M&A: Breeze Holdings Acquisition Corp.

Form Type: CORRESP

Filing Date: 2024-11-27

Corporate Action: Merger

Type: Update

Accession Number: 000121390024103049

Comments: 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.

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Form Type: CORRESP

Filing Date: 2024-11-27

Corporate Action: Merger

Type: Update

Accession Number: 000121390024103592

Comments: 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.

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Form Type: CORRESP

Filing Date: 2024-11-26

Corporate Action: Merger

Type: Update

Accession Number: 000121390024102500

Comments: 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.

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