Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2025, on August 7, 2025, Amaze Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Original Purchase Agreement") with Parler Cloud Technologies, LLC ("Parler"). Pursuant to the Original Purchase Agreement and subject to the satisfaction of certain conditions set forth therein, Parler would purchase 1,000,000 shares (the "Shares") of common stock, par value 0.001 per share (the "Common Stock"), of the Company at $6.00 per share and a 3-year warrant (the "Warrant") to purchase 1,000,000 shares of Common Stock (the "Warrant Shares") at an exercise price of $7.50 per share, subject to adjustment.

On October 23, 2025, the Company and Parler revised the terms of the transaction contemplated by the Original Purchase Agreement by entering into an Amended and Restated Securities Purchase Agreement (the "A&R Purchase Agreement"). Under the A&R Purchase Agreement, Parler has agreed to purchase the same number of Shares and Warrants in three tranches for an aggregate purchase price of $4,000,000. Parler will pay the aggregate purchase price as follows: (i) $2,000,000 in the form of 400 shares of Parler's Series A Preferred Stock priced at $5,000 per share, in exchange for 500,000 Shares and 500,000 Warrants ("Tranche 1"); (ii) $1,000,000 in cash for 250,000 Shares and 250,000 Warrants ("Tranche 2"); and (iii) $1,000,000 in cash for 250,000 Shares and 250,000 Warrants ("Tranche 3"). The Company has the option to receive shares of Parler's Series A Preferred Stock instead of cash for Tranche 2 and Tranche 3. Subject to the terms and conditions of the A&R Purchase Agreement, the closing of Tranche 1 and Tranche 2 will occur on or before November 30, 2025 and the closing of Tranche 3 will occur on or before December 31, 2025.

The A&R Purchase Agreement includes customary representations and warranties from the Company and Parler, customary closing conditions, as well as customary covenants and agreements related to transfer restrictions, material non-public information and short sale prohibitions.

The foregoing description of the A&R Purchase Agreement is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1, and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated herein by reference. The securities described herein were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering.