BREZ Breeze Holdings Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 22, 2023

 

BREEZE HOLDINGS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39718		85-1849315
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

955 W. John Carpenter Freeway, Suite 100-929 Irving,TX 75039

(Address of principal executive offices and zip code)

 

(619) 500-7747

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

Title of each class		Trading Symbol (s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		BREZ		The NASDAQ Stock Market LLC
Rights exchangeable into one-twentieth of one share of common stock		BREZR		The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share		BREZW		The NASDAQ Stock Market LLC

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

 

The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On September 22, 2023, Breeze Holdings Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Meeting”), at which the Company’s stockholder of record voted on the proposals set forth below, each of which is described in detail in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 22 2023, which was first mailed by the Company to its stockholders on or about August 23, 2023.

 

As of August 18, 2023, the record date for the Meeting, there were 4,320,484 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company issued and outstanding and entitled to vote at the Meeting. A total of 3,309,223 shares of the Common Stock, representing approximately 77% of the issued and outstanding shares of the Common Stock, were present in person by virtual attendance or represented by proxy at the Meeting, constituting a quorum for the Meeting. The final voting results for each proposal submitted to the stockholders of record of the Company at the Special Meeting are included below.

 

Each of the proposals described below was approved by the Company’s stockholders of record. In connection with the special meeting, 21,208 shares of the Company’s common stock were redeemed (the “Redemption”), with 4,299,276 shares of Common Stock remaining outstanding after the Redemption; 1,159,276 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection with our initial public offering (the “Public Shares”). Our public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account as of two business days prior to the vote to approve the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares, subject to the limitations described herein.

 

Following the Redemption, approximately $12.6 million remains on deposit in our trust account. 

 

If we are unable to complete an initial business combination on or before June 26, 2024 (unless the stockholders approve a further amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 

 

Set forth below are the final voting results for the proposals:

 

Proposal 1:

 

A proposal to approve an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s initial public offering (“IPO”), from September 26, 2023 monthly for up to nine additional months at the election of the Company, ultimately until as late as June 26, 2024, was as follows:

 

FOR		AGAINST		ABSTAIN
3,301,381		6,641		1,201

 

 

Proposal 2:

 

A proposal to amend the Investment Management Trust Agreement, dated November 23, 2020, by and between the Company and Continental Stock Transfer & Company, to authorize the Extension and its implementation by the Company, was as follows:

 

FOR		AGAINST		ABSTAIN
3,301,865		6,650		708

 

Proposal 3:

 

For the approval the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 and 2.

 

FOR		AGAINST		ABSTAIN
3,301,716		6,786		721

 

Following the Meeting, the Company filed an amendment to its amended and restated certificate of incorporation with the State of Delaware, a copy of which is attached as Exhibit 3.1 to this Current Report.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Fourth Amendment to Amended and Restated Certificate of Incorporation of Breeze Holdings Acquisition Corp., dated September 22, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: September 26, 2023

 

	BREEZE HOLDINGS ACQUISITION CORP.
	By:	/s/ J. Douglas Ramsey, Ph.D.
	Name:	J. Douglas Ramsey, Ph.D.
	Title:	Chief Executive Officer and Chief Financial Officer

 

 

3

Exhibit 3.1

 

Delaware The First State Page 1 3047801 8100 SR# 20233558079 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 204237415 Date: 09 - 25 - 23 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “BREEZE HOLDINGS ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE TWENTY - SECOND DAY OF SEPTEMBER, A.D. 2023, AT 12:12 O`CLOCK P.M.

1 State of Delaware Secretary of S tat e Division of Corporations Delivered 12:12 PM 09 / 22 1 2023 FILED 12:12 PM 09 / 22 n 023 SR 20233558079 - File N umb er 3047801 FOURTH AMENDMENT TOTHE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BREEZE HOLDINGS ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law BREEZE HOLDINGS ACQUISITION CORP. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Breeze Holdings Acquisition Corp . The Corporation's Certificate oflncorporation was filed in the office of the Secretary of State of the State of Delaware on June 11 , 2020 (the "Original Certificate") and was subsequently amended on July 15 , 2020 . An Amended and Restated Certificate oflncorporation was filed in the office of the Secretary of State of the State of Delaware on November 20 , 2020 and was subsequently amended on May 9 , 2022 , September 13 , 2022 and March 23 , 2023 (as amended, the"Amended and Restated Certificate oflncorporation") . 2. This Fourth Amendment to the Amended and Restated Certificate oflncorporation(this "Amendment") amends the Amended and Restated Certificate of Incorporation of the Corporation . 3. This Amendment was duly adopted by the affirmative vote of the holders of 65 % of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the "DGCL") . 4. The text of Section 9 . l(b) of Article IX is hereby amended and restated to read in full as follows : (b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters' over - allotment option) and certain other amounts specified in the Corporation's registration statement on Form S - 1 , as initially filed with the U . S . Securities and Exchange Commission (the " SEC") on July 16 , 2020 , as amended (the "Registration Statement"), shall be deposited in a trust account (the "Trust Account"), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the "Trust Agreement") . Except for the withdrawal of interest to pay taxes (less up to $ 100 , 000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100 % of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by September 26 , 2023 (or, if the Office of the Delaware Divi s ion

2 of Corporations shall not be open for busines s (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open), which may be extended by the Corporation monthly for up to nine additiona l months (ultimately until as lat e as June 26 , 2024 ) in the sole discretion of the Corporation by the Corporation causing $ 0 . 035 for each Offering Share remaining outstanding, to be contributed into the Trust Account for each of the nine subsequen t calendar months commencing on September 26 , 2023 , needed by the Corporation to complete an initial busines s combination (the "Deadline Date")) and (iii) the redemption of share s inconnection with a vote seeking amend such provision s of this Amended and Restated Certificate as described in Section 9 . 7 . Holder s of shares of Common Stock included as par t of the units sold in the Offering (the "Offering Shares") (whether such Offering Shares wer e purchased in the Offering or in the secondary marke t following the Offering and whether or not such holder s are Breeze Sponsor, LL C (the "Sponsor" ), or officer s or director s of the Corporation, or affiliate s of any of the foregoing) are referred to herein as "Public Stockholders . " 5. The text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows: (d) In the event that the Corporation has not consummated an initial Business Combination by September 26 , 2023 (which may be extended by the Corporation monthly for up to nine additional months (ultimately until as late as June 26 , 2024 ) in the sole discretion of the Corporation by the Corporation causing $ 0 . 035 for each Offering Share remaining outstanding, to be contributed into the Trust Account for each of the nine subsequent calendar months commencing on September 26 , 2023 , needed by the Corporation to complete an initial business combination) the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100 % of the Offering Shares in consideration of a per - share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes (less up to $ 100 , 000 of interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation's obligations under the DGCL to provide for claims of creditors and other requirements of applicable law .

6. The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows: Additional Redemption Rights . If, in accordance with Section 9 . l(a), any amendment is made to this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation's obligation to redeem 100 % of the Offering Shares if the Corporation has not consummated an initial business combination by September 26 , 2023 (which may be extended by the Corporation monthly for up to nine additional months (ultimately until as late as June 26 , 2024 ) or (b) with respect to any other material provisions of this Amended and Restated Certificate relating to stockholders' rights or pre - initial business combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per - share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its taxes, divided by the number of then outstanding Offering Shares ; provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation . IN WITNESS WHEREOF, Breeze Holdings Acquisition Corp . has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of this 22 nd day of September, 2023 . 3 BREEZE HOLDINGS ACQUISITION CORP. By: Name: Title: Isl J. Douglas Ramsey, Ph.D. J. Douglas Ramsey, Ph.D. Chief Executive Officer and Chief Financial Officer

v3.23.3

Cover	Sep. 22, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 22, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39718
Entity Registrant Name	BREEZE HOLDINGS ACQUISITION CORP.
Entity Central Index Key	0001817640
Entity Tax Identification Number	85-1849315
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	955 W. John Carpenter Freeway
Entity Address, Address Line Two	Suite 100-929
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	619
Local Phone Number	500-7747
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BREZ
Security Exchange Name	NASDAQ
Rights exchangeable into one-twentieth of one share of common stock
Title of 12(b) Security	Rights exchangeable into one-twentieth of one share of common stock
Trading Symbol	BREZR
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per whole share
Trading Symbol	BREZW
Security Exchange Name	NASDAQ

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