Amaze Holdings (AMZE) FY2025 10-K Risk Factors: 34 New, 36 Dropped

What the changes say

Amaze Holdings acquired Amaze Software in March 2025, pivoting the wine producer into an e-commerce and creator-commerce platform.

What changed since the prior 10-K

New

NewRisks Relating to our Limited Operating History, Financial Position and Need for Additional Capital
We have a limited operating history, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investment
Our March 2025 acquisition of Amaze Software makes our operating history short and our platform's future prospects difficult to evaluate.
NewRisks Relating to our Limited Operating History, Financial Position and Need for Additional Capital
We have incurred significant net losses to date, and we expect that we will continue to incur net losses for the foreseeable future. We have incurred net losses in each period since our inception, including approximately $55.2 million and $2.5 million for the years ended December 31, 2025 and 2024, respectively
We incurred net losses of approximately $55.2 million and $2.5 million for the years ended December 31, 2025 and 2024, respectively.
NewRisks Relating to our Limited Operating History, Financial Position and Need for Additional Capital
As a result of our history of losses and negative cash flows from operations, there is substantial doubt about our ability to continue as a going concern
Our history of operating losses and negative cash flows raises substantial doubt about our ability to continue as a going concern.
NewRisks Relating to our Limited Operating History, Financial Position and Need for Additional Capital
We expect to require additional capital to fund our business operations and growth, and to respond to business opportunities, challenges, or unforeseen circumstances The failure to secure additional capital could have a material adverse effect on the continued development, expansion or growth of our business
We will need to raise additional capital, which may dilute existing stockholders or impose restrictive covenants.
NewRisks Relating to our Limited Operating History, Financial Position and Need for Additional Capital
Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness
As of December 31, 2025, we had approximately $7.1 million in notes payable and other indebtedness.
NewRisks related to our company and our business
Our business depends on our relationships with suppliers, the availability of products and the terms of the agreements governing those relationships, and if we lose those relationships, our offerings to our clients would be limited and less desirable
All supplies for our clients are provided by suppliers in India, Australia, Mexico, the United States, and Europe.
NewRisks related to our company and our business
If significant tariffs or other restrictions are placed on products or materials we import, or any related counter-measures are taken by foreign countries, our revenue and results of operations may be adversely affected
Tariffs and trade restrictions, such as those on goods from China, may increase input costs and disrupt supply chains.
NewRisks related to our company and our business
Unfavorable economic conditions could have an adverse impact on consumer discretionary spending and therefore adversely impact our business, financial condition and results of operation
Unfavorable economic conditions can reduce consumer discretionary spending on our clients' products.
NewRisks related to our company and our business
A significant disruption in the operations of our suppliers’ facilities could have a material adverse effect on our business, financial condition and results of operations
Supplier facility disruptions from cybersecurity risks, weather, or military conflicts could harm our business.
NewRisks related to our company and our business
Operating e-commerce is highly competitive and we expect competition to increase in the future. We face competition from a wide range of online and offline competitors throughout the marketplace, which connects our clients to their audience to facilitate transactions
We face intense competition in the e-commerce and small business software and services market.
NewRisks related to our company and our business
Our business depends on maintaining and strengthening our brands and our clients’ brands and generating demand for their content and products and a significant reduction in such demand could harm our business, financial condition and results of operations
Negative publicity or failure to maintain our brands and our clients' brands could harm our business.
NewRisks related to our company and our business
Our success and growth depend, in part, on attracting new clients and we may not be successful in doing so
We may fail to attract new clients or expand our client base in a cost-effective manner.
NewRisks related to our company and our business
Our brand reputation may be adversely affected by the actions of our clients
NewRisks related to our company and our business
Our business depends on third-party platforms and we have limited control over factors that affect the success of our brands and our clients’ brands on such platforms
NewRisks related to our company and our business
We use AI-enabled systems, which could expose us to liability or adversely affect our business
NewRisks related to our company and our business
If we are unable to secure and protect our intellectual property in domestic and foreign markets, the value of our brands and intellectual property could decline, which could have a material adverse effect on our business, results of operations and financial condition
NewRisks related to our company and our business
Any disruption of our or our third-party service providers’ internet connections could affect the success of our SaaS solutions and harm our business
NewRisks related to our company and our business
We, and our clients, rely on third-party payment processors and are exposed to risks relating to payment processing fees, system disruptions, fraud and changes in payment regulations
NewRisks related to our company and our business
We are subject to a judgment in favor of Teespring, Inc. which will require significant capital to satisfy and in the event we are unable to satisfy such judgment it may cause material harm our business, financial condition and results of operations and your investment in the company
NewRisks related to our company and our business
Additionally, if we are unable to raise the necessary capital when needed or on acceptable terms in order to satisfy the judgment, then we may be subject to enforcement actions, including liens or garnishment, which could have a material adverse effect on our business operations and your investment in the company
NewGeneral business risks
We rely on the experience and expertise of our senior management team, key technical employees and other highly skilled personnel and the failure to retain, motivate or integrate any of these individuals could have an adverse effect on our business, financial condition, results of operations and prospects
NewGeneral business risks
We may experience operational and financial risks in connection with acquisitions
NewGeneral business risks
Goodwill impairment charges could negatively impact our net income and stockholders’ equity
NewGeneral business risks
Because less than 10% of our revenues now come from wine sales, investors should not place too much emphasis upon our wine business
NewGeneral business risks
If we fail to comply with United States and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial condition
NewGeneral business risks
Our business could be adversely affected by economic downturns, inflation, natural disasters, public health crises, political crises, geopolitical events, or other macroeconomic conditions, which have in the past and may in the future negatively impact our business and financial performance
NewGeneral business risks
We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices
NewGeneral business risks
We may be subject to legal proceedings, regulatory disputes and governmental investigations that could cause us to incur significant expenses, divert management’s attention and materially harm our business, financial condition and results of operations
NewRisks related to ownership of our common stock
The issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plan or otherwise will dilute all other stockholders
NewRisks related to ownership of our common stock
The price of our common stock has been and may in the future be volatile or may decline regardless of our operating performance, and you could lose all or part of your investment
NewRisks related to ownership of our common stock
An active trading market for our common stock may not be sustained
NewRisks related to ownership of our common stock
Our management team has limited experience managing a public company
NewRisks related to ownership of our common stock
While we retained Joel Krutz as our new Chief Financial Officer effective January 5, 2026, and we intend to address the control deficiencies in 2026, our ability to address such deficiencies is partly subject to available capital
NewRisks related to ownership of our common stock
We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock

Dropped

DroppedRisks related to the recent acquisition of Amaze Software, Inc
Combining the two companies may be more difficult, costly or time-consuming than expected, and the anticipated benefits of the acquisition of Amaze Software may not be realized
Combining Amaze Software and Fresh Vine may be difficult and anticipated benefits may not materialize.
DroppedRisks related to our company and our business
We have a limited operating history and have generated limited revenue to date
We have a limited operating history and have generated limited revenue to date.
DroppedRisks related to our company and our business
We have not generated profits from operations to date. The success and longevity of our company will depend on our ability to generate profits from future operations or obtain sufficient capital through financing transactions to meet our business obligations
We have not generated profits and our 2024 audit report included a going concern paragraph.
DroppedRisks related to our company and our business
We need to hire additional executive officers and other personnel
We need to hire additional permanent executive officers and other personnel.
DroppedRisks related to our company and our business
The success of our business depends heavily on the strength of our wine brand
Our success depends heavily on the strength of our wine brand and wine critics.
DroppedRisks related to our company and our business
an actual or perceived failure by us to promote the responsible consumption of alcohol
Failure to promote responsible consumption of alcohol or negative publicity could hurt our wine brand.
DroppedRisks related to our company and our business
If our business grows, it will place increased demands on our management, operational and production capabilities that we may not be able to adequately address. If we are unable to meet these increased demands, our business will be harmed
Growth will place increased demands on our management, operational, and production capabilities.
DroppedRisks related to our company and our business
Our advertising and promotional investments may affect our financial results but not be effective
Our advertising and promotional investments for our wine brand may not be effective.
DroppedRisks related to our company and our business
We have relied heavily on celebrities to endorse our wines and market our brand pursuant to license agreements which have been terminated
Our license agreements with celebrity endorsers Nina Dobrev and Julianne Hough have been terminated.
DroppedRisks related to our company and our business
We face significant competition with an increasing number of products and market participants that could materially and adversely affect our business, results of operations and financial results
We face significant competition in the wine industry from domestic and foreign participants.
DroppedRisks related to our company and our business
Consolidation of the distributors of our wines, as well as the consolidation of retailers, may increase competition in an already crowded space and may have a material adverse effect on our business, results of operations and financial results
Consolidation of wine distributors and retailers may increase competition.
DroppedRisks related to our company and our business
A reduction in consumer demand for wine, which may result from a variety of factors, including demographic shifts and decreases in discretionary spending, could materially and adversely affect our business, results of operations and financial results
A reduction in consumer demand for wine could adversely affect our business.
DroppedRisks related to our company and our business
increased federal, state, provincial, and foreign excise, or other taxes on beverage alcohol products and increased restrictions on beverage alcohol advertising and marketing
DroppedRisks related to our company and our business
Our marketing strategy involves continued expansion into the direct-to-consumer channel, which may present risks and challenges for which we are not adequately prepared and which could negatively affect our sales in these channels and our profitability
DroppedRisks related to our company and our business
A failure to adequately prepare for adverse events that could cause disruption to elements of our business, including the availability of bulk grapes, and the blending, inventory aging or distribution of our wines could materially and adversely affect our business, results of operations and financial results
DroppedRisks related to our company and our business
Inclement weather, drought, pests, plant diseases and other factors could reduce the amount or quality of the grapes available to produce our wines, which could materially and adversely affect our business, results of operations and financial results
DroppedRisks related to our company and our business
If we are unable to obtain adequate supplies of premium juice from third-party juice suppliers, the quantity or quality of our annual production of wine could be adversely affected, causing a negative impact on our business, results of operations and financial condition
DroppedRisks related to our company and our business
In addition to litigation that may arise from time to time in the ordinary course of business, we have been engaged in litigation with our former Chief Operating Officer
DroppedRisks related to our company and our business
The impact of U.S. and worldwide economic trends and financial market conditions could materially and adversely affect our business, liquidity, financial condition and results of operations
DroppedRisks related to our company and our business
We may not be fully insured against catastrophic perils, including catastrophic loss or inaccessibility of wineries, production facilities and/or distribution systems resulting from fire, wildfire, flood, wind events, earthquake and other perils, which may cause us to experience a material financial loss
DroppedRisks related to our company and our business
From time to time, we may become subject to litigation specifically directed at the alcoholic beverage industry, as well as litigation arising in the ordinary course of business
DroppedRisks related to our company and our business
A failure of one or more of our key IT systems, networks, processes, associated sites or service providers could have a material adverse impact on business operations, and if the failure is prolonged, our financial condition
DroppedRisks related to our company and our business
Our failure to adequately maintain and protect personal information of our customers or our employees in compliance with evolving legal requirements could have a material adverse effect on our business
DroppedRisks related to regulation
New and changing environmental requirements, and new market pressures related to climate change, could materially and adversely affect our business, results of operations and financial results
DroppedRisks related to our common stock
decreased ability to issue additional securities or obtain additional financing in the future
DroppedRisks related to our common stock
If our common stock becomes subject to the penny stock rules , it would become more difficult to trade our shares
DroppedRisks related to our common stock
We will incur significant legal, accounting, and other expenses associated with our public company reporting requirements and corporate governance requirements
DroppedRisks related to our common stock
As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting and any failure to maintain the adequacy of these internal controls may negatively impact investor confidence in our company and, as a result, the value of our common stock
DroppedRisks related to our common stock
limitations on the ability of stockholders to call special meetings and to take action by written consent
DroppedRisks related to our common stock
Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote
DroppedRisks related to our common stock
An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares
DroppedRisks related to our common stock
As a public company, we are subject to additional laws, regulations and stock exchange listing standards, which will result in additional costs to us and may strain our resources and divert our management’s attention
DroppedRisks related to our common stock
Since we have no current plans to pay regular cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it
DroppedRisks related to our common stock
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline
DroppedGeneral risks
Our operating results and share price may be volatile, and the market price of our common stock may drop below the price you pay
DroppedGeneral risks
We may require additional debt and equity capital to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances. If such capital is not available to us, our business, financial condition, and results of operations may be materially and adversely affected

Reworded

96% rewrittenRisks related to ownership of our common stock
Our failure to maintain continued compliance with the listing requirements of the NYSE American could result in the delisting of our common stock
Updated NYSE American listing requirements to detail specific share price, equity, and public stockholder targets.
Was: Our failure to maintain continued compliance with the listing requirements of the NYSE American exchange could result in the delisting of our common stock
87% rewrittenRisks related to ownership of our common stock
We are an emerging growth company and a smaller reporting company and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors
Added specific thresholds regarding when we will cease to be an emerging growth company, such as revenue exceeding $1.235 billion.
Was: We are eligible to be treated as an emerging growth company, and we cannot be certain that the reduced disclosure requirements applicable to emerging growth companies will not make our shares less attractive to investors
45% rewrittenRisks related to ownership of our common stock
Provisions of our corporate governance documents could make an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders
Added limitations on the ability of stockholders to call special meetings and take action by written consent.

All 37 risk factors

Headings as the filing states them, in filing order.

Risks Relating to our Limited Operating History, Financial Position and Need for Additional Capital

01We have a limited operating history, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investmentNew
02We have incurred significant net losses to date, and we expect that we will continue to incur net losses for the foreseeable future. We have incurred net losses in each period since our inception, including approximately $55.2 million and $2.5 million for the years ended December 31, 2025 and 2024, respectivelyNew
03As a result of our history of losses and negative cash flows from operations, there is substantial doubt about our ability to continue as a going concernNew
04We expect to require additional capital to fund our business operations and growth, and to respond to business opportunities, challenges, or unforeseen circumstances The failure to secure additional capital could have a material adverse effect on the continued development, expansion or growth of our businessNew
05Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness New

Risks related to our company and our business

06Our business depends on our relationships with suppliers, the availability of products and the terms of the agreements governing those relationships, and if we lose those relationships, our offerings to our clients would be limited and less desirableNew
07If significant tariffs or other restrictions are placed on products or materials we import, or any related counter-measures are taken by foreign countries, our revenue and results of operations may be adversely affectedNew
08Unfavorable economic conditions could have an adverse impact on consumer discretionary spending and therefore adversely impact our business, financial condition and results of operationNew
09A significant disruption in the operations of our suppliers’ facilities could have a material adverse effect on our business, financial condition and results of operationsNew
10Operating e-commerce is highly competitive and we expect competition to increase in the future. We face competition from a wide range of online and offline competitors throughout the marketplace, which connects our clients to their audience to facilitate transactionsNew
11Our business depends on maintaining and strengthening our brands and our clients’ brands and generating demand for their content and products and a significant reduction in such demand could harm our business, financial condition and results of operationsNew
12Our success and growth depend, in part, on attracting new clients and we may not be successful in doing soNew
13Our brand reputation may be adversely affected by the actions of our clientsNew
14Our business depends on third-party platforms and we have limited control over factors that affect the success of our brands and our clients’ brands on such platformsNew
15We use AI-enabled systems, which could expose us to liability or adversely affect our businessNew
16If we are unable to secure and protect our intellectual property in domestic and foreign markets, the value of our brands and intellectual property could decline, which could have a material adverse effect on our business, results of operations and financial conditionNew
17Any disruption of our or our third-party service providers’ internet connections could affect the success of our SaaS solutions and harm our businessNew
18We, and our clients, rely on third-party payment processors and are exposed to risks relating to payment processing fees, system disruptions, fraud and changes in payment regulationsNew
19We are subject to a judgment in favor of Teespring, Inc. which will require significant capital to satisfy and in the event we are unable to satisfy such judgment it may cause material harm our business, financial condition and results of operations and your investment in the companyNew
20Additionally, if we are unable to raise the necessary capital when needed or on acceptable terms in order to satisfy the judgment, then we may be subject to enforcement actions, including liens or garnishment, which could have a material adverse effect on our business operations and your investment in the companyNew

General business risks

21We rely on the experience and expertise of our senior management team, key technical employees and other highly skilled personnel and the failure to retain, motivate or integrate any of these individuals could have an adverse effect on our business, financial condition, results of operations and prospectsNew
22We may experience operational and financial risks in connection with acquisitionsNew
23Goodwill impairment charges could negatively impact our net income and stockholders’ equityNew
24Because less than 10% of our revenues now come from wine sales, investors should not place too much emphasis upon our wine businessNew
25If we fail to comply with United States and foreign laws related to privacy, data security, and data protection, it could adversely affect our operating results and financial conditionNew
26Our business could be adversely affected by economic downturns, inflation, natural disasters, public health crises, political crises, geopolitical events, or other macroeconomic conditions, which have in the past and may in the future negatively impact our business and financial performanceNew
27We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practicesNew
28We may be subject to legal proceedings, regulatory disputes and governmental investigations that could cause us to incur significant expenses, divert management’s attention and materially harm our business, financial condition and results of operationsNew

Risks related to ownership of our common stock

29The issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plan or otherwise will dilute all other stockholdersNew
30Our failure to maintain continued compliance with the listing requirements of the NYSE American could result in the delisting of our common stock96% rewritten
31The price of our common stock has been and may in the future be volatile or may decline regardless of our operating performance, and you could lose all or part of your investmentNew
32An active trading market for our common stock may not be sustainedNew
33Our management team has limited experience managing a public companyNew
34While we retained Joel Krutz as our new Chief Financial Officer effective January 5, 2026, and we intend to address the control deficiencies in 2026, our ability to address such deficiencies is partly subject to available capitalNew
35We are an emerging growth company and a smaller reporting company and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors87% rewritten
36Provisions of our corporate governance documents could make an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders45% rewritten
37We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stockNew

Other Amaze Holdings 10-Ks

FY2024 10-K risk factors
39 risks
Amaze Holdings faces going concern doubts, interim executive leadership, and reliance on its wine brand amid intense market competition.
Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.