Form 8-K

8-K — AMAZE HOLDINGS, INC.

Accession: 0001493152-26-039376

Filed: 2026-08-20

Period: 2026-08-19

CIK: 0001880343

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 19, 2026

AMAZE

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-41147

87-3905007

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

150

Paularino Ave., Suite D-200, Costa Mesa, CA

92626

(Address

of principal executive offices)

(Zip

Code)

(855)

766-9463

Registrant’s

telephone number, including area code

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

AMZE

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

August 19, 2026, Amaze Holdings, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”)

with C2 Capital Group, Inc. (“C2 Capital”), pursuant to which the Company proposes to acquire 19.99% of the issued and outstanding

shares of common stock of C2 Capital for an aggregate purchase price of $3,000,000 in cash (the “Purchase Price”).

connection with the execution of the LOI, the Company is required to deliver a non-refundable deposit of $350,000 within two (2) business

days, which deposit will be credited against the Purchase Price at the initial closing; if the Transaction (as defined below) is not

consummated, C2 Capital will issue the Company 93,332 shares of its common stock at a price of $3.75 per share in consideration of the

deposit. At the initial closing, the Company will also grant C2 Capital a 120-day put option to require the Company to purchase up to

1,000,000 additional shares of C2 Capital’s common stock at $2.84 per share in two 500,000-share tranches, the first exercisable

upon the Company’s raising an aggregate of $10.0 million in gross proceeds from securities sales following the date of the LOI,

and the second upon the Company’s raising an aggregate of $14.0 million in such gross proceeds. C2 Capital’s exercise of

the put option is conditioned upon its delivery of audited financial statements for the fiscal years ended December 31, 2025 and 2024,

as well as unaudited interim financial statements for the three and six month periods ended June 30, 2026 and June 30, 2025; the applicable

purchase price will be held in escrow pending delivery of such financial statements. The LOI also provides that C2 Capital has the right

to designate one individual, and the Company shall appoint such designee, to serve

on the Company’s Board of Directors, which appointment is a condition to closing.

The

LOI is non-binding, except that certain provisions relating to exclusivity, confidentiality, expenses, the non-binding effect of the

LOI, and governing law are binding upon execution, and the transactions contemplated by the LOI (the “Transaction”) remain

subject to the negotiation and execution of a mutually acceptable definitive agreement and the satisfaction of customary closing conditions.

The

foregoing summary of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI,

a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

August 20, 2026, the Company issued a press release announcing the execution of the non-binding letter of intent described

in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on

Form 8-K and is incorporated herein by reference.

The

information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of

Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly

set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Letter of Intent, dated August 19, 2026, by and between Amaze Holdings, Inc. and C2 Capital Group, Inc.

99.1

Press Release, dated August 20, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

AMAZE

HOLDINGS, INC.

Date:

August 20, 2026

By:

/s/

Joel Krutz

Name:

Joel

Krutz

Title:

Chief

Executive Officer and Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

August

20, 2026

Amaze

Holdings Enters Letter of Intent for Strategic Investment in Live Social Creator Platform C2

Collaboration

Would Expand Discovery, Engagement and Monetization Opportunities for Creators Across Both Platforms

COSTA

MESA, Calif., August 20, 2026 (GLOBE NEWSWIRE) — Amaze Holdings, Inc. (NYSE American: AMZE) (“Amaze”), a company

focused on creator-powered commerce, today announced that it has entered into a non-binding letter of intent (the “LOI”)

to make a strategic minority investment in C2 Live Inc. (“C2”) (C2Live.co), a creator-first live social platform and subsidiary

of C2 Capital Group, Inc.

The

potential collaboration will be designed to create new opportunities for creators and audiences across both platforms, including expanded

discovery, engagement and monetization through cross-promotional initiatives spanning each company’s creator, brand and audience

ecosystems. Amaze has built more than 14 million creator storefronts over the course of its history, while C2 has approximately 1.5 million

registered users.

The

proposed strategic investment would bring together Amaze’s commerce infrastructure and creator tools with C2’s live social

ecosystem, combining complementary strengths across creator monetization, engagement, commerce and technology. The companies intend to

explore collaboration across product strategy, technology, creator initiatives and go-to-market opportunities, including integrating

Amaze’s commerce, fulfillment and shopper analytics capabilities with C2’s expertise in live social engagement, virtual economies

and gamification.

Since

launching approximately two years ago, C2 has generated more than $11 million in cumulative revenue, with revenue increasing more than

245% year-over-year in its most recent quarter. C2 has no outstanding debt and continues to expand across North America and Asia while

investing in product innovation, creator monetization and commerce. C2 competes in the global live social market with established platforms

such as TikTok LIVE and BIGO, a live social platform operated by JOYY Inc., with a differentiated focus on gamification, creator monetization

and direct audience engagement. The proposed strategic investment is expected to support continued product development, creator growth

and market expansion while strengthening C2’s position within the global live social and creator economy.

“This

investment is about giving creators more ways to turn real-time engagement into income,” said Joel Krutz, Chief Executive Officer

of Amaze. “By connecting our commerce infrastructure and creator tools to C2’s live social platform, we’re opening

new paths for discovery, engagement and monetization for creators across both ecosystems, while giving our shareholders exposure to an

engine that is already turning that engagement into rapidly growing revenue.”

“This

collaboration creates opportunities to engage with Amaze’s ecosystem of more than 14 million creator storefronts,” said Jonathan

Honig, Chairman of the Board of C2 Capital Group, Inc. “We believe this strategic alignment can generate meaningful long-term value

for both companies and their shareholders.”

“We’re

excited about the opportunity to welcome Amaze as a strategic partner and investor in C2,” said Lamont Wilcott, Chief Executive

Officer of C2. “The proposed investment would provide additional capital and strategic capabilities to help accelerate our roadmap

across gamification, storefronts and live shopping.”

Dominari

Securities, LLC, a subsidiary of Dominari Holdings Inc. (DOMH), has been, and continues to be, an advisor to C2 Capital Group, Inc. since

inception and is supportive of the deal.

Amaze

intends to provide further information regarding the proposed transaction as appropriate. Investors are encouraged to review Amaze’s

filings with the Securities and Exchange Commission at www.sec.gov.

For

investor information, please contact IR@amaze.co.

For

press inquiries, please contact PR@amaze.co.

About

Amaze

Holdings, Inc. is an end-to-end, creator-powered commerce platform offering tools for brand development, product creation, advanced e-commerce,

audience growth and scalable managed services. By helping people turn what they know, create and share into sustainable income, Amaze

enables creators to build deeper audience relationships and more flexible paths to a better life. Discover more at www.amaze.co.

About

is a creator-first live streaming platform that adds a social layer to live video by connecting creators and audiences through real-time

interaction, gamification and community. Its engagement-driven model enables creators to monetize direct audience participation through

virtual goods and interactive experiences. With a growing presence across North America and Asia, C2 is developing a broader suite of

tools and services designed to support creators in building, engaging and monetizing their audiences. C2 is operated by C2 Live Inc.,

a subsidiary of C2 Capital Group, Inc. For more information, visit C2Live.co.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E

of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements relate to the closing of the proposed transaction

with C2 and the resulting future business relationship. These statements can be identified by words such as “may,” “might,”

“should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,”

“believe,” “estimate,” “predict,” “potential” or “continue,” and are based

on our current expectations and views concerning future events and developments and their potential effects on us. Some or all of these

forward-looking statements may not occur.

Factors

that could cause actual results to differ materially include, but are not limited to: (i) the inability of the parties to negotiate and

execute a mutually acceptable Definitive Agreement; (ii) the failure to satisfy the conditions to closing of the transaction, including

Amaze’s ability to raise the necessary capital and the condition of the capital markets for smaller issuers; (iii) the incurrence

of unexpected costs, liabilities or delays relating to the transaction; (iv) the occurrence of a material adverse change in the business,

assets, or financial condition of C2 Capital; (v) the risk that the transaction may not be completed on the anticipated terms or timeline,

or at all, or that the transaction will have the anticipated results; and (vi) risks include the Risk Factors contained in our filings

with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025.

Source: Amaze Holdings, Inc.

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Aug. 19, 2026

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