Amaze Holdings Inc美股招股说明书(2025-06-30版)

AMAZE HOLDINGS, INC. 4,854,111 Shares of Common Stock This prospectus relates to the proposed offer and sale from time to time by C/M Capital Master Fund, LP, or the selling stockholder, ofup to 4,854,111 shares of our common stock, par value $0.001 per share. The shares of common stock to which this prospectus relates consist of shares that have been or may be issued by us to the sellingstockholder pursuant to a Securities Purchase Agreement, dated as of May 6, 2025, by and between us and the selling stockholder, orthe Purchase Agreement, establishing an equity line of credit. Such shares of our common stock include (i) up to 4,794,521 shares ofcommon stock, or the Purchase Shares, that we may elect, in our sole discretion, subject to the restrictions and satisfaction of theconditions in the Purchase Agreement, to issue and sell to the selling stockholder, from time to time from and after the CommencementDate (as defined below) under the Purchase Agreement, and subject to applicable stock exchange rules (assuming the shares are sold ata price of $7.30 per share) and (ii) up to 59,590 shares of common stock, or the Commitment Shares, that may be issued to the sellingstockholder as consideration for the selling stockholder’s execution and delivery of the Purchase Agreement. The actual number of shares of our common stock issuable will vary depending on the then-current market price of shares of ourcommon stock sold to the selling stockholder under the Purchase Agreement, but will not exceed the number set forth in the precedingsentences unless we file an additional registration statement under the Securities Act of 1933, as amended, or the Securities Act, withthe Securities Exchange Commission, or the SEC, and we obtain the approval of the issuance of shares of common stock by ourstockholders in accordance with the applicable stock exchange rules. We are not selling any of our common stock pursuant to this prospectus, and we will not receive any proceeds from the sale of ourcommon stock offered by this prospectus by the selling stockholder. However, we may receive up to $35 million in aggregate grossproceeds from the sale of the shares of common stock to the selling stockholder under the Purchase Agreement. The selling stockholder may offer and sell or otherwise dispose of the shares of our common stock acquired under the PurchaseAgreement from time to time through public or private transactions at prevailing market prices, at prices related to prevailing marketprices or at privately negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares. Thetiming and amount of any sales are within the sole discretion of the selling stockholder. The selling stockholder is an underwriter underthe Securities Act with respect to the resale of the shares held by it. The selling stockholder will bear all commissions and discounts, ifany, attributable to its sale of shares of our common stock. See “Plan of Distribution.” Our common stock is listed on the NYSE American under the symbol “AMZE.” On June 27, 2025, the last reported sales price of ourcommon stock on the NYSE American was $9.54 per share. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and will be subject toreduced disclosure and public reporting requirements. See “Prospectus Summary — Implications of Being an Emerging GrowthCompany and a Smaller Reporting Company.” Investing in our common stock involves a high degree of risk. See“Risk Factors”on page 8 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is June 30, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING7RISK FACTORS8SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS44COMMITTED EQUITY FINANCING45USE OF PROCEEDS49DIVIDEND POLICY49BUSINESS50DESCRIPTION OF CAPITAL STOCK65SELLING STOCKHOLDER69PLAN OF DISTRIBUTION70LEGAL MATTERS71EXPERTS71WHERE YOU CAN FIND ADDITIONAL INFORMATION72INCORPORATION OF CERTAIN INFORMATION BY REFERENCE72 ABOUT THIS PROSPECTUS Neither we nor the selling stockholder has authorized anyone to provide you with any information other than that contained in, orincorporated by reference into, this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, anyother information that others may give you. This prospectus is an offer to sell only the shares of our common stock offered hereby, butonly under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in orincorporated by reference in this prospectus is accurate as of any date other than their respective dates. Our business, financialcondition, re