Amaze Holdings Enters LOI to Buy 19.99% of C2 Capital for $3.0M

What Happened Amaze Holdings, Inc. (AMZE) filed an 8‑K on August 20, 2026 reporting that on August 19, 2026 it executed a non‑binding Letter of Intent (LOI) with C2 Capital Group, Inc. under which Amaze proposes to acquire 19.99% of C2 Capital’s common stock for an aggregate purchase price of $3,000,000 in cash. The company also issued a press release announcing the LOI.

Key Details

• Amaze must deliver a non‑refundable deposit of $350,000 within two business days; the deposit will be credited against the $3,000,000 purchase price at closing.
• If the Transaction does not close, C2 Capital will issue Amaze 93,332 shares at $3.75 per share as consideration for the deposit.
• At the initial closing Amaze will grant C2 Capital a 120‑day put option to require Amaze to buy up to 1,000,000 additional C2 shares at $2.84 per share, exercisable in two 500,000‑share tranches tied to Amaze raising $10.0M and $14.0M in gross proceeds.
• C2’s exercise of the put is conditioned on delivery of audited financials for fiscal years ended Dec 31, 2025 and 2024 and unaudited interim statements for the three‑ and six‑month periods ended June 30, 2026 and June 30, 2025; related purchase funds may be held in escrow.
• The LOI gives C2 the right to designate one director to Amaze’s board, and that appointment is a condition to closing. The LOI is non‑binding except for certain provisions (exclusivity, confidentiality, expenses, governing law); a definitive agreement and customary closing conditions are required to complete the Transaction.

Why It Matters This LOI signals a potential strategic investment by Amaze that would make it a near‑20% holder of C2 Capital and give C2 a board seat and a put option for future share sales. Key investor considerations include the $350,000 non‑refundable deposit, the contingent escrow/financial statement conditions tied to the put option, and the fact that the LOI is non‑binding—meaning the deal requires a definitive agreement and closing conditions before becoming final. Investors should watch for a definitive agreement, any equity financing by Amaze that would trigger the put tranches, and additional disclosures or filings.