Current Report Filing (8-k)
16 August 2022 - 7:59AM
Edgar (US Regulatory)
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2022-08-10
2022-08-10
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2022-08-10
2022-08-10
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2022-08-10
2022-08-10
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BREZ:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerWholeShareMember
2022-08-10
2022-08-10
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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 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
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, par value $0.0001 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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2022, Dan Hunt resigned from the Board of Directors (the
“Board”) of Breeze Holdings Acquisition Corp. (the “Company”), including his roles as a member of the audit committee,
and the chairman of the nominating and corporate governance committee. Mr. Hunt informed the Company that his decision to resign as a
director and committee member was due to personal reasons and that there was no disagreement with the Company on any matter relating to
the Company’s operations, policies or practices.
On August
12, 2022, the Board, upon recommendation of the nominating and corporate governance committee, appointed James L. Williams to fill the
vacancies created by Mr. Hunt’s resignation from the Board, including the roles as a member of the audit committee and the chairman
of the nominating and corporate governance committee. Mr. Williams will serve until the current term of the Class I directors of the Board
expires at the next annual meeting of the Company, at which time he may be re-elected to retain his position on the Board.
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. |
| |
|
|
| Date: August 15, 2022 |
By: |
/s/ J. Douglas Ramsey |
| |
Name: |
J. Douglas Ramsey, Ph.D. |
| |
Title: |
Chief Executive Officer and
Chief Financial Officer |
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