D-Orbit SpA entered into a business combination agreement to acquire Breeze Holdings Acquisition Corp. (NasdaqCM:BREZ) from a group of shareholders in a reverse merger transaction for $1.2 billion on January 26, 2022. Upon completion, D-Orbit shareholders will hold 120 million shares in the combined entity. The combined company will have an estimated pro-forma enterprise value of approximately $1.28 billion. Under the terms of the business combination agreement, D-Orbit S.A., a newly formed joint stock company (“Holdco”), will become the parent company of both D-Orbit and Breeze Holdings and will issue ordinary shares to the shareholders of D-Orbit and Breeze Holdings. Upon consummation of the transactions contemplated by the agreement, Holdco would become the Nasdaq-listed parent company of both Breeze and D-Orbit, with the former Breeze stockholders (including the sponsor) owning pro forma approximately 11% and former D-Orbit shareholders owning approximately 83.8%, PIPE shareholders will own 0.4% of the Holdco Shares outstanding immediately after closing, assuming no redemptions. The transaction is expected to deliver up to $185 million in cash at closing, which includes a $29 million binding convertible debt financing provided by ATW Partners. D-Orbit intends to use the proceeds from the transaction to accelerate investments in its ION Satellite Carrier, Advanced Services and space cloud infrastructure capabilities and In-Orbit Servicing (IOS) solutions, build out its bench of talent to support the development of new technologies and drive expansion into new space segments. Following closing, D-Orbit S.p.A will become a publicly listed company and the combined company is expected to be listed on Nasdaq Capital Market under the ticker symbol “DOBT”.

The combination agreement may be terminated under certain customary and limited circumstances prior to the closing. Under certain circumstances, if, prior to the Breeze stockholders meeting Breeze or D-Orbit terminates the agreement due to a knowing and intentional breach by the other, the terminating party will be entitled to receive from the party that breached a termination fee of $10 million, in the case of a breach by D-Orbit, or $3 million, in the case of a breach by Breeze. Immediately after the closing of the business combination, Holdco's Board of Directors will consist of seven directors consisting of D-Orbit's Chief Executive Officer, two directors designated by Breeze who shall be the members of The Bolden Group and four additional directors designated by D-Orbit. Three of the anticipated Directors are Luca Rossettini, the Chief Executive Officer of D-Orbit, and A. Ché Bolden, the President and Chief Executive Officer, and Renee Wynn, Senior Advisor, of The Charles F. Bolden Group, a consortium of leaders with space and aerospace experience, with which Breeze and D-Orbit are partnering. The remaining Directors will be identified by D-Orbit. D-Orbit will continue to be managed by its existing management team and led by its founders Luca Rossettini, Chief Executive Officer and Renato Panesi, Chief Commercial Officer.

The business combination is subject to customary closing conditions, including the approval of Breeze's stockholders; the contribution and exchange agreement being signed by D-Orbit shareholders that beneficially own at least 90% of the D-Orbit Shares immediately prior to the exchange effective time; the approval of Holdco's board and Seraphim, as the sole stockholder of Holdco prior to the closing; obtaining certain Italian governmental approvals; the Registration Statement becoming effective; and the approval by Nasdaq of Holdco's listing application for certain of the Holdco Shares, and delivery of independent auditor reports relating to the issuance of Holdco Shares pursuant to the exchange and the merger; the representations and warranties of D-Orbit and Holdco being true and correct to the standards applicable to such representations and warranties and each of the covenants of D-Orbit, Holdco, and Merger Sub having been performed or complied with in all material respects; no Material Adverse Effect having occurred; the minimum cash amount equaling no less than $94,000,000; Breeze's total net tangible assets being no less than $5,000,001 and receipt of the resignation and release letters of all officers and directors of Breeze; copies of the registration rights agreement and SPAC Lock-Up agreement duly executed by all such parties. The agreement has been unanimously approved by the Boards of Directors of each of Breeze, D-Orbit and Holdco. The Board of Breeze recommended the approval and adoption of this agreement by Breeze's shareholders. On February 22, 2022, Breeze Holdings Acquisition Corp. announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1.15million, representing $0.10 per public share, into Breeze Holdings's trust account in order to extend the date by which Breeze Holdings has to consummate a business combination from February 25, 2022, to May 25, 2022. As of May 5, 2022, Breeze Holdings' 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. The transaction is expected to close in the second or third quarter of 2022. As of April 27, 2022, the transaction is expected to close in the third quarter of 2022.

I-Bankers Securities, Inc. acted as financial advisor to Breeze and acted as lead placement agent on the PIPE. Mathew J. Saur of Woolery & Co. PLLC and Ralph V. De Martino of Schiff Hardin LLP acted as legal advisors to Breeze. J.P. Morgan Securities PLC acted as financial advisor and Robert S. Matlin of K&L Gates LLP acted as legal advisor to D-Orbit SpA in the U.S. and Italy. Arendt & Medernach SA is acting as legal advisor to Holdco in Luxembourg. D.F. King & Co., Inc. acted as the information agent to Breeze Holdings and will receive a fee of $5,000 plus a discretionary success fee for its services.