Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 12, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BREEZE HOLDINGS ACQUISITION CORP. | |
Entity Central Index Key | 0001817640 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity File Number | 001-39718 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1849315 | |
Entity Address, Address Line One | 955 W. John Carpenter Freeway | |
Entity Address, Address Line Two | Suite 100-929 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75039 | |
City Area Code | (619) | |
Local Phone Number | 500-7747 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 4,299,276 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | BREZ | |
Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights exchangeable into one-twentieth of one share of common stock | |
Security Exchange Name | NASDAQ | |
Trading Symbol | BREZR | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share | |
Security Exchange Name | NASDAQ | |
Trading Symbol | BREZW |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 181,681 | $ 14,129 |
Prepaid expenses | 149,052 | 160,503 |
Prepaid franchise taxes | 10,000 | |
Total Current Assets | 349,405 | 202,705 |
Cash and marketable securities held in Trust Account | 12,688,162 | 17,730,969 |
Total Assets | 13,037,567 | 17,933,674 |
Current liabilities | ||
Accounts payable and accrued expenses | 210,422 | 67,500 |
Franchise tax payable | 79,648 | |
Excise tax payable | 56,270 | |
Income tax payable | 3,939 | 2,089 |
Total Current Liabilities | 7,547,853 | 5,550,530 |
Warrant liabilities | 3,215,750 | 1,184,750 |
Total Liabilities | 10,763,603 | 6,735,280 |
Commitments | ||
Common stock subject to possible redemption, 1,159,276 and 1,690,196 shares at redemption value as of September 30, 2023 and December 31, 2022, respectively | 12,525,978 | 17,730,156 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized;3,140,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022 (excluding common stock subject to possible redemption, 1,159,276 and 1,690,196 shares at redemption value as of September 30, 2023 and December 31, 2022, respectively) | 315 | 315 |
Additional paid-in capital | ||
Accumulated deficit | (10,252,329) | (6,532,077) |
Total Stockholders’ Deficit | (10,252,014) | (6,531,762) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | 13,037,567 | 17,933,674 |
Sponsor [Member] | ||
Current assets | ||
Due from Sponsor | 18,672 | 18,073 |
Current liabilities | ||
Due to Sponsor | $ 7,197,574 | $ 5,480,941 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (PARENTHETICAL) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 13, 2022 | May 05, 2022 |
Statement Of Financial Position [Abstract] | ||||
Common stock subject to possible redemption, shares at redemption value | 1,159,276 | 1,690,196 | 1,690,196 | 4,767,013 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | 3,140,000 | 3,140,000 | ||
Common stock, shares outstanding | 3,140,000 | 3,140,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Operating costs | $ 369,952 | $ 523,629 | $ 1,563,416 | $ 1,610,619 |
Loss from operations | 369,952 | 523,629 | 1,563,416 | 1,610,619 |
Other income: | ||||
Interest income | 166,547 | 813 | 387,058 | 813 |
Unrealized gain on marketable securities held in Trust Account | 69,760 | 188,904 | ||
Change in fair value of warrant liabilities | (846,250) | 1,916,000 | (2,031,000) | 6,262,250 |
Total other income | (679,703) | 1,986,573 | (1,643,942) | 6,451,967 |
Income (loss) before income taxes | (1,049,655) | 1,462,944 | (3,207,358) | 4,841,348 |
Income tax expense | 26,939 | 3,715 | 33,797 | 3,715 |
Net (loss) income | $ (1,076,594) | $ 1,459,229 | $ (3,241,155) | $ 4,837,633 |
Basic weighted average shares outstanding | 4,318,640 | 7,338,471 | 4,471,096 | 10,798,286 |
Diluted weighted average shares outstanding | 4,318,640 | 7,338,471 | 4,471,096 | 10,798,286 |
Basic net (loss) income per share of Common Stock | $ (0.25) | $ 0.2 | $ (0.72) | $ 0.45 |
Diluted net (loss) income per share of Common Stock | $ (0.25) | $ 0.2 | $ (0.72) | $ 0.45 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ (8,919,146) | $ 315 | $ (8,919,461) | |
Beginning Balance, Shares at Dec. 31, 2021 | 3,140,000 | |||
Accretion of Common Stock to redemption value | (1,150,000) | (1,150,000) | ||
Net (loss) income | 2,567,790 | 2,567,790 | ||
Ending Balance at Mar. 31, 2022 | (7,501,356) | $ 315 | (7,501,671) | |
Ending Balance, Shares at Mar. 31, 2022 | 3,140,000 | |||
Beginning Balance at Dec. 31, 2021 | (8,919,146) | $ 315 | (8,919,461) | |
Beginning Balance, Shares at Dec. 31, 2021 | 3,140,000 | |||
Net (loss) income | 4,837,633 | |||
Ending Balance at Sep. 30, 2022 | (5,304,883) | $ 315 | (5,305,198) | |
Ending Balance, Shares at Sep. 30, 2022 | 3,140,000 | |||
Beginning Balance at Mar. 31, 2022 | (7,501,356) | $ 315 | (7,501,671) | |
Beginning Balance, Shares at Mar. 31, 2022 | 3,140,000 | |||
Accretion of Common Stock to redemption value | (14,213) | (14,213) | ||
Net (loss) income | 810,614 | 810,614 | ||
Ending Balance at Jun. 30, 2022 | (6,704,955) | $ 315 | (6,705,270) | |
Ending Balance, Shares at Jun. 30, 2022 | 3,140,000 | |||
Accretion of Common Stock to redemption value | (59,157) | (59,157) | ||
Net (loss) income | 1,459,229 | 1,459,229 | ||
Ending Balance at Sep. 30, 2022 | (5,304,883) | $ 315 | (5,305,198) | |
Ending Balance, Shares at Sep. 30, 2022 | 3,140,000 | |||
Beginning Balance at Dec. 31, 2022 | (6,531,762) | $ 315 | (6,532,077) | |
Beginning Balance, Shares at Dec. 31, 2022 | 3,140,000 | |||
Accretion of Common Stock to redemption value | (173,001) | (173,001) | ||
Excise taxes payable | (53,959) | (53,959) | ||
Net (loss) income | (654,261) | (654,261) | ||
Ending Balance at Mar. 31, 2023 | (7,412,983) | $ 315 | (7,413,298) | |
Ending Balance, Shares at Mar. 31, 2023 | 3,140,000 | |||
Beginning Balance at Dec. 31, 2022 | (6,531,762) | $ 315 | (6,532,077) | |
Beginning Balance, Shares at Dec. 31, 2022 | 3,140,000 | |||
Net (loss) income | (3,241,155) | |||
Ending Balance at Sep. 30, 2023 | (10,252,014) | $ 315 | (10,252,329) | |
Ending Balance, Shares at Sep. 30, 2023 | 3,140,000 | |||
Beginning Balance at Mar. 31, 2023 | (7,412,983) | $ 315 | (7,413,298) | |
Beginning Balance, Shares at Mar. 31, 2023 | 3,140,000 | |||
Accretion of Common Stock to redemption value | (123,951) | (123,951) | ||
Net (loss) income | (1,510,300) | (1,510,300) | ||
Ending Balance at Jun. 30, 2023 | (9,047,234) | $ 315 | (9,047,549) | |
Ending Balance, Shares at Jun. 30, 2023 | 3,140,000 | |||
Accretion of Common Stock to redemption value | (125,875) | (125,875) | ||
Excise taxes payable | (2,311) | (2,311) | ||
Net (loss) income | (1,076,594) | (1,076,594) | ||
Ending Balance at Sep. 30, 2023 | $ (10,252,014) | $ 315 | $ (10,252,329) | |
Ending Balance, Shares at Sep. 30, 2023 | 3,140,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (3,241,155) | $ 4,837,633 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest and unrealized gain on marketable securities held in Trust Account | (387,058) | (189,717) |
Change in fair value of warrant liabilities | 2,031,000 | (6,262,250) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other liabilities | 20,852 | (120,098) |
Accounts payable and accrued expenses | 158,682 | 292,167 |
Income taxes payable | 1,850 | 3,715 |
Franchise taxes payable | 79,648 | (208,706) |
Current portion of long-term liabilities | (11,293) | |
Net cash used in operating activities | (1,336,181) | (1,658,549) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (406,790) | (1,209,157) |
Cash withdrawn from Trust Account to redeeming shareholders | 5,627,006 | 101,545,684 |
Cash withdrawn from Trust Account to pay franchise and income taxes | 209,650 | 231,247 |
Net cash provided by investing activities | 5,429,866 | 100,567,774 |
Cash Flows from Financing Activities: | ||
Proceeds from short-term working capital loan - related party | 1,335,400 | 1,421,975 |
Proceeds from promissory note - related party | 365,473 | 1,209,157 |
Redemptions of common stock | (5,627,006) | (101,545,684) |
Net cash used in financing activities | (3,926,133) | (98,914,552) |
Net Change in Cash | 167,552 | (5,327) |
Cash – Beginning of period | 14,129 | 5,403 |
Cash – End of period | 181,681 | 76 |
Supplemental disclosure of non-cash financing activities: | ||
Excise taxes payable | 56,270 | |
Accretion of Common Stock to redemption value | $ 422,827 | $ 1,223,370 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Breeze Holdings Acquisition Corp. (the “Company”, or "Breeze") is a blank check company incorporated in Delaware on June 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023 September 30, 2023 The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 25, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 3 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,425,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and I-Bankers Securities, Inc, generating gross proceeds of $5,425,000, which is described in Note 4 Following the closing of the Initial Public Offering on November 25, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and $1,725,000 from the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2 16 185 2 7 1940 Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, consisting of $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs. As of September 30, 2023 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5 If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 1934 % or more of the Public Shares, without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by November 25, 2021 (which can be extended up to June 26, 2024) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem % of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $ (the “Extension Payment”), representing $ per public share, into the Trust Account to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022. The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension. On February 22, 2022, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $ (the “Second Extension Payment”), representing $ per public share, into the Trust Account to extend the date by which the Company has to consummate a business combination from February 25, 2022 to May 25, 2022. The Sponsor loaned the Second Extension Payment to the Company in exchange for a promissory note in the amount of the Second Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension. On May 5, 2022, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to September 26, 2022 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($ per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 6,732,987 shares of the Company’s common stock were redeemed for $69,700,628, (the “Redemption”). was withdrawn from the Trust Account for payment of franchise and income taxes. On September 13, 2022, the Company held its annual stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to March 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($ per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 3,076,817 shares of the Company’s common stock were redeemed for $31,845,056, and on September 8, 2022, $122,247 was withdrawn from the Trust Account for payment of franchise and income taxes. At the annual meeting of the Company held on September 13, 2022, the Company’s stockholders approved (i) a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “A&R COI”) to authorize the Company to extend the date of September 26, 2022, up to six 6 one 1 six 6 one 1 six one for each outstanding public share by the Sponsor or its designees on or prior to September 26, 2022 or such other date as may be extended. Breeze executed its first one in the Trust Account. On October 21, 2022, November 23, 2022, and December 20, 2022 Breeze executed the second, third and fourth one one in the Trust Account for each monthly extension through March 26, 2023. The Company held a meeting of its stockholders on March 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of March 26, 2023, up to six 6 one 1 On March 29, 2023, Breeze executed the seventh one one On August 3, 2023 and August 28, 2023, Breeze executed the eleventh and twelfth one The Company held a meeting of its stockholders on September 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of September 26, 2023, up to nine 9 one 1 one On October 24, 2023 Breeze executed the fourteenth one The Company will have until June 26, 2024 (unless the Company’s shareholders approve a proposal to amend the A&R COI to permit an extension of up to nine one ten of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below ( 1 2 1933 Termination of Proposed Business Combination with D-Orbit S.p.A. As previously disclosed in our Current Report on Form 8-K filed with the SEC on January 27, 2022, on January 26, 2022, Breeze Combination Agreement D-Orbit société anonyme Holdco Merger Sub Business Combination Concurrently with the execution of the Combination Agreement, certain parties to the Combination Agreement entered into Ancillary Agreements (as defined in the Combination Agreement) in connection with the Business Combination and as specifically contemplated by the Combination Agreement. Prior to execution of the Combination Agreement, on January 26, 2022, Breeze, Holdco and D-Orbit entered into a securities purchase agreement (the “ Securities Purchase Agreement Debenture Investor Debentures Debenture Financing On July 28, 2022, the parties to the Securities Purchase Agreement entered into a Termination of Securities Purchase Agreement (the “Securities Termination Agreement”) which terminated the Securities Purchase Agreement, effective as of July 28, 2022. In connection with the termination, the Debenture Investor refunded to D-Orbit a portion of a commitment fee previously paid by D-Orbit to the Debenture Investor. On August 12, 2022, the parties to the Combination Agreement entered into a Termination Agreement (the “Termination Agreement”) which terminated the Combination Agreement and the Ancillary Agreements, effective as of August 12, 2022. Pursuant to the Termination Agreement, the Company will not be obligated to remit nor will it be entitled to receive a termination payment. Proposed Business Combination with TV Ammo On October 31, 2022, Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Breeze, BH Velocity Merger Sub Inc., a Texas corporation and a direct, wholly-owned subsidiary of Breeze (“Merger Sub”), and TV Ammo, Inc., a Texas corporation (“TV Ammo”). The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Breeze, Merger Sub, and TV Ammo. The Merger Agreement provides that, among other things, at the closing (the “Closing”) of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into TV Ammo (the “Merger”), with TV Ammo surviving as a wholly-owned subsidiary of Breeze. In connection with the Merger, Breeze will change its name to “True Velocity, Inc.”, which is hereinafter referred to (on a post-closing basis) as “True Velocity.” The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination.” The Business Combination is expected to close in the first quarter of 2024, subject to customary closing conditions, including the satisfaction of the minimum available cash condition, the receipt of certain governmental approvals and the required approval by the stockholders of Breeze and TV Ammo. The aggregate consideration to be received by the TV Ammo equity holders is based on a pre-transaction equity value of $1,185,234,565, and results in a combined company equity value of $1,249,556,817. In accordance with the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (a) each share of issued and outstanding TV Ammo common stock, par value $0.01 (“TV Ammo Common Stock”), shall be cancelled and converted into a number of shares of True Velocity common stock, par value $0.0001 (“True Velocity Common Stock”), equal to the Exchange Ratio described below, (b) each option to purchase shares of TV Ammo Common Stock (each, a “TV Ammo Option”) shall be assumed and converted into an option to purchase a number of shares of True Velocity Common Stock equal to the number of shares of TV Ammo Common Stock subject to such TV Ammo Option, multiplied by the Exchange Ratio, at an exercise price per share equal to the exercise price per share in effect immediately before the Effective Time, divided by the Exchange Ratio, (c) each restricted stock unit in respect of shares of TV Ammo Common Stock (each, a “TV Ammo RSU”) shall be assumed and converted into a restricted stock unit in respect of a number of shares of True Velocity Common Stock equal to the number of shares of TV Ammo Common Stock subject to such TV Ammo RSU, multiplied by the Exchange Ratio, and (d) each warrant to purchase a number of shares of TV Ammo Common Stock (each, a “TV Ammo Warrant”) shall be converted into a warrant to purchase shares of True Velocity Common Stock equal to the number of shares of TV Ammo Common Stock subject to such TV Ammo Warrant, multiplied by the Exchange Ratio, at an exercise price per share equal to the exercise price per share in effect immediately before the Effective Time, divided by the Exchange Ratio. The Exchange Ratio will be equal to (i) the sum of (A) $1,185,234,565, plus (B) any amounts raised by TV Ammo after the date of the Merger Agreement and prior to the Closing in permitted financing transactions in excess of $50,000,000, plus (C) the aggregate dollar amount payable to TV Ammo upon the conversion of all outstanding TV Ammo convertible notes and the exercise of all vested in-the-money TV Ammo Warrants and vested in-the-money TV Ammo Options, divided by (ii) the number of fully-diluted shares of TV Ammo Common Stock outstanding as of the Closing, further divided by (iii) an assumed value of True Velocity Common Stock of $10.00 per share. A pro rata portion of the shares of True Velocity Common Stock received in exchange for the shares of TV Ammo Common Stock are subject to forfeiture if certain future stock-price based milestones are not achieved as described below (the “ Earnout Shares”). The number of Earnout Shares will be equal to the product of (a) % and (b) the amount by which exceeds the number of shares of True Velocity Common Stock issuable upon the exercise or conversion of securities issued by TV Ammo in permitted financing transactions after the date of the Merger Agreement and prior to the Closing. The Earnout Shares will be issued at the Closing and subject to forfeiture. of the Earnout Shares shall become fully vested and no longer subject to forfeiture if, during the three-year period beginning at the Closing (the “Milestone Event Period”), the True Velocity Common Stock achieves a daily volume weighted average closing sale price of at least $ per share for any trading days within a consecutive trading day period (“Milestone Event I”). The of the Earnout Shares will become fully vested and no longer subject to forfeiture if, during the Milestone Event Period, the True Velocity Common Stock achieves a daily volume weighted average closing sale price of at least $ per share for a similar number of days (“Milestone Event II”). The 30 consecutive trading day periods used to satisfy Milestone Event I and Milestone Event II may not overlap; if both Milestone Event I and Milestone Event II would be satisfied using the same 30 consecutive trading day period, Milestone Event II will be deemed satisfied and the threshold closing sale price to achieve Milestone Event I shall be increased to $ 13.50 . Any Earnout Shares that remain unvested at the end of the Milestone Event Period will be forfeited. All of the Earnout Shares will become fully vested and no longer subject to forfeiture upon the occurrence of a transaction or series of transactions occurring after the Closing (a) following which a person or “group” (within the meaning of Section 13 fifty 50 %) or more of the voting power of True Velocity or the right to elect a majority of the True Velocity board of directors or similar governing body of True Velocity, (b) constituting a sale, merger, business combination, consolidation, liquidation, exchange offer or other similar transaction, however effected, following which the voting securities of True Velocity immediately prior to such transaction do not continue to represent or are not converted into at least ( 50 fifty 50 %) or more of the assets of True Velocity and its subsidiaries taken as a whole (any of the foregoing, a “Subsequent Transaction”). The parties have agreed to take actions such that, effective immediately after the Closing of the Business Combination, True Velocity’s board of directors shall consist of seven directors, consisting of two one four three six The Merger Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including, among others, covenants providing for (a) certain limitations on the operation of the parties’ respective businesses prior to consummation of the Business Combination, (b) the parties’ efforts to satisfy conditions to consummation of the Business Combination, including by obtaining necessary approvals from governmental agencies (including U.S. federal antitrust authorities and under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 4 Pursuant to the terms and subject to the conditions of the Merger Agreement, Breeze has prepared and filed with the SEC a proxy statement (the “Extension Proxy Statement”), for the purpose of amending the Breeze organizational documents and the Trust Agreement, in each case, to extend the time period for Breeze to consummate a Business Combination from March 26, 2023 up to September 26, 2023 (the “Extension Proposal”). Breeze filed and distributed the Extension Proxy Statement to solicit proxies thereunder and held a meeting of the stockholders of Breeze to consider, vote on and approve the Extension Proposal on March 22, 2023. Breeze stockholders approved the Extension Proposal. Pursuant to the terms and subject to the conditions of the Merger Agreement, Breeze has prepared and filed with the SEC a proxy statement (the “Extension Proxy Statement”), for the purpose of amending the Breeze organizational documents and the Trust Agreement, in each case, to extend the time period for Breeze to consummate a Business Combination from September 26, 2023 up to June 26, 2024 (the “Extension Proposal”). Breeze filed and distributed the Extension Proxy Statement to solicit proxies thereunder and held a meeting of the stockholders of Breeze to consider, vote on and approve the Extension Proposal on September 22, 2023. Breeze stockholders approved the Extension Proposal. The parties to the Merger Agreement agreed to use their reasonable best efforts to enter into an at-the-market facility (“At-the-Market Facility”) prior to the Closing on terms and conditions reasonably satisfactory to Breeze and TV Ammo. In addition, Breeze’s board of directors has agreed to adopt upon consummation of the Business Combination, subject to stockholder approval, an equity incentive plan, as described in the Merger Agreement, for the purpose of providing a means through which to enhance the ability to attract, retain and motivate persons who make (or are expected to make) important contributions to True Velocity by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. The obligations of Breeze and TV Ammo to consummate the Business Combination are subject to the fulfillment (or waiver) of certain closing conditions, including, but not limited to, (a) the expiration or termination of the applicable waiting period under the HSR Act, (b) the approval of Breeze’s stockholders, (c) the approval of TV Ammo’s stockholders, and (d) Breeze’s Form S- 4 In addition, the obligations of Breeze and Merger Sub to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (a) the representations and warranties of TV Ammo being true and correct to the standards applicable to such representations and warranties and each of the covenants of TV Ammo having been performed or complied with in all material respects, (b) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination; and (c) no Material Adverse Effect (as defined in the Merger Agreement) having occurred. The obligation of TV Ammo to consummate the Business Combination is also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (a) the representations and warranties of Breeze and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Breeze and Merger Sub having been performed or complied with in all material respects, (b) the shares of True Velocity Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market, and (c) Breeze having cash on hand (inclusive of proceeds from certain permitted financing transactions) of at least $30,000,000 (after deducting any amounts paid to Breeze stockholders that exercise their redemption rights in connection with the Business Combination and net of certain transaction expenses incurred by Breeze or TV Ammo). If Breeze’s cash on hand is less than $30,000,000, (i) after the Breeze stockholder meeting to approve the Business Combination, Breeze may sell additional shares of Breeze Common Stock to investors for not less than $10.00 per share (“Additional Financing”), and (ii) after the deadline for Breeze stockholders to elect to redeem their Breeze Common Stock in connection with the Business Combination, Breeze may, with the consent of TV Ammo, enter into agreements incentivizing redeeming stockholders to unwind their election to redeem. The Sponsor has agreed to forfeit up to 20% of its shares of Breeze Common Stock to allow Breeze to offer shares in connection with any such incentive agreements. The Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing of the Business Combination, including, but not limited to, (a) by mutual written consent of Breeze and TV Ammo, (b) by Breeze, on the one five 4 Under certain circumstances as described further in the Merger Agreement, 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 $1,000,000. A copy of the Merger Agreement is included as Exhibit 2.1 The Merger Agreement contemplates that TV Ammo may enter into agreements to raise capital in one Concurrently with the execution of the Merger Agreement, Breeze, TV Ammo, the Sponsor, I-Bankers and the independent directors of Breeze (current and former) (collectively, the “Breeze Initial Stockholders”) entered into a sponsor support agreement (the “Sponsor Support Agreement”) pursuant to which, among other things, the Breeze Initial Stockholders: (a) agreed to vote all of their shares of Breeze Common Stock in favor of the proposals to be submitted to the Breeze stockholders in connection with the Business Combination, including the adoption of the Merger Agreement and the approval of the Business Combination and the Extension Proposal; (b) agreed to vote against any other matter, action, agreement, transaction or proposal that would reasonably be expected to result in (i) a breach of any of Breeze’s or Merger Sub’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (ii) any of the mutual or TV Ammo conditions to the Closing in the Merger Agreement not being satisfied; (c) (i) waived, subject to and conditioned upon the Closing and to the fullest extent permitted by applicable law and the Breeze organizational documents, and (ii) agreed not to assert or perfect, any rights to adjustment or other anti-dilution protections to which such Breeze Initial Stockholder may be entitled in connection with the Merger or the other Transactions or the Extension Proposal; (d) agreed to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable laws to consummate the Merger and the other Transactions on the terms and subject to the conditions set forth in the Merger Agreement prior to any valid termination of the Merger Agreement; (e) agreed not to transfer or pledge any of their shares of Breeze Common Stock, or enter into any arrangement with respect thereto, after the execution of the Merger Agreement and prior to the Closing Date, subject to certain customary conditions and exceptions; and (f) waived their rights to redeem any of their shares of Breeze Common Stock in connection with the approval of the Breeze Proposals and the Extension Proposal. Additionally, the Sponsor has agreed to: (a) forfeit for no consideration up to 20% of the aggregate shares of Breeze Common Stock held by it if Breeze reasonably determines that the issuance of additional shares of Breeze Common Stock to investors or redeeming Breeze stockholders (at a price per share not to be less than $10.00) would be reasonably required (i) to cause the Breeze Cash on Hand to be at least equal to the Minimum Cash Amount or (ii) to secure any Additional Financing; (b) forfeit for no consideration up to 20% of the aggregate shares of Breeze Common Stock held by it if, on the six The foregoing description of the Sponsor Support Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 10.1 On November 9, 2022, in accordance with the Merger Agreement, Breeze, TV Ammo and certain TV Ammo equity holders representing approximately 66.34% of the issued and outstanding shares of TV Ammo Common Stock executed a stockholder support agreement, pursuant to which, among other things, such TV Ammo equity holders: (a) agreed to vote in favor of the adoption of the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement or the ancillary agreements referenced therein to which TV Ammo is a party; (b) agreed to approve, in accordance with the terms and subject to the conditions of the TV Ammo organizational documents, the conversion of all outstanding shares of TV Ammo preferred stock into shares of TV Ammo Common Stock to take effect immediately prior to the Closing; (c) agreed to waive any appraisal or similar rights they may have pursuant to the Texas Business Organizations Code with respect to the Merger and the other transactions contemplated by the Merger Agreement or the ancillary agreements referenced therein; (d) agreed to vote against any other matter, action, agreement, transaction or proposal that would reasonably be expected to result in (i) a breach of any of TV Ammo’s representations, warranties, covenants, agreements or obligations under the Merger Agreement or (ii) any of the mutual or Breeze or Merger Sub conditions to the Closing in the Merger Agreement not being satisfied; and (e) agreed not to sell, assign, transfer or pledge any of their shares of TV Ammo Common Stock or TV Ammo preferred stock (or enter into any arrangement with respect thereto) after the execution of the Merger Agreement and prior to the Closing date, subject to certain customary conditions and exceptions. On November 9, 2022, Breeze, TV Ammo, the Breeze Initial Stockholders and certain TV Ammo equity holders entered into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which the Breeze Initial Stockholders and such TV Ammo equity holders have agreed, among other things, to refrain from selling or transferring their shares of True Velocity Common Stock for a period of eight months six On November 9, 2022, Breeze, the Breeze Initial Stockholders and certain TV Ammo equity holders entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which amended the terms of the Registration Rights Agreement entered into by Breeze and the Breeze Initial Stockholders on November 23, 2020, pursuant to which, among oth |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 December 31, 2022 December 31, 2022 nine months ended September 30, 2023 December 31, 2023 Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, BH Velocity Merger Sub Inc. There has been no inter-company activity, or activity of any kind since formation of the subsidiary. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2 2012 404 Further, Section 102 1 Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one Cash and cash equivalents The Company considers all short-term investments with an original maturity of three September 30, 2023 December 31, 2022 Cash and marketable securities held in Trust Account At September 30, 2023 December 31, 2022 320 Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 99 In connection with the extension proposal, 6,732,987 shares of the Company’s common stock were redeemed. On September 13, 2022, the Company held its annual stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to March 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.35 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 3,076,817 shares of the Company’s common stock were redeemed. The 1,690,196 shares of common stock remaining On March 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to September 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.56 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 509,712 shares of the Company’s common stock were redeemed. The 1,159,276 shares of common stock remaining September 30, 2023 On September 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to June 26, 2024 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($ 10.77 1,159,276 shares of common stock remaining September 30, 2023 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. As of September 30, 2023 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 Plus: Accretion of Common stock to redemption value 296,952 Less: Common stock redeemed March 22, 2023 (5,395,929 ) Common stock subject to possible redemption – June 30, 2023 $ 12,631,179 Plus: Accretion of Common stock to redemption value 125,875 Less: Common stock redeemed September 22, 2023 (231,076 ) Common stock subject to possible redemption – September 30, 2023 $ 12,525,978 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 99 1 5 Warrant liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7 815 40 815 820 820 Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740 ASC 740 270 September 30, 2023 December 31, 2022 Net income (loss) per share Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one As a result, the calculated net income per share is the same for redeemable and non-redeemable shares of common stock. For the nine months ended September 30, 2023 December 31, 2022 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted net (loss) income per share of common stock Numerator: Net (loss) income $ (1,076,594 ) $ 1,459,229 $ (3,241,155 ) $ 4,837,633 Denominator: Basic and diluted weighted average shares common stock outstanding 4,318,640 7,338,471 4,471,096 10,798,286 Basic and diluted net (loss) income per share common stock $ (0.25 ) $ 0.20 $ (0.72 ) $ 0.45 Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the FDIC coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The Company applies ASC 820 820 820 The carrying amounts reflected in the condensed consolidated balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 3 Level 1 Level 2 Level 3 See Note 9 Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 06 470 20 815 40 2020 06 2020 06 2020 06 The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s financial position, operations or cash flows. On July 26, 2023, the SEC adopted rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and governance. The final rules became effective 30 days following publication of the adopting release in the Federal Register. The Form 10-K and Form 20-F disclosures will be due beginning with annual reports for fiscal years ending on or after December 15, 2023. The Company will develop its processes and procedures needed for assessing, identifying, and managing material risks from cybersecurity threats, as well as the material effects or reasonably likely material effects of risks from cybersecurity threats and previous cybersecurity incidents. This includes describing the board of directors’ oversight of risks from cybersecurity threats and management’s role and expertise in assessing and managing material risks from cybersecurity threats. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of common stock, $0.0001 par value, one Right to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (“Public Warrant”). 7 one |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,425,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, certain of the proceeds from the sale of the Private Placement warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In June 2020, the Sponsor purchased 100 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 15, 2020, the Sponsor effected a 28,750-for- 1 The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one The Sponsor and each holder of Founder Shares have agreed The Company had agreed with each of its four independent directors (the “Directors”) subsequent to incorporation of the Company to provide them the right to each purchase 25,000 Founder Shares with a par value of $0.0001 of the Company from Breeze Sponsor, LLC (the “Sponsor”). The Directors each exercised their right in full on July 6, 2021 and purchased 100,000 shares (25,000 per each Director) of the Founder Shares from Sponsor for a total of $10 in the aggregate. Sponsor has agreed to transfer 15,000 shares of its common stock to each of the Directors upon the closing of a Business Combination by the Company, with such shares currently beneficially owned by Sponsor. The sale or allocation of the Founder Shares to the Company’s Directors, as described above, is within the scope of FASB ASC Topic 718 718 718 Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 23, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support services. For the nine months ended September 30, 2023 September 30, 2022 Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. On February 1, 2022 (as amended), the Company signed a Promissory Note with Sponsor, with a Maturity Date of March 26, 2023, for a total of up to $1,500,000. On October 1, 2022, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 for a total of up to $4,000,000. On April 1, 2023, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 6,000,000 The Company had 12 two three 18 three-month one-month one-month one-month On May 25, 2023 and June 26, 2023 Breeze executed the ninth and tenth one to the quarter ended September 30, 2023, for the eleventh and twelfth one The Company held a meeting of its stockholders on September 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of September 26, 2023, up to nine 9 one 1 one On October 24, 2023 Breeze executed the fourteenth one-month extension through November 26, 2023. Representative and Consultant Shares Pursuant to the underwriting agreement (the “Underwriting Agreement”) between the Company and I-Bankers Securities (the “Representative”), on November 23, 2020, the Company issued to the Representative and its designee 250,000 shares of common stock and separately agreed to issue the Company’s Consultant 15,000 shares of common stock for nominal consideration in a private placement intended to be exempt from registration under Section 4 2 The Company estimated the fair value of the Representative Shares and Consultant Shares to be $1,322,350 based upon the price of the common stock issued ($4.99 per share) to the Representative and Consultant. The holders of the Representative Shares and Consultant Shares have agreed not to transfer, assign or sell any such shares until the later of (i) 30 days after the completion of a Business Combination and 180 5110 1 5110 180 In addition, the holders of the Representative Shares and Consultant Shares have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the time specified in the certificate of incorporation. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | Note 6 — Commitments Registration and Stockholder Rights Pursuant to a registration rights and stockholder agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s common stock). The holders of the majority of these securities are entitled to make up to three 415 five 5110 8 seven 5110 8 Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 25, 2020, the underwriters fully exercised their over-allotment option to purchase an additional 1,500,000 Units at $10.00 per Unit. Business Combination Marketing Agreement The Company has engaged I-Bankers Securities, Inc. as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 2.75% of the gross proceeds of Initial Public Offering, or $3,162,500. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 7 – Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the Public Warrants. The Public Warrants are exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. We will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3 9 We have agreed that as soon as practicable, but in no event later than 15 60 18 1 3 9 Once the warrants become exercisable, we may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “ 30 • if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders. We may not redeem the warrants when a holder may not exercise such warrants. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the warrant holder. The private placement warrants (including the common stock issuable upon exercise of the private placement warrants) will (with limited exceptions) not be transferable, assignable or salable until 30 days after the completion of our initial business combination and they will not be redeemable by us so long as they are held by the original holders or their permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the public units. If the private placement warrants are held by holders other than the original holders or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our Initial Public Offering. The Sponsor and I-Bankers Securities purchased from the Company an aggregate of 5,425,000 Warrants at a price of $ 1.00 per Warrant (a purchase price of $ 5,425,000 ) in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $ 11.50 . The purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the original holders or their permitted transferees. If the Private Placement Warrants are held by someone other than the original holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units being sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are substantially identical to those of the Warrants being sold as part of the Units in the Initial Public Offering. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distributions to the public stockholders and the Warrants issued to the Sponsor and I-Bankers Securities will expire worthless. As of September 30, 2023 December 31, 2022 815 40 The warrant liabilities were initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured at each reporting period using a Monte-Carlo model. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The Company recognized a loss in connection with changes in the fair value of warrant liabilities of $2,031,000 and a gain in connection with changes in the fair value of warrant liabilities of $6,262,250 within change in fair value of warrant liabilities in the condensed consolidated statements of operations for the nine months ended September 30, 2023 September 30, 2022 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 8 — Stockholder’s Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2023 December 31, 2022 , there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2023 December 31, 2022 Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one 1/20 one 1 20 The Company will not issue fractional shares in connection with an exchange of Rights. As a result, the holders of the Rights must hold Rights in multiples of 20 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value M easurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2023 Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Interest Bearing Bank Demand Deposit Account $ 12,688,162 $ — $ — Liabilities Warrant liability - Public Warrants $ 2,185,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 1,030,750 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2022 Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Non-Interest Bearing Bank Account $ 17,730,969 $ — $ — Liabilities Warrant liability - Public Warrants $ 805,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 379,750 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2023 December 31, 2022 1 September 30, 2023 December 31, 2022 The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 zero zero The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1 2 3 3 1 September 30, 2023 December 31, 2022 The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of As of September 30, December 31, 2023 2022 Stock price $ 11.17 $ 10.43 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 15.00 % 25.2 % Dividend yield — — Term (in years) 5.41 5.32 Volatility 0.60 % 0.5 % Risk-free rate 4.60 % 3.99 % Fair value of warrants $ 0.19 $ 0.07 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 2,278,500 $ 4,830,000 $ 7,108,500 Change in valuation inputs or other assumptions (1,085,000 ) (2,415,000 ) (3,500,000 ) Fair value as of March 31, 2022 $ 1,193,500 $ 2,415,000 $ 3,608,500 Change in valuation inputs or other assumptions (271,250 ) (575,000 ) (846,250 ) Fair value as of June 30, 2022 $ 922,250 $ 1,840,000 $ 2,762,250 Change in valuation inputs or other assumptions (651,000 ) (1,265,000 ) (1,916,000 ) Fair value as of September 30, 2022 $ 271,250 $ 575,000 $ 846,250 Private Placement Public Warrant Liabilities Fair value as of December 31, 2022 $ 379,750 $ 805,000 $ 1,184,750 Change in valuation inputs or other assumptions (54,250 ) (115,000 ) (169,250 ) Fair value as of March 31, 2023 $ 325,500 $ 690,000 $ 1,015,500 Change in valuation inputs or other assumptions 434,000 920,000 1,354,000 Fair value as of June 30, 2023 $ 759,500 $ 1,610,000 $ 2,369,500 Change in valuation inputs or other assumptions 271,250 575,000 846,250 Fair value as of September 30, 2023 $ 1,030,750 $ 2,185,000 $ 3,215,750 |
Interim Income Tax
Interim Income Tax | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Interim Income Tax | Note 10 — Interim Income Tax The Company's effective tax rate for the three and nine September 30, 2023 -1.10 three and nine September 30, 2022 and %, three and nine September 30, 2023 September 30, 2022 three and nine September 30, 2023 three and nine September 30, 2023 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. On October 1, 2023, the Company signed an Amended Promissory Note with Sponsor, extending the Maturity Date from September 26, 2023 to June 24, 2024, and increasing the amount of the promissory note from $5.0 million up to $6.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 December 31, 2022 December 31, 2022 nine months ended September 30, 2023 December 31, 2023 |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, BH Velocity Merger Sub Inc. There has been no inter-company activity, or activity of any kind since formation of the subsidiary. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2 2012 404 Further, Section 102 1 |
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three September 30, 2023 December 31, 2022 |
Cash and marketable securities held in Trust Account | Cash and marketable securities held in Trust Account At September 30, 2023 December 31, 2022 320 |
Common stock subject to possible redemption | Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 99 In connection with the extension proposal, 6,732,987 shares of the Company’s common stock were redeemed. On September 13, 2022, the Company held its annual stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to March 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.35 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 3,076,817 shares of the Company’s common stock were redeemed. The 1,690,196 shares of common stock remaining On March 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to September 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.56 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 509,712 shares of the Company’s common stock were redeemed. The 1,159,276 shares of common stock remaining September 30, 2023 On September 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to June 26, 2024 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($ 10.77 1,159,276 shares of common stock remaining September 30, 2023 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. As of September 30, 2023 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 Plus: Accretion of Common stock to redemption value 296,952 Less: Common stock redeemed March 22, 2023 (5,395,929 ) Common stock subject to possible redemption – June 30, 2023 $ 12,631,179 Plus: Accretion of Common stock to redemption value 125,875 Less: Common stock redeemed September 22, 2023 (231,076 ) Common stock subject to possible redemption – September 30, 2023 $ 12,525,978 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 99 1 5 |
Warrant Liabilities | Warrant liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7 815 40 815 820 820 |
Income Taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740 ASC 740 270 September 30, 2023 December 31, 2022 |
Net income (loss) per share | Net income (loss) per share Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one As a result, the calculated net income per share is the same for redeemable and non-redeemable shares of common stock. For the nine months ended September 30, 2023 December 31, 2022 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted net (loss) income per share of common stock Numerator: Net (loss) income $ (1,076,594 ) $ 1,459,229 $ (3,241,155 ) $ 4,837,633 Denominator: Basic and diluted weighted average shares common stock outstanding 4,318,640 7,338,471 4,471,096 10,798,286 Basic and diluted net (loss) income per share common stock $ (0.25 ) $ 0.20 $ (0.72 ) $ 0.45 |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the FDIC coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The Company applies ASC 820 820 820 The carrying amounts reflected in the condensed consolidated balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 3 Level 1 Level 2 Level 3 See Note 9 |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020 06 470 20 815 40 2020 06 2020 06 2020 06 The new standard is effective for the Company on January 1, 2024, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company is still in the process of evaluating the impact of this new standard; however, the Company does not believe the initial impact of adopting the standard will result in any changes to the Company’s financial position, operations or cash flows. On July 26, 2023, the SEC adopted rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and governance. The final rules became effective 30 days following publication of the adopting release in the Federal Register. The Form 10-K and Form 20-F disclosures will be due beginning with annual reports for fiscal years ending on or after December 15, 2023. The Company will develop its processes and procedures needed for assessing, identifying, and managing material risks from cybersecurity threats, as well as the material effects or reasonably likely material effects of risks from cybersecurity threats and previous cybersecurity incidents. This includes describing the board of directors’ oversight of risks from cybersecurity threats and management’s role and expertise in assessing and managing material risks from cybersecurity threats. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | As of September 30, 2023 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 Plus: Accretion of Common stock to redemption value 296,952 Less: Common stock redeemed March 22, 2023 (5,395,929 ) Common stock subject to possible redemption – June 30, 2023 $ 12,631,179 Plus: Accretion of Common stock to redemption value 125,875 Less: Common stock redeemed September 22, 2023 (231,076 ) Common stock subject to possible redemption – September 30, 2023 $ 12,525,978 |
Calculation of Basic and Diluted Net Income per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Basic and diluted net (loss) income per share of common stock Numerator: Net (loss) income $ (1,076,594 ) $ 1,459,229 $ (3,241,155 ) $ 4,837,633 Denominator: Basic and diluted weighted average shares common stock outstanding 4,318,640 7,338,471 4,471,096 10,798,286 Basic and diluted net (loss) income per share common stock $ (0.25 ) $ 0.20 $ (0.72 ) $ 0.45 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2023 Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Interest Bearing Bank Demand Deposit Account $ 12,688,162 $ — $ — Liabilities Warrant liability - Public Warrants $ 2,185,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 1,030,750 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2022 Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Non-Interest Bearing Bank Account $ 17,730,969 $ — $ — Liabilities Warrant liability - Public Warrants $ 805,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 379,750 |
Significant Inputs for Fair Value | The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of As of September 30, December 31, 2023 2022 Stock price $ 11.17 $ 10.43 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 15.00 % 25.2 % Dividend yield — — Term (in years) 5.41 5.32 Volatility 0.60 % 0.5 % Risk-free rate 4.60 % 3.99 % Fair value of warrants $ 0.19 $ 0.07 |
Changes in Fair Value of Warrants Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 2,278,500 $ 4,830,000 $ 7,108,500 Change in valuation inputs or other assumptions (1,085,000 ) (2,415,000 ) (3,500,000 ) Fair value as of March 31, 2022 $ 1,193,500 $ 2,415,000 $ 3,608,500 Change in valuation inputs or other assumptions (271,250 ) (575,000 ) (846,250 ) Fair value as of June 30, 2022 $ 922,250 $ 1,840,000 $ 2,762,250 Change in valuation inputs or other assumptions (651,000 ) (1,265,000 ) (1,916,000 ) Fair value as of September 30, 2022 $ 271,250 $ 575,000 $ 846,250 Private Placement Public Warrant Liabilities Fair value as of December 31, 2022 $ 379,750 $ 805,000 $ 1,184,750 Change in valuation inputs or other assumptions (54,250 ) (115,000 ) (169,250 ) Fair value as of March 31, 2023 $ 325,500 $ 690,000 $ 1,015,500 Change in valuation inputs or other assumptions 434,000 920,000 1,354,000 Fair value as of June 30, 2023 $ 759,500 $ 1,610,000 $ 2,369,500 Change in valuation inputs or other assumptions 271,250 575,000 846,250 Fair value as of September 30, 2023 $ 1,030,750 $ 2,185,000 $ 3,215,750 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||||||||||||||||
Sep. 26, 2023 USD ($) shares | Sep. 22, 2023 $ / shares shares | Mar. 29, 2023 USD ($) shares | Mar. 22, 2023 $ / shares shares | Nov. 09, 2022 $ / shares | Oct. 31, 2022 USD ($) Director $ / shares shares | Sep. 13, 2022 USD ($) $ / shares shares | Sep. 08, 2022 USD ($) | May 10, 2022 USD ($) | May 05, 2022 USD ($) $ / shares shares | Jan. 26, 2022 USD ($) | Nov. 25, 2020 USD ($) $ / shares shares | Nov. 22, 2020 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) Number $ / shares | Aug. 02, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares | Feb. 22, 2022 USD ($) $ / shares | Nov. 22, 2021 USD ($) $ / shares | |
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Warrants sold during period | shares | 5,425,000 | ||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | $ 1 | ||||||||||||||||
Net proceeds placed in Trust Account | $ 12,688,162 | $ 12,688,162 | $ 17,730,969 | ||||||||||||||||
Cash held outside Trust Account | $ 181,681 | $ 181,681 | $ 14,129 | ||||||||||||||||
Aggregate fair market value as percentage of assets held in Trust Account | 80% | 80% | |||||||||||||||||
Percentage of outstanding voting securities to be owned or acquired post-transaction | 50% | ||||||||||||||||||
Stock redemption price per share | $ / shares | $ 10.77 | $ 10.56 | $ 10.35 | $ 10.35 | $ 10.15 | $ 10.15 | |||||||||||||
Minimum net intangible assets required for business combination | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||
Restriction on redeeming shares in case of stockholder approval of business combination | 10% | ||||||||||||||||||
Business combination incomplete, percentage of stock redemption | 100% | ||||||||||||||||||
Number of common stock redeemed | shares | 21,208 | 21,208 | 509,712 | 509,712 | 3,076,817 | 6,732,987 | |||||||||||||
Value of common stock redeemed | $ 231,000 | $ 5,400,000 | $ 31,845,056 | $ 69,700,628 | 231,076 | ||||||||||||||
Cash withdrawn from trust account | $ 122,247 | $ 109,000 | |||||||||||||||||
Trust account outstanding public share | $ / shares | $ 0.035 | ||||||||||||||||||
Trust account deposit amount | $ 59,157 | ||||||||||||||||||
Business combination, completion date of acquisition | Jun. 26, 2024 | ||||||||||||||||||
Business combination incomplete, maximum dissolution expenses to be paid | $ 100,000 | $ 100,000 | |||||||||||||||||
Assets remaining available for distribution, per share, maximum. | $ / shares | $ 10.81 | ||||||||||||||||||
Business combination expected to close | quarter of 2024 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Cash | $ 181,681 | $ 181,681 | $ 14,129 | ||||||||||||||||
Working capital | 7,058,591 | 7,058,591 | |||||||||||||||||
Proceeds from sale of founder shares | $ 25,000 | ||||||||||||||||||
Proceeds from unsecured and non-interest bearing promissory note | $ 300,000 | ||||||||||||||||||
Percentage of excise tax on redemption amount paid | 1% | ||||||||||||||||||
Excise tax liability | $ 56,270 | $ 56,270 | |||||||||||||||||
Percentage of excise tax liability shares redeemed | 1% | ||||||||||||||||||
Milestone Event One And Mile Stone Event Two | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Number of consecutive trading days | 30 days | ||||||||||||||||||
Breeze Common Stock | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||
Assumed value per share of common stock | $ / shares | $ 10 | ||||||||||||||||||
D-Orbit S.A. | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Noncontrolling interest, ownership percentage by parent | 11% | ||||||||||||||||||
D-Orbit S.A. | Securities Purchase Agreement | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 30,000,000 | ||||||||||||||||||
Debt Instrument Due Period | 4 years | ||||||||||||||||||
Breeze Stockholders (including the sponsor) | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Noncontrolling interest, ownership percentage by parent | 84% | ||||||||||||||||||
TV Ammo Inc | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Pre-transaction equity value | $ 1,185,234,565 | ||||||||||||||||||
Combined equity value | 1,249,556,817 | ||||||||||||||||||
Prior to closing permitted excess financing transactions | $ 50,000,000 | ||||||||||||||||||
Percentage of number of earnout shares | 15% | ||||||||||||||||||
Amount exceeds number of shares of common stock issuable upon exercise or conversion of securities | shares | 118,523,456 | ||||||||||||||||||
Number of directors | Director | 7 | ||||||||||||||||||
Percentage of common stock issued and outstanding shares | 66.34% | ||||||||||||||||||
TV Ammo Inc | Minimum | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Noncontrolling interest, ownership percentage by parent | 50% | ||||||||||||||||||
Percentage of disposition of asset | 50% | ||||||||||||||||||
TV Ammo Inc | Milestone Event Period | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Earnout shares vested | One-half | ||||||||||||||||||
Vesting period of earnout shares | 8 months | 3 years | |||||||||||||||||
TV Ammo Inc | Milestone Event I | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Number of trading days | 20 days | 20 days | |||||||||||||||||
Number of consecutive trading days | 30 days | 30 days | |||||||||||||||||
Percentage of daily trading volume of shares of common stock | 10% | ||||||||||||||||||
TV Ammo Inc | Milestone Event I | Minimum | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Threshold market price to achieve increased | $ / shares | $ 13.5 | ||||||||||||||||||
Weighted average market price per share | $ / shares | $ 12.5 | $ 12.5 | |||||||||||||||||
TV Ammo Inc | Milestone Event II | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Earnout shares vested | other half | ||||||||||||||||||
Number of trading days | 20 days | ||||||||||||||||||
Number of consecutive trading days | 30 days | ||||||||||||||||||
Percentage of daily trading volume of shares of common stock | 10% | ||||||||||||||||||
TV Ammo Inc | Milestone Event II | Minimum | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Weighted average market price per share | $ / shares | $ 15 | $ 15 | |||||||||||||||||
TV Ammo Inc | TV Ammo Common Stock | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||
Breeze Sponsor, LLC | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Deposit in trust account | $ 1,150,000 | $ 1,150,000 | |||||||||||||||||
Deposit representing per public share | $ / shares | $ 0.1 | $ 0.1 | |||||||||||||||||
Breeze Sponsor, LLC | TV Ammo Inc | Minimum | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Cash held outside Trust Account | $ 30,000,000 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 10 | ||||||||||||||||||
Cash | $ 30,000,000 | ||||||||||||||||||
Additional shares of common stock sold to investors | $ / shares | $ 10 | ||||||||||||||||||
Agreed to forfeit of shares if closing cash on hand | $ 50,000,000 | ||||||||||||||||||
Breeze Sponsor, LLC | TV Ammo Inc | Maximum [Member] | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Percentage of forfeit of common stock shares | 20% | ||||||||||||||||||
Business combination documented expenses | $ 1,000,000 | ||||||||||||||||||
Aggregate gross proceeds after merger agreement | $ 100,000,000 | ||||||||||||||||||
Related Party Loans | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 0.035 | ||||||||||||||||||
Related Party Loans | Maximum [Member] | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Warrants issuable on notes conversion upon completion of business combination | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||
Related Party Loans | Breeze Sponsor, LLC | Promissory Note | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Debt Instrument, Number of notes outstanding | Number | 3 | ||||||||||||||||||
Number of notes which has convertible feature | Number | 0 | ||||||||||||||||||
Loans outstanding | 7,037,710 | $ 7,037,710 | 5,336,837 | ||||||||||||||||
Related Party Loans | Breeze Sponsor, LLC | First promissory note dated November 22, 2021 (as amended) | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Loans outstanding | 1,150,000 | 1,150,000 | 1,150,000 | ||||||||||||||||
Related Party Loans | Breeze Sponsor, LLC | Second promissory note dated February 22, 2022 (as amended) | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Loans outstanding | 1,150,000 | 1,150,000 | 1,150,000 | ||||||||||||||||
Related Party Loans | Breeze Sponsor, LLC | Third promissory note dated February 1, 2022 (as amended) | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Loans outstanding | 4,737,710 | 4,737,710 | $ 3,036,837 | ||||||||||||||||
Related Party Loans | Breeze Sponsor, LLC | Maximum [Member] | Promissory Note | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Aggregate principal amount | 5,000,000 | 5,000,000 | |||||||||||||||||
Initial Public Offering Including Underwriters' Exercise | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Stock issued during period | shares | 11,500,000 | ||||||||||||||||||
Gross proceeds from initial public offering | $ 115,000,000 | ||||||||||||||||||
Net proceeds placed in Trust Account | $ 115,000,000 | ||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||||||||
Transaction costs | $ 4,099,907 | ||||||||||||||||||
Underwriting fees | 2,300,000 | ||||||||||||||||||
Other offering costs | 477,557 | ||||||||||||||||||
Cash held outside Trust Account | 181,681 | 181,681 | |||||||||||||||||
Cash | $ 181,681 | $ 181,681 | |||||||||||||||||
Initial Public Offering Including Underwriters' Exercise | Representative Founder Shares | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Offering costs | $ 1,322,350 | ||||||||||||||||||
Private Placement | |||||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | ||||||||||||||||||
Gross proceeds from sale of warrants | $ 5,425,000 | ||||||||||||||||||
Net proceeds placed in Trust Account | $ 1,725,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Sep. 26, 2023 | Sep. 22, 2023 | Mar. 29, 2023 | Mar. 22, 2023 | Sep. 13, 2022 | May 05, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Cash equivalents | $ 0 | $ 0 | ||||||
Common stock sold | 3,140,000 | 3,140,000 | ||||||
Number of common stock redeemed | 21,208 | 21,208 | 509,712 | 509,712 | 3,076,817 | 6,732,987 | ||
Common stock subject to possible redemption | 1,690,196 | 4,767,013 | 1,159,276 | 1,690,196 | ||||
Stock redemption price per share | $ 10.77 | $ 10.56 | $ 10.35 | $ 10.35 | $ 10.15 | |||
Offering costs incurred in connection with issuance of common stock | $ 3,704,282 | |||||||
Unrecognized tax benefits | 0 | $ 0 | ||||||
Accrued for interest and penalties | $ 0 | $ 0 | ||||||
Dilutive securities and other contracts potentially exercised or converted into common stock | 0 | 0 | ||||||
Concentrations of credit risk consist of cash accounts | $ 250,000 | |||||||
Initial Public Offering | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Common stock sold | 11,500,000 | |||||||
Transaction costs | $ 4,099,907 | |||||||
Underwriting fees | 2,300,000 | |||||||
Other offering costs | 477,557 | |||||||
Initial Public Offering | Representative Founder Shares | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Offering costs | 1,322,350 | |||||||
Public Warrants and Private Placement Warrants | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Transaction costs | $ 395,625 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Statement of Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Sep. 26, 2023 | Mar. 29, 2023 | Sep. 13, 2022 | May 05, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | |
Temporary Equity [Line Items] | ||||||
Common stock subject to possible redemption - Beginning balance | $ 17,730,156 | |||||
Accretion of Common stock to redemption value | $ 125,875 | |||||
Common stock redeemed | $ (231,000) | $ (5,400,000) | $ (31,845,056) | $ (69,700,628) | (231,076) | |
Common stock subject to possible redemption - Ending balance | 12,525,978 | |||||
Common Stock Subject To Possible Redemption | ||||||
Temporary Equity [Line Items] | ||||||
Common stock subject to possible redemption - Beginning balance | $ 12,631,179 | 17,730,156 | ||||
Accretion of Common stock to redemption value | 296,952 | |||||
Common stock redeemed | (5,395,929) | |||||
Common stock subject to possible redemption - Ending balance | $ 12,631,179 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net (loss) income | $ (1,076,594) | $ (1,510,300) | $ (654,261) | $ 1,459,229 | $ 810,614 | $ 2,567,790 | $ (3,241,155) | $ 4,837,633 |
Denominator: | ||||||||
Basic weighted average shares common stock outstanding | 4,318,640 | 7,338,471 | 4,471,096 | 10,798,286 | ||||
Basic net (loss) income per share common stock | $ (0.25) | $ 0.2 | $ (0.72) | $ 0.45 | ||||
Diluted weighted average shares common stock outstanding | 4,318,640 | 7,338,471 | 4,471,096 | 10,798,286 | ||||
Diluted net (loss) income per share common stock | $ (0.25) | $ 0.2 | $ (0.72) | $ 0.45 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Nov. 25, 2020 | Nov. 23, 2020 | Sep. 30, 2023 | |
Initial Public Offering [Line Items] | |||
Number of common stock entitled for each warrants | 1 | ||
Exercise price per share | $ 11.5 | ||
Public Warrant | |||
Initial Public Offering [Line Items] | |||
Number of common stock entitled for each warrants | 1 | ||
Exercise price per share | $ 11.5 | ||
Warrant exercisable period | 30 days | ||
Initial public offering closing period | 18 months | ||
Initial business combination expiration period | 5 years | ||
Initial Public Offering | |||
Initial Public Offering [Line Items] | |||
Common stock issued, Shares | 10,000,000 | ||
Shares issued price per share | $ 10 | ||
Aggregate purchase price | $ 100,000,000 | ||
Description of conversion feature | Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of common stock, $0.0001 par value, one Right to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (“Public Warrant”). | ||
Over-Allotment Option | |||
Initial Public Offering [Line Items] | |||
Common stock issued, Shares | 1,500,000 | ||
Shares issued price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Nov. 25, 2020 | Sep. 30, 2023 |
Private Placement [Line Items] | ||
Sale price per private placement warrant | $ 1 | $ 1 |
Number of common stock entitled for each warrants | 1 | |
Private Placement | ||
Private Placement [Line Items] | ||
Sale of warrants | 5,425,000 | |
Sale price per private placement warrant | $ 1 | |
Proceeds from issuance of warrants | $ 5,425,000 | |
Number of common stock entitled for each warrants | 1 | |
Common stock price per share | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||
Aug. 02, 2023 USD ($) $ / shares | Apr. 25, 2023 USD ($) $ / shares | Apr. 02, 2023 USD ($) | Mar. 30, 2023 USD ($) $ / shares | Feb. 23, 2023 USD ($) $ / shares | Jan. 25, 2023 USD ($) $ / shares | Dec. 26, 2022 USD ($) $ / shares | Nov. 26, 2022 USD ($) $ / shares | Oct. 26, 2022 USD ($) $ / shares | Oct. 01, 2022 USD ($) | Sep. 26, 2022 USD ($) $ / shares | Feb. 01, 2022 USD ($) | Nov. 25, 2020 $ / shares shares | Nov. 23, 2020 USD ($) $ / shares shares | Jul. 15, 2020 shares | Jun. 30, 2020 USD ($) shares | Sep. 30, 2023 USD ($) Director $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Director $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding | shares | 3,140,000 | 3,140,000 | 3,140,000 | ||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock, shares issued | shares | 3,140,000 | 3,140,000 | 3,140,000 | ||||||||||||||||||
Shares purchased by the directors, aggregate value | $ 315 | $ 315 | $ 315 | ||||||||||||||||||
Related party transaction, administrative service expense incurred and paid | $ 369,952 | $ 523,629 | $ 1,563,416 | $ 1,610,619 | |||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | $ 1 | ||||||||||||||||||
Initial Public Offering | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, shares issued | shares | 11,500,000 | 11,500,000 | |||||||||||||||||||
Aggregate purchase price | $ 100,000,000 | ||||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||||||||||
Common stock issued, Shares | shares | 10,000,000 | ||||||||||||||||||||
Over-Allotment Option | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | ||||||||||||||||||||
Common stock issued, Shares | shares | 1,500,000 | ||||||||||||||||||||
Private Placement | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock price per share | $ / shares | $ 11.5 | ||||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | ||||||||||||||||||||
Directors | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of directors | Director | 4 | 4 | |||||||||||||||||||
Right to purchase, number of shares by each director | shares | 25,000 | 25,000 | |||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Common stock, shares issued | shares | 100,000 | 100,000 | |||||||||||||||||||
Number of shares purchased by each director | shares | 25,000 | 25,000 | |||||||||||||||||||
Shares purchased by the directors, aggregate value | $ 10 | $ 10 | |||||||||||||||||||
Common stock, shares transfers upon closing of business combination | shares | 15,000 | ||||||||||||||||||||
Compensation expense | $ 401,000 | ||||||||||||||||||||
Aggregate purchase price | $ 401,000 | ||||||||||||||||||||
Fair value per share | $ / shares | $ 4.01 | $ 4.01 | |||||||||||||||||||
Breeze Sponsor, LLC | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Number of trading days | 20 days | ||||||||||||||||||||
Number of consecutive trading days | 30 days | ||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | |||||||||||||||||||
Extension time to deposit funds into trust account to consummate business combination | 1 month | ||||||||||||||||||||
Deposits into trust account | $ 41,317 | ||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.035 | ||||||||||||||||||||
Related Party Loans | Maximum [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Warrants issuable on notes conversion upon completion of business combination | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||
Representative | Over-Allotment Option | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock issued, Shares | shares | 250,000 | ||||||||||||||||||||
Consultant | Private Placement | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock issued, Shares | shares | 15,000 | ||||||||||||||||||||
Representative and Consultant | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Aggregate purchase price | $ 1,322,350 | ||||||||||||||||||||
Shares issued price per share | $ / shares | $ 4.99 | ||||||||||||||||||||
Founder shares will not be transferable, assignable or saleable, number of days after completion of business combination | 30 days | ||||||||||||||||||||
Founder Shares | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding | shares | 2,875,000 | ||||||||||||||||||||
Founder Shares | Breeze Sponsor, LLC | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Common stock, shares subject to forfeiture | shares | 375,000 | ||||||||||||||||||||
Ownership percentage of initial stockholders | 20% | ||||||||||||||||||||
Common stock, shares not subject to forfeiture | shares | 375,000 | ||||||||||||||||||||
Stock conversion ratio, description | one</span></span>-for-one basis, subject to certain adjustments, as described in Note 6." id="sjs-T68">The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a <span><span style="-sec-ix-hidden:Tag697">one</span></span>-for-one basis, subject to certain adjustments, as described in Note 6. | ||||||||||||||||||||
Stock conversion ratio | 1% | ||||||||||||||||||||
Breeze Sponsor, LLC | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Share holding period upon closing of business combination | 1 year | ||||||||||||||||||||
Common stock price per share | $ / shares | $ 12 | $ 12 | |||||||||||||||||||
Minimum share holding period upon closing of business combination | 150 days | ||||||||||||||||||||
Related party transaction, administrative service fee per month | $ 5,000 | ||||||||||||||||||||
Related party transaction, administrative service expense incurred and paid | $ 45,000 | $ 45,000 | |||||||||||||||||||
Breeze Sponsor, LLC | Related Party Loans | Promissory Note | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Maturity date | Sep. 26, 2023 | ||||||||||||||||||||
Promissory note | $ 7,037,710 | $ 7,037,710 | $ 5,336,837 | ||||||||||||||||||
Breeze Sponsor, LLC | Related Party Loans | Maximum [Member] | Promissory Note | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Aggregate principal amount | 5,000,000 | 5,000,000 | |||||||||||||||||||
Breeze Sponsor, LLC | Founder Shares | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Issuance of common stock, shares | shares | 100 | ||||||||||||||||||||
Purchase price of shares of common stock | $ 25,000 | ||||||||||||||||||||
Forward stock split | 28,750 | ||||||||||||||||||||
Related Party Loans | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Working capital loan | $ 4,737,710 | $ 4,737,710 | |||||||||||||||||||
Extension time to deposit funds into trust account to consummate business combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 3 months | ||||||||||||
Deposits into trust account | $ 41,317 | $ 41,317 | $ 59,157 | $ 59,157 | $ 59,157 | $ 59,157 | $ 59,157 | $ 59,157 | $ 1,150,000 | ||||||||||||
Shares issued price per share | $ / shares | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.1 | $ 0.1 | |||||||||||
Related Party Loans | Initial Public Offering | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.21 | $ 0.21 | |||||||||||||||||||
Pre-transaction equity value | $ 354,942 | ||||||||||||||||||||
Related Party Loans | Direct Working Capital | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Promissory note | $ 4,135,609 | 4,135,609 | |||||||||||||||||||
Related Party Loans | SPAC Extension Funds | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Working capital loan | $ 602,101 | $ 602,101 | |||||||||||||||||||
Related Party Loans | Promissory Note | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Maturity date | Sep. 26, 2023 | Sep. 26, 2023 | Mar. 26, 2023 | ||||||||||||||||||
Related Party Loans | Maximum [Member] | Promissory Note | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 5,000,000 | $ 4,000,000 | $ 1,500,000 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Nov. 25, 2020 | Nov. 23, 2020 | Sep. 30, 2023 | |
Subsidiary Or Equity Method Investee [Line Items] | |||
Percentage of advisor cash fee on gross proceeds of Initial Public Offering | 2.75% | ||
Cash fee for advisory services upon business combination | $ 3,162,500 | ||
Over-Allotment Option | |||
Subsidiary Or Equity Method Investee [Line Items] | |||
Shares issuable upon exercise of over-allotment option | 1,500,000 | ||
Underwriters option exercisable period | 45 days | ||
Common stock issued, Shares | 1,500,000 | ||
Shares issued price per share | $ 10 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 25, 2020 | |
Class Of Warrant Or Right [Line Items] | ||||||
Number of fractional shares issued upon exercise of public warrant | 0 | 0 | ||||
Warrants exercisable period after completion of business combination | 30 days | |||||
Warrants exercisable period from closing of initial public offering | 12 months | |||||
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation | 5 years | |||||
Class of warrant or right exercisable | 0 | 0 | ||||
Redemption price per warrant | $ 0.01 | $ 0.01 | ||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||
Minimum price per share required for redemption of warrants | 18 | $ 18 | ||||
Warrants redemption covenant, threshold trading days | 20 days | |||||
Warrants redemption covenant threshold consecutive trading days | 30 days | |||||
Maximum effective issue price to closing of business combination | $ 9.2 | $ 9.2 | ||||
Minimum percentage of total equity proceeds from issuances | 60% | 60% | ||||
Number of trading days prior on consummates business combination | 20 days | |||||
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115% | 115% | ||||
Percentage of redemption triggered price of warrants adjusted equal to higher of market value and issued price. | 180% | |||||
Warrants will not be transferable assignable or saleable number of period after completion of business combination | 30 days | |||||
Warrants outstanding | 5,425,000 | 5,425,000 | ||||
Warrant price per share | $ 1 | $ 1 | $ 1 | |||
Purchase price of warrant | $ 5,425,000 | $ 5,425,000 | ||||
Number of common stock entitled for each warrants | 1 | 1 | ||||
Exercise price per share | $ 11.5 | $ 11.5 | ||||
Change in fair value of warrant liabilities | $ (846,250) | $ 1,916,000 | $ (2,031,000) | $ 6,262,250 | ||
Public Warrant | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants outstanding | 11,500,000 | 11,500,000 | 11,500,000 | |||
Number of common stock entitled for each warrants | 1 | 1 | ||||
Exercise price per share | $ 11.5 | $ 11.5 | ||||
Private Placement Warrant | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants outstanding | 5,425,000 | 5,425,000 | 5,425,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Details) | 9 Months Ended | |||
Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Sep. 13, 2022 shares | May 05, 2022 shares | |
Equity [Abstract] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, voting rights | Holders of common stock are entitled to one vote for each share. | |||
Common stock, shares issued | 3,140,000 | 3,140,000 | ||
Common stock, shares outstanding | 3,140,000 | 3,140,000 | ||
Common stock subject to possible redemption | 1,159,276 | 1,690,196 | 1,690,196 | 4,767,013 |
Business combination right convertible share of common stock conversion ratio | 0.05 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Level 3 | Interest Bearing Bank Demand Deposit Account | ||
Investment held in Trust Account: | ||
Interest Bearing Bank Demand Deposit Account | ||
Fair Value, Recurring | Level 1 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | 2,185,000 | $ 805,000 |
Fair Value, Recurring | Level 1 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | ||
Fair Value, Recurring | Level 1 | Interest Bearing Bank Demand Deposit Account | ||
Investment held in Trust Account: | ||
Interest Bearing Bank Demand Deposit Account | 12,688,162 | |
Fair Value, Recurring | Level 1 | Non-Interest Bearing Bank Account | ||
Investment held in Trust Account: | ||
Interest Bearing Bank Demand Deposit Account | 17,730,969 | |
Fair Value, Recurring | Level 2 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | ||
Fair Value, Recurring | Level 2 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | ||
Fair Value, Recurring | Level 2 | Interest Bearing Bank Demand Deposit Account | ||
Investment held in Trust Account: | ||
Interest Bearing Bank Demand Deposit Account | ||
Fair Value, Recurring | Level 3 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | ||
Fair Value, Recurring | Level 3 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | $ 1,030,750 | 379,750 |
Fair Value, Recurring | Level 3 | Interest Bearing Bank Demand Deposit Account | ||
Investment held in Trust Account: | ||
Interest Bearing Bank Demand Deposit Account |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 11.5 | |
Assets, Transfers into Level 3 | $ 0 | $ 0 |
Assets, Transfers out of Level 3 | 0 | 0 |
Liabilities, Transfers into Level 3 | 0 | 0 |
Liabilities, Transfers out of Level 3 | $ 0 | $ 0 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 0.19 | $ 0.07 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Inputs for Fair Value (Details) - Modified Black Scholes - Private Placement Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.19 | 0.07 |
Probability of completing a Business Combination | 15% | 25.20% |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 11.17 | 10.43 |
Strike Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 11.5 | 11.5 |
Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | ||
Term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input, Term years | 5 years 4 months 28 days | 5 years 3 months 25 days |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.006 | 0.005 |
Risk-free Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.046 | 0.0399 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Warrants Liabilities (Details) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Fair value as of beginning of period | $ 2,369,500 | $ 1,015,500 | $ 1,184,750 | $ 2,762,250 | $ 3,608,500 | $ 7,108,500 |
Change in valuation inputs or other assumptions | 846,250 | 1,354,000 | (169,250) | (1,916,000) | (846,250) | (3,500,000) |
Fair value as of ending of period | 3,215,750 | 2,369,500 | 1,015,500 | 846,250 | 2,762,250 | 3,608,500 |
Private Placement | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Fair value as of beginning of period | 759,500 | 325,500 | 379,750 | 922,250 | 1,193,500 | 2,278,500 |
Change in valuation inputs or other assumptions | 271,250 | 434,000 | (54,250) | (651,000) | (271,250) | (1,085,000) |
Fair value as of ending of period | 1,030,750 | 759,500 | 325,500 | 271,250 | 922,250 | 1,193,500 |
Public | ||||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Fair value as of beginning of period | 1,610,000 | 690,000 | 805,000 | 1,840,000 | 2,415,000 | 4,830,000 |
Change in valuation inputs or other assumptions | 575,000 | 920,000 | (115,000) | (1,265,000) | (575,000) | (2,415,000) |
Fair value as of ending of period | $ 2,185,000 | $ 1,610,000 | $ 690,000 | $ 575,000 | $ 1,840,000 | $ 2,415,000 |
Interim Income Tax - Additional
Interim Income Tax - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (2.57%) | 0.25% | (1.10%) | 0.08% |
Statutory income tax rate | 21% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Promissory Note - Breeze Sponsor, LLC - Related Party Loans - USD ($) $ in Millions | 9 Months Ended | |
Oct. 01, 2023 | Sep. 30, 2023 | |
Subsequent Event [Line Items] | ||
Maturity date | Sep. 26, 2023 | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 5 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Maturity date | Jun. 24, 2024 | |
Subsequent Event [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate principal amount | $ 6 |