UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to
Section 240.14a-12 |
BREEZE HOLDINGS ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee
paid previously with preliminary materials |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
BREEZE HOLDINGS ACQUISITION CORP.
955 W. John Carpenter
Freeway, Suite 100-929
Irving, TX 75039
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2022
TO THE STOCKHOLDERS OF BREEZE HOLDINGS ACQUISITION CORP.:
You are cordially invited to attend a special meeting of stockholders
of Breeze Holdings Acquisition Corp., which we refer to as “we”, “us”, “our” or the “Company”,
to be held at 10:00 a.m. Eastern Time on [●], 2022.
The Special Meeting will be a completely virtual meeting of stockholders,
which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during
the Special Meeting by visiting www.virtualshareholdermeeting.com/BREZ2022SM. If you plan to attend the virtual online Special Meeting,
you will need the control number found on your proxy card, voting instruction form or notice. We are pleased to utilize the virtual stockholder
meeting technology to (i) provide ready access and cost savings for our stockholders and the Company, and (ii) to promote social distancing
pursuant to guidance provided by the Center for Disease Control and the U.S. Securities and Exchange Commission due to the novel coronavirus.
The virtual meeting format allows attendance from any location in the world.
To ask a question pertaining to the business of the annual meeting,
stockholders must submit it in advance of the annual meeting by visiting www.proxyvote.com. Questions may be submitted until 11:59 p.m.,
Eastern Time, on [●], 2022. Each stockholder will be limited to no more than one question. Even if you are planning on attending
the Special Meeting online, please promptly submit your proxy vote online or by telephone, or, if you received a printed form of proxy
in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting.
Instructions on voting your shares are in the proxy materials you received for the Special Meeting.
The sole purpose of the Special Meeting is to consider and vote upon
the following proposals:
| ● | Proposal 1 – Extension
Amendment Proposal: A proposal to amend the Company’s amended and restated certificate of incorporation to extend from May
25, 2022 to September 26, 2022 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. A copy of the proposed amendment, which we refer to as the “Extension Amendment”, is set forth in Annex
A to the accompanying Proxy Statement. |
| ● | Proposal 2 – Adjournment
Proposal: A proposal to approve 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
the Extension Amendment Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve
the Extension Amendment Proposal. |
Each of the Extension Amendment Proposal and the Adjournment Proposal
is more fully described in the accompanying Proxy Statement. The purpose of these proposals is to allow us additional time to complete
the proposed transactions (the “Business Combination”) contemplated by that certain Business Combination Agreement dated as
of January 26, 2022 among us, D-Orbit S.p.A., Seraphim Space (Manager) LLP, D-Orbit S.A., Lift-Off Merger Sub, Inc. and Breeze Sponsor,
LLC. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on January 27, 2022.
You are not being asked to vote on the Business Combination at this time.
Our Board currently believes that there will not be sufficient time
before May 25, 2022 to complete the Business Combination. Therefore, the Board has determined that it is in the best interests of our
stockholders to extend the date by which the Company has to consummate a business combination in order that our stockholders have the
opportunity to participate in our future investment. The Adjournment Proposal, if adopted, will allow our Board to adjourn the Special
Meeting to a later date or dates to permit further solicitation of proxies.
In connection with the Extension Amendment, stockholders who own shares
of our common stock issued in our IPO have certain rights to have their shares redeemed by the Company for cash. For a description of
these redemption rights and the procedure for electing redemption, see “PROPOSAL NO. 1 – THE EXTENSION AMENDMENT PROPOSAL
– Redemption Rights.”
Our Board has fixed the close of business on [●], 2022 as the
date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof.
Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Special Meeting
or any adjournment thereof.
You are not being asked to vote on the Business Combination at this
time. If the Extension Amendment is implemented and you do not elect to redeem your public shares, provided that you are a stockholder
on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when
it is submitted to stockholders and the right to redeem your public shares for cash in the event the Business Combination is approved
and completed, or if we have not consummated a business combination by the Extended Date.
After careful consideration of all relevant factors, the Board has
determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote
or give instruction to vote “FOR” such proposals.
Enclosed is the Proxy Statement containing detailed information concerning
the Extension Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting,
we urge you to read this material carefully and vote your shares.
March [●], 2022 |
By Order of the Board of Directors |
Your vote is important. If you are a stockholder of record, please
vote online or by telephone, or sign, date and return your proxy card as soon as possible to make sure that your shares are represented
at the Special Meeting. If you are a stockholder of record, you may also cast your vote online at the Special Meeting. If your shares
are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your
vote online at the Special Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker
or bank how to vote will have the same effect as voting “AGAINST” the Extension Amendment Proposal, and an abstention will
have the same effect as voting “AGAINST” the Extension Amendment Proposal.
Important Notice Regarding the Availability of Proxy Materials for
the Special Meeting of Stockholders to be held on [●], 2022: This notice of meeting and the accompanying Proxy Statement
are available at www.proxyvote.com.
BREEZE HOLDINGS ACQUISITION CORP.
955 W. John Carpenter Fwy., Suite 100-929
Irving, TX 75039
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [●], 2022
PROXY STATEMENT
The Special Meeting of stockholders of Breeze Holdings Acquisition
Corp., which we refer to as “we”, “us”, “our” or the “Company”, will be held at 10:00
a.m., Eastern Time on [●], 2022 as a virtual meeting. You will be able to attend, vote your shares, and submit questions during
the Special Meeting via a live webcast available at www.virtualshareholdermeeting.com/BREZ2022SM. If you plan to attend the virtual online
Special Meeting, you will need the control number found on your proxy card, voting instruction form or notice. The Special Meeting will
be held for the sole purpose of considering and voting upon the following proposals:
| ● | Proposal 1: The Extension Amendment
Proposal to amend the Company’s amended and restated certificate of incorporation, which we refer to as the “charter”,
to extend from May 25, 2022 to September 26, 2022 (the “Extended Date”) the date by which the Company must consummate a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one
or more businesses, which we refer to as a “business combination” or, if it fails to consummate a business combination, 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 (the “IPO”). A copy of the proposed amendment, which we refer to as the “Extension Amendment”,
is set forth in Annex A. |
| ● | Proposal 2: The Adjournment Proposal
to approve 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 the Extension Amendment
Proposal. The Adjournment Proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension
Amendment Proposal. |
The purpose of the Extension Amendment Proposal and, if necessary,
the Adjournment Proposal, is to allow us additional time to complete the proposed transactions (the “Business Combination”)
contemplated by the Business Combination Agreement dated as of January 26, 2022 (the “Business Combination Agreement”) among
us, D-Orbit S.p.A., Seraphim Space (Manager) LLP, D-Orbit S.A., Lift-Off Merger Sub, Inc. and Breeze Sponsor, LLC (the “Sponsor”).
For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on January 27, 2022. You
are not being asked to vote on the Business Combination at this time.
In connection with the Extension Amendment, stockholders who own shares
of our common stock issued in our IPO (we refer to such stockholders as “public stockholders” and such shares as “public
shares”) may elect to redeem all or a portion of their public shares even if they vote for, or do not vote on, the Extension Amendment
Proposal. If such stockholders elect to redeem, the redemption will be for a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Company’s trust account (the “Trust Account”), including interest (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares. We refer to the election to redeem public shares in
connection with the Extension Amendment as the “Election.” If the Extension Amendment Proposal is approved by the requisite
vote of stockholders, holders of public shares who do not make the Election will retain their right to redeem their public shares when
the Business Combination is submitted to the stockholders for approval, subject to any limitations set forth in our charter as amended
by the Extension Amendment. In addition, public stockholders who do not make the Election would be entitled to have their public shares
redeemed for cash if the Company has not completed a business combination by the Extended Date. The Sponsor, our independent directors
and I-Bankers Securities, Inc. (the “I-Bankers”) collectively own 2,875,000 shares of our common stock that were issued prior
to our IPO, which shares we refer to as “Founder Shares.” The Founder Shares and an additional 265,000 shares owned by I-Bankers,
Northland Capital Markets (together with I-Bankers, the “Representatives”), and the Company’s consultant are not “public
shares” and, accordingly, are not subject to redemption pursuant to the Election.
We will not proceed with the Extension Amendment if the number of public
shares subject to the Election causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment
Proposal. To exercise your redemption rights, you must demand that the Company redeem your public shares for a pro rata portion of
the funds held in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to
the Special Meeting (or [●], 2022). The redemption rights include the requirement that a stockholder must identify itself
in writing as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem its public shares.
You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you
will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption
rights.
The withdrawal of funds from the Trust Account in connection with the
Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be
only a small fraction of the approximately $[●] that was in the Trust Account as of [●], 2022. In such event, the Company
may need to obtain additional funds to complete the Business Combination or another initial business combination, and there can be no
assurance that such funds will be available on terms acceptable to the parties or at all.
If the Extension Amendment Proposal is not approved and we do not consummate
the Business Combination by May 25, 2022, in accordance with our charter, 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 subject to lawfully available funds therefor,
redeem 100% of the public shares of common stock 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 (net of taxes payable, less up to $100,000
of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares of common stock, which redemption
will completely extinguish rights of 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 Company’s obligations under
the Delaware General Corporation Law, which we refer to as the “DGCL”, to provide for claims of creditors and other requirements
of applicable law.
There will be no distribution from the Trust Account with respect to
the Company’s warrants or rights, which will expire worthless in the event of our winding up. In the event of a liquidation, the
Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of 2,575,000
Founder Shares that were issued prior to our IPO. As a consequence, a liquidating distribution will be made only with respect to the public
shares.
The affirmative vote of at least 65% of the Company’s outstanding
shares of common stock, including the Founder Shares, will be required to approve the Extension Amendment Proposal. Notwithstanding stockholder
approval of the Extension Amendment Proposal, subject to the terms of the Business Combination Agreement, our Board will retain the right
to abandon and not implement the Extension Amendment at any time without any further action by our stockholders.
Approval of the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting.
If the Company liquidates, the Sponsor has agreed to indemnify us to
the extent any claims by a third party for services rendered or products sold to us, or any claims by a prospective target business with
which we have discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below (i) $10.35 per
public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account
due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to
any claims by a third party who executed a waiver of any and all rights to seek access to our Trust Account and except as to any claims
under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act of 1933,
as amended, which we refer to as the “Securities Act”. Moreover, in the event that an executed waiver is deemed to be unenforceable
against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We cannot assure
you, however, that the Sponsor would be able to satisfy those obligations. Based upon the current amount in the Trust Account, we anticipate
that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.35. Nevertheless,
the Company cannot assure you that the per-share distribution from the Trust Account, if the Company liquidates, will not be less than
$10.35, plus interest, due to unforeseen claims of creditors.
Under the DGCL, stockholders may be held liable for claims by third
parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain
procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including
a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,
any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata
share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
anniversary of the dissolution.
Because the Company will not be complying with Section 280 of the DGCL,
Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all
existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However,
because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective
target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective
target businesses.
If the Extension Amendment Proposal is approved, the Company, pursuant
to the terms of the investment management trust agreement, dated November 23, 2020, by and between the Company and Continental Stock Transfer
& Trust Company (the “Trust Agreement”), will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal
Amount”, equal to the number of public shares properly redeemed multiplied by the per-share price (such per-share price being equal
to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided
by the number of then outstanding public shares) and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal
Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination
on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights
and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal is approved.
Our Board has fixed the close of business on [●], 2022 as the
date for determining the Company stockholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof.
Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the Special Meeting
or any adjournment thereof. On the record date of the Special Meeting, there were 14,640,000 shares of common stock outstanding. The Company’s
warrants and rights do not have voting rights in connection with the Extension Amendment Proposal or the Adjournment Proposal.
This Proxy Statement contains important information about the Special
Meeting and the proposals. Please read it carefully and vote your shares.
We will pay for the entire cost of soliciting proxies from our working
capital. We have engaged D.F. King & Co. (“D.F. King”) to assist in the solicitation of proxies for the Special Meeting.
We have agreed to pay D.F. King a fee of $5,000 plus a discretionary success fee. We will also reimburse D.F. King for reasonable out-of-pocket
expenses and will indemnify D.F. King and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition
to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication.
These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other
agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available
to us to consummate an initial business combination if the Extension Amendment Proposal is approved, we do not expect such payments to
have a material effect on our ability to consummate an initial business combination.
This Proxy Statement is dated [●], 2022 and is first being mailed
to stockholders on or about [●], 2022.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of the matters they
discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including
the annexes to this Proxy Statement.
Why am I receiving this Proxy Statement? |
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We are a blank check company formed in Delaware on July 11, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In November 2020, we consummated our IPO from which we derived aggregate gross proceeds of $115.0 million. The amount in the Trust Account was initially $10.15 per public share. Like most blank check companies, our charter provides for the return of our IPO proceeds held in trust to the holders of shares of common stock sold in our IPO if there is no qualifying business combination(s) consummated on or before a certain date (in our case, May 25, 2022, including the extensions contemplated in our charter). Our Board believes that it is in the best interests of the stockholders to continue our existence until the Extended Date in order to allow us more time to complete the Business Combination. |
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The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete the Business Combination pursuant to that certain Business Combination Agreement, dated as of January 26, 2022, by and among us, D-Orbit S.p.A. and the other parties thereto. For more information about the Business Combination, see our Current Report on Form 8-K filed with the SEC on January 27, 2022. |
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What is being voted on? |
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You are being asked to vote on: |
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a proposal to amend our charter to extend the date by which we have to consummate a business combination
from May 25, 2022 to September 26, 2022; and |
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a proposal to approve 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 the Extension Amendment
Proposal. |
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Why is the Company proposing the Extension Amendment Proposal and the Adjournment Proposal? |
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The purpose of the Extension Amendment Proposal and, if necessary,
the Adjournment Proposal, is to allow us additional time to complete the Business Combination. However, even if the Extension Amendment
Proposal is approved, there is no assurance that the Company will be able to consummate the Business Combination, given the actions that
must occur prior to closing of the Business Combination.
You are not being asked to vote on the Business Combination
at this time. If the Extension Amendment is implemented and you do not elect to redeem your public shares, provided that you are a stockholder
on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination
when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Business Combination is approved
and completed or we have not consummated a business combination by the Extended Date. |
Why should I vote “FOR” the Extension Amendment Proposal? |
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Our Board believes that, given our expenditure of time, effort and
money on potential business combinations and our entry into the Business Combination Agreement with respect to the Business Combination,
circumstances warrant providing our stockholders an opportunity to consider the Business Combination. The Extension Amendment is intended
to give our stockholders that opportunity, and to give the Company the opportunity to complete the Business Combination.
Moreover, voting FOR the Extension Amendment Proposal will not affect
your right to seek redemption of your public shares in connection with the vote to approve the Business Combination. Our charter provides
that if our stockholders approve an amendment to our charter that would affect the substance or timing of our obligation to redeem 100%
of our public shares if we do not complete our business combination before May 25, 2022, we will provide our public stockholders with
the opportunity to redeem all or a portion of their public shares upon such approval 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), divided by the
number of then outstanding public shares. We believe that this charter provision was included to protect our stockholders from having
to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated
by the charter.
Our Board recommends that you vote in favor of the Extension Amendment
Proposal. |
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If the Extension Amendment Proposal is approved and the Extension Amendment
is implemented, we will, pursuant to the Trust Agreement, remove the Withdrawal Amount from the Trust Account, deliver to the holders
of redeemed public shares their portions of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use
in connection with consummating a business combination on or before the Extended Date. The removal of the Withdrawal Amount from the Trust
Account in connection with the redemption of public shares will reduce the amount held in the Trust Account following the Election. We
cannot predict the amount that will remain in the Trust Account if the Extension Amendment is implemented, and the amount remaining in
the Trust Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of [●], 2022. In
such event, we may need to obtain additional funds to satisfy the closing condition in the Business Combination Agreement that we have
at least $94 million in cash (after the payment of transaction expenses), or to complete another initial business combination, and there
can be no assurance that such funds will be available on terms acceptable to the parties or at all.
We will not proceed with the Extension Amendment if redemptions of
our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
If the Extension Amendment Proposal is not approved and we have not
consummated the Business Combination by May 25, 2022, 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 subject to lawfully available funds therefor, redeem 100% of the
public shares of common stock 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 (net of taxes payable, less up to $100,000 of such net interest
to pay dissolution expenses), by (B) the total number of then outstanding public shares of common stock, which redemption will completely
extinguish rights of 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 Company’s obligations under the
DGCL to provide for claims of creditors and other requirements of applicable law. |
Would I still be able to exercise my redemption rights if I vote “AGAINST” the Business Combination? |
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Yes. Unless you elect to redeem your public shares in connection
with the Extension Amendment, you will be able to vote on the Business Combination when it is submitted to stockholders if you are a
stockholder on the record date for a meeting to seek stockholder approval of the Business Combination. You will retain your right to
redeem your public shares upon consummation of the Business Combination in connection with the stockholder vote to approve the Business
Combination, subject to any limitations set forth in our charter. |
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How do I redeem my shares of common stock in connection with the Extension Amendment? |
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In order to exercise your redemption rights, you must, prior to 5:00
p.m. Eastern time on [●], 2022 (two business days before the Special Meeting) tender your shares physically or electronically and
submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer
agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com
The redemption rights include the requirement that a stockholder
must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address in order to validly redeem
its public shares. |
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When would the Board abandon the Extension Amendment Proposal? |
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Our Board will abandon the Extension Amendment if our stockholders
do not approve the Extension Amendment Proposal. In addition, notwithstanding stockholder approval of the Extension Amendment Proposal,
our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders,
subject to the terms of the Business Combination Agreement. In addition, we will not proceed with the Extension Amendment if the elections
to redeem public shares in connection with the Extension Amendment would cause us to have less than $5,000,001 of net tangible assets
following approval of the Extension Amendment Proposal. |
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Why should I vote “FOR” the Adjournment Proposal? |
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If the Adjournment Proposal is not approved by our stockholders,
our Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise
in connection with, the approval of the Extension Amendment Proposal. |
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How do the Company insiders intend to vote their shares? |
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All of our directors, executive officers and their respective
affiliates are expected to vote all shares of common stock over which they have voting control (including any public shares owned by
them) in favor of the Extension Amendment Proposal. Currently, our Sponsor and our officers and directors own approximately 17.6% of
our issued and outstanding shares of common stock, including 2,575,000 Founder Shares. Our Sponsor and our directors, executive officers
and their affiliates do not intend to purchase shares of common stock in the open market or in privately negotiated transactions in connection
with the stockholder vote on the Extension Amendment. |
What vote is required to adopt the proposals? |
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The approval of the Extension Amendment Proposal will require the affirmative
vote of holders of at least 65% of our shares of common stock outstanding on the record date.
The approval of the Adjournment Proposal will require the affirmative
vote of the majority of the votes cast by stockholders represented in person or by proxy. |
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What if I don’t want to vote “FOR” the Extension Amendment Proposal? |
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If you do not want the Extension Amendment Proposal to be approved,
you must abstain, not vote, or vote “AGAINST” such proposal. You will be entitled to redeem your public shares for cash in
connection with this vote whether or not you vote on the Extension Amendment Proposal so long as you make a timely election to redeem
your public shares as described under “How do I redeem my shares of common stock in connection with the Extension Amendment?”.
If the Extension Amendment Proposal is approved, and the Extension Amendment is implemented, then the Withdrawal Amount will be withdrawn
from the Trust Account and paid to the redeeming holders. |
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What happens if the Extension Amendment Proposal is not approved? |
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Our Board will abandon the Extension Amendment if our stockholders
do not approve the Extension Amendment Proposal.
If the Extension Amendment Proposal is not approved and we have not
consummated the Business Combination by May 25, 2022, 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 subject to lawfully available funds therefor, redeem 100% of the
public shares of common stock 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 (net of taxes payable, less up to $100,000 of such net interest
to pay dissolution expenses), by (B) the total number of then outstanding public shares of common stock, which redemption will completely
extinguish rights of 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 Company’s obligations under the
DGCL to provide for claims of creditors and other requirements of applicable law.
There will be no distribution from the Trust Account with respect to
our warrants or rights which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor, officers and directors
will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and warrants. |
If the Extension Amendment Proposal is approved, what happens next? |
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On January 26, 2022, we entered into the Business Combination
Agreement with respect to the Business Combination. We are seeking the Extension Amendment to provide us time to complete the Business
Combination. Our efforts to complete the Business Combination will involve: |
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completing proxy materials; |
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establishing a meeting date and record date for considering the Business Combination, and distributing proxy materials to stockholders;
and |
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holding a special meeting of stockholders to consider the Business Combination. |
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We are seeking approval of the Extension Amendment Proposal because
we will not be able to complete all of the tasks listed above prior to May 25, 2022. If the Extension Amendment Proposal is approved,
we expect to seek stockholder approval of the Business Combination. If stockholders approve the Business Combination, we expect to consummate
the Business Combination as soon as possible following such stockholder approval. |
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Upon approval of the Extension Amendment Proposal by holders of at
least 65% of the common stock outstanding as of the record date, we will file an amendment to the charter with the Secretary of State
of the State of Delaware in the form set forth in Annex A hereto. We will remain a reporting company under the Exchange Act and
our common stock, public warrants and public rights will remain publicly traded. |
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We cannot predict the amount that will remain in the Trust Account
following the redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a
small fraction of the approximately $[●] that was in the Trust Account as of the Record Date. In such event, we may need to obtain
additional funds to satisfy the closing condition in the Business Combination Agreement that we have at least $94 million in cash (after
the payment of transaction expenses), or to complete another initial business combination, and there can be no assurance that such funds
will be available on terms acceptable to the parties or at all. |
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If the Extension Amendment Proposal is approved, the removal of the
Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of
our common stock held by our Sponsor, our directors and our officers as a result of their ownership of the Founder Shares and warrants. |
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Notwithstanding stockholder approval of the Extension Amendment Proposal,
our Board will retain the right to abandon and not implement the Extension Amendment at any time without any further action by our stockholders,
subject to the terms of the Business Combination Agreement. |
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What happens to the Company’s warrants and rights if the Extension Amendment Proposal is not approved? |
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If the Extension Amendment Proposal is not approved and we have not consummated the Business Combination by May 25, 2022, there will be no distribution from the Trust Account with respect to our warrants or rights, which will expire worthless in the event of our winding up. |
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What happens to the Company’s warrants and rights if the Extension Amendment Proposal is approved? |
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If the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended Date. The public warrants will remain outstanding and only become exercisable 30 days after the completion of a business combination, provided there is an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). The 11,500,000 public rights will also remain outstanding and holders of such rights will receive an aggregate of up to 575,000 shares of common stock in exchange for such rights upon consummation of our initial business combination. |
How do I attend the meeting? |
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You will need your control number for access. Your control number is
provided on your proxy card. If you do not have your control number, contact Broadridge at the phone number or e-mail address below. Beneficial
investors who hold shares through a bank, broker or other nominee, will need to contact them and obtain a legal proxy. Once you have your
legal proxy, contact Broadridge to have a control number generated. Broadridge contact information is as follows: [●], or email
[●].
Please note, however, that if on the record date your shares were held,
not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of
shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are
held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting online, you must follow the instructions
included with the enclosed proxy card. |
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How do I change or revoke my vote? |
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You may change your vote by timely submitting a proxy with new voting instructions online or by telephone or by timely delivering a later-dated, signed proxy card so that it is received prior to the Special Meeting, or by attending the Special Meeting online and voting. You also may revoke your proxy by sending a notice of revocation to our Secretary, which must be received by our Secretary prior to the Special Meeting. |
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How are votes counted? |
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Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The Extension Amendment Proposal must be approved by the affirmative vote of at least 65% of the shares of our common stock outstanding as of the record date, including the Founder Shares. Accordingly, a Company stockholder’s failure to vote by proxy or online at the Special Meeting or an abstention with respect to the Extension Amendment Proposal will have the same effect as a vote “AGAINST” such proposal. |
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The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or online at the Special Meeting will not be counted towards the number of shares of common stock required to establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal. |
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Abstentions will be counted in determining whether a valid quorum is established but will have no effect on the outcome of the vote on the Adjournment Proposal. |
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If my shares are held in “street name,” will my broker automatically vote them for me? |
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No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe both of the proposals presented to the stockholders at the Special Meeting will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. |
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What is a quorum requirement? |
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A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. |
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Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 7,320,001 shares of our common stock would be required to achieve a quorum. |
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Who can vote at the Special Meeting? |
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Only holders of record of our common stock at the close of business on [●], 2022 are entitled to have their vote counted at the Special Meeting and any adjournments or postponements thereof. On this record date, 14,640,000 shares of our common stock were outstanding and entitled to vote. |
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Stockholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting online, we urge you to submit your proxy vote either online, by telephone, or by filling out and returning the enclosed proxy card to ensure your vote is counted. |
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Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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Does the Board recommend voting for the approval of the Extension Amendment Proposal and the Adjournment Proposal? |
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Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Amendment and, if presented, the Adjournment Proposal are in the best interests of the Company and its stockholders. The Board recommends that our stockholders vote “FOR” the Extension Amendment Proposal and the Adjournment Proposal. |
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What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
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Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of 2,575,000 Founder Shares (purchased for $22,391), which unlike public shares have no redemption rights, and 4,325,000 warrants (purchased for $4,325,000). These Founder Shares and warrants would expire worthless if a business combination is not consummated. In addition, in connection with previous extensions of the date by which we have to complete our initial business combination, our Sponsor deposited in the Trust Account an aggregate of $2,300,000, which it lent to us pursuant to interest-free loans. If a business combination is not consummated, these loans would not be repaid. See the section entitled “PROPOSAL NO 1 – THE EXTENSION AMENDMENT PROPOSAL — Interests of our Sponsor, Directors and Officers”. |
Do I have appraisal rights if I object to the Extension Amendment Proposal? |
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Our stockholders do not have appraisal rights in connection with the Extension Amendment Proposal under the DGCL. |
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What do I need to do now? |
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We urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. |
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How do I vote? |
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If you are a holder of record of our common stock, you may vote online at the Special Meeting or by submitting a proxy for the Special Meeting. Whether or not you plan to attend the Special Meeting online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote online if you have already voted by proxy. |
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If your shares of our common stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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What should I do if I receive more than one set of voting materials? |
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You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares. |
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Who is paying for this proxy solicitation? |
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We will pay for the entire cost of soliciting proxies from our working capital. We have engaged D.F. King & Co. (“D.F. King”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay D.F. King a fee of $5,000 plus a discretionary success fee. We will also reimburse D.F. King for reasonable out-of-pocket expenses and will indemnify D.F. King and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension Amendment is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination. |
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Who can help answer my questions? |
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If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor, D.F. King, at (800) 207-3158 (toll free), or brokers and banks may call collect at (212) 269-5550. You may contact D.F. King by email at BREZ@dfking.com. |
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You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information”. |
FORWARD-LOOKING STATEMENTS
This Proxy Statement includes “forward-looking statements”
within the meaning of the federal securities laws that are not historical facts and involve risks and uncertainties that could cause
actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included
in this Proxy Statement including, without limitation, statements regarding the pending Business Combination and the Company’s
financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.
Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek”
and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements
relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.
A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed
in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please see the section entitled “Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 11, 2022 and in other reports we file with the SEC.
Risks regarding the Business Combination are also discussed in the Current Report on Form 8-K filed with the SEC on January 27, 2022.
Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise.
THE SPECIAL MEETING
Overview
Date, Time and Place. The Special Meeting of the Company’s
stockholders will be held at 10:00 a.m. Eastern Time on [●], 2022 as a virtual meeting. You will be able to attend, vote your shares
and submit questions during the Special Meeting via a live webcast available at www.virtualshareholdermeeting.com/BREZ2022SM. If you plan
to attend the Special Meeting, you will need the control number found on your proxy card, voting instructions or notice. Only stockholders
who own shares of our common stock as of the close of business on the record date will be entitled to attend the Special Meeting.
To attend the Special Meeting, please follow these instructions as
applicable to the nature of your ownership of our common stock.
If your shares are registered in your name with our transfer agent
and you wish to attend the Special Meeting, go to www.virtualshareholdermeeting.com/BREZ2022SM, enter the control number you received
on your proxy card and click on the “Click here” button at the top of the page to preregister for the online meeting link.
Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is
recommended but is not required in order to attend.
Beneficial stockholders who wish to attend the Special Meeting must
obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail
a copy (a legible photograph is sufficient) of their legal proxy to [●]. Beneficial stockholders who e-mail a valid legal proxy
will be issued a meeting control number that will allow them to register to attend and participate in the Special Meeting. After contacting
our transfer agent a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual
meeting. Beneficial stockholders should contact our transfer agent at least five business days prior to the meeting date.
Voting Power; Record Date. You will be entitled to vote or direct
votes to be cast at the Special Meeting, if you owned the Company’s common stock at the close of business on [●], 2022, the
record date for the Special Meeting. You will have one vote per proposal for each share of the Company’s common stock you owned
on the record date. The Company’s warrants and rights do not carry voting rights. At the close of business on the record date of
the Special Meeting, there were 14,640,000 shares of common stock outstanding, each of which entitles its holder to cast one vote per
proposal.
Proxies; Board Solicitation; Proxy Solicitor. Your proxy is
being solicited by the Board on the proposals being presented to stockholders at the Special Meeting. The Company has engaged D.F. King
to assist in the solicitation of proxies for the Special Meeting. No recommendation is being made as to whether you should elect to redeem
your public shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote
your shares online at the Special Meeting if you are a holder of record of the Company’s common stock. You may contact D.F. King
at (800) 207-3158 (toll free), or brokers and banks may call collect at (212) 269-5550. You may contact D.F. King by email at BREZ@dfking.com.
BACKGROUND
We are a blank check company formed in Delaware on June 11, 2020, for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses. Our principal executive offices are located at 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039.
There are currently 14,640,000 shares of our common stock issued and
outstanding. In addition, there are outstanding warrants to purchase an aggregate of 16,925,000 shares of common stock at an exercise
price of $11.50 per share and 11,500,000 rights that will convert into shares of common stock on a 20-for-1 basis upon consummation of
our initial business combination.
Approximately $[●] in proceeds from our IPO, the simultaneous
sale of warrants in a private placement transaction, extension payments and interest income are being held in our Trust Account in the
United States maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Trust Account is and will remain invested
in U.S. government securities with a maturity of 185 days or less or in an open ended investment company that holds itself out as a money
market fund until the earlier of (i) the consummation of our initial business combination or (ii) the distribution of the proceeds in
the Trust Account as described below.
As previously announced, we entered into the Business Combination Agreement
providing for the Business Combination on January 26, 2022. For more information about the Business Combination, see our Current Report
on Form 8-K filed with the SEC on January 27, 2022. The Board currently believes that there will not be sufficient time before May 25,
2022 to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business Combination,
we will need to obtain the Extension and that, without the Extension, we would be precluded from completing the Business Combination and
would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.
You are not being asked to vote on the Business Combination at this
time. If the Extension Amendment is implemented and you do not elect to redeem your public shares, provided that you are a stockholder
on the record date for a meeting to consider the Business Combination, you will be entitled to vote on the Business Combination when it
is submitted to stockholders and will retain the right to redeem your public shares for cash in the event the Business Combination is
approved and completed or we have not consummated a business combination by the Extended Date.
PROPOSAL NO. 1 – THE EXTENSION AMENDMENT
PROPOSAL
The Company is proposing to amend its charter to extend the date by
which the Company has to consummate a business combination to the Extended Date to allow the Company more time to complete our initial
business combination.
The Board believes that, given the Company’s expenditure of time,
effort and money on finding a business combination and our entry into the Business Combination Agreement with respect to the Business
Combination, circumstances warrant providing public stockholders an opportunity to consider the Business Combination.
A copy of the proposed amendment to the charter of the Company is attached
to this Proxy Statement as Annex A.
Whether or not the Extension Amendment Proposal is approved, the Company’s
public stockholders will have an opportunity to have their public shares redeemed in accordance with the Company’s charter either
upon enactment of the Extension Amendment, upon consummation of the initial business combination or in connection with the winding up
of the Company. See “Redemption Rights” below.
Reasons for the Extension Amendment Proposal
The Company’s charter provides that the Company has until May
25, 2022 to complete the purposes of the Company including effecting a business combination under its terms. The purpose of the Extension
Amendment is to allow the Company more time to complete its initial business combination.
As previously announced, we entered into the Business Combination Agreement
providing for the Business Combination on January 26, 2022. The Board currently believes that there will not be sufficient time before
May 25, 2022 to complete the Business Combination. Accordingly, the Board believes that in order to be able to consummate the Business
Combination, we will need to obtain the Extension and that, without the Extension, we would be precluded from completing the Business
Combination and would be forced to liquidate even if our stockholders are otherwise in favor of consummating the Business Combination.
The Company’s charter provides that the affirmative vote of the
holders of at least 65% of all outstanding shares of common stock, including the Founder Shares, is required to amend the charter to extend
our corporate existence, except in connection with, and effective upon, consummation of a business combination. Because we continue to
believe that a business combination would be in the best interests of our stockholders, and because we do not expect to be able to conclude
a business combination before May 25, 2022, the Board has determined to seek stockholder approval to extend the date by which we have
to complete a business combination until the Extended Date. We intend to hold another stockholder meeting prior to the Extended Date in
order to seek stockholder approval of the Business Combination.
We believe that the foregoing charter provision was included to protect
Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable
business combination in the timeframe contemplated by the charter. We also believe that, given the Company’s expenditure of time,
effort and money on finding a business combination and our entry into the Business Combination Agreement with respect to the Business
Combination, circumstances warrant providing public stockholders an opportunity to consider the Business Combination.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved, we will not amend
our charter to extend the deadline for effecting a business combination. If that deadline is not extended, it is highly unlikely that
we will consummate the Business Combination by May 25, 2022. If we have not consummated the Business Combination by May 25, 2022,
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 subject to lawfully available funds therefor, redeem 100% of the public shares of common stock 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 (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then
outstanding public shares of common stock, which redemption will completely extinguish rights of 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 Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable
law.
There will be no distribution from the Trust Account with respect to
the Company’s warrants or rights which will expire worthless in the event we wind up. In the event of a liquidation, our Sponsor,
officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares and
warrants.
If the Extension Amendment Proposal Is Approved
If the Extension Amendment Proposal is approved, the Company will file
an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in Annex A hereto to extend
the time it has to complete a business combination until the Extended Date. The Company will remain a reporting company under the Exchange
Act and its common stock, public warrants and rights will remain publicly traded. The Company will then continue to work to consummate
the Business Combination by the Extended Date.
Notwithstanding stockholder approval of the Extension Amendment Proposal,
our Board will retain the right to abandon and not implement the Extension at any time without any further action by our stockholders,
subject to the terms of the Business Combination Agreement.
If the Extension Amendment Proposal is approved, and the Extension
Amendment is implemented, each public stockholder may seek to redeem its public shares as described under “Redemption Rights,”
below, We cannot predict the amount that will remain in the Trust Account following any redemptions, and the amount remaining in the Trust
Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of the record date. We will not
proceed with the Extension Amendment if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of net tangible
assets following approval of the Extension Amendment Proposal.
You are not being asked to vote on the Business Combination at this
time. If the Extension Amendment is implemented and you do not elect to redeem your public shares, provided that you are a stockholder
on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when
it is submitted to stockholders, and you will have the right to redeem your public shares for cash in the event the Business Combination
is approved and completed or we have not consummated a business combination by the Extended Date.
Required Vote
The affirmative vote by holders of at least 65% of the Company’s
outstanding shares of common stock, including the Founder Shares, is required to approve the Extension Amendment Proposal. If you do not
vote, you abstain from voting or you fail to instruct your broker or other nominee as to the voting of shares you beneficially own (“broker
non-votes”), your action will have the same effect as an “AGAINST” vote on the Extension Amendment Proposal.
If you do not want the Extension Amendment Proposal approved, you must
abstain, not vote, or vote “AGAINST” the Extension Amendment. You will be entitled to redeem your public shares for cash in
connection with the Extension Amendment whether or not you vote on the Extension Amendment Proposal, and regardless of how you vote, so
long as you exercise your redemption rights as described above under “Redemption Rights.” The Company anticipates that a public
stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment
of the redemption price for such shares soon after the implementation of the Extension.
Our Sponsor, the Representatives and all of our directors, executive
officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment Proposal. On the
record date, our Sponsor, the Representatives, directors and officers of the Company and their affiliates beneficially owned and were
entitled to vote an aggregate of 3,125,000 shares, including 2,875,000 Founder Shares, representing approximately 21.3% of the Company’s
issued and outstanding shares of common stock. Our Sponsor and our directors, executive officers and their affiliates do not intend to
purchase shares of common stock in the open market or in privately negotiated transactions in connection with the stockholder vote on
the Extension Amendment.
Recommendation of the Board
After careful consideration of all relevant factors, our Board has
determined that the Extension Amendment is in the best interests of the Company and its stockholders. Our Board has approved and declared
advisable adoption of the Extension Amendment Proposal.
Our Board unanimously recommends that our stockholders vote “FOR”
the approval of the Extension Amendment Proposal.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep
in mind that our Sponsor, executive officers and members of our Board have interests that may be different from, or in addition to, your
interests as a stockholder. These interests include, among other things:
| ● | our Sponsor owns 2,475,000 Founder
Shares and 4,325,000 warrants, all of which are beneficially owned by our Chief Executive Officer and Chief Financial Officer, and our
four independent directors own an aggregate of 100,000 Founder Shares; none of these securities (which represent an aggregate investment
of $4,347,391) are subject to redemption, and all will expire worthless if a business combination is not consummated by May 25, 2022,
unless the Extension Amendment is implemented; |
| ● | in connection with previous extensions
of the date by which we have to complete an initial business combination, our Sponsor deposited in the Trust Account an aggregate of
$2,300,000, which it lent to us pursuant to interest-free loans and which will not be repaid if a business combination is not consummated
by May 25, 2022, unless the Extension Amendment is implemented; |
| ● | the fact that, if the Trust Account
is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the
Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.35 per public share, or
such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses
with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but
only if such a third party or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and |
| ● | the fact that none of our officers
or directors has received any cash compensation for services rendered to the Company, and all of the current members of our Board are
expected to continue to serve as directors at least through the date of the special meeting to vote on a proposed business combination
and may even continue to serve following any potential business combination and receive compensation thereafter. |
Redemption Rights
If the Extension Amendment Proposal is approved and the Extension Amendment
is implemented, each public stockholder may seek to redeem its 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), divided by the number
of then outstanding public shares. A public stockholder will have this redemption right regardless of how it voted, or whether it voted,
with respect to the Extension Amendment Proposal. Holders of public shares who do not elect to redeem their public shares in connection
with the Extension will retain the right to redeem their public shares in connection with any stockholder vote to approve a proposed business
combination, or if the Company has not consummated a business combination by the Extended Date.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN
WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE
SAME TIME, COMPLY, OR ENSURE YOUR BANK OR BROKER COMPLIES, WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR
SHARES TO THE TRANSFER AGENT PRIOR TO 5:00 P.M. EASTERN TIME ON [REDEMPTION-DEADLINE], 2022. The
redemption rights include the requirement that a stockholder must identify itself in writing as a beneficial holder and provide its legal
name, phone number, and address in order to validly redeem its public shares.
In connection with tendering your shares for redemption, prior to 5:00
p.m. Eastern time on [●], 2022 (two business days before the Special Meeting), you must elect either to physically tender your stock
certificates to Continental Stock Transfer & Trust Company, 1 State Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark
Zimkind, mzimkind@continentalstock.com, or to deliver your shares to the transfer agent electronically using the Depository Trust Company’s
(“DTC”) DWAC system, which election would likely be determined based on the manner in which you hold your shares. The requirement
for physical or electronic delivery prior to 5:00 p.m. Eastern time on [●], 2022 (two business days before the Special Meeting)
ensures that a redeeming holder’s election is irrevocable once the Extension Amendment Proposal is approved. In furtherance of such
irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the Special Meeting.
Through the DWAC system, this electronic delivery process can be accomplished
by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer
agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly
longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s
transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering
process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the
tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s
understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The
Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical
stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their
shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline
for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates that have not been tendered in accordance with these procedures
prior to 5:00 p.m. Eastern time on [●], 2022 (two business days before the Special Meeting) will not be redeemed for cash held in
the Trust Account on the redemption date. In the event that a public stockholder tenders its shares and decides prior to the vote at the
Special Meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for
redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your public shares, you may request
that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at
the address listed above. In the event that a public stockholder tenders shares and the Extension Amendment Proposal is not approved or
the Extension is otherwise not implemented, these shares will not be redeemed and the physical certificates representing these shares
will be returned to the stockholder promptly following the determination that the Extension Amendment Proposal will not be approved. The
Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment
Proposal would receive payment of the redemption price for such shares soon after implementation of the Extension. The transfer agent
will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.
If properly demanded, the Company will redeem each public share for
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), divided by the number of then outstanding public shares. Based upon the amount in the Trust Account as
of the record date, the Company anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust
Account will be approximately $[●] at the time of the Special Meeting. The closing price of the Company’s common stock on
[●], 2022 was $[●].
If you exercise your redemption rights, you will be exchanging your
shares of the Company’s common stock for cash and will no longer own the shares. You will be entitled to receive cash for these
shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent prior to 5:00
p.m. Eastern time on [●], 2022 (two business days before the Special Meeting).
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain United States federal
income tax considerations for holders of our common stock with respect to the exercise of redemption rights in connection with the approval
of the Extension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the
“Code”, the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices
of the Internal Revenue Service, which we refer to as the “IRS”, and judicial decisions, all as currently in effect and all
of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS
would not assert, or that a court would not sustain a position contrary to any of the tax considerations described below. This summary
does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their
individual circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds,
pension plans, S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies,
real estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private foundations))
and investors that hold common stock as part of a “straddle,” “hedge,” “conversion,” “synthetic
security,” “constructive ownership transaction,” “constructive sale,” or other integrated transaction for
United States federal income tax purposes, investors subject to the alternative minimum tax provisions of the Code, U.S. Holders (as defined
below) that have a functional currency other than the United States dollar, U.S. expatriates, investors that actually or constructively
own five percent or more of the common stock of the Company, and Non-U.S. Holders (as defined below, and except as otherwise discussed
below), all of whom may be subject to tax rules that differ materially from those summarized below. In addition, this summary does not
discuss any state, local, or non-United States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative
minimum tax or the Medicare tax. In addition, this summary is limited to investors that hold our common stock as “capital assets”
(generally, property held for investment) under the Code.
If a partnership (including an entity or arrangement treated as a partnership
for United States federal income tax purposes) holds our common stock, the tax treatment of a partner in such partnership will generally
depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you
are a partner of a partnership holding our common stock, you are urged to consult your tax advisor regarding the tax consequences of a
redemption.
WE URGE HOLDERS OF OUR COMMON STOCK CONTEMPLATING EXERCISE OF THEIR
REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX
CONSEQUENCES THEREOF.
U.S. Federal Income Tax Considerations to U.S. Holders
This section is addressed to U.S. Holders of our common stock that
elect to have their common stock redeemed for cash. For purposes of this discussion, a “U.S. Holder” is a beneficial owner
that so redeems its common stock of the Company and is:
| ● | an individual who is a United States
citizen or resident of the United States; |
| ● | a corporation (including an entity
treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States,
any state thereof or the District of Columbia; |
| ● | an estate the income of which is
includible in gross income for United States federal income tax purposes regardless of its source; or |
| ● | a trust (A) the administration of
which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning
of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under
applicable Treasury regulations to be treated as a United States person. |
Redemption of Common Stock
In the event that a U.S. Holder’s common stock of the Company
is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as
a sale of the common stock under Section 302 of the Code. Whether the redemption qualifies for sale treatment will depend largely on the
total number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder as
a result of owning warrants or rights) relative to all of our shares both before and after the redemption. The redemption of common stock
generally will be treated as a sale of the common stock (rather than as a distribution) if the redemption (i) is “substantially
disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s
interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained
more fully below.
In determining whether any of the foregoing tests are satisfied, a
U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our stock that are constructively
owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and
entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has
a right to acquire by exercise of an option, which would generally include common stock which could be acquired pursuant to the exercise
of the warrants and possibly the rights. In order to meet the substantially disproportionate test, the percentage of our outstanding voting
stock actually and constructively owned by the U.S. Holder immediately following the redemption of common stock must, among other requirements,
be less than 80% of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption.
There will be a complete termination of a U.S. Holder’s interest if either (i) all of the shares of our stock actually and constructively
owned by the U.S. Holder are redeemed or (ii) all of the shares of our stock actually owned by the U.S. Holder are redeemed and the U.S.
Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family
members and the U.S. Holder does not constructively own any other stock. The redemption of the common stock will not be essentially equivalent
to a dividend if a U.S. Holder’s conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate
interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will
depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in
the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs
may constitute such a “meaningful reduction.”
If none of the foregoing tests are satisfied, then the redemption will
be treated as a distribution and the tax effects will be as described below under “U.S. Federal Income Tax Considerations to U.S.
Holders — Taxation of Distributions.”
U.S. Holders of our common stock considering exercising their redemption
rights should consult their own tax advisors as to whether the redemption of their common stock of the Company will be treated as a sale
or as a distribution under the Code.
Gain or Loss on a Redemption of Common Stock Treated as a Sale
If the redemption qualifies as a sale of common stock, a U.S. Holder
must treat any gain or loss recognized as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if
the U.S. Holder’s holding period for the common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain
or loss in an amount equal to the difference between (i) the amount of cash received in such redemption and (ii) the U.S. Holder’s
adjusted tax basis in its common stock so redeemed. A U.S. Holder’s adjusted tax basis in its common stock generally will equal
the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of common stock or
the purchase price of a share of common stock purchased in the open market) less any prior distributions treated as a return of capital.
Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital losses
is subject to limitations.
Taxation of Distributions
If the redemption does not qualify as a sale of common stock, the U.S.
Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders generally will constitute dividends
for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under
United States federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a
return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our common
stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated
as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain or Loss on a Redemption of Common Stock
Treated as a Sale”. Dividends we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received
deduction if the requisite holding period is satisfied. With certain exceptions, and provided certain holding period requirements are
met, dividends we pay to a non-corporate U.S. Holder generally will constitute “qualified dividends” that will be taxable
at a reduced rate.
U.S. Federal Income Tax Considerations to Non-U.S. Holders
This section is addressed to Non-U.S. Holders of our common stock that
elect to have their common stock redeemed for cash. For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner
(other than a partnership) that so redeems its common stock of the Company and is not a U.S. Holder.
Redemption of Common Stock
The characterization for United States federal income tax purposes
of the redemption of a Non-U.S. Holder’s common stock generally will correspond to the United States federal income tax characterization
of such a redemption of a U.S. Holder’s common stock, as described under “U.S. Federal Income Tax Considerations to U.S. Holders”.
Non-U.S. Holders of our common stock considering exercising their redemption
rights should consult their own tax advisors as to whether the redemption of their common stock of the Company will be treated as a sale
or as a distribution under the Code.
Gain or Loss on a Redemption of Common Stock Treated as a Sale
If the redemption qualifies as a sale of common stock, a Non-U.S. Holder
generally will not be subject to United States federal income or withholding tax in respect of gain recognized on a sale of its common
stock of the Company, unless:
| ● | the gain is effectively connected
with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable
to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the Non-U.S. Holder will generally
be subject to the same treatment as a U.S. Holder with respect to the redemption, and a corporate Non-U.S. Holder may be subject to the
branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty); |
| ● | the Non-U.S. Holder is an individual
who is present in the United States for 183 days or more in the taxable year in which the redemption takes place and certain other conditions
are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain for the year; or |
| ● | we are or have been a “U.S.
real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year
period ending on the date of disposition or the period that the Non-U.S. Holder held our common stock, and, in the case where shares
of our common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively,
more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s
holding period for the shares of our common stock. We do not believe we are or have been a U.S. real property holding corporation. |
Taxation of Distributions
If the redemption does not qualify as a sale of common stock, the Non-U.S.
Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S. Holder of shares of our common
stock, to the extent paid out of our current or accumulated earnings and profits (as determined under United States federal income tax
principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected
with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the
gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an
applicable income tax treaty and provides proper certification of its eligibility for such reduced rate. Any distribution not constituting
a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our
common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale
or other disposition of the common stock, which will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S.
Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock”. Dividends we pay to a Non-U.S. Holder
that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will
not be subject to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements.
Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated
individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by an applicable
income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a
“branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
As previously noted above, the foregoing discussion of certain material
U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed
as, legal or tax advice to any stockholder. We once again urge you to consult with your own tax adviser to determine the particular tax
consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the
receipt of cash in exchange for shares redeemed in connection with the Extension Amendment Proposal.
PROPOSAL NO. 2 – THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to adjourn
the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented
to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal. In no event will our Board adjourn the Special Meeting beyond May 25, 2022.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our stockholders, our
Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise
in connection with, the approval of the Extension Amendment Proposal.
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative vote
of the majority of the votes cast by stockholders represented in person or by proxy at the Special Meeting. Accordingly, if a valid quorum
is otherwise established, a stockholder’s failure to vote and broker non-votes will have no effect on the outcome of any vote on
the Adjournment Proposal. Abstentions will be counted in determining whether a valid quorum is established but will have no effect on
the outcome of any vote on the Adjournment Proposal.
Recommendation of the Board
Our Board unanimously recommends that our stockholders vote “FOR”
the approval of the Adjournment Proposal.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial
ownership of the Company’s common stock as of the record date based on information obtained from the persons named below, with respect
to the beneficial ownership of shares of the Company’s common stock, by:
| ● | each person known by us to be the
beneficial owner of more than 5% of our outstanding shares of common stock; |
| ● | each of our executive officers and
directors that beneficially owns shares of common stock; and |
| ● | all our officers and directors as
a group. |
As of the record date, there were 14,640,000 shares of common stock
issued and outstanding. Unless otherwise indicated, all persons named in the table have sole voting and investment power with respect
to all shares of common stock beneficially owned by them.
| |
Common Stock | |
Name and Address of Beneficial Owner (1) | |
Number of Shares Beneficially Owned | | |
Approximate
Percentage of
Outstanding
Common Stock | |
Breeze Sponsor, LLC | |
| 2,475,000 | | |
| 16.9 | |
J. Douglas Ramsey, Ph.D. (2) | |
| 2,475,000 | | |
| 16.9 | |
Russell D. Griffin (3) | |
| 0 | | |
| * | |
Charles C. Ross (3) | |
| 0 | | |
| * | |
Albert McLelland | |
| 25,000 | | |
| * | |
Daniel L. Hunt | |
| 25,000 | | |
| * | |
Robert Lee Thomas | |
| 25,000 | | |
| * | |
Bill Stark | |
| 25,000 | | |
| * | |
All directors and executive officers as a group (7 individuals) | |
| 2,575,000 | | |
| 17.6 | |
| |
| | | |
| | |
Karpus Investment Management (4) | |
| 2,990,669 | | |
| 20.4 | |
Polar Asset Management Partners Inc. (5) | |
| 1,011,247 | | |
| 6.9 | |
Hudson Bay Capital Management LP (6) | |
| 861,240 | | |
| 5.9 | |
ATW SPAC Management LLC (7) | |
| 800,000 | | |
| 5.9 | |
Boothbay Fund Management LLC (8) | |
| 800,000 | | |
| 5.5 | |
Feis Equities LLC (9) | |
| 746,908 | | |
| 5.1 | |
| (1) | Unless otherwise noted, the business
address of each of the following entities or individuals is c/o Breeze Holdings Acquisition Corp., 955 W. John Carpenter Fwy., Suite
100-929, Irving, TX 75039. |
| (2) | Represents shares of common stock
owned by our sponsor, Breeze Sponsor, LLC. Dr. Ramsey is the manager of the Sponsor and has voting and dispositive control over all such
shares. Dr. Ramsey disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. |
| (3) | Does not include any securities
held by our sponsor, Breeze Sponsor, LLC, of which each person is a direct or indirect member. |
| (4) | Based solely on the amendment to
Schedule 13G filed with the SEC on February 14, 2022 by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”),
with respect to the shares of common stock held by certain managed accounts to which Karpus serves as investment advisor. The business
address of reporting persons is 183 Sully’s Trail, Pittsford, NY 14534. |
| (5) | Based solely on the amendment to
Schedule 13G filed with the SEC on February 7, 2022 by Polar Asset Management Partners Inc., which serves as the investment advisor to
Polar Multi-Strategy Master Fund, (“PMSMF”) with respect to the common stock directly held by PMSMF. The address of the reporting
person is 16 York Street, Suite 2900, Toronto, ON M5J 0E6, Canada. |
| (6) | Based solely
on the amendment to Schedule 13G filed with the SEC on February 4, 2022 by Hudson Bay Capital Management LP (“Hudson Bay”)
and Mr. Sander Gerber, with respect to the shares of common stock held by HB Strategies LLC and Hudson Bay Master Fund Ltd., to
which Hudson Bay serves as investment manager. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the
general partner of Hudson Bay. The reporting persons share voting and dispositive power with respect to all such shares. Mr. Gerber
disclaims beneficial ownership of these securities. The business address of reporting persons is 28 Havemeyer Place, 2nd Floor,
Greenwich, CT 06830. |
| (7) | Based solely
on the Schedule 13G filed with the SEC on February 14, 2022 by ATW SPAC Management LLC (the “Adviser”) and Antonio Ruiz-Gimenez
with respect to shares held by separately managed accounts managed by the Adviser, of which Mr. Ruiz-Gimenez is the Managing Member.
The reporting persons share voting and dispositive power with respect to all such shares. Each of the reporting persons disclaims beneficial
ownership of the reported shares except to the extent of the reporting person’s pecuniary interest therein. The business address
of the reporting persons is 7969 NW 2nd Street, #401, Miami, FL 33126. |
| (8) | Based solely
on the Schedule 13G filed with the SEC on February 10, 2022 by Boothbay Absolute Return Strategies, LP (the “Fund”), Boothbay
Fund Management, LLC (the “Adviser”) and Mr. Ari Glass with respect to the shares of common stock held by the Fund, to which
the Adviser serves as investment manager. Mr. Glass is the Managing Member of the Adviser. The Fund has shared voting and shared dispositive
power with respect to 535,993 shares and the Adviser and Mr. Glass have shared voting and shared dispositive power with respect to all
reported shares. Each of the reporting persons disclaims beneficial ownership of the reported shares except to the extent of the reporting
person’s pecuniary interest therein. The business address of the reporting persons is 140 East 45th Street, New York,
NY 10017. |
| (9) | Based solely
on the Schedule 13G filed with the SEC on January 25, 2022 by Feis Equities LLC and Mr. Lawrence M. Feis. The business address of the
reporting persons is 20 North Wacker Drive, Suite 2115, Chicago, IL 60606. |
The table above does not include the shares of common stock issuable
upon exercise of outstanding warrants because the warrants are not exercisable within 60 days of the record date for the Special Meeting.
STOCKHOLDER PROPOSALS
If the Extension Amendment Proposal is approved, we anticipate that
we will hold another special meeting before the Extension Date to consider and vote upon approval of the Business Combination Agreement
and the Business Combination. If we consummate the Business Combination, the Company will become a wholly owned subsidiary of D-Orbit,
S.A. If the Extension Amendment Proposal is not approved, or if it is approved but we do not consummate a business combination before
the Extension Date, the Company will dissolve and liquidate. Accordingly, there will be no annual meeting in 2022.
HOUSEHOLDING INFORMATION
Unless we have received contrary instructions, we may send a single
copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the
same family. This process, known as “householding”, reduces the volume of duplicate information received at any one household
and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address
this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with
another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders
should follow these instructions:
| ● | If the shares are registered in
the name of the stockholder, the stockholder should contact us at (619) 500-7747 to inform us of his or her request; or |
| ● | If a bank, broker or other nominee
holds the shares, the stockholder should contact the bank, broker or other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC
as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement, over the Internet at the
SEC’s website at http://www.sec.gov.
If you would like additional copies of this Proxy Statement or if you
have questions about the proposals to be presented at the Special Meeting, you should contact the Company’s proxy solicitation agent
at the following address, telephone number and email:
D.F. King & Co.
48 Wall Street, 22nd Floor
New York, NY 10005
Telephone: (877) 536 -1561
Brokers and Banks Call Collect:
(212) 269-5550
All Others Call Toll-Free:
(800) 207-3158
Email: BREZ@dfking.com
You may also obtain these documents by requesting them from the Company
at:
Breeze Holdings Acquisition
Corp.
Attention: J. Douglas Ramsey,
Ph.D.
955 W. John Carpenter Freeway,
Suite 100-929
Irving, TX 75039
Telephone: (619) 500-7747
If you are a stockholder of the Company and would like to request
documents, please do so by [●], 2022, in order to receive them before the Special Meeting. If you request any documents from
us, we will mail them to you by first class mail, or another equally prompt means.
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BREEZE HOLDINGS ACQUISITION CORP.
Pursuant to Section 245 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 of Incorporation 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
of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 20, 2020 (the “Amended
and Restated Certificate of Incorporation”). |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation
amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation
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 9.1(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, 2022 (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents)
on such date the next date upon which the Office of the Delaware Division of Corporations shall be open (the “Deadline Date”)
and (iii) the redemption of shares in connection with a vote seeking amend such provisions of this Amended and Restated Certificate as
described in Section 9.7. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering
Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and
whether or not such holders are Breeze Sponsor, LLC (the “Sponsor”), or officers or directors of the Corporation, or
affiliates 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 within [●] months from the closing of the Offering,
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.
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 ____ day of _________, 2022.
BREEZE HOLDINGS ACQUISITION CORP. |
|
|
|
By: |
|
|
Name: |
J. Douglas Ramsey, Ph.D. |
|
Title: |
Chief Executive Officer
and
Chief Financial Officer |
|
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