SEC Comment Letter 0000000000-23-000553 to AMAZE HOLDINGS, INC. (AMZE)
AMAZE HOLDINGS, INC.
Date: Jan. 19, 2023 · CIK: 0001880343 · Accession: 0000000000-23-000553
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269082
Letter
United States securities and exchange commission logo January 19, 2023 James Spellmire Chief Financial Officer Fresh Vine Wine, Inc. 11500 Wayzata Blvd. #1147 Minnetonka, MN 55305 Re:Fresh Vine Wine, Inc. Registration Statement on Form S-1 Filed December 30, 2022 File No. 333-269082 Dear James Spellmire: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 filed December 30, 2022 Management, page 48 1.Please update your compensation disclosure to reflect the fiscal year ended December 31, 2022. Incorporation of Certain Information by Reference, page 56 2.It appears that you are attempting to rely on Instruction VII to Form S-1 to incorporate by reference previously filed Exchange Act reports. Because you have not yet filed your Form 10-K for your most recently completed fiscal year, December 31, 2022, it therefore appears that you have not satisfied the requirements of paragraph C of that instruction. Please either file your Form 10-K, including the information required by Part III, or revise your registration statement to include all disclosures required by Form S-1.
FirstName LastNameJames Spellmire Comapany NameFresh Vine Wine, Inc. January 19, 2023 Page 2 FirstName LastName James Spellmire Fresh Vine Wine, Inc. January 19, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Alan M. Gilbert
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United States securities and exchange commission logo
January 19, 2023
James Spellmire
Chief Financial Officer
Fresh Vine Wine, Inc.
11500 Wayzata Blvd. #1147
Minnetonka, MN 55305
Re:Fresh Vine Wine, Inc.
Registration Statement on Form S-1
Filed December 30, 2022
File No. 333-269082
Dear James Spellmire:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed December 30, 2022
Management, page 48
1.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2022.
Incorporation of Certain Information by Reference, page 56
2.It appears that you are attempting to rely on Instruction VII to Form S-1 to incorporate by
reference previously filed Exchange Act reports. Because you have not yet filed your
Form 10-K for your most recently completed fiscal year, December 31, 2022, it therefore
appears that you have not satisfied the requirements of paragraph C of that instruction.
Please either file your Form 10-K, including the information required by Part III, or revise
your registration statement to include all disclosures required by Form S-1.
FirstName LastNameJames Spellmire
Comapany NameFresh Vine Wine, Inc.
January 19, 2023 Page 2
FirstName LastName
James Spellmire
Fresh Vine Wine, Inc.
January 19, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Gregory Herbers at 202-551-8028 or Erin Purnell at 202-551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Alan M. Gilbert