TV Ammo, Inc. entered into a definitive agreement to acquire Breeze Holdings Acquisition Corp. (NasdaqCM:BREZ) from a group of shareholders for approximately $1.2 billion in a reverse merger transaction on October 31, 2022. Under the transaction, the combined company will have an estimated post-transaction enterprise value of $1.21 billion, consisting of an estimated equity value of $1.24 billion, $76.8 million in cash and $50 million in debt. The aggregate consideration to be received by the TV Ammo stockholders, warrant holders, and option holders is based on a pre-transaction equity value of $1,185,234,565, and results in a combined company equity value of approximately $1.24 billion. The transaction is subject to 15% earnout milestones. Upon closing, existing TV Ammo shareholders will own 95.4%, Breeze public shares will own 1.9% and Breeze insider shares will own 2.7% of the combined company. Existing TV Ammo equity holders to roll 100% of their equity along with partial debt to equity conversion. Under the terms of the business combination agreement, a wholly owned subsidiary of Breeze will merge with and into TV Ammo, with TV Ammo surviving as a wholly owned subsidiary of Breeze. Upon closing, Breeze Holdings will be renamed "True Velocity, Inc." and its common stock is expected to trade on the Nasdaq Capital Market. Under certain circumstances, if the Merger Agreement is validly terminated by Breeze, TV Ammo will pay Breeze a fee equal to the actual documented expenses incurred by Breeze in connection with the Business Combination of up to $1 million (“Expense Reimbursement”).

Upon completion of the transaction, TV Ammo will continue to be led by Kevin Boscamp, Founder, Chairman and Co-Chief Executive Officer; Chris Tedford, Co-Chief Executive Officer; Craig Etchegoyen, President and Chief IP Officer; and Jeff Cutshall, Chief Financial Officer. After the closing of the Business Combination, Breeze's board of directors shall consist of seven directors, consisting of two Breeze designees (at least one of whom shall be an “independent director”), four TV Ammo designees (at least three of whom shall be “independent directors”) and the Chief Executive Officer of the combined company. Additionally, certain current TV Ammo management personnel will become officers of Breeze.

The transaction is subject to subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals, the expiration or termination of the applicable waiting period under the HSR Act, Breeze's Form S-4 registration statement becoming effective, delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination, the shares of Breeze Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market, Breeze having cash on hand (inclusive of proceeds from certain permitted financings) of at least $30 million, execution of lock-Up agreements, all directors and officers of Breeze that have not been designated to serve as directors and officers of Breeze shall have resigned, and the required approval by the stockholders of Breeze and TV Ammo. The transaction has been unanimously approved by the boards of directors of both TV Ammo and Breeze Holdings. The transaction is expected to close in the first quarter of 2023. As of February 16, 2023, transaction is expected to close in the second quarter of 2023. TV Ammo intends to use the proceeds from the transaction to facilitate expansion into new markets and distribution channels, increase manufacturing capacity to 50-60 million rounds in 2023, and fund general corporate and marketing expenses associated with its anticipated growth plans.

Stout Capital, LLC and IB Capital LLC acted as the financial advisor to TV Ammo. JC Anderson of Lathrop GPM LLP and Alain Dermarkar, John Menke and Bill Nelson of Shearman & Sterling LLP acted as the legal advisors to TV Ammo. I-Bankers Securities, Inc. acted as the financial advisor, while Marshall & Stevens Transaction Advisory Services LLC acted as the fairness opinion provider to the board of directors of Breeze Holdings. Mathew J. Saur of Woolery & Co. PLLC and Ralph V. De Martino of ArentFox Schiff LLP acted as the legal advisors to Breeze. Breeze Holdings Acquisition Corp. engaged D.F. King & Co to assist in the solicitation of proxies for the Special Meeting and agreed to pay D.F. King a fee of $5,000 plus a discretionary success fee.