IRVING, Texas and GARLAND, Texas, Feb. 14, 2024 (GLOBE NEWSWIRE) -- Breeze Holdings Acquisition Corp. (NASDAQ:BREZ) ("Breeze Holdings"), a publicly traded special purpose acquisition company, and TV Ammo, Inc., an advanced technology manufacturing and licensing company focused on revolutionizing the global ammunition and weapons industry through the introduction of its composite-cased ammunition, innovative weapons systems and advanced manufacturing technology ("TV Ammo"), today announced the filing with the U.S. Securities and Exchange Commission (the "SEC") of a registration statement on Form S-4 (the "Registration Statement"), which includes a preliminary proxy statement and a prospectus in connection with an Amended and Restated Merger Agreement and Plan of Reorganization, dated as of February 14, 2024 (the "A&R Merger Agreement"). Upon closing of the business combination between Breeze Holdings and TV Ammo contemplated by the A&R Merger Agreement (the "Business Combination"), True Velocity, Inc., a newly-formed holding company ("True Velocity"), will own both Breeze Holdings and TV Ammo and is expected to be listed on the Nasdaq Capital market ("Nasdaq").
Transaction Summary
Pursuant to and in accordance with the terms of the A&R Merger Agreement, a wholly-owned subsidiary of True Velocity will merge with and into Breeze Holdings and, immediately following the consummation of such merger, a second wholly-owned subsidiary of True Velocity will merge with and into TV Ammo, with both Breeze Holdings and TV Ammo surviving such mergers and becoming wholly-owned subsidiaries of True Velocity, and True Velocity will seek to become a publicly traded entity listed on Nasdaq.
In connection with the Business Combination, (i) the outstanding securities of TV Ammo will be converted into substantially equivalent securities of True Velocity, and (ii) the outstanding securities of Breeze Holdings will be converted into substantially equivalent securities of True Velocity.
The description of the Business Combination provided here is only a summary and should be considered as qualified in its entirety by the A&R Merger Agreement. The A&R Merger Agreement amended and restated the Merger Agreement and Plan of Reorganization previously entered into by Breeze Holdings and TV Ammo on October 31, 2022, which was disclosed in Breeze Holdings' Current Report on Form 8-K filed with the SEC on November 1, 2022, to, among other things, change the legal structure of the business combination and to extend the term of the agreement. Breeze Holdings will file a Current Report on Form 8-K with the SEC disclosing the material terms of the A&R Merger Agreement. In addition, a copy of the A&R Merger Agreement was filed as an exhibit to the Registration Statement.
The transaction has been unanimously approved by the boards of directors of both True Velocity and Breeze Holdings. It is expected to close in the second quarter of 2024, subject to regulatory and stockholder approvals, and other customary closing conditions. Additional information may be found in the Registration Statement.
Upon completion of the transaction, True Velocity will be led by Kevin Boscamp, Founder, Chairman and CEO; Chris Tedford, COO; and Craig Etchegoyen, President and Chief IP Officer. The Company's approximate 110 employees have more than 200 years of combined military service and are experts in manufacturing, technology, engineering, and quality control.
Advisors
IB Capital LLC is acting as M&A advisor to TV Ammo. Lathrop GPM LLP and Shearman & Sterling LLP are acting as legal advisors to TV Ammo. I-Bankers Securities, Inc. is acting as financial advisor to Breeze Holdings. ArentFox Schiff LLP and Woolery & Co PLLC are acting as legal advisors to Breeze Holdings. Marshall & Stevens Transaction Advisory Services LLC is acting as the fairness opinion provider to the board of directors of Breeze Holdings.
About TV Ammo, Inc.
TV Ammo is an advanced technology manufacturing and licensing company based in Garland, Texas, with a current emphasis on composite ammunition, lightweight machine guns and suppressors. Founded in 2012, TV Ammo has approximately 315 patents pending or issued surrounding its products, technology and manufacturing processes. TV Ammo is focused on revolutionizing the ammunition and weapons industry through the introduction of its composite-cased ammunition, innovative weapons systems and advanced manufacturing technology. TV Ammo products are manufactured in the U.S. in a state-of-the-art, 66,000-square-foot facility. TV Ammo's proprietary composite cartridge is designed to provide significant logistical advantages over traditional brass-cased ammunition and give ...