Vine’s Series D Convertible Preferred Stock, par value $0.001 per share, plus warrants to purchase an aggregate of 8,750,000 shares of F (closed 2025-03-07).

Action: acquisition
Counterparty: Amaze Software, Inc.
Consideration: 750,000 shares of Fresh Vine’s Series D Convertible Preferred Stock, par value $0.001 per share, plus warrants to purchase an aggregate of 8,750,000 shares of F
Closing: 2025-03-07

Exact text from the filing

holly owned subsidiary of Fresh Vine (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze”), the stockholders of Amaze listed on Schedule I thereto (each, a “Holder” and together the “Holders”), and Aaron

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89 governance changes filed in the last 30 days. Browse all governance changes →

AMAZE HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001554795-25-000054

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