EDVY Closes April 26th! Enter Now Top Link
Home > Industry News

Breeze Holdings Acquisition Corp. Announces Definitive Agreement to Merge with TV Ammo, Inc.

Breeze Holdings Acquisition Corp. Announces Definitive Agreement to Merge with TV Ammo, Inc.

TV Ammo, Inc. is an Advanced Technology Manufacturing Company Focused on Revolutionizing the Ammunition Industry Through the Use of Composite Materials

Pro Forma for the Transaction, Combined Company is Expected to Have Approximately $76.8 Million in Cash with an Estimated Enterprise Value of Approximately $1.2 Billion

Expected to be Listed on Nasdaq Capital Market Following Anticipated Transaction Close in First Quarter of 2023

TV Ammo, Inc. Recently Entered into a Landmark Partnership with Bass Pro Shops and Cabela’s (“Bass Pro”)

Conference Call to Discuss the Proposed Transaction Will be Held Today at 8:00 a.m. ET

Breeze Holdings Acquisition Corp. (Nasdaq: BREZ) (“Breeze Holdings”), a publicly traded special purpose acquisition company, has entered into a definitive agreement to merge with TV Ammo, Inc. (“True Velocity” or the “Company”), an advanced technology manufacturing company aimed at disrupting the global ammunition industry. Following the closing, Breeze Holdings will be renamed “True Velocity, Inc.”

Developing Advanced Solutions for an Antiquated Global Industry

True Velocity is an advanced technology manufacturing company focused on developing and producing ammunition utilizing cutting-edge composite materials for military, law enforcement and commercial applications. Through its state-of-the-art, composite-cased cartridges, the Company is on a mission to revolutionize the ammunition industry by giving end users unmatched accuracy, repeatability, and reliability.

True Velocity has designed an advanced, lightweight composite-cased cartridge that:

  • Results in an approximate 30% weight reduction as compared to traditional brass-cased cartridges;
  • Provides exceptional accuracy and consistency;
  • Reduces heat transfer to the weapon platform resulting in less wear and tear;
  • Provides substantial shipping and logistical cost savings while enhancing strategic and operational benefits;
  • Achieves greater safety for users by eliminating heavy metals such as lead from the cartridge case and reduces the likelihood of heat-induced discharge;
  • Allows for a significant reduction in production footprint;
  • Scales and adapts to all calibers; and
  • Drives production advancement to support distributive manufacturing in support of on-demand production and near-end user distribution.

The Company has approximately 300 patents issued and pending surrounding its products, technology, and innovative manufacturing processes.

True Velocity is aiming to disrupt the way ammunition has historically been manufactured through the development of modular, portable production cells, each of which is capable of producing more than 15 million rounds per year on a compact footprint. True Velocity’s advanced manufacturing cells employ best-in-class autonomous production and assembly processes while simultaneously providing and analyzing comprehensive quality control and inspection data.

True Velocity Partnership with Bass Pro Shops and Cabela’s (“Bass Pro”)

On October 31, 2022, True Velocity and Bass Pro, North America’s premier outdoor and conservation company, entered a 3- to 5-year strategic partnership through which True Velocity will sell its ammunition across all channels within Bass Pro, the #1 outdoor retailer in the world. The shared intent is to expand this unique relationship leveraging True Velocity’s advanced manufacturing technology and Bass Pro’s significant market presence to optimize the production, distribution, and sale of ammunition within the U.S. commercial market.

The initial companywide order will place and amplify True Velocity products in 127 Bass Pro locations this quarter. True Velocity plans to introduce additional SKUs for multiple calibers during 2023 with continued Bass Pro amplification to highlight the future of ammunition. 

The strategic partnership will also establish a Bass Pro/True Velocity ammunition subscription service designed to seamlessly service the 200+ million customers that visit a Bass Pro each year with delivery direct to their front door. It is a shared goal of True Velocity and Bass Pro that hunters and recreational shooters will never experience empty shelves again.

Bass Pro is the leading retailer for those passionate about the outdoors. With retail stores across North America, an exceptional online shopping experience and more than 200 million annual customers, Bass Pro provides True Velocity with significant exposure to a large consumer base in the retail sector.

Management Commentary

“True Velocity was founded with the mission to revolutionize the global ammunition industry, providing customers with a technologically advanced cartridge that outperforms traditional brass-cased solutions,” said Kevin Boscamp, Chairman and Co-CEO of True Velocity. “We are advancing this mission not only with our innovative, composite-cased cartridge but also in the way we manufacture ammunition, developing infrastructure advancements that allow modular production cells to be deployed anywhere in the world. We believe we are a scalable solution to an inefficient and undersupplied industry. With a significant intellectual property and trade secret portfolio, we intend to be a global disrupter for years to come. We have invested significant capital into product development, IP, and the manufacturing process over the last decade, and we are thrilled to now finally usher in this revolutionary product and offer the best ammunition to all our customers.

“We believe that partnering with Breeze provides us with the financial resources and experienced partners necessary for us to accelerate our growth. I look forward to working closely with their team as we strive to execute our strategic objectives, drive attractive margins, and create long-term value for our customers and our shareholders.”

Chris Tedford, Co-CEO of True Velocity, stated: “We believe that True Velocity is well-positioned for substantial revenue growth given new partnerships with companies like Bass Pro Shops and Cabela’s, as well as opportunities to expand our distribution channels. We expect the proceeds from this transaction will allow us to achieve our target manufacturing capacity of 50-60 million rounds in 2023, and we look forward to working with our global partners to expand our market share.”

J. Douglas Ramsey, Ph.D., Chairman and CEO of Breeze Holdings, commented: “At Breeze, we set out to find a company with emerging technologies looking to disrupt its industry and deliver outsized growth. After assessing numerous opportunities, we believe we have found just that company in True Velocity. Its products represent a significant advancement in an antiquated industry. We look forward to partnering with their team to support the execution of its strategic priorities and deliver long-term shareholder value.”
True Velocity Key Investment Highlights

  • Innovative, Technology-Driven Manufacturing Process: Breeze Holdings believes that True Velocity’s proprietary automated manufacturing capabilities enable scalability, leverage technology to maximize production capacity and efficiencies, and drive the reality of distributive global manufacturing.
  • Proprietary Technology Supported by a Substantial IP Portfolio: A significant IP portfolio that Breeze Holdings estimates is worth multiple times invested capital strategically positions True Velocity to become the leading disruptor in the ammunition and manufacturing market and facilitates global licensing opportunities.
  • Significant Advancement in Performance: True Velocity has identified approximately 30 attributes that positively differentiate its composite-cased cartridges as compared to traditional brass rounds.
  • Considerable and Undersupplied Global Defense and Commercial Markets: True Velocity’s global addressable market is estimated at over $24 billion, representing significant growth opportunities in a historically trailing-edge landscape that is poised for disruption.
  • World-Class Leadership Team with Significant Domain Expertise: True Velocity is led by a deep bench of tenured leaders with a shared strategic vision to drive growth and profitability over the long-term.
  • Attractive Financial Trajectory: True Velocity’s manufacturing innovations, combined with an annual recurring revenue stream, are expected to drive a strong growth trajectory with significant profitability potential.

Transaction Overview

Under the terms of the business combination agreement, a wholly owned subsidiary of Breeze will merge with and into TV Ammo, with TV Ammo surviving as a wholly owned subsidiary of Breeze. Upon closing, Breeze Holdings will be renamed True Velocity, Inc. and its common stock is expected to trade on the Nasdaq Capital Market.

Assuming no redemptions, the combined company will have an estimated post-transaction enterprise value of $1.21 billion, consisting of an estimated equity value of $1.24 billion, $76.8 million in cash and $50.0 million in debt. Cash proceeds raised will consist of Breeze Holdings’ $17.7 million cash in trust (before redemptions and payment of any transaction expenses) and $100 million in anticipated new capital, expected to be split between debt and equity.

True Velocity intends to use the proceeds from the transaction to facilitate expansion into new markets and distribution channels, increase manufacturing capacity to 50-60 million rounds in 2023, and fund general corporate and marketing expenses associated with its anticipated growth plans.

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 first quarter of 2023, subject to regulatory and stockholder approvals, and other customary closing conditions. Additional information may be found in the Current Report on Form 8-K that was filed by Breeze Holdings today with the U.S. Securities and Exchange Commission.

Upon completion of the transaction, True Velocity will continue to be led by Kevin Boscamp, Founder, Chairman and Co-CEO; Chris Tedford, Co-CEO; Craig Etchegoyen, President and Chief IP Officer; and Jeff Cutshall, CFO. The Company’s approximate 110 employees have more than 200 years of combined military service and are experts in manufacturing, engineering, and quality control.


Stout Capital, LLC is acting as financial advisor to True Velocity. IB Capital LLC is acting as M&A advisor to True Velocity. Lathrop GPM LLP and Shearman & Sterling LLP are acting as legal advisors to True Velocity. I-Bankers Securities, Inc. is acting as financial advisor to Breeze Holdings. ArentFox Schiff LLP and Woolery & Co. PLLC are acting as legal advisors to Breeze Holdings. Marshall & Stevens Transaction Advisory Services LLC is acting as the fairness opinion provider to the board of directors of Breeze Holdings.

Conference Call Information

True Velocity and Breeze Holdings will host a joint investor conference call to discuss the transaction. The details are provided below.

Date: Tuesday, November 1, 2022
Time: 8:00 a.m. Eastern Time

To register for the conference call, please click here and fill in your information.

The conference call will also be broadcast live and available for replay here and on True Velocity’s website at www.tvammo.com.

If you have any difficulty connecting with the call or webcast, please contact Gateway Group at (949) 574-3860.