Amaze Holdings Inc 美股招股说明书（2026年2月11日版）

5,524,316 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 5,524,316 shares of our common stock issuable upon the conversionof senior secured original issue discount convertible promissory notes (the “Convertible Notes”) in the outstanding principal amount of 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. 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 the Our common stock is listed on the NYSE American under the symbol “AMZE.” On September 30, 2025, the last reported sales priceof our common stock on the NYSE American was $2.37 per 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 February 9, 2026 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 or 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 the This prospectus includes market data and industry forecasts that are based on independent third-party sources, including industrypublications, reports by market research firms, and surveys, as well as other information based on management’s estimates andcalculations. While we believe the industry and market data included in this prospectus are reliable and are based on reasonableassumptions, these data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. This prospectus contains trademarks, service marks and trade names of Amaze and Fresh Vine, including their respective names andlogos. Other trademarks, service marks and trade names referred to in this prospectus are the property of their respective owners. Unless the context indicates otherwise, as used in this prospectus, the terms “Company,” “Amaze,” “we,” “us,” and “our” refer toAmaze Holdings, Inc. and its subsidiaries. PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus or incorporated by reference into this prospectus anddoes not contain all of the information that should be considered in making your investment decision. You should carefully read theentire prospectus, including the risks of investing in our common stock discussed under the heading “Risk Factors” contained herein Our Company Our business is currently organized in two reporting segments: E-commerce/Subscriptions and Wine Products. The E-Commerce/Subscriptions segment operates a creator-focused, end-to-end commerce platform designed to streamline productsales, subscription offerings, and digital content delivery. Our tools support a diverse range of creators—from independent digital We operate on an asset-light model, leveraging third-party resources, including custom and on-demand production facilities. Thisoperational approach mitigates many risks associated with launching new brands, such as excess inventory and delays in productavailability. By sourcing products from a network of geographically diverse suppliers, we reduce reliance on any single vendor and The Wine Product’s segment includes the sale of “Fresh Vine” wines across the United States and Puerto Rico through wholesale anddirect-to-consu