Breeze Holdings Acquisition in an 8-K said its securities have been delisted from the Nasdaq after the SPAC failed to complete its initial business combination by a May 28 deadline, while demonstrating compliance with Nasdaq’s initial listing requirements. The exchange had notified Breeze of non-compliance with a listing rule requiring blank-check firms to complete a deal within 36 months of their IPO registration statement.
The SPAC indicated it would apply to list OTC.
Breeze has a merger agreement with TV Ammo, 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 would be renamed True Velocity if the merger closes.
The deal is now complicated by a closing requirement that the combined company be listed on the Nasdaq.
Breeze shareholders last year approved a deadline extension up to June 26 this year, although further redemptions left the SPAC with $12.6 million in trust, according to a regulatory filing.
Despite the delisting from the Nasdaq, “it remains the intention of the company to continue to pursue the business combination with TV Ammo, as well as the listing of True Velocity on Nasdaq,” Breeze said in the 8-K. “Likewise, the company does not expect the de-listing of the company’s securities to have any impact on the conversion of the company’s common stock, rights and warrants to securities of True Velocity in connection with the closing of the business combination as specified in the registration statement on Form S-4 filed by True Velocity.”
At deal announcement in November 2022, the combined company was expected to have an estimated post-transaction enterprise value of $1.21 billion, consisting of an equity value of $1.24 billion, $76.8 million in cash and $50 million in debt.
Founded in 2012, Texas-based TV Ammo has approximately 315 patents pending or issued surrounding its products, technology and manufacturing processes.
Breeze originally raised $100 million in a November 2020 IPO with plans to target natural gas and crude oil companies. Read more.
