M&A - True Velocity, Inc./DE

Form Type: F-4/A

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000121390025024402

Filing Summary: YD Bio Limited, in conjunction with Breeze Holdings Acquisition Corp. and YD Biopharma Limited, is filing an amendment to their registration statement concerning a business combination. The amendment outlines the proposal to merge Breeze Holdings with YD Bio Limited, which will become a wholly-owned subsidiary of YD Bio Limited upon the merger's execution. The merger agreement dated September 24, 2024, details the operational mechanics of the merger, including the conversion of Breeze common stock into ordinary shares of Pubco (YD Bio Limited) with specific exchange ratios. It notes that prevailing Breeze equity holders are required to vote on multiple proposals at an upcoming special meeting scheduled for 2025 to finalize the merger. Redemption rights for public shareholders are set, particularly for those wishing to redeem more than 10% of their shares, and the document further discusses the implications and procedures related to potential redemptions. The filing reaffirms that Breeze’s board supports the business combination, which hinges on shareholder approval of several interconnected proposals. Any failure to secure the needed approvals will affect the completion of the merger.

Document Link: View Document

Form Type: F-4/A

Filing Date: 2025-01-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025007968

Filing Summary: YD Bio Limited is involved in a merger agreement with Breeze Holdings Acquisition Corp., where Breeze will become a wholly-owned subsidiary of YD Bio Limited. The merger is detailed in the Merger Agreement dated September 24, 2024, which stipulates that at the closing, each share of Breeze common stock will convert into one ordinary share of Pubco (YD Bio Limited). The transaction values YD Biopharma at approximately $647,304,110. The merger is subject to the approval of the Business Combination Proposal and various other related proposals presented at a special stockholder meeting. Key voting matters include the approval of the new articles of association for Pubco and the Pubco Incentive Plan. The document outlines the redemption rights for public stockholders and specifies conditions that must be fulfilled for the transaction to close, emphasizing the support from Breeze's major shareholders who collectively own 92.% of the voting power. The stockholder vote and necessary approvals form the conditions precedent for the consummation of the merger, which also requires compliance with the redemption rights provisions.

Document Link: View Document