AMAZE HOLDINGS, INC. 8-K

What Happened Amaze Holdings, Inc. (AMZE) filed a Form 8-K on December 23, 2025, announcing it has terminated the Amended and Restated Securities Purchase Agreement with Parler Technologies, Inc. The agreement, entered October 23, 2025 (previously reported in an 8-K on October 27, 2025), contemplated Parler buying 1,000,000 shares and 1,000,000 three‑year warrants for an aggregate $4,000,000. Amaze terminated the agreement under Section 5.1(ii) after Parler failed to timely close the first two tranches and informed Amaze it could not close on the agreed terms.

Key Details

• Total contemplated deal: $4,000,000 for 1,000,000 shares and 1,000,000 three‑year warrants, in three tranches.
• Tranche structure:
  • Tranche 1: $2,000,000 via 400 shares of Parler Series A Preferred (priced $5,000/share) in exchange for 500,000 Amaze shares and 500,000 warrants.
  • Tranche 2: $1,000,000 cash for 250,000 shares and 250,000 warrants.
  • Tranche 3: $1,000,000 cash for 250,000 shares and 250,000 warrants.
• Timing: Closings for Tranches 1 and 2 were due on or before November 30, 2025 (did not occur); Tranche 3 was due on or before December 31, 2025. Amaze sent termination notice on December 23, 2025.
• No early termination penalties were incurred by Amaze.

Why It Matters This termination means the expected $4.0M capital infusion from Parler will not occur under the previously agreed terms, and the planned issuance of up to 1,000,000 Amaze shares (and warrants) will not proceed as structured. For investors, that affects anticipated funding and prevents the dilution those share issuances would have caused, but it also removes a source of near‑term cash that management may have planned to use. The filing is factual and does not indicate any replacement financing or revised deal terms.