Breeze Holdings Acquisition Corp. (Nasdaq: BREZ) (“Breeze
Holdings”), a publicly traded special purpose acquisition company,
and TV Ammo, Inc., an advanced technology manufacturing and
licensing company focused on revolutionizing the global ammunition
and weapons industry through the introduction of its
composite-cased ammunition, innovative weapons systems and advanced
manufacturing technology (“TV Ammo”), today announced the filing
with the U.S. Securities and Exchange Commission (the “SEC”) of a
registration statement on Form S-4 (the “Registration Statement”),
which includes a preliminary proxy statement and a prospectus in
connection with an Amended and Restated Merger Agreement and Plan
of Reorganization, dated as of February 14, 2024 (the “A&R
Merger Agreement”). Upon closing of the business combination
between Breeze Holdings and TV Ammo contemplated by the A&R
Merger Agreement (the “Business Combination”), True Velocity, Inc.,
a newly-formed holding company (“True Velocity”), will own both
Breeze Holdings and TV Ammo and is expected to be listed on the
Nasdaq Capital Market (“Nasdaq”).
Transaction Summary
Pursuant to and in accordance with the terms of
the A&R Merger Agreement, a wholly-owned subsidiary of True
Velocity will merge with and into Breeze Holdings and, immediately
following the consummation of such merger, a second wholly-owned
subsidiary of True Velocity will merge with and into TV Ammo, with
both Breeze Holdings and TV Ammo surviving such mergers and
becoming wholly-owned subsidiaries of True Velocity, and True
Velocity will seek to become a publicly traded entity listed on
Nasdaq.
In connection with the Business Combination, (i)
the outstanding securities of TV Ammo will be converted into
substantially equivalent securities of True Velocity, and (ii) the
outstanding securities of Breeze Holdings will be converted into
substantially equivalent securities of True Velocity.
The description of the Business Combination
provided here is only a summary and should be considered as
qualified in its entirety by the A&R Merger Agreement. The
A&R Merger Agreement amended and restated the Merger Agreement
and Plan of Reorganization previously entered into by Breeze
Holdings and TV Ammo on October 31, 2022, which was disclosed in
Breeze Holdings’ Current Report on Form 8-K filed with the SEC on
November 1, 2022, to, among other things, change the legal
structure of the business combination and to extend the term of the
agreement. Breeze Holdings will file a Current Report on Form 8-K
with the SEC disclosing the material terms of the A&R Merger
Agreement. In addition, a copy of the A&R Merger Agreement was
filed as an exhibit to the Registration Statement.
The transaction has been unanimously approved by
the boards of directors of both True Velocity and Breeze Holdings.
It is expected to close in the second quarter of 2024, subject to
regulatory and stockholder approvals, and other customary closing
conditions. Additional information may be found in the Registration
Statement.
Upon completion of the transaction, True
Velocity will be led by Kevin Boscamp, Founder, Chairman and CEO;
Chris Tedford, COO; and Craig Etchegoyen, President and Chief IP
Officer. The Company’s approximate 110 employees have more than 200
years of combined military service and are experts in
manufacturing, technology, engineering, and quality control.
Advisors
IB Capital LLC is acting as M&A advisor to
TV Ammo. Lathrop GPM LLP and Shearman & Sterling LLP are acting
as legal advisors to TV Ammo. I-Bankers Securities, Inc. is acting
as financial advisor to Breeze Holdings. ArentFox Schiff LLP and
Woolery & Co PLLC are acting as legal advisors to Breeze
Holdings. Marshall & Stevens Transaction Advisory Services LLC
is acting as the fairness opinion provider to the board of
directors of Breeze Holdings.
About TV Ammo, Inc.
TV Ammo is an advanced technology manufacturing
and licensing company based in Garland, Texas, with a current
emphasis on composite ammunition, lightweight machine guns and
suppressors. Founded in 2012, TV Ammo has approximately 315 patents
pending or issued surrounding its products, technology and
manufacturing processes. TV Ammo is focused on revolutionizing the
ammunition and weapons industry through the introduction of its
composite-cased ammunition, innovative weapons systems and advanced
manufacturing technology. TV Ammo products are manufactured in the
U.S. in a state-of-the-art, 66,000-square-foot facility. TV Ammo’s
proprietary composite cartridge is designed to provide significant
logistical advantages over traditional brass-cased ammunition and
give end users enhanced accuracy, repeatability, and reliability,
all in a light-weight cartridge.
For more information, visit tvammo.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 TV
Ammo. In connection with the proposed transaction, True Velocity
has filed with the SEC a registration statement on Form S-4 that
includes a proxy statement of Breeze Holdings and that also
constitute a prospectus of True Velocity with respect to the shares
of True Velocity 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 TV Ammo’s stockholders. True
Velocity and/or 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 TV AMMO 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, TV AMMO, THE PROPOSED TRANSACTION AND RELATED
MATTERS.
Investors and security holders of Breeze
Holdings and TV Ammo may obtain free copies of the Registration
Statement and Proxy Statement/Prospectus and other documents that
are filed or will be filed with the SEC by True Velocity and/or
Breeze Holdings through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by True
Velocity and/or 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, TV Ammo 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 TV Ammo 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 TV Ammo competes, the success and customer
acceptance of TV Ammo’s product and service offerings and other
aspects of TV Ammo’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; (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 TV Ammo, 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 occurrence of any event, change or
other circumstance that could give rise to the termination of the
definitive merger agreement; (vi) the effect of the announcement or
pendency of the proposed transaction on TV Ammo’s business
relationships, performance and business generally; (vii) risks
that the proposed transaction disrupts current plans and operations
of TV Ammo and any potential difficulties in TV Ammo employee
retention as a result of the proposed transaction; (viii) the
outcome of any legal proceedings that may be instituted against TV
Ammo or Breeze Holdings related to the definitive merger agreement
or the proposed transaction or any product liability or regulatory
lawsuits or proceedings relating to TV Ammo’s products or services;
(ix) the ability to maintain the listing of Breeze Holdings’ (and
after the closing of the proposed transaction, True Velocity’s)
securities on the Nasdaq Capital Market; (x) 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 TV Ammo operates, variations in performance
across competitors, changes in laws and regulations affecting TV
Ammo’s business, and changes in the combined company’s capital
structure; (xi) the ability to implement business plans, identify
and realize additional opportunities and achieve forecasts and
other expectations after the completion of the proposed
transaction; (xii) the risk of downturns and the possibility of
rapid change in the highly competitive industries in which TV Ammo
operates or the markets that TV Ammo targets; (xiii) the inability
of TV Ammo and its current and future collaborators to successfully
develop and commercialize TV Ammo’s products and services in the
expected time frame or at all; (xiv) 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 (xv) 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 True Velocity and/or 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 TV Ammo’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 True Velocity
and/or Breeze Holdings may file with the SEC or send to Breeze
Holdings’ or TV Ammo’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
GroupBREZ@gateway-grp.com (949) 574-3860
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