Breeze Holdings Acquisition Corp., a special purpose acquisition company, today announced that its stockholders voted to approve proposals at a Special Meeting of Stockholders extending the date by which Breeze Holdings must consummate a business combination to September 26, 2022. With the approval, Breeze Holdings now has additional flexibility to complete the proposed transaction with D-Orbit S.p.A. (“D-Orbit”), a market leading space logistics and orbital transportation company. The transaction is expected to close in the third quarter of 2022.
“We thank our investors for their continued support and are moving full speed ahead with our transaction with D-Orbit,” said J. Douglas Ramsey, Ph.D., Chairman and CEO of Breeze Holdings. “The team at Breeze Holdings remains excited about D-Orbit’s upside as a leading, sustainable space logistics and orbital transportation company that is poised to play a key role in building the infrastructure for the new space economy.”
The final voting results will be filed on Form 8-K with the Securities and Exchange Commission.
Upon closing of the business combination, D-Orbit S.A., a newly formed joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”), will become the parent company of both D-Orbit and Breeze Holdings and will issue ordinary shares to the stockholders of D-Orbit and Breeze Holdings. Upon closing, Holdco’s common stock is expected to trade on the Nasdaq Capital Market under the ticker symbol “DOBT.”
About D-Orbit and Its Proposed Business Combination with Breeze Holdings
D-Orbit is a market leader in the space logistics and transportation services industry with a track record of space-proven technologies and successful missions.
Founded in 2011, before the dawn of the New Space market, D-Orbit is the first company addressing the logistics needs of the space market. ION Satellite Carrier, for example, is a space vehicle that can transport satellites in orbit and release them individually into distinct orbital slots, reducing the time from launch to operations by up to 85% and the launch costs of an entire satellite constellation by up to 40%. ION can also accommodate multiple third-party payloads like innovative technologies developed by startups, experiments from research entities, and instruments from traditional space companies requiring a test in orbit.
D-Orbit is a space infrastructure pioneer with offices in Italy, Portugal, the UK, and the US; its commitment to pursuing business models that are profitable, friendly for the environment, and socially beneficial, led to D-Orbit S.p.A. becoming the first certified B-Corp space company in the world.
As previously announced on January 27, 2022, D-Orbit has entered into a business combination agreement among Breeze Holdings Acquisition Corp. (“Breeze Holdings”) (NASDAQ: BREZ), a publicly traded special purpose acquisition company, D-Orbit and a newly formed joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (“Holdco”) pursuant to which Holdco will become the publicly traded parent company of Breeze Holdings and D-Orbit upon the closing of the transactions. The transaction is expected to close in the third quarter of 2022, subject to the satisfaction of customary closing conditions, including certain governmental approvals and the approval of the stockholders of Breeze Holdings and the contribution of the D-Orbit shares by the D-Orbit stockholders.
About Breeze Holdings Acquisition Corp.
Breeze Holdings is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities.
Additional Information About the Business Combination and Where to Find It
In connection with the proposed business combination transaction, Holdco intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 that will include a proxy statement of Breeze Holdings and that also will constitute a prospectus of Holdco with respect to the ordinary shares of Holdco to be issued in the proposed transaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be delivered to Breeze Holdings’ and D-Orbit’s stockholders. Each of Holdco and Breeze Holdings may also file other relevant documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF BREEZE HOLDINGS AND D-ORBIT ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be filed with the SEC by Breeze Holdings or Holdco through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Breeze Holdings or Holdco will be available free of charge at Breeze Holdings Acquisition Corp., 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039, attention: J. Douglas Ramsey.
Participants in the Solicitation
Breeze Holdings and its directors and executive officers are participants in the solicitation of proxies from the stockholders of Breeze Holdings in respect of the proposed transaction. Information about Breeze Holdings’ directors and executive officers and their ownership of Breeze Holdings common stock is set forth in Breeze Holdings’ Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 11, 2022. D-Orbit and Holdco may also be deemed to be participants in the solicitation of proxies from the stockholders of Breeze Holdings. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. You may obtain free copies of these documents as described in the preceding paragraph.
Breeze Holdings Acquisition Corp.
955 W. John Carpenter Fwy., Suite 100-929
Irving, TX 75039
Attention: J. Douglas Ramsey
Patrizia Tammaro Silva – Investor Relations
Caterina Cazzola – Head of Communications
+39 340 2840 792
Aaron Palash / Jack Kelleher
Joele Frank, Wilkinson Brimmer Katcher