Amaze Holdings Inc美股招股说明书(2025-09-22版)

AMAZE HOLDINGS, INC. 4,990,844 Shares of Common Stock This prospectus relates to the proposed resale from time to time by the selling stockholders named herein, together with any of suchstockholders’ transferees, pledgees, donees or successors, of up to 4,990,844 shares of our common stock, which consists of: (i)4,076,115 shares of our common stock issued upon conversion of our Series D convertible preferred stock and 380,448 shares of ourcommon stock issuable upon the exercise of warrants, which Series D convertible preferred stock and warrants were acquired from usby former stockholders of Amaze Software, Inc. pursuant to an Amended and Restated Agreement and Plan of Merger, dated as ofMarch 7, 2025; (ii) 333,041 shares of our common stock issuable upon the conversion of amended and restated convertible promissorynotes in the aggregate principal amount of $1,200,000 issued on August 11, 2025 and 75,000 shares of our common stock issuableupon exercise of a warrant; (iii) 4,076 shares of our common stock issuable upon the exercise of warrants issued pursuant to notepurchase agreements dated as of June 11, 2025; (iv) 11,777 shares of our common stock issued pursuant to a securities purchaseagreement dated February 6, 2025; and (v) 78,213 shares of our common stock issuable upon the conversion of secured convertiblepromissory notes in the outstanding principal amount of $174,500 and 32,174 shares of common stock issuable upon exercise ofwarrants, which notes and warrants were issued pursuant to a securities purchase agreement dated as of October 8, 2024. 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 stockholders. We will, however, receive the net proceeds of any warrantsexercised for cash. The selling stockholders may offer and sell or otherwise dispose of the shares of our common stock described in this prospectus fromtime to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or atprivately negotiated prices. The selling stockholders will bear all underwriting fees, commissions and discounts, if any, attributable tothe sales of shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with the registration of theshares. See “Plan of Distribution” for more information about how the selling stockholders may sell or dispose of their shares of ourcommon stock. Our common stock is listed on the NYSE American under the symbol “AMZE.” On September 19, 2025, the last reported sales priceof our common stock on the NYSE American was $3.43per share. Investing in our common stock involves a high degree of risk. See“Risk Factors”on page 4 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 September 22, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING3RISK FACTORS4SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6BUSINESS7DESCRIPTION OF CAPITAL STOCK23SELLING STOCKHOLDERS28PLAN OF DISTRIBUTION31LEGAL MATTERS34EXPERTS35WHERE YOU CAN FIND ADDITIONAL INFORMATION36INFORMATION INCORPORATED BY REFERENCE37 ABOUT THIS PROSPECTUS Neither we nor the selling stockholders have 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, results of operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is madeto the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copiesof some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to theregistration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under thesection entitled “Where You Can Find Additional Information.” This prospectus includes market data and industry forecasts that are based on independent third-party sources, including industrypublications, report