Filed by Breeze Holdings
Acquisition Corp.
pursuant to Rule 425 under the Securities Act
of 1933,
as amended and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act
of 1934,
as amended
Subject Company: Breeze Holdings Acquisition
Corp.
(Commission File No. 001- 39718)
Date: July 24, 2023
True Velocity Acquires Suppressor Manufacturer
Delta P Design
Strategic acquisition further bolsters True
Velocity’s portfolio of American-made next-generation weapon system technology
GARLAND, Texas (July 24, 2023) –
Texas-based ammunition manufacturer TV Ammo, Inc. (“True Velocity”) announced today it has acquired advanced suppressor technology
company Delta P Design (“Delta P”).
The strategic acquisition, approved by the True
Velocity Board of Directors earlier this month, further strengthens the company’s portfolio of American-made advanced, lightweight
ammunition technology and next-generation weapon systems.
True Velocity’s initial focus was on the
deployment of advanced, lightweight polymer-cased ammunition solutions in the domestic and international defense markets, as well as the
U.S. commercial market, but this merger with Delta P, on top of the previous acquisition of Lone Star Future Weapons in November 2021,
demonstrates the company’s accelerated expansion into a growing global market for advanced weapon system technology made in the
United States.
“True Velocity owns world-class ammunition
technology, world-class machine gun technology and, now with the acquisition of Delta P, world-class suppressor technology,” said
True Velocity President and Lone Star Future Weapons Chairman Craig Etchegoyen. “The only rule we have, when it comes to providing
the very best technology to our warfighters, is that it must be American-made. With the acquisition of Delta P, we now have the ability
to provide our warriors with superior ammunition, superior weapons and superior suppressors, all made here in America.”
Delta P’s innovative, American-made centerfire
rifle suppressors and accessories enable enhanced weapon performance through weight, sound and flash reduction, while maintaining optimal
functionality and maneuverability. It is the only suppressor technology available that has been proven to function with full reliability
on machine gun platforms. True Velocity expects to optimize Delta P’s suppressor technology for military and commercial applications
in conjunction with its innovative recoil mitigation technology and advanced weapon system designs. Foremost among those weapon systems
is True Velocity’s forthcoming .338 Norma Lightweight Medium Machine Gun, which is the product of more than 12 years of design and
development work at General Dynamics Ordnance & Tactical Systems and more than 300,000 rounds of test firing. Lone Star Future Weapons
licensed this and other weapon technology from General Dynamics in 2021, prior to Lone Star being acquired by True Velocity.
“At Delta P Design we have partnered closely
with True Velocity for several years to develop signature suppression solutions for their various weapon platforms,” said Delta
P Design Director of Business Development David Strong. “We are excited to take this next step in our relationship, which will allow
us to propagate our unique technology to users and partners worldwide. We believe that the combination of Delta P Design suppressors with
True Velocity lightweight ammunition and weapon designs, will provide the U.S. military and allied nations with a critical overmatch capability,
along with helping to solve many health and safety issues to the benefit of our warfighters. We are equally excited at the opportunity
to bring these technologies to the civilian firearms market, where health and safety are likewise important.”
True Velocity acquired all outstanding equity
interests of Springfield, Oregon-based Delta P on a cash- and debt-free basis in a reverse triangular merger. The merger is treated as
a tax-free reorganization and closed in July 2023.
“We’re extremely excited to make Delta
P part of the True Velocity family,” said True Velocity Chairman and Co-CEO Kevin Boscamp. “They’ve demonstrated a culture
of innovation in the suppressor space that matches our standard of excellence and will only enhance our ability to take ammunition and
weapon technology to the next level.”
True Velocity’s composite-cased ammunition
is designed to offer extensive advantages over traditional brass-cased ammunition, including exceptional dimensional consistency, significantly
enhanced accuracy, reduced heat transfer, and an approximate 30 percent reduction in weight over traditional brass-cased cartridges. The
company’s advanced weapon technology offers a patented impulse-averaging recoil mitigation system and other innovative features
producing improved performance and extreme precision.
About True Velocity and its Proposed Business
Combination with Breeze Holdings
True Velocity is an advanced technology and composite
manufacturing company based in Garland, Texas. Founded in 2010, True Velocity has approximately 300 patents pending or issued surrounding
its products, technology and manufacturing processes. True Velocity is focused on revolutionizing the ammunition industry through the
use of composite materials. True Velocity products are manufactured in the U.S. in a state-of-the-art, 66,000-square-foot facility. True
Velocity’s proprietary composite cartridge is designed to provide significant logistical advantages over traditional brass-cased
ammunition and give end users unmatched accuracy, repeatability, and reliability, all in a light-weight cartridge.
For more information, visit tvammo.com.
As previously announced on November 1, 2022, TV
Ammo, Inc. (“True Velocity”) entered into a business combination agreement with Breeze Holdings Acquisition Corp. (“Breeze
Holdings”) (NASDAQ: BREZ), a publicly traded special purpose acquisition company, pursuant to which a newly formed wholly owned
subsidiary of Breeze Holdings will merge with and into True Velocity, with True Velocity surviving as a wholly owned subsidiary of Breeze
Holdings. Upon closing of the transaction, Breeze Holdings will be renamed “True Velocity, Inc.” and its common stock is expected
to trade on the Nasdaq Capital Market. The transaction is expected to close in the second half of 2023, subject to the satisfaction of
customary closing conditions, including certain regulatory and shareholder approvals.
About Delta P Design
Delta P Design delivers proven solutions for signature
suppression of machine guns and other hard-to-suppress weapon systems for military applications, as well as high-performance signature
suppressors for civilian firearms. Since 2014, Delta P Design has developed these solutions using state-of-the-art 3D metal printing technology,
which allows for unique design geometries and extreme durability. Rather than traditional designs and machining practices, which date
to the early 20th Century and are commonly used in suppressor fabrication, 3D metal printing allows unique, intricate internal geometries
that are otherwise impossible to fabricate. The result is a single continuously forged structure using space-age metal alloys, which provide
high strength at extreme temperatures. Delta P Design holds numerous, fundamental patents for the design and production of signature suppressors
using this technology. These patents address critical health and safety requirements that have emerged in recent years.
For more information, visit www.deltapdesign.com.
About Breeze Holdings Acquisition Corp.
Breeze Holdings is a blank check company organized
for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar
business combinations with one or more businesses or entities.
Additional Information and Where to Find It
This press release relates to a proposed business
combination transaction involving Breeze Holdings and True Velocity. In connection with the proposed transaction, Breeze Holdings intends
to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include
a proxy statement of Breeze Holdings and that also will constitute a prospectus of True Velocity, Inc. with respect to the shares of True
Velocity, Inc. common stock to be issued in the proposed transaction (the “Proxy Statement/Prospectus”). This document is
not a substitute for the Proxy Statement/Prospectus. The definitive Proxy Statement/Prospectus (if and when available) will be delivered
to Breeze Holdings’ and True Velocity’s stockholders. Breeze Holdings may also file other relevant documents regarding the
proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF BREEZE HOLDINGS
AND TRUE VELOCITY AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT BREEZE HOLDINGS, TRUE VELOCITY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and security holders of Breeze Holdings
and True Velocity may obtain free copies of the Registration Statement and Proxy Statement/Prospectus (if and when available) and other
documents that are filed or will be filed with the SEC by Breeze Holdings through the website maintained by the SEC at www.sec.gov. Copies
of the documents filed with the SEC by Breeze Holdings will be available free of charge at Breeze Holdings Acquisition Corp., 955 W. John
Carpenter Fwy., Suite 100-929, Irving, TX 75039, attention: J. Douglas Ramsey.
Participants in the Solicitation
Breeze Holdings, True Velocity and certain of
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Breeze Holdings and True Velocity in respect of the proposed transaction. Information about Breeze Holdings’ directors and executive
officers and their ownership of Breeze Holdings common stock is set forth in Breeze Holdings’ filings with the SEC, including its
Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023 (the “Annual Report”).
To the extent that holdings of Breeze Holdings’ securities have changed since the amounts included in the Annual Report, such changes
have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained
in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction when they
become available. You may obtain free copies of these documents as described in the preceding paragraph.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, among other things, statements
regarding the anticipated benefits and impact of the proposed transaction on the combined company’s business and future financial
and operating results, the anticipated timing of closing of the proposed transaction, the anticipated growth of the industries and markets
in which True Velocity competes, the success and customer acceptance of True Velocity’s product and service offerings and other
aspects of True Velocity’s operations, plans, objectives, opportunities, expectations or operating results, the expected ownership
structure of the combined company and the likelihood and ability of the parties to successfully consummate the proposed transaction. Words
such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,”
“intend,” “estimated,” “target,” “project,” and similar phrases or words of similar meaning
that denote future expectations or intent regarding the combined company’s financial results, operations and other matters are intended
to identify forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Such forward-looking
statements are based upon the current beliefs and expectations of management and are inherently subject to significant business, economic
and competitive risks, uncertainties and other factors, both known and unknown, which are difficult to predict and generally beyond our
control and that may cause actual results and the timing of future events to differ materially from the results and timing of future events
anticipated by the forward-looking statements in this press release, including but not limited to: (i) the ability of the parties to complete
the proposed transaction within the time frame anticipated or at all, which may adversely impact the price of Breeze Holdings’ securities;
(ii) the failure to realize the anticipated benefits of the proposed transaction or those benefits taking longer than anticipated to be
realized; (iii) the risk that the proposed transaction may not be completed by Breeze Holdings’ business combination deadline and
the potential failure to obtain further extensions of the business combination deadline if sought by Breeze Holdings; (iv) the failure
to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the definitive merger agreement by
the stockholders of Breeze Holdings or True Velocity, the satisfaction of the minimum cash amount following redemptions by the public
stockholders of Breeze Holdings, the receipt of any required governmental or regulatory approvals or the failure to meet the Nasdaq listing
standards in connection with the closing of the proposed transaction; (v) the lack of a third party valuation in determining whether or
not to pursue the proposed transaction; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination
of the definitive merger agreement; (vii) the impact of the COVID-19 pandemic or related governmental or regulatory orders; (viii) the
effect of the announcement or pendency of the proposed transaction on True Velocity’s business relationships, performance and business
generally; (ix) risks that the proposed transaction disrupts current plans and operations of True Velocity and any potential difficulties
in True Velocity employee retention as a result of the proposed transaction; (x) the outcome of any legal proceedings that may be instituted
against True Velocity or Breeze Holdings related to the definitive merger agreement or the proposed transaction or any product liability
or regulatory lawsuits or proceedings relating to True Velocity’s products or services; (xi) the ability to maintain the listing
of Breeze Holdings’ (and after the closing of the proposed transaction, True Velocity, Inc.’s) securities on the Nasdaq Capital
Market; (xii) potential volatility in the price of Breeze Holdings’ securities due to a variety of factors, including changes in
the competitive and highly regulated industries in which True Velocity operates, variations in performance across competitors, changes
in laws and regulations affecting True Velocity’s business, and changes in the combined company’s capital structure; (xiii) the
ability to implement business plans, identify and realize additional opportunities and achieve forecasts and other expectations after
the completion of the proposed transaction; (xiv) the risk of downturns and the possibility of rapid change in the highly competitive
industries in which True Velocity operates or the markets that True Velocity targets; (xv) the inability of True Velocity and its current
and future collaborators to successfully develop and commercialize True Velocity’s products and services in the expected time frame
or at all; (xvi) the risk that the combined company may never achieve or sustain profitability or may need to raise additional capital
to execute its business plan, which may not be available on acceptable terms or at all; and (xvii) the costs of the proposed transaction.
The forward-looking statements contained in this press release are also subject to additional risks, uncertainties and factors, including
those described in Breeze Holdings’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents
filed or to be filed with the SEC by Breeze Holdings from time to time. You are cautioned not to place undue reliance on forward-looking
statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions
that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. The forward-looking
statements included in this press release are made only as of the date hereof, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after the date hereof. Forecasts and estimates regarding True Velocity’s
industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates
will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only,
are not forecasts and may not reflect actual results.
No Offer or Solicitation
This press release is for informational purposes
only and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or to buy any securities
or a solicitation of any proxy, consent, vote or approval with respect to any securities in respect of the proposed transaction and is
not a substitute for the Proxy Statement/Prospectus or any other document that Breeze Holdings may file with the SEC or send to Breeze
Holdings’ or True Velocity’s stockholders in connection with the proposed transaction. No offer, sale, issuance or transfer
of securities shall be made in any jurisdiction in which such offer, sale, issuance or transfer would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction.
Contacts:
True Velocity
Pat Hogan
Executive Vice President of Corporate Communications
(770) 500-0279
press@tvammo.com
Breeze Holdings Acquisition Corp.
Investor Relations
Cody Slach and Cody Cree
Gateway Group
(949) 574-3860
BREZ@gateway-grp.com
6
Breeze Holdings Acquisit... (NASDAQ:BREZ)
Graphique Historique de l'Action
De Août 2024 à Sept 2024
Breeze Holdings Acquisit... (NASDAQ:BREZ)
Graphique Historique de l'Action
De Sept 2023 à Sept 2024