Texas-based ammunition manufacturer TV Ammo, Inc. (“True Velocity”)
announced today it has acquired advanced suppressor technology
company Delta P Design (“Delta P”).
The strategic acquisition, approved by the True
Velocity Board of Directors earlier this month, further strengthens
the company’s portfolio of American-made advanced, lightweight
ammunition technology and next-generation weapon systems.
True Velocity’s initial focus was on the
deployment of advanced, lightweight polymer-cased ammunition
solutions in the domestic and international defense markets, as
well as the U.S. commercial market, but this merger with Delta P,
on top of the previous acquisition of Lone Star Future Weapons in
November 2021, demonstrates the company’s accelerated expansion
into a growing global market for advanced weapon system technology
made in the United States.
“True Velocity owns world-class ammunition
technology, world-class machine gun technology and, now with the
acquisition of Delta P, world-class suppressor technology,” said
True Velocity President and Lone Star Future Weapons Chairman Craig
Etchegoyen. “The only rule we have, when it comes to providing the
very best technology to our warfighters, is that it must be
American-made. With the acquisition of Delta P, we now have the
ability to provide our warriors with superior ammunition, superior
weapons and superior suppressors, all made here in America.”
A photo accompanying this announcement is available
at
https://www.globenewswire.com/NewsRoom/AttachmentNg/500b60f4-a86a-48fb-978e-f5533641fa09
Delta P’s innovative, American-made centerfire
rifle suppressors and accessories enable enhanced weapon
performance through weight, sound and flash reduction, while
maintaining optimal functionality and maneuverability. It is the
only suppressor technology available that has been proven to
function with full reliability on machine gun platforms. True
Velocity expects to optimize Delta P’s suppressor technology for
military and commercial applications in conjunction with its
innovative recoil mitigation technology and advanced weapon system
designs. Foremost among those weapon systems is True Velocity’s
forthcoming .338 Norma Lightweight Medium Machine Gun, which is the
product of more than 12 years of design and development work at
General Dynamics Ordnance & Tactical Systems and more than
300,000 rounds of test firing. Lone Star Future Weapons licensed
this and other weapon technology from General Dynamics in 2021,
prior to Lone Star being acquired by True Velocity.
“At Delta P Design we have partnered closely
with True Velocity for several years to develop signature
suppression solutions for their various weapon platforms,” said
Delta P Design Director of Business Development David Strong. “We
are excited to take this next step in our relationship, which will
allow us to propagate our unique technology to users and partners
worldwide. We believe that the combination of Delta P Design
suppressors with True Velocity lightweight ammunition and weapon
designs, will provide the U.S. military and allied nations with a
critical overmatch capability, along with helping to solve many
health and safety issues to the benefit of our warfighters. We are
equally excited at the opportunity to bring these technologies to
the civilian firearms market, where health and safety are likewise
important.”
True Velocity acquired all outstanding equity
interests of Springfield, Oregon-based Delta P on a cash- and
debt-free basis in a reverse triangular merger. The merger is
treated as a tax-free reorganization and closed in July 2023.
“We’re extremely excited to make Delta P part of
the True Velocity family,” said True Velocity Chairman and Co-CEO
Kevin Boscamp. “They’ve demonstrated a culture of innovation in the
suppressor space that matches our standard of excellence and will
only enhance our ability to take ammunition and weapon technology
to the next level.”
True Velocity’s composite-cased ammunition is
designed to offer extensive advantages over traditional brass-cased
ammunition, including exceptional dimensional consistency,
significantly enhanced accuracy, reduced heat transfer, and an
approximate 30 percent reduction in weight over traditional
brass-cased cartridges. The company’s advanced weapon technology
offers a patented impulse-averaging recoil mitigation system and
other innovative features producing improved performance and
extreme precision.
About True Velocity and its Proposed
Business Combination with Breeze Holdings
True Velocity is an advanced technology and
composite manufacturing company based in Garland, Texas. Founded in
2010, True Velocity has approximately 300 patents pending or issued
surrounding its products, technology and manufacturing processes.
True Velocity is focused on revolutionizing the ammunition industry
through the use of composite materials. True Velocity products are
manufactured in the U.S. in a state-of-the-art, 66,000-square-foot
facility. True Velocity’s proprietary composite cartridge is
designed to provide significant logistical advantages over
traditional brass-cased ammunition and give end users unmatched
accuracy, repeatability, and reliability, all in a light-weight
cartridge.
For more information, visit tvammo.com.
As previously announced on November 1, 2022, TV
Ammo, Inc. (“True Velocity”) entered into a business combination
agreement with Breeze Holdings Acquisition Corp. (“Breeze
Holdings”) (NASDAQ: BREZ), a publicly traded special purpose
acquisition company, pursuant to which a newly formed wholly owned
subsidiary of Breeze Holdings will merge with and into True
Velocity, with True Velocity surviving as a wholly owned subsidiary
of Breeze Holdings. Upon closing of the transaction, Breeze
Holdings will be renamed “True Velocity, Inc.” and its common stock
is expected to trade on the Nasdaq Capital Market. The transaction
is expected to close in the second half of 2023, subject to the
satisfaction of customary closing conditions, including certain
regulatory and shareholder approvals.
About Delta P Design
Delta P Design delivers proven solutions for
signature suppression of machine guns and other hard-to-suppress
weapon systems for military applications, as well as
high-performance signature suppressors for civilian firearms. Since
2014, Delta P Design has developed these solutions using
state-of-the-art 3D metal printing technology, which allows for
unique design geometries and extreme durability. Rather than
traditional designs and machining practices, which date to the
early 20th Century and are commonly used in suppressor fabrication,
3D metal printing allows unique, intricate internal geometries that
are otherwise impossible to fabricate. The result is a single
continuously forged structure using space-age metal alloys, which
provide high strength at extreme temperatures. Delta P Design holds
numerous, fundamental patents for the design and production of
signature suppressors using this technology. These patents address
critical health and safety requirements that have emerged in recent
years.
For more information, visit
www.deltapdesign.com.
About Breeze Holdings Acquisition
Corp.
Breeze Holdings is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, recapitalization,
reorganization, or other similar business combinations with one or
more businesses or entities.
Additional Information and Where to Find
It
This press release relates to a proposed
business combination transaction involving Breeze Holdings and True
Velocity. In connection with the proposed transaction, Breeze
Holdings intends to file with the U.S. Securities and Exchange
Commission (the “SEC”) a registration statement on Form S-4 that
will include a proxy statement of Breeze Holdings and that also
will constitute a prospectus of True Velocity, Inc. with respect to
the shares of True Velocity, Inc. common stock to be issued in the
proposed transaction (the “Proxy Statement/Prospectus”). This
document is not a substitute for the Proxy Statement/Prospectus.
The definitive Proxy Statement/Prospectus (if and when available)
will be delivered to Breeze Holdings’ and True Velocity’s
stockholders. Breeze Holdings may also file other relevant
documents regarding the proposed transaction with the SEC. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF BREEZE HOLDINGS AND TRUE VELOCITY AND OTHER INTERESTED
PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED
TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
BREEZE HOLDINGS, TRUE VELOCITY, THE PROPOSED TRANSACTION AND
RELATED MATTERS.
Investors and security holders of Breeze
Holdings and True Velocity may obtain free copies of the
Registration Statement and Proxy Statement/Prospectus (if and when
available) and other documents that are filed or will be filed with
the SEC by Breeze Holdings through the website maintained by the
SEC at www.sec.gov. Copies of the documents filed with the SEC by
Breeze Holdings will be available free of charge at Breeze Holdings
Acquisition Corp., 955 W. John Carpenter Fwy., Suite 100-929,
Irving, TX 75039, attention: J. Douglas Ramsey.
Participants in the
Solicitation
Breeze Holdings, True Velocity and certain of
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of Breeze Holdings and True Velocity in respect of the
proposed transaction. Information about Breeze Holdings’ directors
and executive officers and their ownership of Breeze Holdings
common stock is set forth in Breeze Holdings’ filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2022 filed with the SEC on March 31, 2023 (the “Annual
Report”). To the extent that holdings of Breeze Holdings’
securities have changed since the amounts included in the Annual
Report, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement/Prospectus and other relevant materials to be filed with
the SEC in respect of the proposed transaction when they become
available. You may obtain free copies of these documents as
described in the preceding paragraph.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including, among other things, statements
regarding the anticipated benefits and impact of the proposed
transaction on the combined company’s business and future financial
and operating results, the anticipated timing of closing of the
proposed transaction, the anticipated growth of the industries and
markets in which True Velocity competes, the success and customer
acceptance of True Velocity’s product and service offerings and
other aspects of True Velocity’s operations, plans, objectives,
opportunities, expectations or operating results, the expected
ownership structure of the combined company and the likelihood and
ability of the parties to successfully consummate the proposed
transaction. Words such as “may,” “should,” “will,” “believe,”
“expect,” “anticipate,” “intend,” “estimated,” “target,” “project,”
and similar phrases or words of similar meaning that denote future
expectations or intent regarding the combined company’s financial
results, operations and other matters are intended to identify
forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events. Such
forward-looking statements are based upon the current beliefs and
expectations of management and are inherently subject to
significant business, economic and competitive risks, uncertainties
and other factors, both known and unknown, which are difficult to
predict and generally beyond our control and that may cause actual
results and the timing of future events to differ materially from
the results and timing of future events anticipated by the
forward-looking statements in this press release, including but not
limited to: (i) the ability of the parties to complete the proposed
transaction within the time frame anticipated or at all, which may
adversely impact the price of Breeze Holdings’ securities; (ii) the
failure to realize the anticipated benefits of the proposed
transaction or those benefits taking longer than anticipated to be
realized; (iii) the risk that the proposed transaction may not be
completed by Breeze Holdings’ business combination deadline and the
potential failure to obtain further extensions of the business
combination deadline if sought by Breeze Holdings; (iv) the failure
to satisfy the conditions to the consummation of the proposed
transaction, including the adoption of the definitive merger
agreement by the stockholders of Breeze Holdings or True Velocity,
the satisfaction of the minimum cash amount following redemptions
by the public stockholders of Breeze Holdings, the receipt of any
required governmental or regulatory approvals or the failure to
meet the Nasdaq listing standards in connection with the closing of
the proposed transaction; (v) the lack of a third party valuation
in determining whether or not to pursue the proposed transaction;
(vi) the occurrence of any event, change or other circumstance that
could give rise to the termination of the definitive merger
agreement; (vii) the impact of the COVID-19 pandemic or related
governmental or regulatory orders; (viii) the effect of the
announcement or pendency of the proposed transaction on True
Velocity’s business relationships, performance and business
generally; (ix) risks that the proposed transaction disrupts
current plans and operations of True Velocity and any potential
difficulties in True Velocity employee retention as a result of the
proposed transaction; (x) the outcome of any legal proceedings that
may be instituted against True Velocity or Breeze Holdings related
to the definitive merger agreement or the proposed transaction or
any product liability or regulatory lawsuits or proceedings
relating to True Velocity’s products or services; (xi) the ability
to maintain the listing of Breeze Holdings’ (and after the closing
of the proposed transaction, True Velocity, Inc.’s) securities on
the Nasdaq Capital Market; (xii) potential volatility in the price
of Breeze Holdings’ securities due to a variety of factors,
including changes in the competitive and highly regulated
industries in which True Velocity operates, variations in
performance across competitors, changes in laws and regulations
affecting True Velocity’s business, and changes in the combined
company’s capital structure; (xiii) the ability to implement
business plans, identify and realize additional opportunities and
achieve forecasts and other expectations after the completion of
the proposed transaction; (xiv) the risk of downturns and the
possibility of rapid change in the highly competitive industries in
which True Velocity operates or the markets that True Velocity
targets; (xv) the inability of True Velocity and its current and
future collaborators to successfully develop and commercialize True
Velocity’s products and services in the expected time frame or at
all; (xvi) the risk that the combined company may never achieve or
sustain profitability or may need to raise additional capital to
execute its business plan, which may not be available on acceptable
terms or at all; and (xvii) the costs of the proposed transaction.
The forward-looking statements contained in this press release are
also subject to additional risks, uncertainties and factors,
including those described in Breeze Holdings’ most recent Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q and other
documents filed or to be filed with the SEC by Breeze Holdings from
time to time. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. The forward-looking statements included in
this press release are made only as of the date hereof, and we
disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date
hereof. Forecasts and estimates regarding True Velocity’s industry
and end markets are based on sources we believe to be reliable,
however there can be no assurance these forecasts and estimates
will prove accurate in whole or in part. Annualized, pro forma,
projected and estimated numbers are used for illustrative purpose
only, are not forecasts and may not reflect actual results.
No Offer or
Solicitation
This press release is for informational purposes
only and is not intended to and shall not constitute an offer to
sell or the solicitation of an offer to sell or to buy any
securities or a solicitation of any proxy, consent, vote or
approval with respect to any securities in respect of the proposed
transaction and is not a substitute for the Proxy
Statement/Prospectus or any other document that Breeze Holdings may
file with the SEC or send to Breeze Holdings’ or True Velocity’s
stockholders in connection with the proposed transaction. No offer,
sale, issuance or transfer of securities shall be made in any
jurisdiction in which such offer, sale, issuance or transfer would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Contacts:
True VelocityPat HoganExecutive Vice President
of Corporate Communications(770) 500-0279press@tvammo.com
Breeze Holdings Acquisition
Corp.Investor RelationsCody Slach and
Cody CreeGateway Group(949) 574-3860BREZ@gateway-grp.com
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