Financial Position - As of March 31, 2025, the company had cash of $403 and a working capital deficit of $10,418,040, compared to cash of $101,674 and a working capital deficit of $17,358,530 as of December 31, 2024[151]. - As of March 31, 2025, the cash held in the trust account was $3,282,555, including $171,058 of interest[164]. - As of March 31, 2025, the Company had $403 in cash held outside the Trust Account and a working capital deficit of $10,418,040[168]. - As of March 31, 2025, the total amount owed to the Sponsor was $10,041,967, including $202,556 for expenses paid by the Sponsor on behalf of the Company[176]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services[177]. Business Performance - For the three months ended March 31, 2025, the company reported a net loss of $3,367,514, which included a loss of $3,046,500 in the fair value of warrant liabilities and operating costs of $353,819[153]. - For the three months ended March 31, 2024, the company reported a net loss of $22,015,739, with a loss of $21,132,500 in the fair value of warrant liabilities[154]. - The company generated interest income of $34,560 from its trust account for the three months ended March 31, 2025[153]. Initial Public Offering - The company completed its Initial Public Offering on November 25, 2020, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[155]. - Following the Initial Public Offering, a total of $116,725,000 was placed in the trust account after accounting for transaction costs of $4,099,907[156]. - The Company is obligated to pay I-Bankers Securities a cash fee of $3,162,500 upon the consummation of a business combination, which is 2.75% of the gross proceeds of the Initial Public Offering[178]. Business Combination - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds to be used for working capital and growth strategies[167]. - The company executed multiple extensions for its business combination deadline, with the latest extension allowing until June 26, 2024[161]. - The Company has until June 26, 2025, to consummate a business combination, with substantial doubt raised about its ability to continue as a going concern[172][173]. Shareholder Actions - The company redeemed 621,609 shares of common stock for $7,353,424 during the redemption process following stockholder meetings[163]. Sponsor Obligations - The Company signed multiple promissory notes with the Sponsor, with the total outstanding amount under these notes as of March 31, 2025, being $7,539,411[171][175]. - The Company has a legal services engagement with Woolery & Co., with a total fee obligation of $2.0 million upon completion of a business combination, of which $1.2 million will be assumed by the Sponsor[179]. - The Company has signed a Public Relations Agreement with Gateway Group, which includes a Transaction Success Fee of $100,000 upon successful completion of a business combination[180]. - The Company has entered into a Merger Proxy/Business Combination Rate Agreement with Edgar Agents LLC, which includes a Transaction Success Fee of $50,000 upon successful completion and filing of documents with the SEC[182]. Valuation and Reporting - The Company evaluated its Public and Private Placement Warrants as derivative liabilities, with fair value determined based on the trading price of the Public Warrants as of March 31, 2025[186][187]. - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not required to provide the information typically required under this item[190].

Merger and Business Combination - The company entered into a merger agreement with YD Biopharma, valuing the transaction at a pre-transaction equity value of $647,304,110[22][23]. - A Merger Agreement was entered into with YD Biopharma on September 24, 2024, which has been approved by the boards of directors of both companies[57][58]. - The Business Combination is expected to close in April 2025, subject to customary closing conditions and approvals from stockholders of Breeze and YD Biopharma[59]. - The pre-transaction equity value of YD Biopharma is estimated at $647,304,110, with the Exchange Ratio determining the conversion of shares into Pubco Ordinary Shares[61]. - Each share of Breeze Common Stock will convert into one ordinary share of Pubco at the Parent Merger Effective Time[60]. - The obligations to consummate the Business Combination are subject to the approval of stockholders from both Breeze and YD Biopharma[65]. - The Merger Agreement includes customary representations, warranties, and covenants, including limitations on business operations prior to closing[63]. - The company is no longer pursuing a business combination with TV Ammo after the termination of the A&R Merger Agreement on August 5, 2024[56]. Financial Performance and Proceeds - The initial public offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units[30]. - Transaction costs for the initial public offering amounted to $4,099,907, including $2,300,000 in underwriting fees[33]. - Stockholders redeemed 6,732,987 shares for $69,700,628, resulting in 7,907,013 shares remaining outstanding after redemption[40]. - Following the redemptions on September 22, 2022, approximately $17.5 million remained in the Trust Account[42]. - As of December 31, 2024, the company had approximately $10.5 million held in the trust account, with $7.4 million paid out on January 2, 2025, due to redemptions from a Special Shareholders Meeting[103]. - The company has $101,674 in proceeds held outside the trust account as of December 31, 2024, to fund costs associated with its dissolution plan[149]. - The expected per-share redemption amount for stockholders upon dissolution is approximately $11.505, but this could be reduced due to creditor claims[151]. - The approximate per-share amount in the trust account as of March 11, 2025, is $11.33 per public share[124]. Operational Status and Future Plans - As of December 31, 2024, the company had not commenced any operations and will not generate operating revenues until after completing its initial business combination[29]. - The company must complete a business combination with an aggregate fair market value of at least 80% of the assets held in the trust account[34]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business, or less than 100% to meet specific objectives[91]. - The company intends to redeem public shares promptly after the 18-month period if it fails to complete its initial business combination[158]. - The company has incurred substantial costs related to the Combination Agreement, including financing and advisory services, which may not be recoverable if the transaction fails to close[175]. - The company currently has no operating history or revenues, making it difficult for investors to evaluate its ability to achieve business objectives[176]. Stockholder Rights and Redemption - Public stockholders can redeem shares upon completion of the initial business combination, either through a stockholder meeting or a tender offer[131]. - Stockholder approval is required for mergers with a target, while purchases of assets or stock not involving a merger do not require approval[117]. - If stockholder approval is required, a public stockholder can seek redemption rights for no more than 10% of the shares sold in the initial public offering[138]. - The redemption process requires public stockholders to tender their shares prior to the vote on the initial business combination[140]. - If the initial business combination is not completed, public stockholders who elected to redeem their shares will not be entitled to redeem them for a pro rata share of the trust account[144]. - The company must maintain net tangible assets of at least $5,000,001 upon consummation of the initial business combination[137]. Risks and Challenges - The company may face competition from other entities with greater financial and technical resources in pursuing target businesses for initial business combinations[163]. - The company may not be able to acquire target businesses that do not meet financial statement preparation requirements, limiting potential candidates[167]. - The company may face challenges in negotiating initial business combinations due to the time constraint, which could limit due diligence and result in unfavorable terms[185]. - The company may not be able to complete its initial business combination if it cannot find a suitable target within the required timeframe, which could lead to liquidation[187]. - The company may pursue business combinations with financially unstable or early-stage companies, which could expose it to inherent risks[104]. - Key personnel may have conflicts of interest in selecting target businesses due to potential compensation agreements related to the business combination[199]. Management and Strategy - The management team has extensive experience in public offerings and acquisitions, with a track record of identifying high-quality assets[24]. - The acquisition strategy focuses on identifying and acquiring companies in North America that can benefit from the management team's operational expertise[76]. - The management team has developed a broad network of contacts to source acquisition opportunities, enhancing the potential for successful business combinations[77]. - The company intends to leverage its operational and capital allocation experience to optimize shareholder value and conduct rigorous research and analysis for potential business combinations[93]. Compliance and Regulatory Matters - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[169]. - The company is required to evaluate its internal control procedures as per the Sarbanes-Oxley Act, which may increase costs and time for compliance[168]. - The company has agreed not to participate in the formation of other blank check companies until a definitive agreement regarding its initial business combination is reached or 18 months after its IPO[87]. - The company is not eligible for certain investor protections typically afforded to blank check companies, which may affect investor confidence[207]. Extensions and Delisting - The Company approved an extension to consummate the closing of a Business Combination Agreement to March 26, 2023, with 3,076,817 shares redeemed for $31,845,056 at $10.35 per share[41]. - The Company executed multiple one-month extensions, depositing $59,157 each time, allowing for a maximum extension until March 26, 2023[43]. - On March 22, 2023, the Company approved an extension to September 26, 2023, with 509,712 shares redeemed for $5,395,929 at $10.56 per share[45]. - The Company approved further extensions allowing for a maximum extension until June 26, 2024, with 21,208 shares redeemed for $228,410 at $10.77 per share[48]. - The Company executed the twenty-seventh and twenty-eighth one-month extensions for the period from November 26, 2024, to January 26, 2025, following a stockholders' meeting on December 23, 2024[53]. - The company received a notice of delisting from Nasdaq due to failure to close its initial business combination by the required deadline[20].

Financial Position - As of September 30, 2024, the company had cash of $2 and a working capital deficit of $9,819,425[133] - As of September 30, 2024, the cash held in the trust account amounted to $10,578,352, including $476,103 of interest income[144] - As of September 30, 2024, the outstanding amount under the working capital loan from the Sponsor was $6,781,967[151] - The total amount owed to the Sponsor as of September 30, 2024, is $9,284,523, which includes $202,556 for expenses paid by the Sponsor on behalf of the Company[160] - The Company had $2 in cash outside of the Trust Account and negative working capital of $9,819,425[153] - The Company has no long-term debt or capital lease obligations, other than a monthly fee of $5,000 for office space and administrative services[161] Operating Performance - For the three months ended September 30, 2024, the company reported a net income of $2,189,744, driven by a gain of $2,302,250 in the fair value of warrant liabilities[135] - For the nine months ended September 30, 2024, the company incurred a net loss of $2,722,429, which included operating costs of $1,844,532 and a loss of $1,354,000 in the fair value of warrant liabilities[135] - For the nine months ended September 30, 2024, cash used in operating activities was $1,243,826, primarily due to a net loss of $2,722,429[145] - The company has not generated any operating revenues to date and does not expect to do so until after completing its business combination[134] Business Combination Plans - The company intends to use substantially all funds held in the trust account to complete its business combination[147] - The company has executed multiple one-month extensions for its business combination deadline, with the latest extension allowing until June 26, 2024[141] - The Company expects to need additional funds to meet expenditures required for operating its business and may need to obtain additional financing to complete its business combination[156] Fees and Agreements - The underwriters are entitled to a deferred fee of $3,162,500 based on 11,500,000 shares issued in the IPO, payable only upon the completion of a business combination[162] - The Company signed multiple promissory notes with the Sponsor, with the total outstanding amount under these notes as of September 30, 2024, being $6,781,967[159] - The Company signed a Public Relations Agreement with Gateway Group, Inc., which includes a Transaction Success Fee of $20,000 upon successful completion of a business combination[163] - The Company signed a Merger Proxy/Business Combination Rate Agreement with Edgar Agents LLC, which includes a Transaction Success Fee of $50,000 upon successful completion and filing of documents with the SEC[165] Going Concern - The Company has incurred significant costs in pursuit of its acquisition plans, raising substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued[155] - The financial statements do not include any adjustments that might result from the uncertainty regarding the Company's ability to continue as a going concern[157]

Financial Position - As of June 30, 2024, the company had cash of $39,970 and a working capital deficit of $9,523,707, compared to cash of $4,228 and a working capital deficit of $7,849,292 as of December 31, 2023[125][139] - As of June 30, 2024, the company had cash held in an interest-bearing trust account of $10,380,257, including $340,567 of interest[135] - As of June 30, 2024, the Company had $39,970 in cash and negative working capital of $9,523,707, indicating liquidity challenges[144] - The total amount owed to the Sponsor as of June 30, 2024, is $9,240,428, which includes $202,621 for expenses paid by the Sponsor on behalf of the Company[151] - As of June 30, 2024, the company had outstanding loans from the Sponsor totaling $6,737,807, which are non-interest bearing and payable upon the consummation of a business combination or by December 26, 2024[142] Income and Loss - For the three months ended June 30, 2024, the company reported a net income of $17,103,566, driven by a gain of $17,476,250 in the fair value of warrant liabilities[127] - For the six months ended June 30, 2024, the company incurred a net loss of $4,912,173, which included a loss of $3,656,250 in the fair value of warrant liabilities[127] - For the six months ended June 30, 2023, the company reported a net loss of $2,164,561, with a loss of $1,184,750 in the fair value of warrant liabilities[129] Business Operations and Plans - The company has executed multiple extensions for its business combination deadline, with the latest extension allowing up to six additional one-month extensions until December 26, 2024[134] - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds to be used for working capital[138] - The Company has incurred significant costs in pursuit of acquisition plans, raising doubts about its ability to continue as a going concern within one year from the issuance of financial statements[146] - The Company anticipates needing to raise additional funds to meet operational expenditures and complete its business combination[147] - The Company’s business plan is heavily reliant on the successful completion of a business combination, with current cash and working capital being insufficient for planned activities[148] Agreements and Obligations - The Company signed multiple promissory notes with the Sponsor, with the total outstanding amount as of June 30, 2024, being $6,737,807, which is non-interest bearing and payable upon the consummation of a business combination[150] - The underwriters are entitled to a deferred fee of $3,162,500 based on 11,500,000 shares issued in the IPO, payable only if a business combination is completed[153] - The Company signed a Public Relations Agreement with Gateway Group, Inc., which includes a Transaction Success Fee of $20,000 upon successful completion of a business combination[154] - The Company has no long-term debt or capital lease obligations, but has a monthly fee obligation of $5,000 for office space and administrative services[152] Interest Income - The company generated interest income of $170,987 on its Trust Account for the three months ended June 30, 2024, and $340,567 for the six months ended June 30, 2024[127][136] IPO Information - The company completed its Initial Public Offering on November 25, 2020, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[130] Financial Statement Considerations - The financial statements do not include adjustments that might result from uncertainties regarding the Company's ability to complete a business combination[148]

Financial Position - As of March 31, 2024, the company had cash of $4,487 and a working capital deficit of $8,985,992, compared to cash of $4,228 and a working capital deficit of $7,849,292 as of December 31, 2023[149]. - As of March 31, 2024, cash held in the trust account amounted to $13,268,833, including $169,580 of interest income[145]. - The total amount owed to the Sponsor as of March 31, 2024, is $8,584,375, which includes $196,717 for expenses paid by the Sponsor on behalf of the Company[159]. - As of March 31, 2024, the outstanding amount under the working capital loan was $5,242,109 for direct working capital and $845,549 for monthly SPAC extension funds, totaling $6,087,658 from the Sponsor[158]. Operating Performance - For the three months ended March 31, 2024, the company reported a net loss of $22,015,739, which included a loss of $21,132,500 in the fair value of warrant liabilities and operating costs of $1,047,041, offset by interest income of $169,580[137]. - For the three months ended March 31, 2024, cash used in operating activities was $629,741, primarily due to a net loss of $22,015,739[146]. - The company has not engaged in any operations or generated any revenues to date, with only non-operating income from interest on marketable securities[136]. Fundraising and Financing - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 units at a price of $10.00 per unit[138]. - Following the Initial Public Offering, a total of $116,725,000 was placed in the trust account after incurring transaction costs of $4,099,907[139]. - The company incurred a net cash used in financing activities of $751,724 for the three months ended March 31, 2024, due to proceeds from working capital loans and a promissory note from the Sponsor[146]. - The Company has raised funds through unsecured promissory notes, which are non-interest bearing and payable upon the consummation of a business combination or by June 26, 2024[153]. Business Combination and Obligations - The company intends to use substantially all funds held in the trust account to complete its business combination[148]. - The company has extended the deadline for completing a business combination multiple times, with the latest extension allowing until June 26, 2024[144]. - The underwriters are entitled to a deferred fee of $3,162,500 based on 11,500,000 shares issued in the IPO, payable only if a business combination is completed[161]. - The Company has contractual obligations including a $50,000 Transaction Success Fee for SEC document preparation related to the merger with TV Ammo[162]. Going Concern and Management Doubts - Management has expressed substantial doubt about the Company's ability to continue as a going concern due to insufficient cash and working capital as of March 31, 2024[156]. - The Company may need to raise additional funds to meet operational expenditures and complete a business combination, which could involve issuing additional securities or incurring debt[154]. Valuation and Debt - The Company has no long-term debt or capital lease obligations, apart from a monthly fee of $5,000 for office space and administrative services[160]. - The Company utilizes various valuation models for its Public and Private Placement Warrants, which may significantly impact the valuation based on changes in assumptions[167].

Financial Overview - The aggregate consideration for TV Ammo equity holders is based on a pre-transaction equity value of $1,185,234,565, resulting in a combined company equity value of $1,233,429,449[20]. - The Initial Public Offering generated gross proceeds of $115,000,000 from the sale of 11,500,000 units[26]. - Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, including $2,300,000 of underwriting fees[29]. - As of December 31, 2023, the company had approximately $13.0 million held in the trust account, providing options for liquidity events, capital for growth, or debt reduction[110]. - The company has access to up to $4,228 in proceeds held outside the trust account as of December 31, 2023, with estimated liquidation costs not exceeding approximately $100,000[161]. Business Combination Details - The Company must complete an initial Business Combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account[30]. - The Business Combination is expected to close in the second quarter of 2024, subject to customary closing conditions[20]. - The proposed business combination with D-Orbit S.p.A. was terminated on August 12, 2022, with no termination payment due[54]. - The A&R Merger Agreement includes customary representations, warranties, and covenants, including limitations on business operations prior to the Business Combination[62]. - The company intends to effectuate its initial business combination using cash from the proceeds of its initial public offering and private placement warrants, as well as potential debt or equity securities[111]. Stockholder Rights and Redemptions - Stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account at $10.35 per share, totaling $69,700,628 for 6,732,987 shares redeemed[37]. - The Company will provide stockholders with the opportunity to redeem their Public Shares upon completion of a Business Combination[31]. - Public stockholders are restricted from seeking redemption rights for more than 10% of the shares sold in the initial public offering, referred to as "Excess Shares"[144]. - If stockholder approval is required, the company will distribute proxy materials and provide redemption rights[140]. - The company will not redeem public shares if it would cause net tangible assets to be less than $5,000,001 upon consummation of the initial business combination[142]. Management and Operations - The management team has extensive experience in public offerings and acquisitions, with a track record of identifying high-quality assets[20]. - The company currently has four executive officers and does not intend to have any full-time employees prior to completing its initial business combination[170]. - The company has established criteria for evaluating target businesses, focusing on operational expertise and potential for improved financial performance[84]. - The company acknowledges the risks associated with a lack of business diversification, as it will likely focus on a single industry for its initial business combination[116]. - The company may seek business combination opportunities outside of its management's area of expertise, which could affect the evaluation of risks[200]. Compliance and Regulatory Matters - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[102]. - The company must maintain a minimum stockholders' equity of $2,500,000 and at least 300 round-lot holders to remain listed on NASDAQ[209]. - The company received a notice from NASDAQ indicating potential delisting due to non-compliance with the requirement to complete a business combination within 36 months of its IPO[210]. - Investors will not receive protections typically afforded to investors in blank check companies due to the company's compliance status[213]. - The company has requested a hearing to extend the deadline for completing its initial business combination, with a determination expected by May 28, 2024[210]. Risks and Challenges - An investment in the company's securities involves a high degree of risk, which could materially adversely affect its business, financial condition, and operating results[178]. - The company may incur substantial costs if it fails to complete the Business Combination, with no revenue to cover these costs, potentially leading to liquidation[179]. - The company may face challenges in completing the initial business combination due to limited resources and significant competition for opportunities[180]. - The ability of public stockholders to redeem shares could hinder the company's ability to complete the most desirable business combination or optimize its capital structure[189]. - If too many stockholders exercise redemption rights, the company may not meet closing conditions for potential business combinations[188].

Financial Position - As of September 30, 2023, the company had cash of $181,681 and a working capital deficit of $7,058,591, compared to cash of $14,129 and a working capital deficit of $5,345,736 as of December 31, 2022[156][173]. - As of September 30, 2023, the Trust Account held cash of $12,688,162, which is intended to be used for completing a Business Combination[164][172]. - As of September 30, 2023, the outstanding amount under working capital loans from the Sponsor was $4,135,609 for direct working capital and $602,101 for monthly SPAC extension funds, totaling $4,737,710[176]. - The total amount owed to the Sponsor as of September 30, 2023, is $7,197,574, which includes $159,864 for expenses paid by the Sponsor on behalf of the Company[183]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services[184]. Operating Results - For the three months ended September 30, 2023, the company reported a net loss of $1,076,594, which included a loss on change in fair value of warrant liabilities of $846,250 and interest income of $166,547[158]. - For the nine months ended September 30, 2023, the company had a net loss of $3,241,155, primarily due to a loss on change in fair value of warrant liabilities of $2,031,000[159]. - For the nine months ended September 30, 2023, cash used in operating activities was $1,336,181, resulting from a net loss of $3,241,155[170]. - The company has not engaged in any operations or generated any revenues to date, with activities focused on preparing for the Initial Public Offering and identifying a target company for a business combination[157]. Initial Public Offering - The company generated gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit[162]. - The company incurred $4,099,907 in transaction costs related to the Initial Public Offering, including $2,300,000 in underwriting fees[163]. - The underwriters are entitled to a business combination marketing fee of $3,162,500, payable only upon the completion of a business combination[185]. Business Combination - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and finance operations of the target business[172]. - The company has the option to extend the deadline for completing a Business Combination up to nine times for an additional month each time, with the latest extension possible until June 26, 2024[169]. Going Concern - Management has indicated that there is substantial doubt about the Company's ability to continue as a going concern due to insufficient cash and working capital[180]. - The Company may need to raise additional funds to meet operational expenditures and complete its business combination, which could involve issuing additional securities or incurring debt[178]. Accounting Policies - The Company has identified critical accounting policies that may materially affect reported amounts of assets and liabilities[187]. - The Company is evaluating the impact of new accounting standards effective January 1, 2024, but does not expect significant changes to its financial statements[192]. Off-Balance Sheet Arrangements - The Company has no off-balance sheet arrangements as of September 30, 2023[181].

Financial Position - As of June 30, 2023, the company had cash of $3,184 and a working capital deficit of $6,837,288, compared to cash of $14,129 and a working capital deficit of $5,345,736 as of December 31, 2022[151][166]. - As of June 30, 2023, the Trust Account held cash of $12,839,133, which is in an interest-bearing bank demand deposit account[159]. - As of June 30, 2023, the outstanding amount under the working capital loan from the Sponsor was $3,883,709 for direct working capital[169]. - As of June 30, 2023, the outstanding amount under the working capital loan from the Sponsor was $4,362,601, which includes $3,883,709 for direct working capital and $478,892 for monthly SPAC extension funds[176]. - The Company has no off-balance sheet arrangements as of June 30, 2023[174]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services[178]. Financial Performance - For the three months ended June 30, 2023, the company reported a net loss of $1,510,300, primarily due to a loss on the change in fair value of warrant liabilities of $1,354,000[153]. - For the six months ended June 30, 2023, the company had a net loss of $2,164,561, which included a loss on the change in fair value of warrant liabilities of $1,184,750[154]. - For the six months ended June 30, 2023, cash used in operating activities was $1,053,129, primarily due to a net loss of $2,164,561[163]. - The company generated interest income of $152,184 for the three months ended June 30, 2023, and $220,511 for the six months ended June 30, 2023, from its Trust Account[153][154]. Capital Raising and Costs - The company raised gross proceeds of $115,000,000 from its Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit[157]. - The company incurred transaction costs of $4,099,907 related to the Initial Public Offering, including $2,300,000 in underwriting fees[158]. - The underwriters are entitled to a business combination marketing fee of $3,162,500, payable only upon the successful completion of a business combination[179]. - A Transaction Success Fee of $50,000 is due upon the successful completion and filing of merger documents with the SEC[180]. Going Concern and Future Plans - Management has indicated that there is substantial doubt about the Company's ability to continue as a going concern due to insufficient cash and working capital to complete planned activities[172][173]. - The Company may need to raise additional funds to meet operational expenditures and complete its business combination, potentially issuing additional securities or incurring debt[171]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination[165]. Accounting and Reporting - The Company is evaluating the impact of new accounting standards effective January 1, 2024, but does not expect significant changes to its financial statements[186]. - The Company accounts for common stock subject to possible redemption as temporary equity, reflecting certain redemption rights outside of its control[184].

Financial Position - As of March 31, 2023, the company had cash of $37,569 and a working capital deficit of $6,381,703[148] - As of March 31, 2023, the trust account held cash of $12,562,997, which is in an interest-bearing account[154] - The company has outstanding promissory notes totaling $3,806,468 from the Sponsor as of March 31, 2023, to fund working capital and extension payments[166] - As of March 31, 2023, the company has outstanding promissory notes totaling $3,806,468 from the Sponsor, which are non-interest bearing and payable upon the consummation of a business combination or by September 26, 2023[173] - The company has no off-balance sheet arrangements as of March 31, 2023[171] - The company has no long-term debt or capital lease obligations, with only a monthly fee of $5,000 for office space and administrative services[175] Operating Performance - For the three months ended March 31, 2023, the company reported a net loss of $654,261, with operating and formation costs amounting to $890,129[150] - The company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[149] Initial Public Offering - The company completed its Initial Public Offering on November 25, 2020, raising gross proceeds of $115,000,000 from the sale of 11,500,000 units[152] - The company incurred transaction costs of $4,099,907 related to the Initial Public Offering, including $2,300,000 in underwriting fees[153] - The underwriters are entitled to a business combination marketing fee of $3,162,500, payable only upon the completion of a business combination[176] - A Transaction Success Fee of $50,000 is due upon the successful completion and filing of merger documents with the SEC[177] - The company has issued 250,000 shares of common stock to the Representative and 15,000 shares to a Consultant as part of its underwriting agreement[180] Future Plans and Concerns - The company plans to use funds in the trust account primarily to complete its business combination and for working capital of the target business[162] - The company has substantial doubt about its ability to continue as a going concern due to insufficient cash and working capital as of March 31, 2023[170] Accounting and Reporting - The company accounts for common stock subject to possible redemption as temporary equity, reflecting certain redemption rights outside of its control[181] - The company is evaluating the impact of the new accounting standard ASU 2020-06, effective January 1, 2024, but does not expect significant changes to its financial statements[183] - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[185] Non-Operating Income - The company generated non-operating income of $68,327 from interest on marketable securities held in the trust account for the same period[149] Shareholder Actions - The company redeemed 6,732,987 shares for $69,700,628 in connection with a stockholder meeting held on May 5, 2022[154]

Merger and Business Combination - The company entered into a Merger Agreement with TV Ammo, Inc., with a pre-transaction equity value of $1,185,234,565, resulting in a combined company equity value of $1,249,556,817[18]. - The Business Combination is expected to close in the second quarter of 2023, subject to customary closing conditions[18]. - The Business Combination with TV Ammo is expected to close in the second or third quarter of 2023, subject to customary closing conditions[54]. - The Company has until September 26, 2023, to complete a Business Combination, with the possibility of extending this deadline up to six additional one-month periods[44]. - The obligations to consummate the Business Combination are subject to various conditions, including stockholder approvals and regulatory clearances[64]. - The Merger Agreement may be terminated under specific circumstances, including failure to close by April 28, 2023[67]. - The Exchange Ratio for the conversion of TV Ammo shares into True Velocity shares will be based on the total equity value and outstanding shares at the time of closing[56]. - TV Ammo equity holders representing approximately 66.34% of the shares have agreed to support the Merger Agreement and related transactions[73]. - Breeze's board will consist of seven directors, including two designees from Breeze and four from TV Ammo, with at least three independent directors[58]. - The Merger Agreement allows for capital raising of up to $100 million through private placements prior to the Closing[70]. Financial Proceeds and Costs - The company raised gross proceeds of $115,000,000 from its Initial Public Offering (IPO) by selling 11,500,000 units[25]. - Transaction costs incurred in connection with the IPO amounted to $4,099,907, including $2,300,000 in underwriting fees[28]. - Approximately $17.5 million remained on deposit in the Trust Account following recent redemptions[38]. - The company provided stockholders the opportunity to redeem shares at $10.35 per share during the stockholders' meetings, resulting in the redemption of 6,732,987 shares for $69,700,628[36]. - Approximately $12.5 million remained in the Trust Account following the redemptions[42]. - The Company executed multiple one-month extensions of the Trust Account, depositing $59,157 for each extension, totaling $354,942[40]. - The Company will redeem Public Shares at a per-share price of $10.56, plus any pro rata interest earned on the funds held in the Trust Account[41]. - The company anticipates structuring the initial business combination to acquire 100% of the target business or a controlling interest[93]. - The company intends to effectuate its initial business combination using cash from the proceeds of its initial public offering and private placement warrants, as well as potential debt financing[106]. - The company may seek to raise additional funds through private offerings of debt or equity securities to complete its initial business combination, targeting businesses larger than what could be acquired with the net proceeds of its initial public offering[108]. Stockholder and Redemption Rights - The company must complete a Business Combination with an aggregate fair market value of at least 80% of the assets held in the Trust Account[29]. - Stockholder approval is required for mergers with a target, while purchases of assets or stock not involving a merger do not require approval[117]. - If stockholder approval is required, a majority of the outstanding shares must vote in favor of the initial business combination for it to be approved[132]. - A public stockholder can only seek redemption rights for a maximum of 10% of the shares sold in the initial public offering if stockholder approval is sought[136]. - The company may conduct redemptions without stockholder votes under SEC tender offer rules, but will seek stockholder approval if required by law or for legal reasons[116]. - If the initial business combination is not completed, the redemption amount per public share as of March 26, 2023, would be approximately $10.595, but this amount may be reduced due to creditor claims[147]. - The company must ensure that net tangible assets remain above $5,000,001 upon consummation of the initial business combination[133]. - If public stockholders tender more shares than the company has offered to purchase, the tender offer will be withdrawn[130]. - The tender offer will remain open for at least 20 business days, and the company cannot complete the initial business combination until the expiration of this period[130]. - The company may complete its initial business combination even if a majority of public shareholders do not approve, as the initial stockholders have agreed to vote in favor[177]. Management and Operational Strategy - The management team has extensive experience in public offerings and acquisitions, with a focus on cost management to reduce capital and operating costs[19]. - The acquisition strategy focuses on identifying and acquiring companies in North America that can benefit from the management team's operational expertise[79]. - The management team has developed a broad network of contacts to identify acquisition opportunities, leveraging relationships with public and private companies, capital market participants, and investment banking firms[80]. - Target businesses are evaluated based on criteria such as the ability to generate significant free cash flow and potential for growth in shareholder value[81]. - A thorough due diligence review process will be conducted, including financial data analysis and management meetings[94]. Risks and Challenges - The company has no operating history or revenues, making it difficult for investors to evaluate its ability to achieve business objectives[174]. - The company faces competition from established entities with greater resources in identifying and effecting business combinations[159]. - The company has incurred substantial costs related to the Combination Agreement, which may not be recoverable if the transaction fails[173]. - The company may not have the resources to diversify its operations post-initial business combination, which could increase risks associated with being in a single line of business[111]. - The company may face conflicts of interest in determining appropriate business combination targets due to the financial stakes of its sponsors and executives[202]. - If the company cannot secure loans from sponsors or management, it may be unable to complete its initial business combination, leading to potential liquidation[210]. - Claims from third parties could reduce the proceeds in the trust account, resulting in public stockholders receiving less than $10.595 per share upon redemption[212]. - The company may face challenges in completing its initial business combination due to limited financial resources and significant competition, with public stockholders potentially receiving approximately $10.595 per share upon redemption[208]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[97]. - The company is also a "smaller reporting company," which permits reduced disclosure obligations[169]. - The company must maintain a minimum stockholders' equity of $2,500,000 and a minimum of 300 round-lot holders to remain listed on NASDAQ[204]. - The company acknowledges that competition from well-established entities may limit its ability to acquire sizable target businesses[208]. - The company has agreed to indemnify underwriters against certain liabilities, but the sponsor's ability to satisfy these obligations is uncertain[150].