8-K: Amaze Holdings Secures $6M Investment from Parler

Amaze Holdings, Inc. announced a strategic partnership with Parler Cloud Technologies, including a $6 million above-market investment and convertible notes, aiming to integrate e-commerce into Parler's social media ecosystem.

Summary

• Amaze Holdings, Inc. entered into a Securities Purchase Agreement with Parler Cloud Technologies, LLC on August 7, 2025.
• Parler will purchase 1,000,000 shares of Amaze common stock at $6.00 per share, totaling $6,000,000.
• Parler also received a warrant to purchase an additional 1,000,000 shares at an exercise price of $7.50 per share, potentially raising an additional $7,500,000 upon exercise.
• The warrant has a three-year expiry and a 19.9% beneficial ownership cap unless stockholder approval is obtained.
• The investment is contingent on Parler's satisfactory due diligence review, to be completed by October 6, 2025.
• Amaze issued amended and restated convertible promissory notes on August 11, 2025.
• The Thomas Frame note's principal increased by $600,000 to $900,000 (actual loan $850,000), maturing August 11, 2026, with a conversion price of $4.00 per share.
• The Sean Giddings note's principal is $300,000 (actual loan $250,000), maturing August 11, 2026, with a conversion price of $4.00 per share.
• Both convertible notes bear a simple interest rate of 10% per annum and include piggy-back registration rights.
• A 5-year warrant was issued to Thomas Frame to purchase up to 75,000 shares at an exercise price of $8.00 per share, subject to beneficial ownership limitations.
• A strategic partnership was formed to integrate Amaze's e-commerce platform into Parler's social media properties, including PlayTV and Parler.com.

Sentiment

Score: 8

Explanation: The filing announces a significant strategic partnership and a substantial equity investment at a premium to the current share price, indicating strong market confidence and potential for future growth. While there are standard risks and some dilution aspects from convertible notes, the overall tone and substance point to a very positive development for the company.

Positives

• Secured a $6,000,000 investment from Parler Cloud Technologies at an above-market share price of $6.00.
• Potential for an additional $7,500,000 investment upon exercise of warrants by Parler.
• Established a strategic partnership with Parler, integrating Amaze's e-commerce platform into Parler's social media ecosystem (PlayTV, Parler.com).
• The partnership aims to enable creators to sell products directly through Parler's network, expanding Amaze's reach and monetization opportunities.
• Extended maturity dates for convertible promissory notes to August 11, 2026, providing financial flexibility.
• The company can prepay the convertible notes without premium or penalty.

Negatives

• The convertible promissory notes include an original issue discount, meaning the actual loan amount is less than the principal ($50,000 discount on each note).
• Parler's $6 million investment is contingent on satisfactory due diligence, which could lead to termination if Parler is dissatisfied.
• The conversion price of the convertible notes ($4.00 per share) is lower than the share price paid by Parler ($6.00) and the warrant exercise prices ($7.50, $8.00), potentially leading to dilution at a lower valuation for noteholders.
• Beneficial ownership caps (19.9% for Parler's warrant, 9.99% for Frame's warrant, 19.9% for convertible notes) require stockholder approval for issuance beyond these thresholds, which could delay or prevent full conversion/exercise.

Risks

• Ability to execute plans and strategies.
• Limited operating history and history of losses.
• Financial position and need for additional capital.
• Ability to attract and retain creator base and expand product range.
• Difficulties in managing growth and expenses.
• Failure to keep pace with technological advances.
• Undetected errors or defects in software or issues related to data computing, processing, or storage.
• Reliance on third parties to provide key services for the business, including cloud hosting, marketing platforms, payment providers, and network providers.
• Failure to maintain or enhance the brand.
• Ability to protect intellectual property.
• Significant interruptions, delays, or outages in services from the platform.
• Significant data breach or disruption of information technology systems or networks and cyberattacks.
• Risks associated with international operations.
• General economic and competitive factors affecting the business.
• Changes in laws and regulations, including those related to privacy, online liability, consumer protection, and financial services.
• Dependence on senior management and other key personnel.
• Ability to attract, retain, and motivate qualified personnel and senior management.

Future Outlook

Amaze Holdings expects the strategic partnership with Parler Cloud Technologies to integrate its e-commerce platform into Parler's social media properties by the end of the year. This integration is anticipated to unlock new opportunities for creators to build sustainable businesses and contribute significantly to value creation for clients and shareholders, aligning with the industry trend of converging social media, social commerce, and modern payment solutions.

Management Comments

• We believe that this strategic partnership and investment by Parler is proof positive of the progress Amaze has made to date as being a best-in-class solution.
• Parler's platforms are gaining traction globally, championing creators of all backgrounds, creator-first monetization and modern technology.
• Together, our companies can deliver powerful tools such as next-generation cloud services, payment services and connectivity across all social media's global needs. This unlocks new opportunities for creators to build sustainable businesses.
• This partnership aligns with a broader industry shift toward the convergence of social media, social commerce and modern payment solutions.
• Most social media platforms were built 10-20 years ago and there is a need for a modern commerce stack to keep pace with the needs of creators and fans.
• By integrating with Parler, we're giving creators a platform built on cutting-edge infrastructure, transparency and global commerce capabilities.
• We believe our platform and engine will serve as a major contributor to value creation for our clients, and ultimately all of our shareholders.

Industry Context

This announcement reflects a significant industry trend towards the convergence of social media, social commerce, and modern payment solutions, driven by the evolving needs of creators and fans. Amaze Holdings aims to position itself as a 'first-party commerce engine' within this landscape, providing a modern e-commerce stack for social platforms. The partnership with Parler, a cloud infrastructure provider with social media properties, indicates a move towards integrated digital ecosystems where content creation and direct monetization are seamlessly linked, addressing the perceived technological gap in older social media platforms.

Stakeholder Impact

• Shareholders: Potential for increased share price due to strategic partnership and above-market investment; potential dilution from future warrant exercises and convertible note conversions; increased liquidity for shares once registered for resale.
• Customers (Creators): New opportunities for monetization and building sustainable businesses through integration with Parler's social media platforms; access to cutting-edge infrastructure and global commerce capabilities.
• Employees: Potential for growth and expansion of the company, which could lead to new opportunities.

Next Steps

• Parler Cloud Technologies to complete due diligence by October 6, 2025.
• Company to file a registration statement with the SEC covering the resale of the shares and warrant shares within 60 days after the closing date of the Parler investment.
• Company to use reasonable best efforts to cause the registration statement to be declared effective and keep it continuously effective.
• Integration of Amaze's e-commerce platform into Parler's social media properties (PlayTV, Parler.com) is expected to roll out by the end of the year.

Key Dates

Recommendation

The strategic partnership with Parler Cloud Technologies, coupled with a significant equity investment at a premium to the current share price, represents a strong vote of confidence in Amaze Holdings' business model and future prospects. The integration of Amaze's e-commerce platform into Parler's social media ecosystem has the potential to significantly expand Amaze's reach and monetization capabilities within the growing creator economy. While there are standard risks associated with execution and market conditions, the immediate capital infusion and the strategic alignment suggest substantial upside potential for the stock.

Keywords

Amaze Holdings, Parler Cloud Technologies, Convertible Promissory Note, Strategic Partnership, E-commerce Platform, Creator Economy, Social Commerce, Equity Investment, Warrants, SEC Filing, AMZE, NYSE American