Amaze Holdings Inc美股招股说明书(2026-03-31版)

and Prospectus Dated September 19, 2025) Up to $31,839,162 Common Stock This prospectus supplement amends and supplements the information in the prospectus supplement dated October 15, 2025, aspreviously amended and supplemented on November 21, 2025(the“ATM Prospectus Supplement”), to the accompanying prospectus,dated September 19, 2025 (the “Base Prospectus” and, collectively with the ATM Prospectus Supplement, the “Prospectus”) filed aspart of our registration statement on Form S-3 (File No. 333-289876) (the “Registration Statement”), relating to the offer, issuance andsale of shares of our common stock, par value $0.001 per share, from time to time pursuant to the terms of an at-the-market offeringagreement dated as of October 15, 2025 (the “Sales Agreement”), between us and Ladenburg Thalmann & Co. Inc. (“Ladenburg”).Through the date hereof, we have sold an aggregate of $9,430,968.92 of shares of our common stock through Ladenburg as sales agentunder the Sales Agreement. This prospectus supplement should be read in conjunction with the Prospectus, and is qualified byreference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus.This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and anyfuture amendments or supplements thereto. We are filing this prospectus supplement to amend and supplement the ATM Prospectus Supplement (and replaces the amendment andsupplement dated November 21, 2025) to increase the aggregate amount we intend to sell pursuant to the Sales Agreement. As of thedate of this prospectus supplement, we are offering an additional $31,839,162 of our common stock for sale under the SalesAgreement, which does not include $18,106,838 of shares that were originally authorized pursuant to the ATM ProspectusSupplement. Our common stock is listed on the NYSE American under the symbol “AMZE.” On March 30, 2026, the last reported sale price of ourcommon stock on the NYSE American was $0.1866 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-5 of the ATM ProspectusSupplement and in the documents that are incorporated by reference in this prospectus supplement and the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Ladenburg Thalmann The date of this prospectus supplement is March 31, 2026. DILUTION If you invest in our common stock in this offering, your ownership interest may be diluted immediately to the extent of the differencebetween the price per share of our common stock you pay in this offering, and the as adjusted net tangible book value per share of ourcommon stock immediately after giving effect to this offering. We calculate net tangible book value per share by dividing our net tangible book value, which is tangible assets less total liabilities, bythe number of outstanding shares of our common stock. Dilution as presented below represents the difference between the assumedprice per share paid by purchasers of shares of our common stock in this offering and the as adjusted net tangible book value per shareof our common stock after giving effect to this offering. Our historical net tangible book value as of December 31, 2025 wasapproximately $(19,923,175) or $(0.63) per share of our common stock. After giving effect to the sale of shares of common stock offered by the prospectus supplement in the aggregate amount ofapproximately $31,839,162 at an assumed public offering price of $0.1866 per share of common stock (which was the last reportedsale price of our common stock on the NYSE American on March 30, 2026), and after deducting the commissions and estimatedaggregate offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2025 would have beenapproximately $10,935,812, or $0.05 per share of our common stock. This represents an immediate increase in as adjusted net tangiblebook value of $0.68 per share to our existing stockholders and an immediate dilution of $0.14 per share to the new investorspurchasing shares in this offering. The following table illustrates this per share dilution: The information discussed above is illustrative only and may differ based on the actual offering price and the actual number of sharesoffered. The number of shares of our common stock to be outstanding after this offering is based on 31,470,900 shares of our common stockoutstanding as of December 31, 2025. Unless specifically stated otherwise, the number of shares of our common stock to beoutstanding as used throughout this prospectus supplement excludes: ●284,594 shares of our common stock issuable upon the con