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].
BREEZE HOLDINGS(BREZR) - 2024 Q4 - Annual Report