Filed by Breeze Holdings Acquisition Corp.
pursuant to Rule 425 under the Securities
Act of 1933,
as amended and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange
Act of 1934,
as amended
Subject Company: Breeze Holdings Acquisition
Corp.
(Commission File No. 001- 39718)
Date: May 5, 2022
Breeze Holdings Stockholders Approve Extension Amendment
Proposal
Proposed transaction with D-Orbit remains on track
to close in the third quarter of 2022
IRVING, Texas, May 5, 2022 – Breeze Holdings Acquisition Corp.
(NASDAQ: BREZ) (“Breeze Holdings”), 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including, among
other things, statements regarding the anticipated benefits of the proposed transaction and the combined company becoming a publicly listed
company, the anticipated impact of the proposed transaction on the combined companies’ business and future financial and operating
results, the anticipated timing of closing of the proposed transaction, the anticipated growth of the space economy, the success and customer
acceptance of D-Orbit’s product and service offerings, and other aspects of D-Orbit’s operations or operating results. Words
such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,”
“target,” “project,” and similar phrases that denote future expectations or intent regarding the combined company’s
financial results, operations, and other matters are intended to identify forward-looking statements. You should not rely upon forward-looking
statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known
and unknown risks, uncertainties, and other factors that may cause future events to differ materially from the forward-looking statements
in this press release, including but not limited to: (i) the ability to complete the proposed transaction within the time frame anticipated
or at all; (ii) the failure to realize the anticipated benefits of the proposed transaction or those benefits taking longer than anticipated
to be realized; (iii) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the
price of Breeze Holdings’ securities; (iv) the risk that the transaction may not be completed by Breeze Holdings’ business
combination deadline and the potential failure to obtain further extensions of the business combination deadline if sought by Breeze Holdings;
(v) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement
by the stockholders of Breeze Holdings, the consummation of the exchange by the D-Orbit stockholders, the satisfaction of the minimum
cash amount following redemptions by the public stockholders of Breeze Holdings and the receipt of any governmental and regulatory approvals;
(vi) the lack of a third party valuation in determining whether or not to pursue the proposed transaction; (vii) the occurrence of any
event, change or other circumstance that could give rise to the termination of the business combination agreement; (viii) the impact of
COVID-19 on D-Orbit’s business and/or the ability of the parties to complete the proposed transaction; (ix) the effect of the announcement
or pendency of the transaction on D-Orbit’s business relationships, performance, and business generally; (x) risks that the proposed
transaction disrupts current plans and operations of D-Orbit and potential difficulties in D-Orbit employee retention as a result of the
proposed transaction; (xi) the outcome of any legal proceedings that may be instituted against D-Orbit or Breeze Holdings related to the
business combination agreement or the proposed transaction; (xii) the ability to obtain and maintain the listing of Holdco’s securities
and the ability to maintain Breeze Holdings’ securities, in each case on the NASDAQ Stock Market; (xiii) potential volatility in
the price of Breeze Holdings’ and Holdco’s securities due to a variety of factors, including changes in the competitive and
highly regulated industries in which D-Orbit operates, variations in performance across competitors, changes in laws and regulations affecting
D-Orbit’s business and changes in the combined company’s capital structure; (xiv) the ability to implement business plans,
identify and realize additional opportunities and achieve forecasts and other expectations after the completion of the proposed transaction;
(xv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which D-Orbit operates; (xvi) the
inability of D-Orbit and its current and future collaborators to successfully develop and commercialize D-Orbit’s services in the
expected time frame or at all; (xvii) the risk that the post-combination company may never achieve or sustain profitability; (xviii) Holdco’s
potential need to raise additional capital to execute its business plan, which capital may not be available on acceptable terms or at
all; (xix) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations; (xx) the
risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; (xxi) the risk that orders
that have been placed by customers for launches with D-Orbit are cancelled or modified; (xxii) that the material weaknesses in D-Orbit’s
internal control over financial reporting, if not corrected, could adversely affect the reliability of D-Orbit’s financial reporting;
(xxiii) the risk of regulatory lawsuits or proceedings relating to D-Orbit’s services; (xxiv) the risk that D-Orbit is unable to
secure or protect its intellectual property; and (xxv) the risk factors as set forth in the D-Orbit Investor Presentation, dated March
2022. The forward-looking statements contained in this press release are also subject to additional risks, uncertainties, and factors,
including those described in Breeze Holdings’ most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other
documents filed or to be filed with the SEC by Breeze Holdings or Holdco from time to time. The forward-looking statements included in
this press release are made only as of the date hereof.
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer
to sell or the solicitation of an offer to sell or to buy any securities or a solicitation of any vote or approval and is not a substitute
for the proxy statement/prospectus or any other document that Holdco or Breeze Holdings may file with the SEC or send to Breeze Holdings’
or D-Orbit’s stockholders in connection with the proposed transaction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Contacts
For Breeze:
Breeze Holdings Acquisition Corp.
955 W. John Carpenter Fwy., Suite 100-929
Irving, TX 75039
Attention: J. Douglas Ramsey
For D-Orbit:
Patrizia Tammaro Silva – Investor Relations
patrizia.tammaro@dorbit.space
Caterina Cazzola – Head of Communications
caterina.cazzola@dorbit.space
+39 340 2840 792
Aaron Palash / Jack Kelleher
Joele Frank, Wilkinson Brimmer Katcher
212-895-8600
Follow us on:
LinkedIn: www.linkedin.com/company/d-orbit
Facebook: facebook.com/deorbitaldevices/
Twitter: twitter.com/D_Orbit
Instagram: instagram.com/wearedorbit/
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