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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 30, 2022

 

BREEZE HOLDINGS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

 

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

 

955 W. John Carpenter Freeway, Suite 100-929

Irving, TX 75039

(Address of principal executive offices)

 

(619) 500-7747

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

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

 

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

 

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

 

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

BREZW

 

   The NASDAQ Stock Market LLC

 

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

 

Emerging growth company  ☒

 

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

 

 

 

 

 

 

Item 8.01 Other Events.

 

On March 30, 2021, Breeze Holdings Acquisition Corp. (the “Company”) announced the filing of its definitive proxy statement relating to the special meeting for the vote on an amendment to its Charter to extend the date by which the Company has to consummate a business combination from May 25, 2022 to September 26, 2022 (the “Extension”).

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The Company will include a letter to its shareholders as of March 21, 2022 (the “Record Date) related to the special meeting. A copy of the shareholder letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated March 30, 2022
99.2   Letter to Shareholders dated March 30, 2022
104   Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

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

 

  BREEZE HOLDINGS ACQUISITION CORP.
     
Date: March 30, 2022 By: /s/ J. Douglas Ramsey
  Name:  J. Douglas Ramsey
  Title: Chief Executive Officer and Chief Financial Officer

 

 

2

 

 

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