Item 8.01 Regulation FD Disclosure.
Supplement to the Definitive Proxy Statement
On March 6, 2023, Breeze Holdings Acquisition Corp. (the “Company”)
filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies in connection with a
special meeting of the Company's stockholders to be held on March 22, 2023 (the “Special Meeting”) to consider and vote on,
among other proposals, a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to extend the period
by which the Company is required to consummate its initial business combination (the “Extension Proposal”), and a proposal
to amend the Investment Management Trust Agreement to implement the Extension (the “Trust Amendment Proposal”).
The Company has determined to clarify in the Definitive Proxy Statement
that the funds in trust and any additional contributions, including any interest thereon, will not be used, now or in the future, to pay
for the excise tax imposed under the Inflation Reduction Act of 2022.
Accordingly, the Company has determined to amend and supplement the
Definitive Proxy Statement as described in this Current Report on Form 8-K.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY
STATEMENT
The Company is providing additional information to its stockholders,
as described in this supplement to the Definitive Proxy Statement filed with the United States Securities and Exchange Commission on March
6, 2023, in connection with the Special Meeting to be held on March 22, 2023. These disclosures should be read in connection with the
Definitive Proxy Statement, which should be read in its entirety. To the extent that the information set forth herein differs from or
updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement
and all page references are to pages in the Definitive Proxy Statement. The Company makes the following amended and supplemental disclosures:
1. Certain disclosures on page 11 of the Definitive Proxy Statement
are hereby amended and restated as follows:
A new 1% U.S. federal excise tax could be imposed on the Company
in connection with redemptions by Company of its shares in connection with a business combination or other stockholder vote pursuant to
which stockholders would have a right to submit their shares for redemption (a “Redemption Event”).
On August 16, 2022, the Inflation Reduction Act of 2022 (“IR
Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases
(including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded
foreign corporations.
The excise tax is imposed on the repurchasing corporation itself, not
its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares
repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted
to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable
year. In addition, certain exceptions apply to the excise tax. The Treasury has been given authority to provide regulations and other
guidance to carry out, and prevent the abuse or avoidance of the excise tax. In this regard, on December 27, 2022, the Treasury and the
Internal Revenue Service issued a notice announcing their intent to issue proposed regulations addressing the application of the excise
tax, and describing certain rules on which taxpayers may rely prior to the issuance of such proposed regulations (the “Notice”).
Any redemption or other repurchase that occurs after December 31, 2022
in connection with a Redemption Event may be subject to the excise tax. Pursuant to the rules set forth in the Notice, however, redemptions
in connection with a liquidation of the Company are generally not subject to the excise tax. Whether and to what extent the Company would
be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including (i) the fair market
value of the redemptions and repurchases in connection with the Redemption Event, (ii) the structure of the business combination, (iii)
the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued
not in connection with the Redemption Event but issued within the same taxable year of the business combination) and (iv) the content
of regulations and other future guidance from the Treasury. In addition, because the excise tax would be payable by the Company, and not
by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined; however, the Company will
not use the funds held in the Trust Account or any additional amounts deposited into the Trust Account, as well as any interest earned
thereon, to pay the excise tax. Additionally, we expect to either fully liquidate or consummate an initial business combination during
2023, and therefore do not expect to be subject to the excise tax. The foregoing could cause a reduction in the cash available on
hand to complete a business combination and in the Company’s ability to complete a business combination.
