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].
BREEZE HOLDINGS(BREZR) - 2023 Q4 - Annual Report