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| CIK | 1817640 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Breeze Holdings Acquisition Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDING |
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| August 15, 2025 |
Exhibit 99.1 BREEZE HOLDINGS ACQUISITION CORP. SHAREHOLDERS APPROVE BUSINESS COMBINATION WITH YD BIOPHARMA LIMITED Transaction Expected to Close in the Coming Days Combined Company to be Named YD Bio Limited and Expected to Trade on Nasdaq Under Ticker Symbol “YDES” Irving, Texas, August 15, 2025 — Breeze Holdings Acquisition Corp. (“Breeze”) (OTCQX: BRZH; OTCQB: BRZHR, BRZHW), a publicly traded s |
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| August 15, 2025 |
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): August 14, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of (Commiss |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-39718 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER 106762 107 106762 115 106762 123 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report |
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| July 25, 2025 |
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 State |
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| July 21, 2025 |
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 State |
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| June 27, 2025 |
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): June 26, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| June 27, 2025 |
Exhibit 3.1 SEVENTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BREEZE HOLDINGS ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law BREEZE HOLDINGS ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Breeze Holdin |
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| June 27, 2025 |
Exhibit 3.1 SEVENTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BREEZE HOLDINGS ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law BREEZE HOLDINGS ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Breeze Holdin |
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| June 27, 2025 |
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): June 26, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| June 13, 2025 |
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): June 13, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| June 10, 2025 |
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 State |
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| June 9, 2025 |
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): May 30, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporati |
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| June 9, 2025 |
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): May 30, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporati |
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| June 2, 2025 |
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): May 30, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporati |
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| May 30, 2025 |
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 (Amendment No. 1) 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)) ☐ Defi |
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| May 30, 2025 |
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 State |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDIN |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 001-39718 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER 106762 107 106762 115 106762 123 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor |
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| April 4, 2025 |
Letter from Marcum LLP to the Securities and Exchange Commission, dated April 4, 2025. Exhibit 16.1 April 4, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Breeze Holdings Acquisition Corp. under Item 4.01 of its Form 8-K dated April 2, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Breeze Holdings Acquis |
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| April 4, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): April 2, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| March 21, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 17, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpo |
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| March 19, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 17, 2025 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpora |
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| March 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BREEZE HOLDINGS ACQUISITION CORP. (Exact name of re |
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| December 30, 2024 |
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): December 23, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| December 30, 2024 |
Exhibit 3.1 SIXTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BREEZE HOLDINGS ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law BREEZE HOLDINGS ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Breeze Holdings |
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| December 30, 2024 |
Exhibit 3.1 SIXTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BREEZE HOLDINGS ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law BREEZE HOLDINGS ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Breeze Holdings |
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| December 30, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): December 23, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HO |
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| November 29, 2024 |
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 State |
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| November 27, 2024 |
Ekpyrosis Advisors PLLC 259 W. 10th Street New York, NY 10014 November 27, 2024 United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attention: Division of Corporate Finance Office of Real Estate & Construction Re: Breeze Holdings Acquisition Corp. Revised Preliminary Proxy Statement on Schedule 14A Filed November 26, 2024 File No. 001-39718 Dear Mr |
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| November 27, 2024 |
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 (Amendment No. 2) 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)) ☐ Defi |
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| November 27, 2024 |
Ekpyrosis Advisors PLLC 259 W. 10th Street New York, NY 10014 November 27, 2024 United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attention: Division of Corporate Finance Office of Real Estate & Construction Re: Breeze Holdings Acquisition Corp. Revised Preliminary Proxy Statement on Schedule 14A Filed November 26, 2024 File No. 001-39718 Dear Mr |
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| November 27, 2024 |
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 (Amendment No. 3) 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)) ☐ Defi |
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| November 26, 2024 |
Ekpyrosis Advisors PLLC 259 W. 10th Street New York, NY 10014 November 26, 2024 United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attention: Division of Corporate Finance Office of Real Estate & Construction Re: Breeze Holdings Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed November 19, 2024 File No. 001-39718 Dear Mr. Alper |
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| November 26, 2024 |
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 (Amendment No. 1) 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)) ☐ Defi |
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| November 19, 2024 |
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 State |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39718 CUSIP NUMBER 106762 107 106762 115 106762 123 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R |
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| November 14, 2024 |
BRZH / Breeze Holdings Acquisition Corp. / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteorabrzh093024a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 106762107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stateme |
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| September 25, 2024 |
Exhibit 99.1 Breeze Holdings Acquisition Corp. Announces Definitive Agreement to Merge with YD Biopharma Limited YD Biopharma is a Clinical-Stage Biopharmaceutical Company Focusing on Cancer Prevention Diagnostics and Seeking to Transform the Treatment of a Wide Spectrum of Diseases Pro Forma for the Transaction, Combined Company is Expected to Have an Estimated Enterprise Value of Nearly $700 Mil |
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| September 25, 2024 |
Shareholder Support Agreement dated as of September 24, 2024 Exhibit 10.2 Execution Version SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 24, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), and the undersigned shareholders of the Company (each, a “Shareholder” and collectively, |
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| September 25, 2024 |
Exhibit 2.1 Execution Version MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP., BREEZE MERGER SUB, INC., AND YD BIOPHARMA LIMITED DATED AS OF SEPTEMBER 24, 2024 Table of Contents Page ARTICLE I DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 15 Section 1.03 Construction 17 ARTICLE II AGREEMENT AND PLAN OF MERGER 18 Section |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incor |
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| September 25, 2024 |
Sponsor Support Agreement dated as of September 24, 2024 Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of September 24, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned s |
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| September 25, 2024 |
Lock-Up Agreement dated as of September 24, 2024 Exhibit 10.3 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2024, by and among YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), the undersigned shareholders of the Company (collectively, the “Company Shareholders”), Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), Breeze Sponsor |
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| September 25, 2024 |
Exhibit 99.1 Breeze Holdings Acquisition Corp. Announces Definitive Agreement to Merge with YD Biopharma Limited YD Biopharma is a Clinical-Stage Biopharmaceutical Company Focusing on Cancer Prevention Diagnostics and Seeking to Transform the Treatment of a Wide Spectrum of Diseases Pro Forma for the Transaction, Combined Company is Expected to Have an Estimated Enterprise Value of Nearly $700 Mil |
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| September 25, 2024 |
Exhibit 99.2 Investor Presentation YD BIOPHARMA LIMITED September 2024 ©2024, YD BIOPHARMA ., LTD. Disclaimer YD BIOPHARMA This investor presentation (this “ Presentation ”) has been prepared for use in connection with a potential business combination (the “ Business Combination ”) between Breeze Holdings Acquisition Corp . (“ SPAC ”) and YD Biopharma Limited (” YD Biopharma ” or “ YD BIO ” or “ T |
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| September 25, 2024 |
Sponsor Support Agreement dated as of September 24, 2024 Exhibit 10.1 Execution Version SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of September 24, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned s |
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| September 25, 2024 |
Exhibit 99.2 Investor Presentation YD BIOPHARMA LIMITED September 2024 ©2024, YD BIOPHARMA ., LTD. Disclaimer YD BIOPHARMA This investor presentation (this “ Presentation ”) has been prepared for use in connection with a potential business combination (the “ Business Combination ”) between Breeze Holdings Acquisition Corp . (“ SPAC ”) and YD Biopharma Limited (” YD Biopharma ” or “ YD BIO ” or “ T |
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| September 25, 2024 |
Exhibit 2.1 Execution Version MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP., BREEZE MERGER SUB, INC., AND YD BIOPHARMA LIMITED DATED AS OF SEPTEMBER 24, 2024 Table of Contents Page ARTICLE I DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 15 Section 1.03 Construction 17 ARTICLE II AGREEMENT AND PLAN OF MERGER 18 Section |
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| September 25, 2024 |
Lock-Up Agreement dated as of September 24, 2024 Exhibit 10.3 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2024, by and among YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), the undersigned shareholders of the Company (collectively, the “Company Shareholders”), Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), Breeze Sponsor |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incor |
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| September 25, 2024 |
Shareholder Support Agreement dated as of September 24, 2024 Exhibit 10.2 Execution Version SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of September 24, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), YD Biopharma Limited, a Cayman Islands exempted company (the “Company”), and the undersigned shareholders of the Company (each, a “Shareholder” and collectively, |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDING |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39718 CUSIP NUMBER 106762 107 106762 115 106762 123 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report |
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| August 9, 2024 |
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): August 5, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpora |
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| August 9, 2024 |
Termination of a Material Definitive Agreement 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): August 5, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpora |
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| June 27, 2024 |
Exhibit 3.1 |
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| June 27, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): June 21, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| June 27, 2024 |
Exhibit 3.1 |
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| June 27, 2024 |
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): June 21, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| June 21, 2024 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: True Velocity, Inc. (Commission File No. 333-277076) Date: June 18, 2024 True Velocity, FN America Announce Global Manufacturing Partnership on Lightweight Medium Machine Gun FN A |
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| May 29, 2024 |
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): May 24, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporati |
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| May 29, 2024 |
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): May 24, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporati |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDIN |
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| May 16, 2024 |
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 State |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39718 CUSIP NUMBER 106762 107 106762 115 106762 123 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repor |
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| May 3, 2024 |
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 State |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BREEZE HOLDINGS ACQUISITION COR |
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| April 24, 2024 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Marc Rivera Partner 202.350.3643 direct [email protected] April 24, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, DC 20549 Attention: Stephany Yang and Jean Yu Re: Breeze Holdings Acquisit |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BREEZE HOLDINGS ACQUISITION CORP. (Exact name of re |
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| April 1, 2024 |
Breeze Holdings Acquisition Corp. Dodd-Frank Restatement Recoupment Policy. Exhibit 97.1 Breeze Holdings Acquisition Corp. Dodd-Frank Restatement Recoupment Policy 1.Introduction The Board of Directors (the “Board”) of Breeze Holdings Acquisition Corp. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers in the case of |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BREEZE HOLDINGS ACQUISITION COR |
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| March 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 15, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpora |
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| March 20, 2024 |
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 15, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpora |
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| March 20, 2024 |
Exhibit 99.1 Breeze Holdings Acquisition Corp. Announces Nasdaq Panel Approval for Continued Listing to Complete Initial Business Combination by May 28, 2024 Irving, Texas, March 20, 2024 – Breeze Holdings Acquisition Corp. (Nasdaq: BREZ) (the “Company”), today announced that on March 15, 2024, the Company received a notification from Nasdaq indicating that the Nasdaq Hearings Panel (the “Panel”) |
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| March 20, 2024 |
Exhibit 99.1 Breeze Holdings Acquisition Corp. Announces Nasdaq Panel Approval for Continued Listing to Complete Initial Business Combination by May 28, 2024 Irving, Texas, March 20, 2024 – Breeze Holdings Acquisition Corp. (Nasdaq: BREZ) (the “Company”), today announced that on March 15, 2024, the Company received a notification from Nasdaq indicating that the Nasdaq Hearings Panel (the “Panel”) |
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| March 15, 2024 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: True Velocity, Inc. (Commission File No. 333-277076) Date: March 14, 2024 Breeze Holdings Acquisition Corp. and TV Ammo, Inc. to Participate in the 36th Annual ROTH Conference Irv |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| March 13, 2024 |
ArentFox Schiff LLP 1717 K Street, NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com March 13, 2024 VIA EDGAR Stephany Yang Jean Yu United States Securities and Exchange Commission Office of Manufacturing 100 F Street, NE Washington, DC 20549 Marc Rivera Partner 202.350.3643 direct [email protected] Re: Breeze Holdings Acquisition Corp. Form 10-K for the Fiscal Year Ended |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BREEZE HOLDINGS ACQUISITION COR |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001- |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001 |
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| February 21, 2024 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), True Velocity, Inc., a Delaware corporation (“True Velocity”), TV Ammo, Inc., a Texas corporation (the “Company”), Breeze Sponso |
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| February 21, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): February 14, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| February 21, 2024 |
Exhibit 10.4 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2024, is made and entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation ( “Breeze”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), True Velocity, Inc., a Delaware corporat |
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| February 21, 2024 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP., TRUE VELOCITY, INC., BREEZE MERGER SUB, INC., BH VELOCITY MERGER SUB, INC., AND TV AMMO, INC. DATED AS OF FEBRUARY 14, 2024 Table of Contents Page ARTICLE I DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 13 Section 1.03 Co |
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| February 21, 2024 |
Exhibit 10.2 AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENT This AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of [], 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), True Velocity, Inc., a Delaware corporation (“True Velocity”), TV Ammo, Inc., a Texas corporation (the “Company”), and the undersigned stockholders |
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| February 21, 2024 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), True Velocity, Inc., a Delaware corporation (“True Velocity”), TV Ammo, Inc., a Texas corporation (the “Company”), Breeze Sponso |
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| February 21, 2024 |
Exhibit 10.3 AMENDED AND RESTATED LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [], 2024, by and among TV Ammo, Inc., a Texas corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Company Stockholders”), Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), Breeze Sponsor, LLC, |
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| February 21, 2024 |
Exhibit 10.2 AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENT This AMENDED AND RESTATED STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of [], 2024, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), True Velocity, Inc., a Delaware corporation (“True Velocity”), TV Ammo, Inc., a Texas corporation (the “Company”), and the undersigned stockholders |
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| February 21, 2024 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP., TRUE VELOCITY, INC., BREEZE MERGER SUB, INC., BH VELOCITY MERGER SUB, INC., AND TV AMMO, INC. DATED AS OF FEBRUARY 14, 2024 Table of Contents Page ARTICLE I DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 13 Section 1.03 Co |
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| February 21, 2024 |
Exhibit 10.3 AMENDED AND RESTATED LOCK-UP AGREEMENT THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [], 2024, by and among TV Ammo, Inc., a Texas corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Company Stockholders”), Breeze Holdings Acquisition Corp., a Delaware corporation (“Parent”), Breeze Sponsor, LLC, |
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| February 21, 2024 |
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): February 14, 2024 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| February 21, 2024 |
Exhibit 10.4 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2024, is made and entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation ( “Breeze”), Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), True Velocity, Inc., a Delaware corporat |
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| February 15, 2024 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: February 14, 2024 Breeze Holdings Acquisition Corp. and TV Ammo, Inc. Announce Filing of a Registration St |
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| February 14, 2024 |
BREZ / Breeze Holdings Acquisition Corp. / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 106762123 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 22, 2024 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: January 22, 2024 True Velocity, FN America Approaching Launch of Conversion Kits for M240 ‘Switch Barrel’ |
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| January 22, 2024 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: January 19, 2024 True Velocity Weapons, Suppressors and Advanced Ammo to be Displayed at SHOT Show 2024 GA |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 15, 2023 Breeze Holdings Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39718 85-1849315 (State or Other Jurisdiction of Incorporation |
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| November 29, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): November 27, 2023 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HO |
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| November 2, 2023 |
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 State |
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| September 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incor |
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| September 26, 2023 |
Exhibit 3.1 Delaware The First State Page 1 3047801 8100 SR# 20233558079 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 204237415 Date: 09 - 25 - 23 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “BREEZE HOLDINGS ACQUISITION CORP.”, FILED IN T |
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| September 11, 2023 |
Exhibit 99.1 Breeze Holdings Acquisition Corp. Announces Preliminary Vote Tabulations for Upcoming Special Meeting and Provides Update on Business Combination Timeline Irving, Texas, September 8, 2023 – Breeze Holdings Acquisition Corp. (Nasdaq: BREZ) (the “Company”), today announced that in connection with its upcoming Special Meeting of Stockholders, the Company has already received proxies repr |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| September 11, 2023 |
Exhibit 99.1 Breeze Holdings Acquisition Corp. Announces Preliminary Vote Tabulations for Upcoming Special Meeting and Provides Update on Business Combination Timeline Irving, Texas, September 8, 2023 – Breeze Holdings Acquisition Corp. (Nasdaq: BREZ) (the “Company”), today announced that in connection with its upcoming Special Meeting of Stockholders, the Company has already received proxies repr |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDING |
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| August 22, 2023 |
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 State |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39718 NOTIFICATION OF LATE FILING CUSIP NUMBER 106762 107 106762 115 106762 123 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report |
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| August 10, 2023 |
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 State |
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| July 24, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: July 24, 2023 True Velocity Acquires Suppressor Manufacturer Delta P Design Strategic acquisition further |
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| July 17, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: July 17, 2023 True Velocity Introduces Composite-Cased 5.56x45mm Cartridge for Civilians Initial configura |
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| June 16, 2023 |
A Defense Stock Opportunity You Shouldn't Miss (BREZ) (TV AMMO) Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: June 16, 2023 Explanatory Note: The following video was published by CNA Finance on June 15, 2023 at the f |
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| June 1, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: June 1, 2023 Explanatory Note: The following article was published by CNA Finance on June 1, 2023 at the f |
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| May 31, 2023 |
Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) Stock: Are You Paying Attention Yet Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 30, 2023 Explanatory Note: The following article was published by CNA Finance on May 30, 2023 at the f |
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| May 30, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 30, 2023 FOR IMMEDIATE RELEASE True Velocity Partners with FN America to Develop M240 Conversion Kit ’ |
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| May 22, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 22, 2023 The Best Gun & Ammo Stocks to Watch: SWBI | BREZ | RGR | VSTO | POWW The global ammunition ma |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDIN |
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| May 11, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 11, 2023 Top Defense Stocks to Watch: RKLB | RTX | BREZ | GD | BWXT Defense stocks are a staple in man |
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| May 10, 2023 |
BREZ / Breeze Holdings Acquisition Corp / DIFESA CAPITAL MANAGEMENT, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 106762107 (CUSIP Number) March 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| May 9, 2023 |
Filed by Breeze Holdings Acquisition Corp. Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 9, 2023 Explanatory Note: The following article was published by CNA Finance on May 9, 2023 at the fol |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BREEZE HOLDINGS ACQUISITION CORP. (Exact name of re |
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| March 29, 2023 |
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 22, 2023 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpora |
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| March 29, 2023 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “BREEZE HOLDINGS ACQUISITION CORP.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF MARCH, A.D. 2023, AT 3:35 O’CLOCK P.M. 3047801 8100 Authentication: 202991241 SR# 20231102640 Date: 03-23-23 |
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| March 14, 2023 |
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 14, 2023 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpora |
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| March 14, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: March 14, 2023 FOR IMMEDIATE RELEASE True Velocity Introduces 6.8 TVC Cartridge for Civilian Shooters True |
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| March 14, 2023 |
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 14, 2023 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpora |
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| March 6, 2023 |
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 State |
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| February 22, 2023 |
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 State |
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| February 17, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: February 16, 2023 True Velocity Launches Innovative Retail Training Program ‘True Velocity University’ aim |
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| February 16, 2023 |
EX-99.1 2 brezex9901.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regula |
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| February 16, 2023 |
BREZ / Breeze Holdings Acquisition Corp / Meteora Capital, LLC - SC 13G/A Passive Investment SC 13G/A 1 brez13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Breeze Holdings Acquisition Corporation (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 106762 107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C |
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| February 14, 2023 |
BREZ / Breeze Holdings Acquisition Corp / ATW SPAC MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 106762107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appro |
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| February 14, 2023 |
SC 13G/A 1 c13ga.htm SCHEDULE 13G/A, AMENDMENT #1 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Breeze Holdings Acquisition Corp. ( |
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| February 7, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 106762107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| January 24, 2023 |
BREZ / Breeze Holdings Acquisition Corp / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 106762206 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appro |
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| January 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 106762123 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| January 23, 2023 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: January 23, 2023 Explanatory Note: The following transcript is excerpted from an episode of the Field Etho |
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| January 13, 2023 |
True Velocity to Display Next Gen Ammunition, Firearms at 2023 SHOT Show 425 1 ea171672-425breezeholdings.htm FORM 425 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: January 13, 2023 FOR IMMEDIATE RELEASE True Velocity to Disp |
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| January 12, 2023 |
425 1 ea171573-425breezehold.htm FORM 425 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: January 12, 2023 FOR IMMEDIATE RELEASE True Velocity Featured on |
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| December 21, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: December 21, 2022 FOR IMMEDIATE RELEASE True Velocity Announces Strategic Partnership with Bass Pro Shops, |
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| November 30, 2022 |
BREZ / Breeze Holdings Acquisition Corp / DIFESA CAPITAL MANAGEMENT, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 106762107 (CUSIP Number) November 22, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| November 28, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: November 28, 2022 Explanatory Note: The following article was published by NRA American Rifleman on Novemb |
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| November 14, 2022 |
Exhibit 10.1 TERMINATION OF SECURITIES PURCHASE AGREEMENT This tERMINATION OF Securities Purchase Agreement (this ?Termination?) is dated as of July 28, 2022, among Breeze Holdings Acquisition Corp., a Delaware corporation (?SPAC?), D-Orbit S.A., a joint stock company (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Lux |
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| November 14, 2022 |
Exhibit 10.2 TERMINATION AGREEMENT This tERMINATION AGREEMENT (this ?Agreement?) is effective as of August 12, 2022 (the ?Effective Date?), by and among Breeze Holdings Acquisition Corp., a Delaware corporation (?SPAC?), D-Orbit S.p.A, an Italian Societ? per azioni (the ?Company?), D-Orbit S.A., a joint stock company (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg with its |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HO |
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| November 2, 2022 |
Filed by Breeze Holdings Acquisition Corp. Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: November 1, 2022 Breeze Holdings & True Velocity Business Combination Call Script for November 1, 2022, 8: |
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| November 1, 2022 |
Exhibit 2.1 Execution Version MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP., BH VELOCITY MERGER SUB, INC., AND TV AMMO, INC. DATED AS OF OCTOBER 31, 2022 Table of Contents Page Article I DEFINITIONS Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 17 Section 1.03 Construction 19 Article II AGREEMENT AND PLAN OF MERGER Section 2.01 The |
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| November 1, 2022 |
Exhibit 99.2 ? TV AMMO, INC. INNOVATION REIMAGINED. Investor Presentation: October 2022 DRAFT 10.29.2022 TV AMMO, INC. Disclaimer This investor presentation (this ? Presentation ?) has been prepared for use in connection with a potential business combination (the ? Business Combination ?) between Breeze Holdings Acquisition Corp . (? SPAC ?) and TV Ammo, Inc . (? Target ? and together with SPAC, t |
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| November 1, 2022 |
Exhibit 99.1 Breeze Holdings Acquisition Corp. Announces Definitive Agreement to Merge with TV Ammo, Inc. TV Ammo, Inc. is an Advanced Technology Manufacturing Company Focused on Revolutionizing the Ammunition Industry Through the Use of Composite Materials Pro Forma for the Transaction, Combined Company is Expected to Have Approximately $76.8 Million in Cash with an Estimated Enterprise Value of |
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| November 1, 2022 |
Form of Amended and Restated Registration Rights Agreement Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2022, is made and entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation (the ?Company?), Breeze Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the Persons listed on Schedule A hereto (each |
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| November 1, 2022 |
Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of October 31, 2022, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (?Parent?), TV Ammo, Inc., a Texas corporation (the ?Company?), Breeze Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned stockholders of Parent (the ?Parent Stockh |
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| November 1, 2022 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [], 2022 by and among TV Ammo, Inc., a Texas corporation (the ?Company?), the undersigned stockholders of the Company (collectively, the ?Company Stockholders?), Breeze Holdings Acquisition Corp., a Delaware corporation (?Parent?), Breeze Sponsor, LLC, a Delaware limited liability company (the ? |
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| November 1, 2022 |
Form of Stockholder Support Agreement Exhibit 10.2 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this ?Agreement?), dated as of [], 2022, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (?Parent?), TV Ammo, Inc., a Texas corporation (the ?Company?), and the undersigned stockholders of the Company (each, a ?Stockholder? and collectively, the ?Stockholders?). Parent, the Company and eac |
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| November 1, 2022 |
Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2022, is made and entered into by and among Breeze Holdings Acquisition Corp., a Delaware corporation (the ?Company?), Breeze Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the Persons listed on Schedule A hereto (each |
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| November 1, 2022 |
Exhibit 99.1 Breeze Holdings Acquisition Corp. Announces Definitive Agreement to Merge with TV Ammo, Inc. TV Ammo, Inc. is an Advanced Technology Manufacturing Company Focused on Revolutionizing the Ammunition Industry Through the Use of Composite Materials Pro Forma for the Transaction, Combined Company is Expected to Have Approximately $76.8 Million in Cash with an Estimated Enterprise Value of |
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| November 1, 2022 |
Sponsor Support Agreement (filed as exhibit 10.1 to the Form 8-K filed November 1, 2022). Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this ?Agreement?), dated as of October 31, 2022, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (?Parent?), TV Ammo, Inc., a Texas corporation (the ?Company?), Breeze Sponsor, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned stockholders of Parent (the ?Parent Stockh |
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| November 1, 2022 |
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): October 31, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpo |
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| November 1, 2022 |
Form of Lock-Up Agreement (filed as exhibit 10.3 to the Form 8-K filed November 1, 2022). Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [], 2022 by and among TV Ammo, Inc., a Texas corporation (the ?Company?), the undersigned stockholders of the Company (collectively, the ?Company Stockholders?), Breeze Holdings Acquisition Corp., a Delaware corporation (?Parent?), Breeze Sponsor, LLC, a Delaware limited liability company (the ? |
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| November 1, 2022 |
Exhibit 99.2 ? TV AMMO, INC. INNOVATION REIMAGINED. Investor Presentation: October 2022 DRAFT 10.29.2022 TV AMMO, INC. Disclaimer This investor presentation (this ? Presentation ?) has been prepared for use in connection with a potential business combination (the ? Business Combination ?) between Breeze Holdings Acquisition Corp . (? SPAC ?) and TV Ammo, Inc . (? Target ? and together with SPAC, t |
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| November 1, 2022 |
Exhibit 10.2 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this ?Agreement?), dated as of [], 2022, is made by and among Breeze Holdings Acquisition Corp., a Delaware corporation (?Parent?), TV Ammo, Inc., a Texas corporation (the ?Company?), and the undersigned stockholders of the Company (each, a ?Stockholder? and collectively, the ?Stockholders?). Parent, the Company and eac |
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| November 1, 2022 |
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): October 31, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpo |
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| November 1, 2022 |
Exhibit 2.1 Execution Version MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG BREEZE HOLDINGS ACQUISITION CORP., BH VELOCITY MERGER SUB, INC., AND TV AMMO, INC. DATED AS OF OCTOBER 31, 2022 Table of Contents Page Article I DEFINITIONS Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 17 Section 1.03 Construction 19 Article II AGREEMENT AND PLAN OF MERGER Section 2.01 The |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 106762123 (CUSIP Number) September 09, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| September 15, 2022 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BREEZE HOLDINGS ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law BREEZE HOLDINGS ACQUISITION CORP. (the ?Corporation?), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Breeze Holdings Acqui |
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| September 15, 2022 |
Form of Amendment to the Investment Management Trust Agreement Exhibit 10.1 FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of September 13, 2022, to the Investment Management Trust Agreement (the ?Trust Agreement?) is made by and between Breeze Holdings Acquisition Corp. (the ?Company?) and Continental Stock Transfer & Trust Company, as trustee (?Trustee?). All terms used but not defined herein |
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| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incor |
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| August 19, 2022 |
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 (Amendment No. 1) 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)) ? Defi |
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| August 17, 2022 |
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 State |
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| August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Breeze Holdings Acquisition Corporation (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 106762 107 (CUSIP Number) June 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| August 16, 2022 |
PRER14A 1 ea164493-prer14abreezehold.htm REVISED PRELIMINARY PROXY STATEMENT 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 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confident |
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| August 16, 2022 |
ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] August 16, 2022 Office of Real Estate & Construction Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Stacie Gorman Pam Howell Re: Breeze Holdings Acqu |
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| August 15, 2022 |
Breeze Holdings Acquisition Corp. and D-Orbit S.p.A. Mutually Agree to Terminate Merger Agreement Exhibit 99.1 FOR IMMEDIATE RELEASE Breeze Holdings Acquisition Corp. and D-Orbit S.p.A. Mutually Agree to Terminate Merger Agreement IRVING, Texas & FINO MORNASCO, Italy, August 12, 2022 ? Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) (?Breeze Holdings?), a publicly traded special purpose acquisition company, and D-Orbit S.p.A. (?D-Orbit? or the ?Company?), a market leading space logistics and |
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| August 15, 2022 |
Exhibit 10.1 TERMINATION AGREEMENT This tERMINATION AGREEMENT (this ?Agreement?) is effective as of August 12, 2022 (the ?Effective Date?), by and among Breeze Holdings Acquisition Corp., a Delaware corporation (?SPAC?), D-Orbit S.p.A, an Italian Societ? per azioni (the ?Company?), D-Orbit S.A., a joint stock company (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg with its |
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| August 15, 2022 |
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): August 12, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpor |
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| August 15, 2022 |
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): August 10, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorpor |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDING |
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| August 9, 2022 |
CORRESP 1 filename1.htm ArentFox Schiff LLP 1717 K Street NW Washington, DC 20006 202.857.6000 main 202.857.6395 fax afslaw.com Ralph De Martino Partner (202) 724-6848 direct [email protected] August 9, 2022 Office of Real Estate & Construction Division of Corporation Finance United States Securities and Exchange Commission 100 F St NE Washington, DC 20549 Attention: Stacie Gorman Pam Howell R |
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| August 1, 2022 |
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): July 28, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| August 1, 2022 |
Termination of Securities Purchase Agreement, dated July 28, 2022 Exhibit 10.1 TERMINATION OF SECURITIES PURCHASE AGREEMENT This tERMINATION OF Securities Purchase Agreement (this ?Termination?) is dated as of July 28, 2022, among Breeze Holdings Acquisition Corp., a Delaware corporation (?SPAC?), D-Orbit S.A., a joint stock company (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Lux |
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| August 1, 2022 |
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): July 28, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| August 1, 2022 |
Exhibit 10.1 TERMINATION OF SECURITIES PURCHASE AGREEMENT This tERMINATION OF Securities Purchase Agreement (this ?Termination?) is dated as of July 28, 2022, among Breeze Holdings Acquisition Corp., a Delaware corporation (?SPAC?), D-Orbit S.A., a joint stock company (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Lux |
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| July 22, 2022 |
PRE 14A 1 ea163224-pre14abreezehold.htm PRELIMINARY PROXY STATEMENT 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 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for U |
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| July 12, 2022 |
240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) Breeze Holdings Acquisition Corp. (Title of Class of Securities) Common Stock, $0.0001 |
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| July 12, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi |
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| June 30, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: June 30, 2022 Space Logistic Company D-Orbit Signs Launch and Deployment Contract with telecom operator Ke |
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| June 22, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: June 22, 2022 D-Orbit Signs Launch Contract with Isar Aerospace D-Orbit Signs Launch Contract with Isar Ae |
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| June 9, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: June 9, 2022 D-Orbit Signs Contract with ESA for the Improvement of Production Capabilities Related to Spa |
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| June 8, 2022 |
Filed by Breeze Holdings Acquisition Corp. Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: June 7, 2022 The following was posted to LinkedIn on June 7, 2022. ?Mavericks & Moonshots?! On Thursday, J |
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| May 31, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 31, 2022 D-Orbit Secures Additional Launch Ports with SpaceX for 2023 Rideshare Missions D-Orbit Secur |
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| May 25, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 25, 2022 D-Orbit Launches its Sixth ION Satellite Carrier Mission D-Orbit Launches its Sixth ION Satel |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDIN |
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| May 18, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 18, 2022 D-Orbit Signs Strategic Agreement with Astralintu Space Technologies D-Orbit Signs Strategic |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39718 CUSIP NUMBER 106762 107 106762 115 106762 123 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Repor |
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| May 12, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 12, 2022 D-Orbit Successfully Completes its Fifth ION Satellite Carrier Mission D-Orbit Successfully C |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * Breeze Holdings Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 106762107 (CUSIP Number) April 30, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which th |
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| May 9, 2022 |
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): May 5, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporatio |
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| May 9, 2022 |
Exhibit 3.1 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 Acqui |
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| May 6, 2022 |
BREZ / Breeze Holdings Acquisition Corp / Harraden Circle Investments, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 106762107 (CUSIP Number) April 26, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| May 6, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the ?Exchange Act?) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restat |
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| May 6, 2022 |
BREZ / Breeze Holdings Acquisition Corp / Meteora Capital, LLC - SCHEDULE 13-G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Breeze Holdings Acquisition Corporation (Name of Issuer) Common stock, par value $0.0001 (Title of Class of Securities) 106762 107 (CUSIP Number) April 29, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| May 5, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: May 5, 2022 Breeze Holdings Stockholders Approve Extension Amendment Proposal Proposed transaction with D- |
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| May 3, 2022 |
BREZ / Breeze Holdings Acquisition Corp / Feis Lawrence Michael - SCHEDULE 13G Passive Investment Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 27, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: April 27, 2022 Breeze Holdings Announces Quorum to Approve the Extension Amendment Proposal and Remains on |
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| April 14, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: April 14, 2022 D-Orbit Enters Agreement with Beyond Gravity for the Supply of Space Rider Structural Compo |
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| April 1, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: April 1, 2022 D-Orbit Launches its Fifth ION Satellite Carrier Mission D-Orbit Launches its Fifth ION Sate |
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| March 31, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001-39718) Date: March 31, 2022 PAGE 1 MARCH 2022 INVESTOR PRESENTATION PAGE 2 Additional Information About the Business Com |
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| March 30, 2022 |
Exhibit 99.1 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001-39718) Date: March 30, 2022 Breeze Holdings Highlights Letter to Shareholders from Luca Rossettini, Ph.D., |
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| March 30, 2022 |
Exhibit 99.1 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001-39718) Date: March 30, 2022 Breeze Holdings Highlights Letter to Shareholders from Luca Rossettini, Ph.D., |
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| March 30, 2022 |
Filed by Breeze Holdings Acquisition Corp. Exhibit 99.2 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001-39718) Date: March 30, 2022 |
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| March 30, 2022 |
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 incorpora |
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| March 30, 2022 |
Filed by Breeze Holdings Acquisition Corp. EX-99.2 3 ea157584ex99-2breeze.htm LETTER TO SHAREHOLDERS DATED MARCH 30, 2022 Exhibit 99.2 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001-39718) Date: March 30, 2022 |
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| March 30, 2022 |
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 State |
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| March 30, 2022 |
Financial Statements and Exhibits, Other Events 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 incorpora |
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| March 21, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001-39718) Date: March 21, 2022 D-Orbit Announces Upcoming Launch of SPACELUST its Fifth ION Satellite Carrier Mission D-Orb |
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| March 15, 2022 |
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 State |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BREEZE HOLDINGS ACQUISITION CORP. (Exact name of re |
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| March 10, 2022 |
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 9, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| March 10, 2022 |
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 9, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorporat |
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| March 10, 2022 |
Filed by Breeze Holdings Acquisition Corp. Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: March 10, 2022 D-ORBIT S.p.A. I LAVORI DI DOMANI, STORIE DI UNICORNI - INTERVIEW TRANSCRIPT [ENGLISH TRANS |
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| March 10, 2022 |
Filed by Breeze Holdings Acquisition Corp. Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: March 10, 2022 D-ORBIT S.p.A. WAR ROOM BUSINESS - INTERVIEW TRANSCRIPT [ENGLISH TRANSLATION] MARCH 7, 2022 |
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| March 3, 2022 |
Filed by Breeze Holdings Acquisition Corp. Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: March 3, 2022 Without sustainable practices, orbital debris will hinder space?s gold rush Published on Tec |
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| March 1, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: March 1, 2022 Kleos Patrol mission remanifested to fly on D-Orbit?s ION Satellite Carrier for next orbital |
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| February 22, 2022 |
Exhibit 99.1 BREEZE HOLDINGS ACQUISITION CORP. ANNOUNCES ADDITIONAL CONTRIBUTION TO TRUST ACCOUNT TO EXTEND DEADLINE TO CONSUMMATE BUSINESS COMBINATION Irving, TX, February 22, 2022 ? Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) (the ?Company?) announced today that its sponsor, Breeze Sponsor, LLC (the ?Sponsor?), timely deposited an aggregate of $1,150,000 (the ?Extension Payment?), represent |
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| February 22, 2022 |
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): February 22, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| February 22, 2022 |
Exhibit 99.1 BREEZE HOLDINGS ACQUISITION CORP. ANNOUNCES ADDITIONAL CONTRIBUTION TO TRUST ACCOUNT TO EXTEND DEADLINE TO CONSUMMATE BUSINESS COMBINATION Irving, TX, February 22, 2022 ? Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) (the ?Company?) announced today that its sponsor, Breeze Sponsor, LLC (the ?Sponsor?), timely deposited an aggregate of $1,150,000 (the ?Extension Payment?), represent |
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| February 22, 2022 |
Financial Statements and Exhibits, Other Events 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): February 22, 2022 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or other jurisdiction of incorp |
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| February 22, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: February 18, 2022 BREEZE HOLDINGS ACQUISITION CORP. ANNOUNCES INTENTION TO EXTEND DEADLINE TO CONSUMMATE B |
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| February 17, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: February 17, 2022 D-ORBIT S.p.A. L?ITALIA CON VOI - INTERVIEW TRANSCRIPT FEBRUARY 14, 2022 Maria Cuffaro, |
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| February 15, 2022 |
425 1 ea155518-425breezehold.htm FORM 425 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: February 15, 2022 PR: D-Orbit successfully deploys Dodona, a sat |
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| February 14, 2022 |
BREZ / Breeze Holdings Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Breeze Holdings Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 106762107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 14, 2022 |
BREZ / Breeze Holdings Acquisition Corp / ATW SPAC MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 106762107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 14, 2022 |
SC 13G/A 1 karpus-sch13g18580f.htm KARPUS INVESTMENT MGT / BREEZE HOLDINGS ACQUISITION CORP. - SCHEDULE 13G/A(#1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * Breeze Holdings Acquisition Corp. (Name of Issuer) Common (Title of Class of Securities) 106762107 (CUSIP Number) December 31, 2021 (Date o |
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| February 10, 2022 |
BREZ / Breeze Holdings Acquisition Corp / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 106762206 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appro |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 106762107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 4, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Breeze Holdings Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 106762107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 2, 2022 |
Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: February 2, 2022 [ENGLISH TRANSLATION] D-ORBIT S.p.A. CLASS CNBC CEO TALKS - INTERVIEW TRANSCRIPT FEBRUARY |
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| February 1, 2022 |
Filed by Breeze Holdings Acquisition Corp. Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: February 1, 2022 D-ORBIT S.p.A. YAHOO FINANCE LIVE - INTERVIEW TRANSCRIPT JANUARY 28, 2022 Alexis Christof |
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| January 27, 2022 |
Summary Presentation dated January 27, 2022. Exhibit 99.4 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: January 27, 2022 |
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| January 27, 2022 |
Exhibit 2.1 Execution Copy BUSINESS COMBINATION AGREEMENT by and among BREEZE HOLDINGS ACQUISITION CORP., D-ORBIT S.P.A., D-ORBIT S.A., LIFT-OFF MERGER SUB, INC. and SERAPHIM SPACE (MANAGER) LLP Dated as of January 26, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 1.1 Certain Definitions 3 1.2 Further Definitions 18 1.3 Construction 21 ARTICLE II EXCHANGE; MERGER 22 2.1 The Exchange 22 2.2 T |
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| January 27, 2022 |
Exhibit 2.1 Execution Copy BUSINESS COMBINATION AGREEMENT by and among BREEZE HOLDINGS ACQUISITION CORP., D-ORBIT S.P.A., D-ORBIT S.A., LIFT-OFF MERGER SUB, INC. and SERAPHIM SPACE (MANAGER) LLP Dated as of January 26, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 1.1 Certain Definitions 3 1.2 Further Definitions 18 1.3 Construction 21 ARTICLE II EXCHANGE; MERGER 22 2.1 The Exchange 22 2.2 T |
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| January 27, 2022 |
EX-4.4 3 ea154405ex4-4breeze.htm AMENDED AND RESTATED RIGHTS AGREEMENT, DATED AS OF JANUARY 26, 2022, BETWEEN BREEZE HOLDINGS ACQUISITION CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.4 AMENDED AND RESTATED RIGHTS AGREEMENT This Amended and Restated Rights Agreement (this “Agreement”) is made as of January 26, 2022 between Breeze Holdings Acquisition Corp., a Delaware corporation, |
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| January 27, 2022 |
Summary Presentation dated January 27, 2022. Exhibit 99.4 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: January 27, 2022 |
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| January 27, 2022 |
Exhibit 10.1 SPAC STOCKHOLDER SUPPORT AGREEMENT This SPAC TRANSACTION SUPPORT AGREEMENT, dated as of January 26, 2022 (this ?Agreement?), is by and among (a) D-Orbit S.p.A, an Italian Societ? per azioni (the ?Company?), (b) D-Orbit S.A., a joint stock company (soci?t? anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 9, rue de Bitbourg, L1273 Luxembourg, |
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| January 27, 2022 |
Exhibit 99.3 Filed by Breeze Holdings Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Breeze Holdings Acquisition Corp. (Commission File No. 001- 39718) Date: January 27, 2022 Patrizia Tammaro Silva ? Investor Relations Officer, D-Orbit Hello everyone |
