M&A - True Velocity, Inc./DE

Form Type: F-4/A

Filing Date: 2025-07-16

Corporate Action: Merger

Type: Update

Accession Number: 000121390025064405

Filing Summary: On July 15, 2025, YD Bio Limited filed an amendment to its Form F-4 registration statement with the U.S. SEC, outlining details associated with a proposed business combination with Breeze Holdings Acquisition Corp. (Breeze). This merger will result in Breeze becoming a wholly-owned subsidiary of YD Bio Limited post-closing. The filing provides comprehensive information regarding the special meeting scheduled for August 14, 2025, where stockholders will vote on the adoption of the merger agreement finalized on September 24, 2024. The amendment details the conditions under which the merger will take place, including voting requirements and shareholder support agreements. Approximately $647 million is the pre-transaction equity value attributed to YD Biopharma in relation to the merger. The document emphasizes that the business combination requires stockholder approval across several proposals. Redemption rights for public stockholders are explained, allowing them to redeem shares for a cash payment based on the trust account balance if they choose. The filing also includes information on future trading symbols for the post-merger entity and highlights potential risks associated with the transaction. The board of directors has recommended that stockholders vote in favor of the merger and related proposals, mentioning interests that might conflict with those of the public stockholders.

Form Type: F-4/A

Filing Date: 2025-07-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025062745

Filing Summary: This document is an amendment to the Registration Statement on Form F-4 filed by YD Bio Ltd and YD Biopharma Limited with the SEC, specifically Amendment No. 9. This filing is related to a merger involving Breeze Holdings Acquisition Corp. and YD Biopharma Limited, including agreements such as the Merger Agreement and Plan of Reorganization, along with various amendments and related documents. The approximate commencement of the proposed sale of securities is expected after the Registration Statement becomes effective, contingent on completion of the described business combination. The filing includes several key exhibits relevant to the merger and securities registration, such as tax opinions and support agreements, as well as the designation of both registrants as emerging growth companies under the securities laws. Additional items include undertakings regarding the filing of further amendments and the incorporation of related financial statements into the prospectus, as necessary. Important dates include the amendment filing itself on July 10, 2025.

Form Type: F-4/A

Filing Date: 2025-07-07

Corporate Action: Merger

Type: Update

Accession Number: 000121390025061830

Filing Summary: YD Bio Limited and YD Biopharma Limited have filed Amendment No. 8 to the Form F-4 registration statement as part of their merger agreement with Breeze Holdings Acquisition Corp. This updated filing includes the Merger Agreement and Plan of Reorganization dated September 24, 2024, along with an amendment to this agreement dated May 30, 2025. The proposed sale to the public is expected to commence as soon as the registration statement becomes effective and following the completion of the agreed business combination. The statement also emphasizes that the remainder of the original registration remains unchanged. Both entities are classified as emerging growth companies under relevant regulations, highlighting their focus on compliance and financial transparency. This filing is solely an exhibits-only submission, omitting the unchanged portions of the registration statement.

Form Type: F-4/A

Filing Date: 2025-06-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025059319

Filing Summary: YD Bio Limited and Breeze Holdings Acquisition Corp. are progressing towards a business combination, as detailed in the Merger Agreement dated September 24, 2024. The transaction will entail Breeze merging into a wholly-owned subsidiary of YD Bio Limited (referred to as 'Pubco'). Each share of Breeze common stock will convert into one ordinary share of Pubco, and each Breeze Warrant will convert into a warrant to purchase a Pubco Ordinary Share. The total pre-transaction equity value of YD Biopharma is estimated at $647 million, with a specific exchange ratio still to be determined based on outstanding shares at closing. A special meeting for stockholders is called to approve this merger among others, and a detailed proxy statement is provided for their guidance. Shareholder redemptions will also be available under specific conditions and proposals are outlined for corporate governance amendments and incentive plans as part of the merger process.

Form Type: F-4/A

Filing Date: 2025-06-05

Corporate Action: Merger

Type: Update

Accession Number: 000121390025051282

Filing Summary: On June 4, 2025, YD Bio Limited filed an amendment to its registration statement with the SEC regarding a proposed business combination with Breeze Holdings Acquisition Corp. The transaction involves YD Bio Limited becoming the parent company of Breeze and its subsidiary, YD Biopharma Limited. The merger will result in Breeze becoming a wholly-owned subsidiary of YD Bio Limited. The document details the terms of the Merger Agreement and the associated Business Combination Proposal, which requires stockholder approval at a special meeting. The merger includes the conversion of Breeze Common Stock into shares of YD Bio, along with provisions for a redemption option for public stockholders. Specific terms for shareholder agreements, voting rights, and potential outcomes related to redemption are elaborated. Significant pre-transaction equity value is placed at approximately $647 million, with noted exchange ratios and cash consideration for shares, highlighting the logistical and regulatory framework necessary for the consummation of the merger. Furthermore, multiple proposals are up for vote that relate to amendments to the company’s charter and incentive plans.

Form Type: F-4/A

Filing Date: 2025-04-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390025037690

Filing Summary: The document announces the filing of an amendment to the registration statement (Form F-4/A) for YD Bio Limited in relation to its merger agreement with Breeze Holdings Acquisition Corp. It outlines the merger proposal where Breeze will become a wholly-owned subsidiary of YD Bio Limited following the approval of the merger agreement and business combination. Key aspects include the conversion of Breeze common stock into YD Bio Ordinary Shares at the effective merger time and details of various proposals that stockholders will vote on during a special meeting. The registration statement specifies the business combination is conditioned upon the approval of several proposals, which include changes to YD Bio’s articles of incorporation and the approval of an incentive plan. The estimated per-share redemption price for public stockholders is around $12.06 based on trust account funds, and it discusses restrictions on stockholders seeking to redeem more than 10% of their shares. The Board of Directors recommends that stockholders vote in favor of the merger and related proposals, emphasizing their view that the merger is fair and in the best interests of stockholders.

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.

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.