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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): 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
incorporation or organization)		   (Commission File Number)   (IRS Employer
Identification Number)

 

955 W. John Carpenter Freeway, Suite 100-929
Irving, TX 75039

(Address of principal executive offices)

 

(619) 500-7747

Registrant’s telephone number, including area code

 

Not Applicable

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

 

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

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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

 

Emerging growth company ☒

 

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

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 27, 2023, Breeze Holdings Acquisition Corp. (the “Company”) received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s securities (shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on December 6, 2023 due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company intends to timely request a hearing before the Panel to request additional time to complete a business combination. If timely filed, the hearing request will result in a stay of any suspension or delisting action pending the hearing.

 

1

 

 

SIGNATURE

 

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

 

  BREEZE HOLDINGS ACQUISITION CORP.
   
  By: /s/ J. Douglas Ramsey
  Name:  J. Douglas Ramsey
  Title: Chief Executive Officer and Chief Financial Officer

 

Dated: November 29, 2023

 

2

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Cover
Nov. 27, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 27, 2023
Entity File Number 001-39718
Entity Registrant Name BREEZE HOLDINGS ACQUISITION CORP.
Entity Central Index Key 0001817640
Entity Tax Identification Number 85-1849315
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 955 W. John Carpenter Freeway
Entity Address, Address Line Two Suite 100-929
Entity Address, City or Town Irving
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75039
City Area Code 619
Local Phone Number 500-7747
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock, $0.0001 par value per share  
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol BREZ
Security Exchange Name NASDAQ
Rights exchangeable into one-twentieth of one share of common stock  
Title of 12(b) Security Rights exchangeable into one-twentieth of one share of common stock
Trading Symbol BREZR
Security Exchange Name NASDAQ
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share  
Title of 12(b) Security Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Trading Symbol BREZW
Security Exchange Name NASDAQ
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