M&A - Breeze Holdings Acquisition Corp.

Form Type: PRE 14A

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025049061

Filing Summary: Breeze Holdings Acquisition Corp. is soliciting proxies for a Special Meeting of Stockholders scheduled for June 26, 2025, at 10:00 a.m. Eastern Time. The meeting will be held virtually to discuss key proposals, including: (1) an amendment to extend the deadline for completing a business combination from June 26, 2025, to September 26, 2025, allowing for additional time to finalize a merger with YD Biopharma Limited; (2) amendments to the Investment Management Trust Agreement to facilitate this extension; and (3) a potential adjournment of the meeting if necessary to gather sufficient votes. The company emphasizes the importance of voting in favor of these amendments to avoid liquidation if the merger is not completed by the current deadline. The proxy statement outlines the voting process for stockholders and indicates that failure to approve the extension would lead to the cessation of operations and liquidation. Significant financial details and shareholder information, including beneficial ownership, are also provided, with the proposal aimed at ensuring compliance with the company’s charter and protecting stockholder interests.

Form Type: 8-K/A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000101376225000980

Filing Summary: Breeze Holdings Acquisition Corp. filed an amendment to its Form 8-K originally filed on March 19, 2025, to address a notice received from the OTCQX Market regarding non-compliance with a continued listing requirement. The notice, dated March 17, 2025, indicated deficiencies related to the Company's rights and warrants trading under the tickers 'BRZHR' and 'BRZHW', specifically pertaining to penny stock exemption criteria. The filing corrects an error in the original report that mistakenly referenced common shares rather than the rights and warrants. Furthermore, the Company has 90 days from the notice date to remedy the deficiencies, with an impending business combination with YD Biopharma Limited anticipated before the June 13, 2025 deadline, coinciding with a requirement for NASDAQ Capital Markets listing at closing.

Form Type: 8-K

Filing Date: 2025-03-19

Corporate Action: Merger

Type: Update

Accession Number: 000121390025024825

Filing Summary: On March 17, 2025, Breeze Holdings Acquisition Corp. (the 'Company') received a notice from the Issuer Compliance Department of the OTC Markets Group indicating that the Company is not in compliance with the rules necessary for continued qualification on the OTCQX market. This is due to a failure to meet the requirements related to net tangible assets, average revenue, and bid price per share. To avoid delisting, the Company must rectify this deficiency by June 13, 2025. The Company is currently pursuing a business combination with YD Biopharma Limited, which is expected to close before the deadline and aims to secure a listing on NASDAQ Capital Markets upon completion of the merger.

Form Type: 10-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025022836

Filing Summary: Breeze Holdings Acquisition Corp., incorporated in June 2020, aims to effect a merger or similar business combination. The company has focused on acquisition opportunities in the defense technology industry. Initially, Breeze entered into a merger agreement with TV Ammo, Inc., but terminated the agreement on August 5, 2024. Due to regulatory considerations, including a failure to meet Nasdaq’s listing requirements, their securities were delisted on May 29, 2024. On September 24, 2024, Breeze entered into a new merger agreement with YD Biopharma Limited, previously known as True Velocity, Inc. The deal was structured under a new plan of reorganization with expected equity holders receiving consideration based on a pre-transaction value of $647,304,110. The conversion of shares and terms of the merger will depend on an exchange ratio defined in the merger agreement, and the company has been transitioning to operate under OTCQX Best Market trading floors.

Form Type: CORRESP

Filing Date: 2024-11-27

Corporate Action: Merger

Type: Update

Accession Number: 000121390024103049

Filing Summary: Breeze Holdings Acquisition Corp. provided a response to comments from the SEC regarding their Revised Preliminary Proxy Statement on Schedule 14A, filed on November 26, 2024. Notably, the company acknowledged its delisting from the Nasdaq in July 2024 and subsequent limited trading on the OTCQX. The response highlighted critical conditions affecting their merger agreement, specifically the necessity of YD Bio Limited's common stock being listed on Nasdaq as a condition for closing the merger. The delisting impacts investor confidence, trading volume, and regulatory requirements, presenting a risk to the merger's completion and the company's financial health. The firm expressed concerns about potential classification as a penny stock, added trading restrictions, and diminished interest from institutional investors, which could affect their operational capital and strategic options.

Form Type: CORRESP

Filing Date: 2024-11-27

Corporate Action: Merger

Type: Update

Accession Number: 000121390024103592

Filing Summary: Breeze Holdings Acquisition Corp. provided a revised preliminary proxy statement on Schedule 14A in response to comments from the SEC regarding their merger agreement. The letter highlights the recent delisting from Nasdaq, which affects the company's ability to raise capital and the attractiveness as a merger partner. It indicates that the listing status is a closing condition of the merger agreement with YD Bio Limited. The company acknowledges the risks involved if it cannot maintain its listing, which may lead to a loss of investor confidence and subsequently affect its financial position.

Form Type: CORRESP

Filing Date: 2024-11-26

Corporate Action: Merger

Type: Update

Accession Number: 000121390024102500

Filing Summary: Breeze Holdings Acquisition Corp. filed a correspondence letter with the SEC in response to comments on their preliminary proxy statement regarding a proposed merger with YD Biopharma Limited, following the termination of their previous merger agreement with TV Ammo, Inc. The company discussed risks related to being delisted from NASDAQ, which occurred in July 2024, indicating the negative effects on trading volume and liquidity, as well as potential impacts on their attractiveness as a merger partner. The letter outlines updated disclosures regarding the delisting and new merger agreement, which is expected to close in the first quarter of 2025, pending regulatory and shareholder approvals. The correspondence highlights the strategic necessity of the merger for the company’s future operations and capital raising efforts.