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].
BREEZE HOLDINGS(BREZR) - 2022 Q4 - Annual Report