AMAZE HOLDINGS, INC. Debt Disclosure
11. DEBT
Set forth below is a summary of the Company’s outstanding debt obligations as of:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| 2024 convertible notes | $ | $ | 600,000 | |||||
| August 2025 convertible notes | 1,141,070 | |||||||
| September 2025 convertible notes | 3,018,457 | |||||||
| FoodChannel convertible notes | 650,000 | |||||||
| Less: discount on convertible notes | (55608 | ) | (167,895 | ) | ||||
| Total convertible notes, net of discount | 4,753,919 | 432,105 | ||||||
| 2023 bridge notes | 1,345,634 | |||||||
| Blue Hawk, LLC promissory notes | 950,000 | |||||||
| 2025 notes payable | 120,000 | |||||||
| Less: discount on notes | (44,727 | ) | ||||||
| Total notes payable, net of discount | 2,370,907 | |||||||
| Total | $ | 7,124,826 | $ | 432,105 | ||||
2024 Convertible notes
In October 2024, the Company entered into securities purchase agreements with two accredited investors, pursuant to which the Company agreed to sell up to an aggregate principal amount of $600,000 of secured convertible promissory notes (the “2024 Convertible Notes”) and 5-year warrants to purchase up to shares of common stock at an exercise price of $ per share, reflecting the impact of the Company’s 1-for-23 reverse stock split effected on June 12, 2025.
The 2024 Convertible Notes were issued with a 20% original issuance discount, resulting in gross proceeds of $500,000 to the Company. The notes bear no interest unless an event of default occurs, and matured on April 8, 2025. They are secured by a first priority lien on all assets of the Company.
On April 8, 2025, the Company transferred shares of Class D common stock of its equity investment in Venu Holdings Corporation to the investors. The fair market value of $425,000 was applied as a partial repayment against the outstanding principal balance of the notes. As of December 31, 2025, the notes were paid in full.
The Company reviewed the warrants in connection with the securities purchase agreements under ASC 815 and concluded that the warrants are not in scope of ASC 480 and are not subject to the derivative guidance under ASC 815. Accordingly, the warrants were equity classified. As such the principal value of the 2024 Convertible Notes was allocated using the relative fair value basis of all instruments. As the warrants were issued with another instrument the purchase price was allocated using the relative fair value method (i.e., warrants at its fair value and the 2024 Convertible Notes at its principal value allocated using the relative fair value of the proceeds received and applied proportionally to the equity classified warrants and 2024 Convertible Notes).
11. DEBT (continued)
2025 Convertible notes
In May 2025, the Company entered into four convertible promissory notes (the “2025 Convertible Notes”) with unaffiliated accredited investors, pursuant to which the Company received an aggregate of $200,000 in gross proceeds. Each note was issued with a 20% original issue discount, resulting in a face value of $60,000 per note and a purchase price of $50,000 per note. The notes matured three months from issuance, with maturity dates of August 2, 2025 and August 23, 2025, respectively.
In June 2025, the Company entered into a convertible promissory note (the “2025 Convertible Notes”) with unaffiliated accredited investors, pursuant to which the Company received an aggregate of $25,000 in gross proceeds. The note was issued with a 20% original issue discount, resulting in a face value of $30,000 and a purchase price of $25,000. The notes matured three months from issuance, with a maturity on September 10, 2025.
The 2025 Convertible Notes are convertible at the option of the holders into shares of the Company’s common stock at a fixed conversion price of $11.50 per share, subject to adjustment for dilutive issuances and recapitalizations. Conversion is permitted following the later of (i) 90 days from issuance and (ii) the date on which the Company receives requisite shareholder and NYSE American approval for the issuance of conversion shares.
Each note includes a default interest of 12%, which is deferred and applied retroactively if the notes are not repaid by maturity. As of December 31, 2025 the notes were paid in full.
In connection with each note, the Company also issued five-year warrants to purchase shares of common stock at an exercise price of $11.50 per share, exercisable for cash only and callable if the stock trades at $ for 20 consecutive trading days.
2025 Notes Payable
In May and June 2025, the Company entered into multiple secured and subordinated promissory notes with unaffiliated accredited investors, resulting in aggregate gross proceeds of $1,250,000 and total principal obligations of $1,487,000, reflecting original issue discounts ranging from 13.04% to 20%.
In July 2025, the Company entered into a subordinated secured promissory note with an unaffiliated accredited investor, resulting in gross proceeds of $100,000 and a total principal obligation of $120,000, reflecting original issue discount of $20,000.
Multiple secured and subordinated promissory notes were either exchanged or amended and restated to convertible debt in August and September 2025. See “August 2025 Convertible Notes” and “September 2025 Convertible Notes” below.
Key terms of the remaining note is summarized as follows:
| Issuance Date | Principal Amount | Loan Proceeds | OID | Interest Rate | Maturity Date | |||||||||||||
| July 1, 2025 | $ | 120,000 | $ | 100,000 | $ | 20,000 | 10 | % | Jan 1, 2026 | |||||||||
All notes are secured by the assets of the Company and are subordinated to existing senior secured indebtedness. The notes are non-convertible, carry no prepayment penalties, and include customary events of default provisions, including non-payment, bankruptcy, and breach of covenants. Upon default, interest rates may increase retroactively to 18% per annum.
2025 OID Notes
In February 2025, the Company entered into a securities purchase agreement with three accredited investors, pursuant to which the Company agreed to sell up to an aggregate principal amount of $3,300,000 of Secured Original Issue Discount Promissory Notes (the “2025 OID Notes”) with original issuance discount of 10%. At the initial closing, the Company sold $1,650,000 aggregate principal amount of 2025 OID Notes, resulting in gross proceeds of $1,500,000. In April 2025, the Company sold $1,100,000 aggregate principal amount of 2025 OID Notes, resulting in gross proceeds of $1,000,000. The 2025 OID Notes bear no interest unless an event of default occurs and mature on November 6, 2025. The 2025 OID Notes are secured by certain accounts of the Company pursuant to a pledge agreement that was entered into in connection with the issuance of the 2025 OID. These notes were exchanged for convertible notes in September 2025. See “September 2025 Convertible Notes”.
11. DEBT (continued)
August 2025 Convertible Notes
On May 28, 2025, the Company issued two Subordinated Secured Promissory Notes to individual investors, each with a stated principal amount of $300,000, including a $50,000 original issue discount (OID) and $250,000 of funded cash proceeds (the “Original Notes”). The Original Notes accrued 10% simple annual interest, with no compounding, and were to mature on November 28, 2025. The Original Notes were secured by the Company’s assets but were contractually subordinated to other senior secured indebtedness, including obligations under a May 5, 2025 Business Loan and Security Agreement. The Company retained the right to prepay without penalty, and a default occurred upon nonpayment, insolvency, or bankruptcy, at which point the entire unpaid balance became immediately due and payable.
On August 11, 2025, the Company and the investors entered into Amended and Restated Convertible Promissory Notes (“A&R Notes”), which amended, restated, and modified the Original Notes without constituting a novation. The amendments extended the maturity date to August 11, 2026, maintained the 10% simple interest rate, and introduced a conversion feature allowing each holder to convert all outstanding principal and accrued interest into shares of Amaze common stock at a fixed conversion price of $4.00 per share. The notes required ten days’ written notice for conversion, prohibited fractional shares (rounded up), and capped total issuable shares to % of the Company’s outstanding common stock as of August 11, 2025, unless shareholder approval was obtained in accordance with NYSE American rules. Under both A&R Notes, the Company could prepay principal and interest at any time with ten days’ notice and without penalty. Standard events of default included failure to pay within five business days after notice, breach of covenants not cured within thirty days, or commencement of insolvency proceedings, each of which would render the note immediately due and payable.
In accordance with ASC 470-50-40-2, the Company treated the Original Notes as extinguished and recognized a $168,646 loss on debt extinguishment in other income (expense) on the consolidated statement of operations for the year ended September 30, 2025 determined by the sum of the fair value of the A&R Notes in excess of the carrying value of the Original Notes. The Company determined the valuation of the A&R Notes in the amount of $1,200,000 utilizing a Monte Carlo simulation model as of the date the A&R Notes were issued utilizing a $ share price and considering various probability outcomes at various measurement dates.
In connection with the amendment, one of the investors agreed to lend an additional $, increasing their total principal to $900,000 (with $850,000 cash funded and $50,000 OID) (the “Second A&R Note). As additional consideration, the Company issued a detachable warrant to the investor to purchase 75,000 shares of common stock at an $8.00 per share exercise price (the “Warrant”), exercisable at any time from the issuance date through the Warrant’s expiration, subject to (i) a 9.99% beneficial ownership blocker and (ii) a % exchange cap consistent with the NYSE American shareholder approval limitations.
Due to a certain embedded redemption feature upon an event of default within one of the A&R Notes that was required to bifurcated (the “FVO A&R Note”) the Company elected to account for the FVO A&R Note and all embedded features at fair value at inception. Subsequent changes in fair value are recorded as a component of non-operating income (loss) in the consolidated statements of operations. As a result of electing the fair value option, $50,000 of OID related to the issuance of the FVO A&R Note was expensed immediately.
For the year ended December 31, 2025 the Company recorded $58,930 related to the change in fair value of the FVO A&R Note and interest expense, which was recognized in other income (expense) in the consolidated statements of operations.
The following table presents the change in fair value of the FVO A&R Note for the periods identified, as a level 3 financial instrument:
| Balance, January 1, 2025 | $ | |||
| FVO A&R Note issued | 300,000 | |||
| Change in fair value | (58,930 | ) | ||
| Balance, December 31, 2025 – FVO A&R Note | $ | 241,070 |
Upon issuance of the Second A&R Note, the Company capitalized $50,000 of OID as debt discount which is amortized over the life of the Second A&R Note.
Interest expense on the Second A&R Note totaled $53,851 for the years ended December 31, 2025, comprised of $18,591 for the amortization of debt discount and $35,260 for coupon interest.
11. DEBT (continued)
The following table presents the Second A&R Note as of December 31, 2025:
| Second A&R Note principal | $ | 900,000 | ||
| Debt discount (OID) | (31,409 | ) | ||
| Carrying value of A&R Notes | 868,591 | |||
| Plus: accrued interest | 41,510 | |||
| Total A&R Notes and accrued interest | $ | 910,101 |
September 2025 Convertible Notes
On September 11, 2025, the Company entered into a securities purchase agreement (the “September 2025 Purchase Agreement”) with certain holders of its secured original issue discount notes (the “Prior Notes”). Under the terms of the September 2025 Purchase Agreement, the investors agreed to purchase approximately $4,143,235 in aggregate principal amount of senior secured original issue discount convertible promissory notes (the “New Convertible Notes”) for a total consideration of $4,043,234 by (i) exchanging with the Company approximately $3,043,234 of aggregate outstanding principal amount, plus accrued interest, of Prior Notes held by them and (ii) paying $1,000,000 in cash to the Company.
In accordance with ASC 470-50-40-2, the Company treated the Prior Notes as extinguished and recognized a $130,271 loss on debt extinguishment in other income (expense) on the consolidated statements of operations for the year ended December 31, 2025 determined by the sum of the fair value of the New Convertible Notes in excess of the carrying value of the Prior Notes. The Company determined the valuation of the New Convertible Notes in the amount of approximately $3.0 million at December 31, 2025 and recognizing a change in fair value of the New Convertible Notes of approximately $375,000 during the year ended December 31, 2025 utilizing a Monte Carlo simulation model as of the date the New Convertible Notes were issued considering various probability outcomes at various measurement dates.
The New Convertible Notes are senior secured obligations of the Company and will mature on March 11, 2026. The Company is currently in negotiations to extend the maturity date. The New Convertible Notes bear interest at an annual rate of 7%, payable on the first trading day each month. The Company may extend the maturity date for six months, upon which the principal and accrued and unpaid interest will be increased to 110% of the total principal and all accrued and unpaid interest as of the original maturity date. The New Convertible Notes have an initial conversion price of $2.33 per share, subject to adjustment for subsequent lower price issuances or deemed issuances by the Company as well as stock splits, combinations, stock dividends and reclassifications. The New Convertible Notes are convertible at any time after the issuance date. If the Company receives a conversion notice at a time when the conversion price is less than the floor price, the Company will issue a number of shares equal to the conversion amount divided by the floor price and pay the economic difference between the applicable conversion price (without regard to the floor price) and such floor price in cash. The floor price is $1.50, subject to adjustment for stock splits, combinations, stock dividends and reclassifications.
The New Convertible Promissory Notes contain a 9.99% maximum beneficial ownership limitation, and customary provisions regarding events of defaults and negative covenants.
Under the New Convertible Notes, the investors have the right to participate in any subsequent financing (other than an at-the-market offering or equity line of credit) by exchanging a portion of such investor’s New Convertible Note on a pro rata basis of up to 100% of the securities or instruments being offered and sold in such financing, at a 20% discount. In addition, if while the New Convertible Note is outstanding the Company receives cash proceeds from any financing, the Company is required to prepay the principal and accrued and unpaid interest thereon within one trading day thereof, in an amount equal to the investor’s pro rata portion of 30% of the net proceeds received by the Company in such financing. However, such prepayment will not apply to (i) the first $1,500,000 of net proceeds received by the Company after September 11, 2025 pursuant to the Securities Purchase Agreement dated May 6, 2025 between the Company and C/M Capital Master Fund, LP, (ii) the proceeds received under the Securities Purchase Agreement dated August 7, 2025 between the Company and Parler Cloud Technologies, LLC and (iii) the first $2,500,000 of net proceeds received by the Company in an at-the-market offering (the “Continuing Offering Thresholds”). If the closing price of the Company’s common stock falls below 50% of the floor price, then the Continuing Offering Thresholds will cease to apply and the prepayment amount will increase to 50% from 30% of the net proceeds.
11. DEBT (continued)
Under the terms of the September 2025 Purchase Agreement, the investors have the right to participate in future issuances by the Company of common stock or common stock equivalents for cash consideration, indebtedness or a combination thereof until the 18-month anniversary of the date of the September 2025 Purchase Agreement, in an amount up to 25% of such financing. The Company also agreed not to effect or enter into any agreement to effect any issuance of common stock or common stock equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement), for so long as any investor holds any New Convertible Notes. In addition, if, any time until the New Convertible Notes are no longer outstanding, the Company proposes to offer and sell securities in a subsequent financing, each investor may elect, in its sole discretion, to exchange all or a portion of such investor’s New Convertible Note for securities of the same type issued in such subsequent financing, based on 110% the principal amount of the New Convertible Note then outstanding.
Due to certain embedded features of the New Convertible Notes that were required to bifurcated, the Company elected to account for the New Convertible Notes and all the embedded features at fair value at inception. Subsequent changes in fair value are recorded as a component of non-operating income (loss) in the consolidated statements of operations. As a result of electing the fair value option, $173,534 of direct costs and fees related to the issuance of the New Convertible Notes were expensed immediately.
For the years ended December 31, 2025 the Company recorded a $374,778 related to the change in fair value of the New Convertible Notes and interest expense, which was recognized in other income (expense) in the consolidated statements of operations.
The following table presents the New Convertible Notes as of December 31, 2025, as level 3 financial instruments:
| Balance, January 1, 2025 | $ | |||
| New convertible notes issued | 4,143,235 | |||
| Payments | (750,000 | ) | ||
| Change in fair value | (374,778 | ) | ||
| Balance, December, 2025 – Convertible Notes FVO | $ | 3,018,457 |
As part of the Acquisition of Amaze Software, the Company assumed the following debt:
2023 Bridge Notes
These notes were assumed in the Amaze Software Acquisition, see Note 2. As of December 31, 2025, the principal balance of this debt was approximately $1.3 million which includes a 200% return on the principal sum. These 2023 Bridge Notes carry an interest rate of 10% and are due on demand after March 8, 2026. The 2023 Bridge Notes may be prepaid without penalty. The accrued interest balance as of December 31, 2025 is approximately $111,000.
Blue Hawk, LLC notes payable
These notes were assumed in the Acquisition, see Note 2. As of December 31, 2025, the principal balance of this debt is $950,000 and carries an interest rate of $8%. These notes are currently due on demand and a demand has been received by the Company on July 25, 2025.
Amaze Holdings, Inc Forgiven Note Payable
The Company assumed a $4,400,000 note payable and accrued interest in the Acquisition. This note was payable to Amaze Holdings, Inc. Immediately following the consummation of the business combination between Amaze Holdings, Inc. and Amaze Software, Inc., the consolidated Company offset the note payable assumed from Amaze Software with the note receivable held by Amaze Holdings, Inc.
Principal maturities of the Company’s debt obligations are approximately:
| Years Ending December 31, | Amount | |||
| 2026 | $ | 7,225,000 | ||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ | 7,225,000 | ||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Apr 1, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.