Executive Summary / Key Takeaways

• Strategic Transformation: Amaze Holdings (AMZE) has undergone a profound strategic pivot, transforming from a niche wine producer into a creator-powered commerce platform following the acquisition of Amaze Software in March 2025.
• High-Growth E-commerce Engine: The E-commerce/Subscriptions segment, now the company's core, delivered a remarkable 1134% year-over-year revenue increase in Q2 2025, driven by an asset-light model, proprietary data control, and strategic partnerships.
• Technological Differentiation: Amaze's platform offers end-to-end solutions for product creation, e-commerce, and digital content, with initiatives like "Digital Fits" and a crypto payment strategy aiming to unlock new monetization avenues and expand global reach.
• Significant Liquidity Challenges: Despite recent financing efforts and projected cash runway into 2026, the company faces substantial doubt about its ability to continue as a going concern, marked by an accumulated deficit and working capital deficit.
• Competitive Dynamics & Execution Risk: While Amaze holds a niche advantage in creator-focused commerce and low-carb wines, it contends with larger, better-resourced competitors and must successfully execute its ambitious growth strategy amidst ongoing litigation and internal control weaknesses.

The Genesis of Amaze: From Vine to Digital Frontier

Amaze Holdings, Inc., originally known as Fresh Vine Wine, Inc., began its journey in 2019 as a Nevada corporation focused on producing low-carb, low-calorie premium wines. The company aimed to capture market share across the United States and Puerto Rico through wholesale and direct-to-consumer channels. However, this early chapter was characterized by significant net losses, culminating in an accumulated deficit of $36.50 million by mid-2025. The company also faced early challenges, including a NYSE American notice in September 2023 regarding non-compliance with stockholders' equity requirements, though it later regained compliance in March 2025.

A pivotal moment arrived in March 2025 with the acquisition of Amaze Software, Inc., an end-to-end, creator-powered commerce platform. This strategic pivot fundamentally reshaped the company's identity, leading to its renaming as Amaze Holdings, Inc. The move signaled a decisive shift towards a platform-based digital commerce business, aiming to empower creators and brands to monetize through direct audience engagement within the rapidly expanding creator economy, a segment of the e-commerce industry valued at $480 billion. This transformation positions Amaze within a dynamic market driven by increasing demand for personalized digital experiences and just-in-time manufacturing solutions.

Amaze's Technological Edge: Fueling the Creator Economy

Amaze's core differentiated technology lies in its comprehensive, creator-focused commerce platform. This end-to-end solution provides tools for seamless product creation, advanced e-commerce capabilities, and scalable managed services, catering to a diverse range of creators from independent digital entrepreneurs to small businesses. The platform's operational model is notably asset-light, leveraging third-party resources for custom and on-demand production, as well as a geographically diverse network of suppliers. This approach offers tangible benefits by mitigating risks associated with excess inventory, reducing product delays, and enhancing overall availability and flexibility, which is particularly crucial in meeting the growing demand for local, just-in-time manufacturing.

A key differentiator for Amaze is its centralized control and ownership of all fan interactions and data within its ecosystem. This strategic advantage provides granular insights into fan purchasing patterns, interests, and activity across the network. Such data is instrumental for building long-term brand success, enabling the company to design highly effective data-driven marketing strategies and personalized campaigns that drive re-engagement and retention. With creators already operating in over 100 countries, Amaze is actively pursuing distribution expansion by integrating in-country supply from new suppliers. This initiative aims to lower shipping costs, reduce delivery times, and better address local cultural nuances and trending needs.

The company is also investing in significant R&D and new technological developments to further solidify its market position. Amaze Digital Fits, currently in beta testing, is a web-based tool designed to empower Roblox creators to design avatar fashion without requiring 3D experience. This initiative aims to tap into the powerful intersection of commerce, creativity, and technology in the digital merchandise space. Furthermore, Amaze launched a major cryptocurrency initiative in July 2025, targeting stablecoin integration, digital asset treasury solutions, and next-gen monetization to modernize global payments and enhance financial flexibility. Strategic partnerships with companies like VisitIQ, Adobe (ADBE) Express, and Picsart further extend Amaze's technological reach. The VisitIQ collaboration provides real-time fan insights and AI-powered segmentation, while the Adobe Express and Picsart partnerships integrate Amaze's commerce platform directly into creative ecosystems, streamlining the design-to-product journey for creators. These technological advancements and strategic alliances are designed to create a robust competitive moat, driving platform stickiness, diversifying monetization streams, and enabling efficient global scaling, all contributing to an improved margin profile through high-margin digital and physical sales.

Competitive Arena: A Niche Player Among Giants

Amaze Holdings operates within two distinct, highly competitive markets: the niche low-carb wine segment and the broader, rapidly expanding e-commerce/creator platform space. In the creator economy, Amaze faces intense competition from a wide array of online and offline retailers, other marketplaces, social commerce channels, and companies offering software and services to small businesses. Many of these competitors, particularly larger platforms, boast longer operating histories, greater resources, superior brand recognition, and larger customer bases. They often offer competitive advantages such as lower fees, faster shipping times, and more favorable return policies, which can be challenging for Amaze to match. Large, widely adopted platforms also pose a threat of disintermediation, leveraging their extensive user data and control over complementary services like fulfillment and advertising.

Despite these formidable rivals, Amaze carves out its competitive edge through agility in niche innovation, such as its Digital Fits program, and a targeted branding approach that resonates with specific creator communities. Its direct-to-consumer engagement model and proprietary data ownership offer a qualitative advantage in fostering deep customer loyalty and enabling personalized marketing. In the wine segment, Amaze's Fresh Vine brand competes against a fragmented but intensely competitive landscape dominated by large suppliers like Constellation Brands (STZ) and Diageo (DEO). These industry giants possess significantly more robust financial, technical, marketing, and distribution resources. Consolidation among distributors and retailers further intensifies competition, potentially reducing attention and resources allocated to smaller brands like Fresh Vine.

Comparing Amaze to a major beverage competitor like Constellation Brands, Amaze's TTM Gross Profit Margin of 88.61% significantly surpasses Constellation's 52%. However, Amaze's TTM Operating Profit Margin of -683.87% and Net Profit Margin of -717.62% starkly contrast with Constellation's positive operating and net profit margins (3% and -0.80% respectively, as of 2025-02-28). This highlights Amaze's current struggle with high operating expenses relative to its revenue base, a common challenge for high-growth, early-stage companies investing heavily in expansion. Amaze's Current Ratio of 0.05 also pales in comparison to Constellation's 0.92, indicating significantly tighter short-term liquidity. Similarly, against Diageo, which boasts a TTM Gross Profit Margin of 60% and an Operating Profit Margin of 21% (as of 2025-06-30), Amaze's profitability metrics reveal the scale of its operational challenges.

Amaze's reliance on third-party service providers for cloud hosting (Amazon (AMZN) Web Services (AWS)), marketing, payments, and shipping, as well as its dependence on external platforms for user access, introduces vulnerabilities to disruptions and cost increases. However, the company's asset-light model and global supplier network are strategic responses aimed at mitigating some supply chain risks. Its numerous partnerships, including those with Adobe, Picsart, and Parler Cloud Technologies, are crucial for expanding its reach and capabilities, allowing it to compete more effectively by leveraging external ecosystems rather than building everything in-house.

Financial Performance: A Transformative Shift

The second quarter of 2025 marked a dramatic financial inflection point for Amaze Holdings, largely driven by the integration of Amaze Software. Total net revenue for the three months ended June 30, 2025, surged to $869,884, an extraordinary 1134% increase from $70,484 in the same period last year. This growth was almost entirely attributable to the newly acquired E-commerce/Subscriptions segment, which generated $823,913 in revenue and $787,739 in gross income for the quarter. In contrast, the legacy Wine Products segment saw its revenue decline to $45,971 from $70,484 year-over-year. Despite the revenue decline, the wine segment's gross income improved from a loss of ($43,676) to a small profit of $227, indicating some operational efficiency gains or better pricing relative to its reduced sales volume.

The acquisition also transformed the company's profitability at the gross level, shifting from a consolidated gross loss of ($43,676) in Q2 2024 to a substantial gross income of $787,512 in Q2 2025. This improved margin profile is a direct result of the Amaze platform's operating leverage, which enables high-margin digital and physical sales with lower incremental costs compared to traditional wholesale models. However, this growth came with a significant increase in operating expenses. Selling, General, and Administrative (SGA) expenses rose to $4.88 million in Q2 2025 from $834,267 in Q2 2024, primarily reflecting higher operating costs associated with the creator-focused business model, including personnel, legal and professional services related to the acquisition, and marketing to support platform growth. Consequently, the operating loss widened to $4.29 million in Q2 2025 from $879,569 in Q2 2024.

The company's net loss for Q2 2025 was approximately $5.10 million, or $3.14 per share, compared to a net loss of $0.90 million, or $1.30 per share, in Q2 2024.

This expanded loss also reflects a significant increase in interest expense, totaling approximately $684,000 for the quarter, largely tied to new financing instruments. Cash flow from operating activities for the six months ended June 30, 2025, showed a usage of $3.90 million, an increase from $946,562 in the prior year, primarily due to the acquisition's impact on deferred revenue, accrued expenses, prepaids, and professional fees. Financing activities, however, provided $4.37 million in cash for the six-month period, driven by proceeds from notes payable, convertible debt, financing arrangements, and the issuance of Series C Preferred Stock.

Liquidity, Outlook, and Risks: A Path Forward with Caution

Amaze Holdings faces significant liquidity challenges despite its recent strategic pivot and revenue growth. As of June 30, 2025, the company reported an accumulated deficit of approximately $36.4 million and a working capital deficit of $27.0 million. This financial position, coupled with a history of losses and negative cash flows from operations, raises substantial doubt about its ability to continue as a going concern. Management acknowledges the need for additional debt or equity financing to sustain existing operations, noting that such financing could be dilutive or come with burdensome terms. While recent financing activities, including an equity line of credit and convertible notes, are projected to fund current operations into 2026, further capital may be required thereafter.

The company's outlook for the remainder of 2025 is optimistic regarding top-line growth, with expectations for sequential revenue increases building on the Q2 baseline. Management anticipates net revenue to peak during the October-December quarter, driven by increased consumer demand around major holidays in the marketplace channel. Selling, General, and Administrative expenses are also expected to normalize in the third quarter as post-acquisition integration stabilizes. However, several risks could impede this positive trajectory. The ongoing lawsuit with former COO Timothy Michaels, which resulted in a judgment of $622,839 not covered by insurance, poses a material financial and operational distraction, with garnishment proceedings and a motion for a limited receiver currently pending.

Furthermore, Amaze has identified material weaknesses in its internal control over financial reporting, stemming from a lack of segregation of duties and insufficient controls over various accounting functions. While a remediation plan is in progress, failure to address these weaknesses could impact financial reporting accuracy and investor confidence. The company's heavy reliance on external technology providers like Amazon Web Services (AWS) and various third-party services for its operations, coupled with its dependence on widely adopted social and mobile platforms, exposes it to significant operational and cybersecurity risks. Evolving regulatory landscapes concerning data privacy, e-commerce, and platform liability also present complex compliance challenges and potential for substantial fines. The goodwill recognized from the Amaze Software acquisition also carries an impairment risk, sensitive to macroeconomic and market conditions. Finally, the company's ability to retain key personnel and manage potential dilution from future equity issuances remains critical for its long-term success.

Conclusion

Amaze Holdings is at a critical juncture, having undergone a transformative pivot from a struggling wine business to an ambitious, creator-powered commerce platform. The dramatic revenue growth in its E-commerce/Subscriptions segment post-acquisition, driven by a differentiated asset-light technology model and strategic partnerships, underscores the potential of its new direction. The company's focus on proprietary data control, digital merchandise innovation, and global expansion through localized supply chains positions it to capitalize on the burgeoning creator economy. This technological leadership and strategic agility are central to its investment thesis, offering a path to higher-margin growth and a stronger competitive moat against larger, more diversified rivals.

However, the path forward is fraught with significant financial and operational hurdles. The substantial accumulated deficit, working capital deficit, and explicit "going concern" doubt highlight the urgent need for continued, successful capital raises. Ongoing litigation and identified material weaknesses in internal controls demand focused management attention and effective remediation. For investors, Amaze represents a high-risk, high-reward proposition. The core investment thesis hinges on the company's ability to execute its ambitious creator-powered commerce strategy, effectively manage its liquidity, and successfully integrate and scale its technological advantages to translate top-line growth into sustainable profitability and positive cash flow amidst a fiercely competitive landscape.