Current Report Filing (8-k)
15 August 2022 - 11:03PM
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2022-08-12
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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):
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
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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
Common Stock, par value $0.0001 per share |
|
BREZ |
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The NASDAQ Stock Market LLC |
Rights exchangeable into one-twentieth of one share of common stock |
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BREZR |
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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 |
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BREZW
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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 1.01. Entry into a Material Definitive Agreement.
The information set
forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination
of a Material Definitive Agreement.
As previously disclosed in our Current Report on
Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2022, Breeze Holdings Acquisition Corp.
(“Breeze”) entered into a Business Combination Agreement by and among Breeze, D-Orbit S.p.A, an Italian Società per
azioni, D-Orbit S.A., a newly-formed joint stock company (société anonyme) governed by the laws of the Grand Duchy
of Luxembourg, Lift-Off Merger Sub, Inc., a Delaware corporation, and Seraphim Space (Manager) LLP, a UK limited liability partnership,
and Breeze Sponsor, LLC, a Delaware limited liability company (the “Combination Agreement”), providing for Holdco to become
the Nasdaq-listed parent company of both Breeze and D-Orbit.
Concurrently with the execution of the Combination
Agreement, certain parties to the Combination Agreement entered into Ancillary Agreements (as defined in the Combination Agreement) in
connection with the Business Combination and as specifically contemplated by the Combination Agreement.
Termination of Combination Agreement and Ancillary Agreements
On August 12, 2022, the parties to the Combination
Agreement entered into a Termination Agreement (the “Termination Agreement”) which terminated the Combination Agreement and
the Ancillary Agreements, effective as of August 12, 2022. Pursuant to the Termination Agreement, the Company will not be obligated to remit nor will it be entitled to receive a termination payment.
Breeze is proceeding to evaluate alternative business
combinations.
The foregoing description of the Termination Agreement
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Item 7.01. Regulation
FD Disclosure.
On August 12, 2022, Breeze and certain parties
to the Combination Agreement issued a joint press release announcing the termination of the Combination Agreement. A copy of the press
release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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10.1 |
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Termination Agreement, dated August 12, 2022, by and among Breeze Holdings Acquisition Corp., D-Orbit S.p.A., D-Orbit S.A., Lift-Off Merger Sub, Inc., Seraphim Space (Manager) LLP and Breeze Sponsor, LLC. |
99.1 |
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Press release, dated August 12, 2022. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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BREEZE HOLDINGS ACQUISITION CORP. |
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Date: August 15, 2022 |
By: |
/s/ J. Douglas Ramsey |
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Name: |
J. Douglas Ramsey, Ph.D. |
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Title: |
Chief Executive Officer and
Chief Financial Officer |
2
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