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D-Orbit S.p.A., a Market
Leader in Space Logistics, to Combine with Breeze
Holdings Acquisition Corp. and Become a Publicly
Listed Company Jan. 27, 2022 D-Orbit S.p.A. announced that
it will become publicly listed through a business
combination with Breeze Holdings Acquisition Corp.,
a publicly traded special purpose acquisition
company. The transaction values the Company at an
enterprise value of approximately $1.28 billion
(€1.13 billion) post-money. 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. 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:
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. Ché 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 today 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. Ché 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." Positioned to Drive Growth and
Value Creation Capturing Growth Opportunities
as the Space Economy Evolves: With its innovative
technologies and proven products and services,
D-Orbit is positioned to be a leader in the rapidly
growing space industry today and in the future. Near-term: Growing in an
expanding market: delivering last-mile delivery
solutions for satellites and advanced infrastructure
services. The space economy has enormous potential
with the market expected to grow to $1.4 trillion1
by 2030 with more than 65,000 satellites planned to
be launched over the next ten years. These
satellites are being used to enable multiple growing
sectors on Earth, including telecommunications
expansion; climate change observation; agricultural
enhancement; autonomous oil and gas exploration and
monitoring; forest management; and autonomous
driving. With D-Orbit's proven ION Satellite
Carrier, the Company is slated to become a leading
provider of last-mile delivery solutions and
advanced infrastructure services for the rapidly
growing new space economy. Mid-term: Well-positioned for
the space economy's next evolution, in-orbit
services. With its existing technology, the
scalability of the ION platform and advanced
robotics, D-Orbit is also positioned to capture
future opportunities in the expected next phase of
the space economy, in-orbit services. The
exponentially growing amount of satellite
constellations and space debris is creating demand
for D-Orbit's transportation, maintenance, active
debris removal and end-of-life disposal services
capabilities. With our technological advantages and
strong commercial relationships, D-Orbit believes it
is well positioned to become a commercial leader in
the in-orbit servicing space. Long-term: Potential for broad
applications in the space economy. D-Orbit's ION
technology and satellite platform provides a
first-mover advantage for potential new markets and
applications in space. These include orbital
recycling technology that can create savings by
recycling material already launched into orbit, as
well as microgravity-enabled manufacturing processes
that can enable the production of lighter and bigger
structures. Additionally, the extended capabilities
of D-Orbit's fleet of cargo and servicing spacecraft
have the potential to enable new transportation and
logistics infrastructure, which will be essential
for long-term sustainable space businesses practices
and human settlement of space. Proven Business Model with a
Track Record of Successful Missions: To date,
D-Orbit has launched six missions, including four
leveraging its ION Satellite Carrier over the last
15 months. The Company has two additional missions
planned in the first half of 2022. Strong Financial Outlook: The
Company's customer base is diverse across space
segments and geographies, with a substantial mission
backlog of $21.5 million (€19 million), $167 million
(€147 million) of contracts in negotiation and a
$1.2 billion (€1.1 billion) pipeline. D-Orbit
generated 2021 revenues of approximately $3.4
million (€3 million). It anticipates achieving free
cash flow profitability and expects revenues of
approximately $453 million (€399 million) in 2024. Transaction Overview Under the terms of the business
combination agreement with Breeze Holdings, 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 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 (€163 million) in cash at
closing, which includes a $29 million (€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 & 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 & Co. PLLC and Schiff Hardin LLP
are acting as legal advisors to Breeze Holdings.
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