Merger and Acquisition Activities - The company entered into a Merger Agreement with YD Biopharma, valuing the transaction at an equity value of $647,304,110[22][23]. - Breeze terminated the A&R Merger Agreement with TV Ammo on August 5, 2024, and is no longer pursuing the business combination[56]. - Breeze entered into a Merger Agreement with YD Biopharma on September 24, 2024, with a pre-transaction equity value of $647,304,110[61]. - The business combination with YD Biopharma is expected to close in April 2025, subject to customary closing conditions and approvals[59]. - Each share of Breeze common stock will convert into one ordinary share of Pubco at the Parent Merger Effective Time[60]. - The Exchange Ratio for YD Biopharma's shares will be based on the pre-transaction equity value divided by the number of fully-diluted shares outstanding[61]. - The board of directors of Pubco will consist of seven directors, including two from Breeze and four from YD Biopharma[62]. - The Merger Agreement includes customary representations, warranties, and covenants, including limitations on business operations prior to closing[63]. - The obligations to consummate the business combination are subject to the approval of stockholders from both Breeze and YD Biopharma[66]. - A PIPE Investment is planned to raise additional capital related to the business combination[71]. - A Lock-Up Agreement will restrict the sale of Pubco Common Stock for eight months post-closing, with conditions for early release[75]. Financial Performance and Position - The company completed its Initial Public Offering on November 25, 2020, raising 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]. - As of December 31, 2024, the company had not commenced any operations and had cash of $101,674 available for working capital[29][33]. - The company has not generated any operating revenues and will only do so after completing its initial business combination[29]. - The company has approximately $10.5 million held in the trust account as of December 31, 2024, with $7.4 million paid out on January 2, 2025, due to redemptions from a Special Shareholders Meeting[103]. - The company has $101,674 of proceeds held outside the trust account as of December 31, 2024, to cover costs associated with dissolution[148]. - The company anticipates that funds for redeeming shares will be distributed promptly after the completion of the initial business combination[142]. - If the initial business combination is not completed, the company will redeem public shares at a per-share price equal to the aggregate amount in the trust account, estimated to be approximately $11.505 per share as of June 26, 2025[150]. Stockholder Rights and Redemption - The company will provide stockholders the opportunity to redeem shares for a pro rata portion of the Trust Account, initially $10.15 per share[35]. - A total of 6,732,987 shares were redeemed for $69,700,628 at $10.35 per share, leaving 7,907,013 shares outstanding after the redemption[40]. - Following the September 13, 2022 stockholders' meeting, approximately $17.5 million remained in the Trust Account after redemptions[42]. - On March 22, 2023, 509,712 shares were redeemed for $5,395,929 at $10.56 per share, leaving 4,320,484 shares outstanding after the redemption[45]. - Approximately $12.5 million remained in the Trust Account following the March 29, 2023 redemptions[46]. - On September 22, 2023, 21,208 shares were redeemed for $228,410 at $10.77 per share, leaving 4,299,276 shares outstanding after the redemption[48]. - The company will provide public stockholders the opportunity to redeem shares upon completion of the initial business combination, either through a stockholder meeting or a tender offer[132]. - If stockholder approval is required, a majority of the outstanding shares must vote in favor of the initial business combination for it to be completed[136]. - The company requires that public stockholders cannot redeem more than 10% of the shares sold in the initial public offering without prior consent, to prevent blocking the business combination[138]. - The redemption rights for public stockholders will extinguish their rights as stockholders, including the right to receive further liquidating distributions[145]. Management and Strategy - The company has a management team experienced in public offerings and acquisitions, with a focus on cost management[24][25]. - The acquisition strategy focuses on identifying and acquiring companies in North America that can benefit from the management team's operational expertise[77]. - The company aims to complete its initial business combination with a target business that can generate significant current free cash flow and has the potential for substantial growth in shareholder value[82]. - The management team will conduct thorough due diligence, including financial reviews and meetings with management, to evaluate potential target businesses[92]. - The management team will assess the intrinsic value of potential business combinations based on future cash flow potential and industry valuation metrics[93]. - The management team’s future role in the target business will be determined at the time of the initial business combination[114]. Regulatory and Compliance Matters - The company must complete a business combination with a fair market value of at least 80% of the assets held in the Trust Account[34]. - The company must maintain net tangible assets of at least $5,000,001 upon consummation of the initial business combination to avoid SEC "penny stock" rules[137]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[95]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[170]. - The company is also classified as a "smaller reporting company," which allows for reduced disclosure obligations[171]. - The company is not required to provide quantitative and qualitative disclosures about market risk due to its smaller reporting company status[340]. Risks and Challenges - The company faces competition from other blank check companies, private equity groups, and operating businesses, which may limit its ability to acquire larger target businesses[162]. - The company may not have the resources to diversify its operations, which could subject it to risks associated with a single line of business[110]. - The company has not secured third-party financing for its initial business combination, and there is no assurance that such financing will be available[103]. - If the trust account proceeds are reduced below $11.505 per public share, the actual redemption amount may be less than this estimate due to creditor claims[154]. - The company is required to adopt a plan to address existing and pending claims for the next 10 years, with potential claims primarily from vendors and prospective target businesses[159]. - The trust account may be subject to bankruptcy claims, which could affect the ability to return $11.505 per share to public stockholders[160].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,189,744, consisting of a gain of $2,302,250 in the fair value of warrant liabilities and interest income of $135,536 [147]. - For the nine months ended September 30, 2024, the company had a net loss of $2,722,429, which included a loss of $1,354,000 in the fair value of warrant liabilities and operating costs of $1,844,532 [147]. - Cash used in operating activities for the nine months ended September 30, 2024, was $1,243,826, primarily due to a net loss of $2,722,429 [159]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its business combination [146]. Cash and Working Capital - As of September 30, 2024, the company had cash held in an interest-bearing trust account of $10,578,352, including $476,103 of interest income [158]. - The company had a working capital deficit of $9,819,425 as of September 30, 2024, compared to $7,849,292 as of December 31, 2023 [162]. - As of September 30, 2024, the Company had $2 in cash and negative working capital of $9,819,425 [168]. - The amount outstanding under the working capital loan from the Sponsor was $6,781,967 as of September 30, 2024 [165]. - The total amount owed to the Sponsor as of September 30, 2024 is $9,284,523, which includes $202,556 for expenses paid by the Sponsor [176]. Transaction Costs and Financing - The company incurred $4,099,907 in transaction costs related to its Initial Public Offering, including $2,300,000 in underwriting fees [152]. - The underwriters are entitled to a deferred fee of $3,162,500 based on 11,500,000 shares issued in the IPO, payable only upon completion of a business combination [178]. - The Company signed multiple promissory notes with the Sponsor, with the latest being for up to $7,500,000, maturing on December 26, 2024 [174]. - The Company expects to need additional funds to meet operating expenditures and may need to issue additional securities or incur debt to complete its business combination [171]. Business Combination and Future Plans - The company intends to use substantially all funds held in the trust account to complete its business combination [161]. - The company has executed multiple one-month extensions for its business combination deadline, with the latest extension allowing until June 26, 2025 [156]. - The Company has significant reliance on the completion of a business combination to continue its operations, as indicated by its financial statements [172]. - The Company has incurred significant costs in pursuit of its acquisition plans, raising substantial doubt about its ability to continue as a going concern [170]. Agreements and Obligations - The Company signed a Public Relations Agreement with Gateway Group, Inc., which includes a $20,000 Transaction Success Fee upon successful completion of a business combination [179]. - The Company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services [177]. Valuation and Assumptions - The valuation of the Company's Public and Private Placement Warrants is subject to various assumptions, which could materially impact their valuation [184].

Company Overview - YD Biopharma is a clinical-stage biopharmaceutical company focused on cancer prevention diagnostics and the development of exosome-based therapeutics [1][16] - The company aims to create a cancer-free world through advancements in biotechnology and has been recognized as a supplier of clinical trial drugs [2][16] Recent Developments - YD Biopharma has obtained patents and U.S. market authorization for core methylation detection of pancreatic cancer, establishing a dedicated laboratory for early detection and monitoring [4] - The company is in the process of acquiring licenses for advanced breast cancer detection technology from EG BioMed Taiwan, expected to close simultaneously with the merger [5] - Recently, YD Biopharma has also received authorization to use corneal mesenchymal stem cells and their exosomes for treating eye diseases [3] Strategic Partnerships - YD Biopharma has established notable partnerships, including being a clinical testing drug supplier for Novartis and licensing agreements with EG BioMed and 3D Global Biotech [9] - These partnerships validate YD Biopharma's capabilities and provide growth potential in various healthcare markets [9] Financial Overview - The proposed merger with Breeze Holdings is expected to result in a combined company with an estimated enterprise value of nearly $700 million, consisting of an estimated equity value of $715 million and $21 million in cash [1][11] - The cash proceeds from the merger will be utilized to expand production and continue the development of new technologies [12] Leadership and Vision - The company is led by Dr. Ethan Shen, who has a strong background in the pharmaceutical industry and is dedicated to eradicating cancer through early detection [6][14] - The management team has a strategic roadmap for accelerated growth and aims to deliver health problem detection at an earlier stage with minimal intervention [7][9]

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $17,103,566, primarily due to a gain of $17,476,250 in the fair value of warrant liabilities[121]. - For the six months ended June 30, 2024, the company incurred a net loss of $4,912,173, which included a loss of $3,656,250 in the fair value of warrant liabilities[121]. - For the six months ended June 30, 2023, cash used in operating activities was $1,053,129, with a net loss of $2,164,561[131]. Cash and Working Capital - As of June 30, 2024, the company had cash of $39,970 and a working capital deficit of $9,523,707, compared to cash of $4,228 and a working capital deficit of $7,849,292 as of December 31, 2023[119]. - As of June 30, 2024, cash used in operating activities was $1,222,258, resulting from a net loss of $4,912,173[130]. - The company had cash held in the trust account of $10,380,257 as of June 30, 2024, including $340,567 of interest[129]. - As of June 30, 2024, the Company had $39,970 in cash held outside of the Trust Account and negative working capital of $9,523,707[138]. Business Combination and Acquisition Plans - The merger agreement with TV Ammo was terminated on August 5, 2024, and the company is no longer pursuing this business combination[117]. - The company intends to use substantially all funds held in the trust account to complete its business combination[132]. - The company has the option to extend the deadline for completing a business combination up to six additional months, potentially until December 26, 2024[127]. - The Company expects to need additional funds to meet expenditures required for operating its business prior to a business combination[140]. Debt and Financial Obligations - The total amount owed to the Sponsor as of June 30, 2024 is $9,240,428, which includes $202,621 for expenses paid by the Sponsor on behalf of the Company[144]. - The Company signed multiple Amended Promissory Notes with the Sponsor, with the total amount increasing from $1,500,000 in February 2022 to $7,500,000 by July 2024[143]. - As of June 30, 2024, the amount outstanding under the Promissory Note was $6,737,807, which includes $5,811,109 for direct working capital[143]. - The underwriters are entitled to a deferred fee of $3,162,500 based on 11,500,000 shares issued in the IPO, payable only upon completion of a business combination[145]. - The Company does not have any long-term debt or capital lease obligations, other than a monthly fee of $5,000 for office space and support services[144]. Going Concern and Liquidity - The Company has incurred significant costs in pursuit of its acquisition plans, raising substantial doubt about its ability to continue as a going concern[139]. - The Company plans to address its liquidity needs through potential Working Capital Loans from the Sponsor or its affiliates[139]. - The financial statements do not include any adjustments that might result from the uncertainty regarding the Company's ability to continue as a going concern[141].

Financial Performance - For the three months ended March 31, 2024, the company reported a net loss of $22,015,739, primarily due to a loss of $21,132,500 in the fair value of warrant liabilities and operating costs of $1,047,041 [168]. - For the three months ended March 31, 2023, the net loss was $654,261, with cash used in operating activities amounting to $586,560 [197]. Cash Flow and Liquidity - Cash used in operating activities for the same period was $629,741, with cash provided by investing activities amounting to $121,724 and financing activities generating $751,724 [172]. - As of March 31, 2024, the company had cash held in an interest-bearing trust account totaling $13,268,833 [194]. - As of March 31, 2024, the cash held in the trust account was $13,268,833, including $169,580 of interest income [196]. - The company has withdrawn a total of $440,897 from the trust account for tax payments between May 2022 and September 2023 [196]. Working Capital and Obligations - The company has a working capital deficit of $8,985,992 as of March 31, 2024, compared to $7,849,292 as of December 31, 2023 [191]. - The outstanding amount under the Promissory Note as of March 31, 2024, was $6,087,658, which includes $5,242,109 for direct working capital [201]. - The company has a total obligation of $8,584,375 owed to the Sponsor as of March 31, 2024, including loans and expenses paid on behalf of the company [202]. Business Combination and Extensions - The company executed multiple one-month extensions for its business combination deadline, with the latest extension valid until September 26, 2023 [171]. - The company executed a total of six one-month extensions for its business combination deadline, with the first extension costing $59,157 [195]. - The company intends to use funds in the trust account to complete its business combination and finance operations of the target business [173]. - The company signed a Merger Proxy/Business Combination Rate Agreement with a $50,000 success fee upon completion of the merger with TV Ammo [203]. Revenue and Operations - The company has not generated any revenues to date and only incurs expenses related to being a public company and due diligence activities [192]. - The company may use up to $1,000,000 of loans from initial stockholders, convertible into warrants at $1.00 each, but the Sponsor has elected not to convert [198]. Internal Controls and Going Concern - The company has a material weakness in its internal control over financial reporting, affecting the accuracy of its income tax provision for the year ended December 31, 2023 [209]. - The company’s business plan is contingent on completing a business combination, raising substantial doubt about its ability to continue as a going concern [200].

Financial Performance - For the year ended December 31, 2023, the company reported a net loss of $2,549,111, which included a loss of $1,015,500 in the fair value of warrant liabilities and operating costs of $2,070,143[333]. - Cash used in operating activities for the year ended December 31, 2023 was $2,024,603, primarily due to the net loss and changes in working capital[573]. - As of December 31, 2023, the company had working capital deficits of $7,849,292, compared to $5,345,736 in the previous year[575]. Cash and Investments - The company had cash held in the interest-bearing trust account of $12,977,528 as of December 31, 2023[336]. - The company had cash used in investing activities of $5,308,141, which included extension payments and redemptions of common stock[573]. Business Operations and Strategy - The company executed multiple one-month extensions for its business combination deadline, with the latest extension through April 26, 2024[572]. - The company intends to use substantially all funds held in the trust account to complete its business combination and for working capital to finance operations[574]. - The company plans to address its financial obligations through a business combination or obtaining working capital loans, although success is not guaranteed[579]. Shareholder Actions - The company redeemed 6,732,987 shares of common stock for $69,700,628 during the stockholders' meeting held on May 5, 2022[336]. Liabilities - The total amount owed to the Sponsor as of December 31, 2023 was $7,814,506, which includes various promissory notes and expenses paid on behalf of the company[581].

IRVING, Texas, March 20, 2024 (GLOBE NEWSWIRE) -- Breeze Holdings Acquisition Corp. (NASDAQ:BREZ) (the "Company"), today announced that on March 15, 2024, the Company received a notification from Nasdaq indicating that the Nasdaq Hearings Panel (the "Panel") had granted the Company's request for continued listing on the exchange. In accordance with the Panel's determination, the Company must complete its initial business combination by May 28, 2024, and must demonstrate compliance with Nasdaq's initial list ...

IRVING, Texas and GARLAND, Texas, March 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"), will be participating in the 36th ...

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 th ...

GARLAND, Texas, Jan. 22, 2024 (GLOBE NEWSWIRE) -- Less than nine months after announcing a strategic development partnership, Texas-based advanced technology company True Velocity and FN America, global leader in the development and manufacture of high-quality, reliable firearms and other technologies for military customers, announced today their efforts to produce a 6.8TVCM conversion kit for existing M240 machine guns are nearing completion, with availability for defense procurement expected as soon as Q4 ...