Merger and Acquisition Activities - The company entered into a Merger Agreement with YD Biopharma, valuing the transaction at an equity value of $647,304,110[22][23]. - Breeze terminated the A&R Merger Agreement with TV Ammo on August 5, 2024, and is no longer pursuing the business combination[56]. - Breeze entered into a Merger Agreement with YD Biopharma on September 24, 2024, with a pre-transaction equity value of $647,304,110[61]. - The business combination with YD Biopharma is expected to close in April 2025, subject to customary closing conditions and approvals[59]. - Each share of Breeze common stock will convert into one ordinary share of Pubco at the Parent Merger Effective Time[60]. - The Exchange Ratio for YD Biopharma's shares will be based on the pre-transaction equity value divided by the number of fully-diluted shares outstanding[61]. - The board of directors of Pubco will consist of seven directors, including two from Breeze and four from YD Biopharma[62]. - The Merger Agreement includes customary representations, warranties, and covenants, including limitations on business operations prior to closing[63]. - The obligations to consummate the business combination are subject to the approval of stockholders from both Breeze and YD Biopharma[66]. - A PIPE Investment is planned to raise additional capital related to the business combination[71]. - A Lock-Up Agreement will restrict the sale of Pubco Common Stock for eight months post-closing, with conditions for early release[75]. Financial Performance and Position - 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[30]. - Transaction costs for the Initial Public Offering amounted to $4,099,907, including $2,300,000 in underwriting fees[33]. - As of December 31, 2024, the company had not commenced any operations and had cash of $101,674 available for working capital[29][33]. - The company has not generated any operating revenues and will only do so after completing its initial business combination[29]. - The company has approximately $10.5 million held in the trust account as of December 31, 2024, with $7.4 million paid out on January 2, 2025, due to redemptions from a Special Shareholders Meeting[103]. - The company has $101,674 of proceeds held outside the trust account as of December 31, 2024, to cover costs associated with dissolution[148]. - The company anticipates that funds for redeeming shares will be distributed promptly after the completion of the initial business combination[142]. - If the initial business combination is not completed, the company will redeem public shares at a per-share price equal to the aggregate amount in the trust account, estimated to be approximately $11.505 per share as of June 26, 2025[150]. Stockholder Rights and Redemption - The company will provide stockholders the opportunity to redeem shares for a pro rata portion of the Trust Account, initially $10.15 per share[35]. - A total of 6,732,987 shares were redeemed for $69,700,628 at $10.35 per share, leaving 7,907,013 shares outstanding after the redemption[40]. - Following the September 13, 2022 stockholders' meeting, approximately $17.5 million remained in the Trust Account after redemptions[42]. - On March 22, 2023, 509,712 shares were redeemed for $5,395,929 at $10.56 per share, leaving 4,320,484 shares outstanding after the redemption[45]. - Approximately $12.5 million remained in the Trust Account following the March 29, 2023 redemptions[46]. - On September 22, 2023, 21,208 shares were redeemed for $228,410 at $10.77 per share, leaving 4,299,276 shares outstanding after the redemption[48]. - The company will provide public stockholders the opportunity to redeem shares upon completion of the initial business combination, either through a stockholder meeting or a tender offer[132]. - If stockholder approval is required, a majority of the outstanding shares must vote in favor of the initial business combination for it to be completed[136]. - The company requires that public stockholders cannot redeem more than 10% of the shares sold in the initial public offering without prior consent, to prevent blocking the business combination[138]. - The redemption rights for public stockholders will extinguish their rights as stockholders, including the right to receive further liquidating distributions[145]. Management and Strategy - The company has a management team experienced in public offerings and acquisitions, with a focus on cost management[24][25]. - The acquisition strategy focuses on identifying and acquiring companies in North America that can benefit from the management team's operational expertise[77]. - The company aims to complete its initial business combination with a target business that can generate significant current free cash flow and has the potential for substantial growth in shareholder value[82]. - The management team will conduct thorough due diligence, including financial reviews and meetings with management, to evaluate potential target businesses[92]. - The management team will assess the intrinsic value of potential business combinations based on future cash flow potential and industry valuation metrics[93]. - The management team’s future role in the target business will be determined at the time of the initial business combination[114]. Regulatory and Compliance Matters - The company must complete a business combination with a fair market value of at least 80% of the assets held in the Trust Account[34]. - The company must maintain net tangible assets of at least $5,000,001 upon consummation of the initial business combination to avoid SEC "penny stock" rules[137]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[95]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[170]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations[171]. - The company is not required to provide quantitative and qualitative disclosures about market risk due to its smaller reporting company status[340]. Risks and Challenges - The company faces competition from other blank check companies, private equity groups, and operating businesses, which may limit its ability to acquire larger target businesses[162]. - The company may not have the resources to diversify its operations, which could subject it to risks associated with a single line of business[110]. - The company has not secured third-party financing for its initial business combination, and there is no assurance that such financing will be available[103]. - If the trust account proceeds are reduced below $11.505 per public share, the actual redemption amount may be less than this estimate due to creditor claims[154]. - The company is required to adopt a plan to address existing and pending claims for the next 10 years, with potential claims primarily from vendors and prospective target businesses[159]. - The trust account may be subject to bankruptcy claims, which could affect the ability to return $11.505 per share to public stockholders[160].
Breeze Acquisition (BREZ) - 2024 Q4 - Annual Report