D-Orbit merges with Breeze Holdings Acquisition Corp. to become Publicly Company

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D-Orbit merges with Breeze Holdings Acquisition Corp. to become Publicly Company

D-Orbit S.p.A., an Italy-based and market leading space logistics and transportation company, has announced that it will become publicly listed through a business combination with Breeze Holdings Acquisition Corp. (NASDAQ: BREZ), a publicly traded special purpose acquisition company. The transaction values the Company at an enterprise value of approximately $1.28 billion post-money.

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In connection with the transaction and to help drive D-Orbit’s next phase of growth, Breeze Holdings and D-Orbit are partnering with The Charles F. Bolden Group (“The Bolden Group”), a consortium of leaders with extensive space and aerospace experience.

The Bolden Group was founded in 2017 by Charles F. Bolden Jr., retired astronaut, Marine Corps Major General and the 12th Administrator of NASA, to foster leadership for the global advancement of science and security in the areas of Space/Aerospace Exploration; National Security; Science, Technology, Engineering, and Math + Art and Design (STEM+AD) Education; and Health Initiatives.

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Space Logistics Provider and Infrastructure Pioneer
D-Orbit is a market leading provider of in-space satellite transportation for commercial and institutional customers and has demonstrated satellite-as-a-service capabilities in space. D-Orbit is incorporated as a Benefit Corporation and is also the first space company worldwide to be certified as a B Corporation (“B-Corp”), reinforcing that its purpose-driven mission benefits all stakeholders. As D-Orbit builds out its technology, its service capabilities will facilitate infrastructure for cleaner, safer and more sustainable use of space.

The Company has designed a flexible, cost-effective in-orbit satellite delivery solution, the ION Satellite Carrier (ION) that:

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+ Positions satellites in-orbit faster, which can substantially reduce the time from launch to revenue generation for customers.

+ Deploys multiple satellite constellations in multiple orbits within a single mission, which can significantly reduce the cost of overall constellation deployment.

+ Enables customer satellites to ride on the first available launcher, resulting in a faster way to space.

+ Reduces the need for spare satellites through faster constellation replenishment.

+ Lowers manufacturing costs as it aggregates multiple payloads, which enables fewer launches, reducing overall propulsion costs.

+ Enables customers to optimize satellite constellations transporting their satellites into orbital positions not reachable today with standard rideshare launches.

Following its initial deployment, each ION joins a growing fleet of multi-purpose ION spacecraft to enable a variety of high-margin secondary missions, including in-orbit validation and demonstration capabilities, integrated satellite services, satellites for rent and provides the space cloud computing infrastructure.

D-Orbit is also developing additional capabilities, including those designed to support the emerging market for cloud edge computing. In October 2021, D-Orbit successfully completed a first orbital testing of its space cloud infrastructure designed to provide distributed high-performance data analytics computing and storage capabilities. The Company believes development of multiple iterations of the system will enable future ION Satellite Carriers to deliver in-orbit cloud based artificial intelligence computing services.

Following the closing of the transaction, D-Orbit will continue to be led by its founders Luca Rossettini, Ph.D., Chief Executive Officer and Renato Panesi, Ph.D., Chief Commercial Officer. The Company has an experienced management team, with several key executives having worked at multinational space, satellite and launch integrator companies. In addition, D-Orbit benefits from a deep bench of talent, including engineers and Ph.D. experts in fields such as propulsion, flight software, electronics, telecommunications, mechanics and other related industries.

In connection with the transaction and the partnership between The Bolden Group and Breeze Holdings, A. Che Bolden, President and CEO of The Bolden Group and Renee Wynn, former NASA Chief Information Officer are anticipated to be on the Board of Directors of the publicly traded company.

Management Comments
“D-Orbit was founded with the mission to enable expansion in space and fuel the new space economy, and the transaction we are announcing is an important step forward toward our goals,” said Dr. Luca Rossettini, CEO of D-Orbit. “We have made tremendous progress developing and proving our unique ION technology, as well as building a dedicated customer base to which we have provided last-mile satellite delivery and advanced infrastructure services for more than eight years. Today, we deliver complete end-to-end services, guarantee satellite deployment in requested orbits and reduce our customers’ time from launch to revenue generation. As the space economy continues to evolve, we are well positioned to capture growth opportunities by providing next-generation in-orbit services across the entire satellite lifecycle and beyond.”

Dr. Rossettini continued, “Partnering with Breeze and The Bolden Group provides us financial resources and experienced partners to help us as we accelerate investments in new solutions and provide high-margin service and support to the exponentially growing constellations of satellites. I look forward to working closely with the Breeze Holdings and The Bolden Group teams as we execute our strategic objectives, scale our business to new heights and create value for our customers and, once we are public, our shareholders.”

“As we take this important next step in D-Orbit’s growth journey, we are encouraged by the strong momentum we are seeing across the business, as evidenced by our recently launched fourth mission leveraging our proven ION Satellite Carrier,” said Dr. Renato Panesi, CCO of D-Orbit. “We are executing clear growth strategies and are seeing strong bookings across our 2022 missions. As we chart the course for D-Orbit’s next phase, we remain focused on expanding our services and capabilities for our customers and enhancing value for all D-Orbit stakeholders.”

“This is an exciting day for Breeze and our shareholders, and we could not be more pleased to announce the signing of our business combination agreement with D-Orbit, a company that is providing the infrastructure for the new space economy,” said J. Douglas Ramsey, Ph.D., Chairman and CEO of Breeze Holdings. “We evaluated a number of potential companies to merge with and determined that D-Orbit checked all the boxes. It has unrivaled satellite deployment technology and is positioned at the forefront of a new category in space infrastructure that is poised to serve industries we know well, including oil and gas, and enabling products and services for the future. We believe D-Orbit has strong growth potential in a compelling market and are excited about how its technology will support a sustainable future for space infrastructure. We look forward to partnering with Luca and the D-Orbit team, as well as The Bolden Group, to support the execution of the Company’s strategic priorities and deliver shareholder value.”

“At The Charles F. Bolden Group, we are committed to cultivating and transforming leadership for the new space economy, and D-Orbit is the prototype leader for the future. Their emerging technologies and solutions align with our vision for the global advancement of science and security,” said A. Che Bolden, President and CEO of The Bolden Group. “With its proven space transportation offering, in-orbit services, B-Corp certification and differentiated in-house technologies, D-Orbit can play a key role in facilitating satellite deployment today and capturing opportunities in the future as demand increases for in-orbit services. We look forward to working closely with Luca and the D-Orbit team to take this business to astronomical levels of growth.”

Transaction Overview
Under the terms of the business combination agreement with Breeze Holdings, D-Orbit S.A., a newly formed joint stock company (societe 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 shareholders 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.

The transaction has been unanimously approved by the Boards of Directors of both D-Orbit and Breeze Holdings. It is expected to close in the second or third quarter of 2022, subject to the satisfaction of customary closing conditions, including certain governmental approvals and the approval of the shareholders of Breeze Holdings and the contribution of the D-Orbit shares by the D-Orbit shareholders.

The transaction is expected to deliver up to $185 million ( euro 163 million) in cash at closing, which includes a $29 million ( euro 25 million) binding convertible debt financing provided by ATW Partners. Additional information may be found in the Current Report on Form 8-K that was filed by Breeze Holdings today with the U.S. Securities and Exchange Commission.

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.

Advisors
J.P. Morgan Securities PLC is acting as financial advisor to D-Orbit. K&L Gates LLP is acting as legal advisor to D-Orbit in the U.S. and Italy, and Arendt and Medernach SA is acting as legal advisor to Holdco in Luxembourg. I-Bankers Securities, Inc. is acting as financial advisor to Breeze Holdings and acted as lead placement agent on the PIPE. Woolery and Co. PLLC and Schiff Hardin LLP are acting as legal advisors to Breeze Holdings.

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