425: Breeze Holdings Receives Nasdaq Approval for Continued Listing, Must Complete Business Combination by May 28, 2024

Breeze Holdings Acquisition Corp. has been granted continued listing on the Nasdaq, contingent upon completing its initial business combination by May 28, 2024, and demonstrating compliance with Nasdaq's initial listing requirements.

Summary

• Breeze Holdings Acquisition Corp. received notification from Nasdaq on March 15, 2024, that its request for continued listing has been approved.
• The approval is conditional upon the company completing its initial business combination by May 28, 2024.
• Breeze Holdings must also demonstrate compliance with Nasdaq Listing Rule 5405.
• The Nasdaq decision relates to a previous notice received on November 27, 2023, regarding non-compliance with Nasdaq IM-5101-2, which requires SPACs to complete a business combination within 36 months of their IPO.
• Breeze Holdings is pursuing a business combination with TV Ammo, Inc., an advanced technology manufacturing and licensing company focused on composite ammunition and weapons systems.
• TV Ammo has approximately 315 patents pending or issued surrounding its products, technology and manufacturing processes.
• True Velocity, Inc. has filed a registration statement on Form S-4 with the SEC, including a proxy statement/prospectus for the proposed transaction.
• Investors are urged to read the registration statement, proxy statement/prospectus, and other relevant documents filed with the SEC.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While the company received an extension, it still faces a tight deadline and potential delisting if the business combination is not completed. The focus on TV Ammo's technology is a positive aspect.

Positives

• Nasdaq has granted Breeze Holdings continued listing, providing an opportunity to complete its business combination.
• The company has a clear deadline of May 28, 2024, to finalize the transaction.
• TV Ammo has approximately 315 patents pending or issued surrounding its products, technology and manufacturing processes.
• The company is focused on revolutionizing the ammunition and weapons industry through the introduction of its composite-cased ammunition, innovative weapons systems and advanced manufacturing technology.

Negatives

• Breeze Holdings was previously notified of non-compliance with Nasdaq IM-5101-2, indicating a delay in completing a business combination within the required timeframe.
• Failure to complete the business combination by May 28, 2024, will result in delisting.

Risks

• The ability of Breeze Holdings to complete the business combination with TV Ammo by May 28, 2024.
• The risk of not meeting Nasdaq Listing Rule 5405.
• Potential failure to realize the anticipated benefits of the proposed transaction.
• The risk that the proposed transaction may not be completed by Breeze Holdings business combination deadline.
• 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 TV Ammo, 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.
• The occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement.
• The effect of the announcement or pendency of the proposed transaction on TV Ammos business relationships, performance and business generally.
• Risks that the proposed transaction disrupts current plans and operations of TV Ammo and any potential difficulties in TV Ammo employee retention as a result of the proposed transaction.
• The outcome of any legal proceedings that may be instituted against TV Ammo or Breeze Holdings related to the definitive merger agreement or the proposed transaction or any product liability or regulatory lawsuits or proceedings relating to TV Ammos products or services.
• The ability to maintain the listing of Breeze Holdings (and after the closing of the proposed transaction, True Velocitys) securities on the Nasdaq Capital Market.
• Potential volatility in the price of Breeze Holdings (and after the closing of the proposed transaction, True Velocitys) securities due to a variety of factors, including changes in the competitive and highly regulated industries in which TV Ammo operates, variations in performance across competitors, changes in laws and regulations affecting TV Ammos business, and changes in the combined companys capital structure.
• The ability to implement business plans, identify and realize additional opportunities and achieve forecasts and other expectations after the completion of the proposed transaction.
• The risk of downturns and the possibility of rapid change in the highly competitive industries in which TV Ammo operates or the markets that TV Ammo targets.
• The inability of TV Ammo and its current and future collaborators to successfully develop and commercialize TV Ammos products and services in the expected time frame or at all.
• 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.
• The costs of the proposed transaction.

Future Outlook

Breeze Holdings must complete its initial business combination by May 28, 2024, and demonstrate compliance with Nasdaq's initial listing requirements to maintain its listing.

Industry Context

This announcement is typical for SPACs facing deadlines to complete their business combinations. The extension granted by Nasdaq provides Breeze Holdings with additional time to finalize its merger with TV Ammo, aligning with the broader trend of SPACs seeking extensions to navigate complex deal-making environments.

Comparison to Industry Standards

• Many SPACs face similar challenges in completing mergers within the initial timeframe, often requesting extensions from exchanges.
• The requirement to demonstrate compliance with Nasdaq Listing Rule 5405 is a standard condition for continued listing in such cases.
• The 36-month rule for SPACs to complete a business combination is a common industry benchmark, and non-compliance often leads to delisting warnings.

Stakeholder Impact

• Shareholders are impacted by the potential delisting if the business combination is not completed.
• Employees of both Breeze Holdings and TV Ammo are affected by the uncertainty surrounding the merger.
• The outcome of the business combination will impact the future direction of both companies.

Next Steps

• Breeze Holdings must complete its business combination with TV Ammo by May 28, 2024.
• The company must demonstrate compliance with Nasdaq Listing Rule 5405.
• Investors should review the Proxy Statement/Prospectus filed with the SEC.

Key Dates