UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
FILE NUMBER 001-41147
| (Check
one): |
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☒ Form
10-K ☐ Form 20-F ☐ Form 11-K ☐
Form 10-Q
☐ Form
10-D ☐ Form N-SAR ☐ Form N-CSR |
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For
Period Ended: December 31, 2025 |
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☐ Transition
Report on Form 10-K |
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☐ Transition
Report on Form 20-F |
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☐ Transition
Report on Form 11-K |
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☐ Transition
Report on Form 10-Q |
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☐ Transition
Report on Form N-SAR |
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For
the Transition Period Ended: |
| Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Amaze
Holdings, Inc.
Full
Name of Registrant
150
Paularino Avenue, Suite D-200
Address
of Principal Executive Office (Street and Number)
Costa
Mesa, CA 92626
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b) |
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
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(c) |
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period.
Amaze
Holdings, Inc. (the “Company”) is unable to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2025
(the “Form 10-K”) in a timely manner without unreasonable effort or expense, as the Company is still compiling the necessary
financial information to complete the filing due to challenges in preparing such financial information. The Company expects to file the
Form 10-K on or prior the fifteenth calendar day following the prescribed due date of the Annual Report.
Part
IV — Other Information
| 1. | Name
and telephone number of person to contact in regard to this notification |
| Joel
Krutz |
(855)
766-9463 |
| (Name) |
(Area Code) (Telephone
Number) |
| 2. | Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). |
Yes ☒ No ☐
| 3. | Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? |
Yes ☒ No ☐
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The
Company expects to report a significantly higher net loss r for the year ended December 31, 2025 as compared to December 31, 2024. We
anticipate incurring net losses of approximately $55.2 million for the year ended December 31, 2025 and incurred net losses of approximately
$2.5 million for the year ended December 31, 2024. Impairment of goodwill for the year ended December 31, 2025 will total approximately
$34 million. In addition, we expect to report net revenue for the year ended December 31, 2025 of approximately $2.0 million as compared
to approximately $300,000 for the year ended December 31, 2024. The increase in net revenue and increase in net losses was mostly attributable
to the March 7, 2025 acquisition of Amaze Software, Inc.
The
expected results of operation set forth above are subject to change subject to the completion of the Company’s audit of its financial
statements.
Amaze
Holdings, Inc.
(Name
of Registrant as Specified in Charter)
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this notification to
be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
March 31, 2026 |
By: |
/s/
Joel Krutz |
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Joel
Krutz |
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Title: |
Chief
Financial Officer |
