Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
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 Fwy. | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | true | ||
Entity Common Stock, Shares Outstanding | 4,299,276 | ||
Entity Public Float | $ 46,445,203 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | BREZ | ||
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 $11.50 per whole share | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | BREZW | ||
Rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Rights exchangeable into one-twentieth of one share of common stock | ||
Security Exchange Name | NASDAQ | ||
Trading Symbol | BREZR |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 4,228 | $ 14,129 |
Prepaid expenses | 148,953 | 160,503 |
Prepaid franchise taxes | 57,550 | 10,000 |
Prepaid income taxes | 36,742 | |
Total Current Assets | 266,145 | 202,705 |
Cash held in Trust Account | 12,977,528 | 17,730,969 |
Total Assets | 13,243,673 | 17,933,674 |
Current liabilities | ||
Accounts payable and accrued expenses | 206,639 | 67,500 |
Income tax payable | 2,089 | |
Excise tax payable | 56,270 | |
Total Current Liabilities | 8,077,415 | 5,550,530 |
Warrant liabilities | 2,200,250 | 1,184,750 |
Total Liabilities | 10,277,665 | 6,735,280 |
Commitments | ||
Common stock subject to possible redemption, 1,159,276 and 1,690,196 shares at redemption value as of December 31, 2023 and 2022, respectively | 12,647,701 | 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 and 3,140,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively (excluding 1,159,276 and 1,690,196 shares subject to possible redemption, respectively) | 315 | 315 |
Additional paid-in capital | ||
Accumulated deficit | (9,682,008) | (6,532,077) |
Total Stockholders’ Deficit | (9,681,693) | (6,531,762) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | 13,243,673 | 17,933,674 |
Sponsor [Member] | ||
Current assets | ||
Due from Sponsor | 18,672 | 18,073 |
Current liabilities | ||
Due to Sponsor | $ 7,814,506 | $ 5,480,941 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Sep. 22, 2023 | Mar. 22, 2023 | Dec. 31, 2022 | Sep. 13, 2022 |
Statement Of Financial Position [Abstract] | |||||
Common stock subject to possible redemption, shares at redemption value | 1,159,276 | 1,159,276 | 1,159,276 | 1,690,196 | 1,690,196 |
Preferred stock, par value | $ 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 | $ 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 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Operating and formation costs | $ 2,070,143 | $ 2,323,153 |
Loss from operations | (2,070,143) | (2,323,153) |
Other (expenses) income: | ||
Interest income | 554,701 | 813 |
Unrealized gain on marketable securities held in Trust Account | 188,903 | |
Change in fair value of warrant liabilities | (1,015,500) | 5,923,750 |
Total other (expenses) income, net | (460,799) | 6,113,466 |
(Loss) income before income taxes | (2,530,942) | 3,790,313 |
Income tax expense | (18,169) | (2,089) |
Net (loss) income | $ (2,549,111) | $ 3,788,224 |
Basic weighted average shares outstanding | 4,427,788 | 9,294,000 |
Diluted weighted average shares outstanding | 4,427,788 | 9,294,000 |
Basic net (loss) income per share of Common Stock | $ (0.58) | $ 0.41 |
Diluted net (loss) income per share of Common Stock | $ (0.58) | $ 0.41 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - 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 | (1,400,840) | (1,400,840) | ||
Net income (loss) | 3,788,224 | 3,788,224 | ||
Ending Balance at Dec. 31, 2022 | (6,531,762) | $ 315 | (6,532,077) | |
Ending Balance, Shares at Dec. 31, 2022 | 3,140,000 | |||
Accretion of Common Stock to redemption value | (544,550) | (544,550) | ||
Excise taxes payable | (56,270) | (56,270) | ||
Net income (loss) | (2,549,111) | (2,549,111) | ||
Ending Balance at Dec. 31, 2023 | $ (9,681,693) | $ 315 | $ (9,682,008) | |
Ending Balance, Shares at Dec. 31, 2023 | 3,140,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (2,549,111) | $ 3,788,224 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest and unrealized gain on marketable securities held in Trust Account | (554,701) | (189,716) |
Change in fair value of warrant liabilities | 1,015,500 | (5,923,750) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 10,951 | (54,419) |
Prepaid franchise taxes | (47,550) | |
Prepaid income taxes | (36,742) | |
Long-term liabilities | 95,790 | |
Accounts payable and accrued expenses | 139,139 | (530,947) |
Franchise tax payable | (210,000) | |
Income tax payable | (2,089) | 2,089 |
Net cash used in operating activities | (2,024,603) | (3,022,729) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (528,514) | (1,400,840) |
Cash withdrawn from Trust Account to redeeming shareholders | 5,627,005 | 101,545,684 |
Cash withdrawn from Trust Account to pay franchise and income taxes | 209,650 | 231,246 |
Net cash provided by investing activities | 5,308,141 | 100,376,090 |
Cash Flows from Financing Activities: | ||
Proceeds from short-term working capital loan - related party | 1,811,900 | 2,800,209 |
Proceeds from promissory note – related party | 521,666 | 1,400,840 |
Redemptions of common stock | (5,627,005) | (101,545,684) |
Net cash used in financing activities | (3,293,439) | (97,344,635) |
Cash – Beginning of period | 14,129 | 5,403 |
Cash – End of period | 4,228 | 14,129 |
Net Change in Cash | (9,901) | 8,726 |
Supplemental disclosure of non-cash financing activities: | ||
Excise taxes payable | 56,270 | |
Accretion of common stock subject to redemption value | $ 544,550 | $ 1,400,840 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Breeze Holdings Acquisition Corp. (the “Company”) 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 December 31, 2023 December 31, 2023 2022 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 December 31, 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 $10.15 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 no 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 ) and any Public Shares purchased by it during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. If the Company se eks 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 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, (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 6 On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 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 $1,150,000 (the “Second Extension Payment”), representing $0.10 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 ($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, 6,732,987 shares of the Company’s common stock were redeemed for $69,700,628, (the “Redemption”). On May 10, 2022, $109,000 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 ($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 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 one one one six 6 one 1 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 one If the executes all nine (9) extensions, it will have until June 26, 2024 six one ten 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 us 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 Trt Account to below ( 1 2 1933 O n January 26, 2022, the Company (or “Breeze”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Combination Agreement”), by and among Breeze, D-Orbit S.p.A, an Italian Società per azioni (“D-Orbit”), D-Orbit S.A., a newly-formed joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”), Lift-Off Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Seraphim Space (Manager) LLP, a UK limited liability partnership. 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. On October 31, 2022, Breeze entered into the Original Merger Agreement, by and among Breeze, Company Merger Sub, and TV Ammo. On February 14, 2024, Breeze entered into an Amended and Restated Merger Agreement and Plan of Reorganization (the “A&R Merger Agreement”), by and among Breeze, True Velocity, Parent Merger Sub, Company Merger Sub, and TV Ammo, which amended and restated the Original Merger Agreement in its entirety. The A&R Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Breeze, True Velocity Parent Merger Sub, Company Merger Sub, and TV Ammo. Pursuant to and in accordance with the terms set forth in the A&R Merger Agreement, (a) Parent Merger Sub will merge with and into Breeze, with Breeze continuing as the surviving entity (the “Parent Merger”), as a result of which, (i) Breeze will become a wholly owned subsidiary of True Velocity, and (ii) each issued and outstanding security of Breeze immediately prior to the effective time of the Parent Merger (the “Parent Merger Effective Time”) (other than shares of Breeze Common Stock that have been redeemed or are owned by Breeze or any of its direct or indirect subsidiaries as treasury shares and any Dissenting Parent Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of True Velocity (other than the Breeze Rights, which shall be automatically converted into shares of True Velocity), and, (b) immediately following the consummation of the Parent Merger but on the same day, Company Merger Sub will merge with and into TV Ammo, with TV Ammo continuing as the surviving entity (the “Company Merger” and, together with the Parent Merger, the “Mergers”), as a result of which, (i) TV Ammo will become a wholly owned subsidiary of True Velocity, and (ii) each issued and outstanding security of TV Ammo immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”) (other than any Cancelled Shares or Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled in exchange for the issuance to the holder thereof of a substantially equivalent security of True Velocity. The Mergers and the other transactions contemplated by the A&R Merger Agreement are hereinafter referred to as the “Business Combination.” The Business Combination is expected to close in the second 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, the market capitalization of Breeze based on a closing price of $11.21 on February 6, 2024, which results in a combined company equity value of $1,233,429,449. 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 A&R 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) 15% and (b) the amount by which 118,523,456 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 prior to the Closing. The Earnout Shares will be issued at the Closing and subject to forfeiture. One-half of the Earnout Shares shall become fully vested and no longer subject to forfeiture if, during the three-year 13 fifty 50 fifty 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 A&R 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 4 The parties to the A&R 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. The obligations of Breeze, True Velocity, Parent Merger Sub and Company Merger Sub (the “Breeze Parties”) and TV Ammo to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the approval of Breeze’s stockholders, (ii) the approval of TV Ammo’s stockholders, and (iii) True Velocity’s Form S- 4 In addition, the obligations of the Breeze Parties to consummate the Business Combination are also subject to the fulfillment (or waiver) of other closing conditions, including, but not limited to, (i) 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, (ii) delivery of certain ancillary agreements required to be executed and delivered in connection with the Business Combination, and (iii) no Material Adverse Effect 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, (i) the representations and warranties of the Breeze Parties being true and correct to the standards applicable to such representations and warranties and each of the covenants of the Breeze Parties having been performed or complied with in all material respects, (ii) the shares of True Velocity Common Stock issuable in connection with the Business Combination being listed on the Nasdaq Stock Market, and (iii) Breeze having cash on hand at the Closing (inclusive of proceeds from certain permitted financings) (“Breeze Cash on Hand”) of at least $30,000,000 (the “Minimum Cash Amount”) (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 or subject to reimbursement by the Sponsor). If, after the Breeze stockholder meeting to approve the Business Combination is held, Breeze Cash on Hand is less than the Minimum Cash Amount, then Breeze may, in accordance with the terms of the A&R Merger Agreement, sell additional shares of Breeze Common Stock to investors for not less than $10.00 per share (“Additional Financings”) up to the amount that would cause Breeze Cash on Hand to be at least equal to the Minimum Cash Amount. The A&R Merger Agreement may be terminated under certain customary and limited circumstances prior to the Closing of the Business Combination, including, but not limited to, (i) by mutual written consent of Breeze and TV Ammo, (ii) by Breeze, on the one Under certain circumstances as described further in the A&R Merger Agreement, if the A&R 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. The A&R Merger Agreement contemplates that TV Ammo (a) may enter into agreements to raise capital in one Concurrently with the execution of the A&R Merger Agreement, Breeze, True Velocity, TV Ammo and the Parent Initial Stockholders entered into an Amended and Restated Sponsor Support Agreement (the “A&R 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 Parent Proposals, including the adoption of the A&R Merger Agreement and the approval of the Transactions; (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 the Breeze Parties’ representations, warranties, covenants, agreements or obligations under the A&R Merger Agreement or (ii) any of the mutual or TV Ammo conditions to the Closing in the A&R 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 Mergers or the other Transactions; (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 Mergers and the other Transactions on the terms and subject to the conditions set forth in the A&R Merger Agreement prior to any valid termination of the A&R 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 A&R 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 Parent Proposals. A dditionally, 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 Stockholders (at a price per share not to be less than $10.00) would be reasonably required (i) to cause 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 True Velocity Common Stock held by it if, on the six The foregoing description of the A&R Sponsor Support Agreement is subject to and qualified in its entirety by reference to the full text of the A&R 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 66.8% of the issued and outstanding shares of TV Ammo executed the 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 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 TV Ammo Preferred Conversion to take effect immediately prior to the Closing; (c) agreed to waive any appraisal or similar rights they may have pursuant to the TBOC with respect to the Merger and the other Transactions; (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. The foregoing description of the Stockholder Support Agreement is subject to and qualified in its entirety by reference to the full text of the form of Stockholder Support Agreement, a copy of which is included as Exhibit 10.2 In accordance with the A&R Merger Agreement, within thirty 30 In accordance with the A&R Merger Agreement, within thirty 30 four four six I n accordance with the A&R Merger Agreement, within thirty 30 The foregoing description of the A&R Stockholder Support Agreement, the A&R Lock-Up Agreement and the Second A&R Registration Rights Agreement are subject to and qualified in its entirety by reference to the full text of the forms of A&R Stockholder Support Agreement, A&R Lock-Up Agreement and Second A&R Registration Rights Agreement, respectively, copies of which were attached as Exhibits 10.2 10.3 10.4 Going concern As of December 31, 2023 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and non-interest bearing promissory note (see Note 5 On November 27, 2023, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on December 6, 2023 due to the Company’s non-compliance with Nasdaq IM- 5101 2 one 36 On March 15, 2024, the Company received the Panel’s determination granting the Company an exception until May 28, 2024 to complete its initial business combination. In the event the Business Combination is not closed by May 28, 2024, the Company's common stock, rights and warrants will trade over-the-counter until such time as the Business Combination is completed. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one In addition, 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”). The transaction has been unanimously approved by the boards of directors of both True Velocity and Breeze Holdings. It is expected to close in the second quarter of 2024, subject to regulatory and stockholder approvals, and other customary closing conditions. In the event the Business Combination is not completed by April 26, 2024, the Sponsor will be required to make additional monthly extension payments into the Company's Trust Account until such time as the Business Combination is completed. If the Business Combination is not completed by June 26, 2024, the Company will seek shareholder approval to extend the date by which the Business Combination must be completed. Any extension approved the Company's shareholders may require Sponsor to deposit additional funds into the Company's Trust Account. Risks and uncertainties Management is currently evaluating the impact of the COVID- 19 With rising tensions around the world based on the current conflict between Ukraine and Russia, we may be unable to complete a business combination if concerns related to this and other potential conflicts impact global capital markets, the ability to transfer money, currency exchange rates, cyber attacks and infrastructure including power generation and transmission, communications, and travel. The outcome of these conflicts or their impact cannot be predicted and may have an adverse impact in a material way on our ability to consummate a business combination, or to operate a target business with which we ultimately consummate a business combination. With rising tensions around the world based on the current conflict between Israel and Hamas, we may be unable to complete a business combination if concerns related to this and other potential conflicts impact global capital markets, the ability to transfer money, currency exchange rates, cyber attacks and infrastructure including power generation and transmission, communications, and travel. Escalating conflicts could also have an impact on global demands for health care, international trade including vendor supply chains, and energy. In addition, there have been recent threats to infrastructure and equipment including cyber attacks, physical facility destruction and equipment destruction. The outcome of these conflicts or their impact cannot be predicted and may have an adverse impact in a material way on our ability to consummate a business combination, or to operate a target business with which we ultimately consummate a business combination. On August 16, 2022, the Inflation Reduction Act of 2022 1 2023 Business Combination, unless an exemption is available. Consequently, the value of an investment in the Company’s securities may decrease as a result of the excise tax. In addition, the excise tax may make a transaction with the Company less appealing to potential Business Combination targets, and thus, potentially hinder the Company’s ability to enter into and consummate an initial Business Combination. Further, the application of the excise tax in the event of a liquidation is uncertain absent further guidance. On March 29, 2023, the Company redeemed 509,712 5.4 21,208 231,000 450 450 1 , 2023 56,270 1 We may maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit. The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023 and March 12, 2023, respectively. The Company does not have any direct exposure to Silicon Valley Bank or New York Signature Bank. However, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and finan |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2 2012 404 Further, Section 102 1 Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of December 31, 2023 and December 31, 2022. Use of estimates The preparation of the 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 December 31, 2023 December 31, 2022 Cash held in Trust Account At December 31, 2023 all of the assets held in the Trust Account were held as cash in an interest-bearing bank demand deposit account. At December 31, 2022 all of the assets held in the Trust Account were held as cash in a non-interest bearing bank account. 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 Accounting Standards Codification (“ASC”) 480 99 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 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 ($ 10.56 509,712 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 21,208 1,159,276 shares of common stock remaining , 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 December 31, 2023 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 Plus: Accretion of Common stock to redemption value 173,001 Less: Common stock redeemed March 22, 2023 (5,395,929 ) Common stock subject to possible redemption – March 31, 2023 12,507,228 Plus: Accretion of Common stock to redemption value 123,951 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 13, 2023 (231,076 ) Common stock subject to possible redemption – September 30, 2023 12,525,978 Plus: Accretion of Common stock to redemption value 121,723 Common stock subject to possible redemption – December 31, 2023 $ 12,647,701 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, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740-270 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 2022 Net (loss) income per share Net (loss) income per share of common stock is computed by dividing net (loss)income 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 December 31, 2023 2022 The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2023 For the Twelve Months Ended December 31, 2022 Numerator: Net (loss) income $ (2,549,111 ) $ 3,788,224 Denominator: Weighted average shares of Common Stock 4,427,788 9,294,000 Basic and diluted net (loss) income per share of Common Stock $ (0.58 ) $ 0.41 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 Federal Deposit Insurance Corporate 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 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 10 Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s 2020 06 The new standard is effective for the Company on January 1, 2023, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company adopted ASU 2020-06 as of January 1, 2023. There was no effect from such adoption to the financial statements, 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 On December 14, 2023 2023 09 740 2023 09 2023 09 2024 2025 one The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 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 0.0001 one one 1 20 one one In connection with the underwriters’ exercise of the over-allotment option on November 25, 2020, the Company sold an additional 1,500,000 10.00 one 11.50 7 30 18 five years one |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and I-Bankers 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
Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Related Party | |
Related Party | Note 5 — Related Party 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 does 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-for-one 6 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 Founders Shares to the Company’s Directors, as described above, is within the scope of FASB ASC Topic 718 718 718 The compensation expense related to these share purchases was recorded in full on the grant date of July 6, 2021 for a total of $401,000. T his expense is included within operating and formation costs on the statement of operations for the year ended December 31, 2021 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 years ended December 31, 2023 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. However, all working capital promissory notes specifically state that the Sponsor has elected not to convert. 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 for a total of up to $5,000,000. On October 1, 2023, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2024 for a total of up to $6,000,000. December 31, 2023 December 2023 The Company additionally owes Sponsor $178,572 for expenses paid by Sponsor on behalf of the Company. The total amount owed Sponsor as of December 31, 2023 is $7,814,506. The Company had 12 two three 18 three-month On September 13, 2022, the Company held its annual stockholders’ meeting and approved the Company to extend the date of September 26, 2022, up to six 6 one 1 For each one-month The Company held a meeting of its stockholders on March 22, 2023 where the Company’s stockholders approved the Company to extend the date of March 26, 2023, up to six 6 one 1 For each one-month 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 one 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 accounted for the Representative Shares and Consultant Shares as a deferred offering cost of the Initial Public Offering. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants were expensed immediately in the statement of operations, while offering costs allocated to the redeemable Public Shares were deferred and subsequently charged to temporary stockholders’ equity following the completion of the Initial Public Offering. In 2020, the Company estimated and recorded the fair value of the Representative Shares and Consultant Shares to be $ based upon the price of the common stock issued ($ 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) days after the completion of a Business Combination and 180 days pursuant to FINRA Conduct Rule 5110 (e)( 1 ) following the effective date of the Registration Statement to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110 (e), the Representative Shares and Consultant Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. In addition, the holders of 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 | 12 Months Ended |
Dec. 31, 2023 | |
Commitments | |
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. on November 23, 2020, 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. Merger Proxy/Business Combination Rate Agreement On December 2, 2022, the Company signed a Merger Proxy/Business Combination Rate Agreement with Edgar Agents LLC, for SEC document preparation, printing and filing for the merger with TV Ammo. The agreement includes an obligation to pay a Transaction Success Fee of $50,000 upon successful completion and filing of the documents with the SEC. Proxy Solicitation Services Agreement On January 31, 2022, the Company signed a Proxy Solicitation Services Agreement with D.F. King & Co., Inc., for proxy solicitation services associated with the business combination with TV Ammo. The agreement includes an obligation to pay a Service Fee of $25,000 and a discretionary fee, if warranted, at the sole discretion of the Company upon completion of the proxy solicitation services. Public Relations Agreement On February 29, 2024, the Company signed a Public Relations Agreement with Gateway Group, Inc., for public relations services for the business combination with TV Ammo. The agreement includes an obligation to pay a Transaction Success Fee of $20,000 upon the successful completion of the business combination with TV Ammo. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | Note 7 — Warrants As of December 31, 2023 2022 11,500,000 5,425,000 815 40 Under the guidance in ASC 815-40, certain warrants do not meet the criteria for equity treatment. These warrants include a clause whereby the warrant holder may be entitled to receive a net cash settlement upon the acceptance by the holders of the Company’s common stock of a tender, exchange or redemption offer. Upon such a qualifying tender cash offer (an event which could be outside the control of the Company), all Warrant holders would be entitled to cash. 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 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 not be transferable, assignable or salable until 30 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 were 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. 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. 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 Modified Black Scholes 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 $1,015,500 and a gain $5,923,750 within change in fair value of warrant liabilities in the consolidated statement of operations for the years ended December 31, 2023 2022 |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit | |
Stockholders' Deficit | Note 8 — Stockholders’ 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 December 31, 2023 2022 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 December 31, 2023 2022 Rights — E xcept 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 20 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 9 — Income Taxes The Company’s net deferred tax assets are as follows: 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 71,824 $ 23,712 Capitalized start-up costs 777,461 598,616 Total deferred tax assets 849,285 622,328 Valuation allowance (849,285 ) (622,328 ) Deferred tax assets, net of valuation allowance $ — $ — The income tax provisions for the year ended December 31, 2023 2022 For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Federal Current $ 18,169 $ 2,089 Deferred (226,958 ) (284,667 ) State Current — — Deferred — — Change in valuation allowance 226,958 284,667 Income tax provision $ 18,169 $ 2,089 As of December 31, 2023 2022 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2023 2022 A reconciliation of the U.S. federal income tax rate to the Company’s effective tax rate at December 31, 2023 2022 2023 2022 Statutory U.S. Federal income tax rate 21.00 % 21.00 % Change in fair market value of warrant liabilities (8.43) % (32.82) % Previous tax year adjustment 4.19 % 1.91 % Non-deductible transaction costs (8.26) % 2.46 % Change in valuation allowance (8.97) % 7.51 % Other (0.25) % — % Income tax provision (0.72) % 0.06 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value of warrants, non-deductible transaction costs and the change in the valuation allowance on deferred tax assets. The Company files income tax returns in the U.S. federal and Texas jurisdictions, both of which remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2023 Description Level 1 Level 2 Level 3 Liabilities Warrant liability – Public Warrants $ 1,495,000 $ — $ — Warrant liability – Private Placement Warrants $ — $ — $ 705,250 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 Liabilities Warrant liability - Public Warrants $ 805,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 379,750 The Company utilized a back-solve lattice model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2023 2022 1 December 31, 2023 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 consolidated statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 zero he probability of completing the business combination is derived by taking a sample of other special purpose acquisition companies and calculating the implied probability of completion for each company in the sample set. The average and 1st and 3rd quartiles of the implied probability of completion then formulates the basis for the probability utilized for the Company in the models. zero The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1 2 3 2023 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 December 31, 2023 As of December 31, 2022 Stock price $ 11.03 $ 10.43 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 6.50 % 25.2 % Dividend yield — — Term (in years) 5.25 5.32 Volatility 11.30 % 0.5 % Risk-free rate 3.84 % 3.99 % Fair value of warrants $ 0.13 $ 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, 2022 $ 379,750 $ 805,000 $ 1,184,750 Change in valuation inputs or other assumptions 325,500 690,000 1,015,500 Fair value as of December 31, 2023 $ 705,250 $ 1,495,000 $ 2,200,250 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
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 consolidated financial statements were issued. Based upon this review, the Company did not, except as described in these consolidated financial statements and below, identify any other subsequent events that would have required adjustment or disclosure in the consolidated financial statements. O n February 14, 2024 Breeze filed an S- 4 Pursuant to and in accordance with the terms of the A&R Merger Agreement, a wholly-owned subsidiary of True Velocity, Breeze Merger Sub, Inc. (“Breeze Merger Sub”), will merge with and into Breeze Holdings and, immediately following the consummation of such merger, a second wholly-owned subsidiary of True Velocity will merge with and into TV Ammo, with both Breeze Holdings and TV Ammo surviving such mergers and becoming wholly-owned subsidiaries of True Velocity, and True Velocity will seek to become a publicly traded entity listed on Nasdaq. In connection with the formation of Breeze Merger Sub on February 13, 2024, True Velocity acquired 1,000 shares of common stock of Breeze Merger Sub for $1.00. In connection with the Business Combination, (i) the outstanding securities of TV Ammo will be converted into substantially equivalent securities of True Velocity, and (ii) the outstanding securities of Breeze Holdings will be converted into substantially equivalent securities of True Velocity. The description of the Business Combination provided here is only a summary and should be considered as qualified in its entirety by the A&R Merger Agreement. The A&R Merger Agreement amended and restated the Merger Agreement and Plan of Reorganization previously entered into by Breeze Holdings and TV Ammo on October 31, 2022, which was disclosed in Breeze Holdings’ Current Report on Form 8-K filed with the SEC on November 1, 2022, to, among other things, change the legal structure of the business combination and to extend the term of the agreement. Breeze Holdings will file a Current Report on Form 8-K with the SEC disclosing the material terms of the A&R Merger Agreement. The transaction has been unanimously approved by the boards of directors of both True Velocity and Breeze Holdings. It is expected to close in the second quarter of 2024 Upon completion of the transaction, True Velocity will be led by Kevin Boscamp, Founder, Chairman and CEO; Chris Tedford, COO; and Craig Etchegoyen, President and Chief IP Officer. The Company’s approximate 110 employees have more than 200 years of combined military service and are experts in manufacturing, technology, engineering, and quality control. |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2 2012 404 Further, Section 102 1 Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary, Merger Sub, after elimination of all intercompany transactions and balances as of December 31, 2023 and December 31, 2022. |
Use of estimates | Use of estimates The preparation of the 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 December 31, 2023 December 31, 2022 |
Cash held in Trust Account | Cash held in Trust Account At December 31, 2023 all of the assets held in the Trust Account were held as cash in an interest-bearing bank demand deposit account. At December 31, 2022 all of the assets held in the Trust Account were held as cash in a non-interest bearing bank account. |
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 Accounting Standards Codification (“ASC”) 480 99 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 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 ($ 10.56 509,712 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 21,208 1,159,276 shares of common stock remaining , 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 December 31, 2023 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 Plus: Accretion of Common stock to redemption value 173,001 Less: Common stock redeemed March 22, 2023 (5,395,929 ) Common stock subject to possible redemption – March 31, 2023 12,507,228 Plus: Accretion of Common stock to redemption value 123,951 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 13, 2023 (231,076 ) Common stock subject to possible redemption – September 30, 2023 12,525,978 Plus: Accretion of Common stock to redemption value 121,723 Common stock subject to possible redemption – December 31, 2023 $ 12,647,701 |
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, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740-270 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 2022 |
Net (loss) income per share | Net (loss) income per share Net (loss) income per share of common stock is computed by dividing net (loss)income 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 December 31, 2023 2022 The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2023 For the Twelve Months Ended December 31, 2022 Numerator: Net (loss) income $ (2,549,111 ) $ 3,788,224 Denominator: Weighted average shares of Common Stock 4,427,788 9,294,000 Basic and diluted net (loss) income per share of Common Stock $ (0.58 ) $ 0.41 |
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 Federal Deposit Insurance Corporate 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 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 10 |
Recent accounting pronouncements | Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s 2020 06 The new standard is effective for the Company on January 1, 2023, although early adoption is permitted. The ASU allows the use of the modified retrospective method or the fully retrospective method. The Company adopted ASU 2020-06 as of January 1, 2023. There was no effect from such adoption to the financial statements, 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 On December 14, 2023 2023 09 740 2023 09 2023 09 2024 2025 one The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of Common Stock Subject to Possible Redemption | As of December 31, 2023 Common stock subject to possible redemption – December 31, 2022 $ 17,730,156 Plus: Accretion of Common stock to redemption value 173,001 Less: Common stock redeemed March 22, 2023 (5,395,929 ) Common stock subject to possible redemption – March 31, 2023 12,507,228 Plus: Accretion of Common stock to redemption value 123,951 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 13, 2023 (231,076 ) Common stock subject to possible redemption – September 30, 2023 12,525,978 Plus: Accretion of Common stock to redemption value 121,723 Common stock subject to possible redemption – December 31, 2023 $ 12,647,701 |
Calculation of Basic and Diluted Net (Loss) Income per Common Share | The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2023 For the Twelve Months Ended December 31, 2022 Numerator: Net (loss) income $ (2,549,111 ) $ 3,788,224 Denominator: Weighted average shares of Common Stock 4,427,788 9,294,000 Basic and diluted net (loss) income per share of Common Stock $ (0.58 ) $ 0.41 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Components of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 71,824 $ 23,712 Capitalized start-up costs 777,461 598,616 Total deferred tax assets 849,285 622,328 Valuation allowance (849,285 ) (622,328 ) Deferred tax assets, net of valuation allowance $ — $ — |
Provisions for Income Taxes | The income tax provisions for the year ended December 31, 2023 2022 For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Federal Current $ 18,169 $ 2,089 Deferred (226,958 ) (284,667 ) State Current — — Deferred — — Change in valuation allowance 226,958 284,667 Income tax provision $ 18,169 $ 2,089 |
Reconciliation of U.S Federal Income Tax Rate | A reconciliation of the U.S. federal income tax rate to the Company’s effective tax rate at December 31, 2023 2022 2023 2022 Statutory U.S. Federal income tax rate 21.00 % 21.00 % Change in fair market value of warrant liabilities (8.43) % (32.82) % Previous tax year adjustment 4.19 % 1.91 % Non-deductible transaction costs (8.26) % 2.46 % Change in valuation allowance (8.97) % 7.51 % Other (0.25) % — % Income tax provision (0.72) % 0.06 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
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 December 31, 2023 Description Level 1 Level 2 Level 3 Liabilities Warrant liability – Public Warrants $ 1,495,000 $ — $ — Warrant liability – Private Placement Warrants $ — $ — $ 705,250 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 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 December 31, 2023 As of December 31, 2022 Stock price $ 11.03 $ 10.43 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 6.50 % 25.2 % Dividend yield — — Term (in years) 5.25 5.32 Volatility 11.30 % 0.5 % Risk-free rate 3.84 % 3.99 % Fair value of warrants $ 0.13 $ 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, 2022 $ 379,750 $ 805,000 $ 1,184,750 Change in valuation inputs or other assumptions 325,500 690,000 1,015,500 Fair value as of December 31, 2023 $ 705,250 $ 1,495,000 $ 2,200,250 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||||||||||
Sep. 26, 2023 | Sep. 22, 2023 | Mar. 29, 2023 | Mar. 22, 2023 | Nov. 09, 2022 | Oct. 31, 2022 | Sep. 13, 2022 | Sep. 11, 2022 | Sep. 08, 2022 | May 10, 2022 | May 05, 2022 | Nov. 25, 2020 | Nov. 22, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 22, 2022 | Nov. 22, 2021 | |
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Warrants sold during period | 5,425,000 | ||||||||||||||||
Sale price per private placement warrant | $ 1 | $ 1 | |||||||||||||||
Net proceeds placed in Trust Account | $ 12,977,528 | $ 17,730,969 | |||||||||||||||
Interest Income Expense Nonoperating Net | $ 554,701 | 813 | |||||||||||||||
Shares issued price per share | $ 0.035 | ||||||||||||||||
Transaction costs | $ 4,099,907 | ||||||||||||||||
Underwriting fees | 2,300,000 | ||||||||||||||||
Other offering costs | 477,557 | ||||||||||||||||
Cash held outside Trust Account | $ 4,228 | 14,129 | |||||||||||||||
Aggregate fair market value as percentage of assets held in Trust Account | 80% | ||||||||||||||||
Percentage of outstanding voting securities to be owned or acquired post-transaction | 50% | ||||||||||||||||
Stock redemption price per share | $ 10.77 | $ 10.77 | $ 10.56 | $ 10.56 | $ 10.35 | $ 10.35 | $ 10.15 | ||||||||||
Minimum net intangible assets required for business combination | $ 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 | 21,208 | 21,208 | 509,712 | 509,712 | 3,076,817 | 6,732,987 | |||||||||||
Number of common stock redeemed, value | $ 231,000,000,000 | $ 5,400,000 | $ 31,845,056 | $ 69,700,628 | |||||||||||||
Cash withdrawn from trust account | $ 122,247 | $ 109,000 | |||||||||||||||
Cash used in operating activities | $ 2,024,603 | 3,022,729 | |||||||||||||||
Net loss | 2,549,111 | (3,788,224) | |||||||||||||||
Non-cash decrease in fair value of warrant liabilities | (1,015,500) | 5,923,750 | |||||||||||||||
Interest And Unrealized Gain Loss On Investments | 554,701 | 189,716 | |||||||||||||||
Cash provided by investing activities | 5,308,141 | 100,376,090 | |||||||||||||||
Extension payments paid into the Trust Account | 528,514 | 1,400,840 | |||||||||||||||
Redemption of common stock in investing activities | 5,627,005 | 101,545,684 | |||||||||||||||
Cash withdrawal of interest income from the Trust Account | 209,650 | 231,246 | |||||||||||||||
Net cash used in financing activities | 3,293,439 | 97,344,635 | |||||||||||||||
Proceeds from a related party working capital loan | 1,811,900 | 2,800,209 | |||||||||||||||
Proceeds from a related party promissory note | 521,666 | 1,400,840 | |||||||||||||||
Redemptions of common stock | $ 5,627,005 | $ 101,545,684 | |||||||||||||||
Trust account outstanding public share | $ 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 | ||||||||||||||||
Assets remaining available for distribution, per share, maximum. | $ 10.35 | ||||||||||||||||
Business combination expected to close | quarter of 2024 | ||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||
Cash | $ 4,228 | $ 14,129 | |||||||||||||||
Working capital deficit | 7,849,292 | ||||||||||||||||
Proceeds from sale of founder shares | $ 25,000 | ||||||||||||||||
Proceeds from unsecured and non-interest bearing promissory note | $ 300,000 | ||||||||||||||||
Excise tax payable | $ 56,270 | ||||||||||||||||
Percentage of excise tax liability shares redeemed | 1% | ||||||||||||||||
Percentage of excise tax on redemption amount paid | 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 | $ 0.0001 | ||||||||||||||||
Assumed value per share of common stock | $ 10 | ||||||||||||||||
TV Ammo Inc | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Pre-transaction equity value | $ 1,185,234,565 | ||||||||||||||||
Business Acquisition, Share Price | $ 11.21 | ||||||||||||||||
Combined equity value | $ 1,233,429,449 | ||||||||||||||||
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 | 118,523,456 | ||||||||||||||||
Number of directors | 7 | ||||||||||||||||
TV Ammo Inc | Milestone Event Period | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Earnout shares vested | One-half | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Earnout Shares Vesting Period | 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 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 | Minimum | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50% | ||||||||||||||||
Percentage Of Disposition Of Asset | 50% | ||||||||||||||||
TV Ammo Inc | Minimum | Milestone Event I | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Share Based Compensation Arrangement Common Stock Weighted Average Market Price Per Share | $ 12.5 | ||||||||||||||||
Weighted average market price per share | $ 12.5 | ||||||||||||||||
Threshold market price to achieve increased | 13.5 | ||||||||||||||||
TV Ammo Inc | Minimum | Milestone Event II | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Share Based Compensation Arrangement Common Stock Weighted Average Market Price Per Share | $ 15 | ||||||||||||||||
Weighted average market price per share | $ 15 | ||||||||||||||||
TV Ammo Inc | Maximum [Member] | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Percentage of forfeit of common stock shares | $ 1,000,000 | ||||||||||||||||
Aggregate gross proceeds after merger agreement | $ 100,000,000 | ||||||||||||||||
TV Ammo Inc | TV Ammo Common Stock | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Common stock, par value | $ 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 | $ 0.1 | $ 0.1 | |||||||||||||||
Number of trading days | 20 days | ||||||||||||||||
Number of consecutive trading days | 30 days | ||||||||||||||||
Breeze Sponsor, LLC | TV Ammo Inc | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Percentage of common stock issued and outstanding shares | 66.80% | ||||||||||||||||
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 | $ 10 | ||||||||||||||||
Cash | $ 30,000,000 | ||||||||||||||||
Additional shares of common stock sold to investors | $ 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% | ||||||||||||||||
Representative Founder Shares | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Offering costs | $ 1,322,350 | ||||||||||||||||
Initial Public Offering Including Underwriters’ Exercise | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Stock issued during period | 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 | $ 10 | ||||||||||||||||
Private Placement | |||||||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||||||
Sale price per private placement warrant | $ 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 ($) | 12 Months Ended | ||||||||
Sep. 26, 2023 | Sep. 22, 2023 | Mar. 29, 2023 | Mar. 22, 2023 | Sep. 13, 2022 | May 05, 2022 | Nov. 25, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Cash equivalents | $ 0 | $ 0 | |||||||
Common stock sold | 3,140,000 | 3,140,000 | |||||||
Common stock subject to possible redemption | 1,159,276 | 1,159,276 | 1,690,196 | 1,159,276 | 1,690,196 | ||||
Transaction costs | $ 4,099,907 | ||||||||
Underwriting fees | 2,300,000 | ||||||||
Other offering costs | 477,557 | ||||||||
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 | ||||||||
Stock redemption price per share | $ 10.77 | $ 10.77 | $ 10.56 | $ 10.56 | $ 10.35 | $ 10.35 | $ 10.15 | ||
Number of common stock redeemed | 21,208 | 21,208 | 509,712 | 509,712 | 3,076,817 | 6,732,987 | |||
Representative Founder Shares | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Offering costs | $ 1,322,350 | ||||||||
Initial Public Offering | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Common stock sold | 11,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Statement of Stockholders' Equity (Details) - USD ($) | 3 Months Ended | |||||||
Sep. 26, 2023 | Mar. 29, 2023 | Sep. 13, 2022 | May 05, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
Temporary Equity [Line Items] | ||||||||
Common stock subject to possible redemption - Beginning balance | $ 17,730,156 | |||||||
Common stock redeemed | $ (231,000,000,000) | $ (5,400,000) | $ (31,845,056) | $ (69,700,628) | ||||
Common stock subject to possible redemption - Ending balance | $ 12,647,701 | |||||||
Common Stock Subject To Possible Redemption | ||||||||
Temporary Equity [Line Items] | ||||||||
Common stock subject to possible redemption - Beginning balance | $ 12,631,179 | $ 12,507,228 | 17,730,156 | |||||
Accretion of Common stock to redemption value | 121,723 | 125,875 | 123,951 | 173,001 | ||||
Common stock redeemed | 231,076 | 5,395,929 | ||||||
Common stock subject to possible redemption - Ending balance | $ 12,647,701 | $ 12,525,978 | $ 12,631,179 | $ 12,507,228 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net (loss) income | $ (2,549,111) | $ 3,788,224 |
Denominator: | ||
Basic weighted average shares of common stock outstanding | 4,427,788 | 9,294,000 |
Basic net (loss) income per share of Common Stock | $ (0.58) | $ 0.41 |
Diluted weighted average shares of common stock outstanding | 4,427,788 | 9,294,000 |
Diluted net (loss) income per share of Common Stock | $ (0.58) | $ 0.41 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Nov. 25, 2020 | Nov. 23, 2020 | Dec. 31, 2023 | |
Initial Public Offering [Line Items] | |||
Shares issued price per share | $ 0.035 | ||
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 | ||
Aggregate purchase price | $ 100,000,000 | ||
Shares issued price per share | $ 10 | ||
Description of conversion feature | <span>one</span></span> share of common stock, $<span>0.0001</span> par value, <span style="border-left: none; border-right: none;"><span>one</span></span> Right to receive <span style="border-left: none; border-right: none;"><span>one</span></span>-twentieth (<span>1</span>/<span>20</span>) of <span style="border-left: none; border-right: none;"><span>one</span></span> share of common stock upon the consummation of an initial business combination and <span style="border-left: none; border-right: none;"><span>one</span></span> redeemable warrant (“Public Warrant”)." id="sjs-D19">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 <span style="border-left: none; border-right: none;"><span>one</span></span> share of common stock, $<span>0.0001</span> par value, <span style="border-left: none; border-right: none;"><span>one</span></span> Right to receive <span style="border-left: none; border-right: none;"><span>one</span></span>-twentieth (<span>1</span>/<span>20</span>) of <span style="border-left: none; border-right: none;"><span>one</span></span> share of common stock upon the consummation of an initial business combination and <span style="border-left: none; border-right: none;"><span>one</span></span> 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 | Dec. 31, 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 - Additional Info
Related Party - Additional Information (Details) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||||||||||||||
Oct. 01, 2023 USD ($) | Aug. 28, 2023 USD ($) $ / shares | Aug. 02, 2023 USD ($) $ / shares | Jun. 26, 2023 USD ($) $ / shares | May 25, 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 ($) shares | Feb. 23, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) Director $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Operating and formation costs | $ 2,070,143 | $ 2,323,153 | ||||||||||||||||||||||
Common stock, shares outstanding | shares | 3,140,000 | 3,140,000 | ||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Common stock, shares issued | shares | 3,140,000 | 3,140,000 | ||||||||||||||||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,140,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively (excluding 1,159,276 and 1,690,196 shares subject to possible redemption, respectively) | $ 315 | $ 315 | ||||||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||
Deposits into trust account | $ 40,575 | |||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.035 | |||||||||||||||||||||||
Related Party Transaction Expenses Paid | $ 178,572 | |||||||||||||||||||||||
Related Party Transaction Due To Related Party | 7,814,506 | |||||||||||||||||||||||
Breeze Sponsor, LLC | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Operating and formation costs | $ 60,000 | $ 60,000 | ||||||||||||||||||||||
Share holding period upon closing of business combination | 1 year | |||||||||||||||||||||||
Common stock price per share | $ / shares | $ 12 | |||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||
Number of consecutive trading days | 30 days | |||||||||||||||||||||||
Minimum share holding period upon closing of business combination | 150 days | |||||||||||||||||||||||
Related party transaction, administrative service fee per month | $ 5,000 | |||||||||||||||||||||||
Related Party Loans | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||||||||||||||
Working capital loan | $ 5,335,934 | |||||||||||||||||||||||
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 | 1 month | 1 month | 1 month | 1 month | 3 months | |||||||||||
Deposits into trust account | $ 41,317 | $ 41,317 | $ 41,317 | $ 41,317 | $ 41,317 | $ 41,317 | $ 59,157 | $ 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 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.1 | ||||||||||
Representative And Consultant | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock issued | $ 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 | |||||||||||||||||||||||
Director | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Right to purchase, number of shares by each director | shares | 25,000 | |||||||||||||||||||||||
Number of directors | Director | 4 | |||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||||||
Common stock, shares issued | shares | 100,000 | 100,000 | ||||||||||||||||||||||
Number of shares purchased by each director | shares | 25,000 | |||||||||||||||||||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,140,000 shares issued and outstanding as of December 31, 2023 and 2022, respectively (excluding 1,159,276 and 1,690,196 shares subject to possible redemption, respectively) | $ 10 | |||||||||||||||||||||||
Common stock, shares transfers upon closing of business combination | shares | 15,000 | |||||||||||||||||||||||
Common stock issued | $ 401,000 | |||||||||||||||||||||||
Fair value per share | $ / shares | $ 4.01 | |||||||||||||||||||||||
Compensation expense | $ 401,000 | |||||||||||||||||||||||
Maximum [Member] | Related Party Loans | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Warrants issuable on notes conversion upon completion of business combination | $ 1,000,000 | |||||||||||||||||||||||
Promissory Note | Related Party Loans | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Maturity date | Jun. 26, 2024 | Sep. 26, 2023 | Sep. 26, 2023 | Mar. 26, 2023 | ||||||||||||||||||||
Promissory Note | Maximum [Member] | Related Party Loans | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 6,000,000 | $ 5,000,000 | $ 4,000,000 | $ 1,500,000 | ||||||||||||||||||||
Direct Working Capital | Related Party Loans | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Promissory note | 4,612,109 | |||||||||||||||||||||||
SPAC Extension Funds | Related Party Loans | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Working capital loan | $ 723,825 | |||||||||||||||||||||||
Initial Public Offering | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock, shares issued | shares | 11,500,000 | |||||||||||||||||||||||
Common stock issued | $ 100,000,000 | |||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||||||||||||||||
Common stock issued, Shares | shares | 10,000,000 | |||||||||||||||||||||||
Initial Public Offering | Related Party Loans | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.21 | $ 0.21 | ||||||||||||||||||||||
Pre-transaction equity value | $ 354,942 | |||||||||||||||||||||||
Over-Allotment Option | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||||||||||||||||
Common stock issued, Shares | shares | 1,500,000 | |||||||||||||||||||||||
Over-Allotment Option | Representative | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock issued, Shares | shares | 250,000 | |||||||||||||||||||||||
Private Placement | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 11.5 | |||||||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||||||||||||||
Private Placement | Consultant | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock issued, Shares | shares | 15,000 | |||||||||||||||||||||||
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] | ||||||||||||||||||||||||
Issuance of common stock, shares | shares | 100 | |||||||||||||||||||||||
Purchase price of shares of common stock | $ 25,000 | |||||||||||||||||||||||
Forward stock split | 28,750 | |||||||||||||||||||||||
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-for-one </span>basis, subject to certain adjustments, as described in Note <span>6</span>" id="sjs-W97">The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a <span style="-sec-ix-hidden:Tag547">one-for-one </span>basis, subject to certain adjustments, as described in Note <span>6</span> | |||||||||||||||||||||||
Founder Shares | Common Stock [Member] | Breeze Sponsor, LLC | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Forward stock split | 1 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Nov. 25, 2020 | Nov. 23, 2020 | Dec. 31, 2023 | Feb. 29, 2024 | Dec. 02, 2022 | Jan. 31, 2022 | |
Subsidiary Or Equity Method Investee [Line Items] | ||||||
Shares issued price per share | $ 0.035 | |||||
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 | |||||
Transaction Success Fee Payable Upon Merger Proxy/Business Combination Rate Agreement | $ 50,000 | |||||
Service Fee Payable Upon Proxy Solicitation Services Agreement | $ 25,000 | |||||
Subsequent Event | Public Relations Agreement | Gateway Group, Inc. | ||||||
Subsidiary Or Equity Method Investee [Line Items] | ||||||
Transaction Success Fee payable upon completion of business combination | $ 20,000 | |||||
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 ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Nov. 25, 2020 | |
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 5,425,000 | ||
Number of fractional shares issued upon exercise of public warrant | 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 | ||
Redemption price per warrant | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | ||
Minimum price per share required for redemption of warrants | $ 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 | ||
Minimum percentage of total equity proceeds from issuances | 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% | ||
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 | ||
Warrant price per share | $ 1 | $ 1 | |
Purchase price of warrant | $ 5,425,000 | ||
Number of common stock entitled for each warrants | 1 | ||
Exercise price per share | $ 11.5 | ||
Change in fair value of warrant liabilities | $ (1,015,500) | $ 5,923,750 | |
Private Placement Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 5,425,000 | 5,425,000 | |
Public Warrant | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants outstanding | 11,500,000 | 11,500,000 | |
Number of common stock entitled for each warrants | 1 | ||
Exercise price per share | $ 11.5 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2023 $ / shares shares | Sep. 22, 2023 shares | Mar. 22, 2023 shares | Dec. 31, 2022 $ / shares shares | Sep. 13, 2022 shares | |
Stockholders’ Deficit | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $ / 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 | $ / 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, shares at redemption value | 1,159,276 | 1,159,276 | 1,159,276 | 1,690,196 | 1,690,196 |
Business combination right convertible share of common stock conversion ratio | 0.05 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes | ||
Operating loss carryforwards | $ 342,018 | $ 112,925 |
Valuation allowance | $ 849,285 | $ 622,328 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 71,824 | $ 23,712 |
Capitalized start-up costs | 777,461 | 598,616 |
Total deferred tax assets | 849,285 | 622,328 |
Valuation allowance | (849,285) | (622,328) |
Deferred tax assets, net of valuation allowance |
Income Taxes - Provisions for I
Income Taxes - Provisions for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | $ 18,169 | $ 2,089 |
Deferred | (226,958) | (284,667) |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 226,958 | 284,667 |
Income tax provision | $ 18,169 | $ 2,089 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S Federal Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Statutory U.S. Federal income tax rate | 21% | 21% |
Change in fair market value of warrant liabilities | (8.43%) | (32.82%) |
Previous tax year adjustment | 4.19% | 1.91% |
Non-deductible transaction costs | (8.26%) | 2.46% |
Change in valuation allowance | (8.97%) | 7.51% |
Other | (0.25%) | |
Income tax provision | (0.72%) | 0.06% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 11.5 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 0.13 | $ 0.07 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | $ 1,495,000 | $ 805,000 |
Level 1 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | ||
Level 2 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | ||
Level 2 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | ||
Level 3 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | ||
Level 3 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | $ 705,250 | $ 379,750 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Inputs for Fair Value (Details) - Modified Black Scholes - Private Placement Warrants | 12 Months Ended | |
Dec. 31, 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 | 0.13 | 0.07 |
Probability of completing a Business Combination | 6.50% | 25.20% |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 11.03 | 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 3 months | 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 | 0.113 | 0.005 |
Risk-free Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.0384 | 0.0399 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Warrants Liabilities (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2022 | $ 1,184,750 |
Change in valuation inputs or other assumptions | 1,015,500 |
Fair value as of December 31, 2023 | 2,200,250 |
Private Placement | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2022 | 379,750 |
Change in valuation inputs or other assumptions | 325,500 |
Fair value as of December 31, 2023 | 705,250 |
Public | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Fair value as of December 31, 2022 | 805,000 |
Change in valuation inputs or other assumptions | 690,000 |
Fair value as of December 31, 2023 | $ 1,495,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - True Velocity, Inc. | Feb. 14, 2024 employees |
Subsequent Event [Line Items] | |
Number of employees | 110 |
Period for Combined Military Service of Employees | 200 years |