Company Description
Breeze Holdings Acquisition Corp. (traded under the symbol BREZ historically on Nasdaq) is a special purpose acquisition company, or blank check company, formed to effect a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. According to company disclosures in multiple press releases and SEC filings, Breeze Holdings has focused on identifying targets in sectors where it believes a business combination can be structured through a public holding company.
Business purpose and SPAC structure
Breeze Holdings describes itself as a blank check company organized for the purpose of completing an initial business combination. As outlined in its public communications, this can take the form of a merger or similar transaction in which a target business becomes a subsidiary of a newly formed or existing public holding company. The company’s trust account structure, redemption mechanics for public shares, and deadlines to complete a business combination are detailed in its proxy and current reports filed with the U.S. Securities and Exchange Commission (SEC).
In several press releases and SEC filings, Breeze Holdings notes that public stockholders have the right to redeem their shares in connection with a business combination or certain charter amendments, at a per-share price based on the cash held in the trust account. Extensions of the deadline to complete a business combination have been approved by stockholders through special meetings, with corresponding amendments to the company’s certificate of incorporation and its investment management trust agreement.
Business combination activity
Breeze Holdings has pursued business combinations with multiple counterparties. Earlier communications describe a proposed transaction with TV Ammo, Inc., also known as True Velocity, an advanced technology and composite manufacturing company based in Garland, Texas. Under those proposed structures, a newly formed holding company would own both Breeze Holdings and TV Ammo, with the combined entity seeking to list on the Nasdaq Capital Market under the name True Velocity, Inc.
Subsequent press releases report that TV Ammo terminated its business combination with Breeze, and Breeze stated that it intended to continue pursuing another business combination. Later, Breeze announced a definitive agreement to merge with YD Biopharma Limited, a clinical-stage biopharmaceutical company focusing on cancer prevention medical diagnostics and the development of exosome-based therapeutics. According to the September 25, 2024 announcement, the transaction structure involved Breeze and YD Biopharma merging into subsidiaries of a new Cayman holding company expected to be named YD Biopharma Holdings Limited.
A later news release dated August 15, 2025, reports that Breeze stockholders approved the business combination with YD Biopharma at a special meeting held on August 14, 2025. The combined company is described as being named YD Bio Limited, with its ordinary shares expected to trade on the Nasdaq Stock Market under the ticker symbol “YDES” following closing, subject to customary conditions.
Trading status and deregistration
Over time, the trading venue for Breeze Holdings’ securities changed. A press release dated August 21, 2024 notes that the company’s common stock and warrants began trading on the OTCQX and OTCQB markets under the symbols BRZH, BRZHR and BRZHW, respectively. Later SEC filings confirm that these symbols were listed on the OTC Markets Group tiers.
On September 8, 2025, Breeze Holdings Acquisition Corp. filed a Form 15 with the SEC to terminate the registration of its common shares under Section 12(g) of the Securities Exchange Act of 1934 and to suspend its duty to file reports under Sections 13 and 15(d). The Form 15 indicates that the approximate number of holders of record as of the certification date was one, and that the company relied on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i). This filing confirms that Breeze Holdings deregistered its common stock and ceased being a reporting company under the Exchange Act.
Corporate governance and stockholder approvals
Multiple current reports on Form 8-K detail special meetings of stockholders held to approve extensions of the business combination deadline, amendments to the company’s charter and trust agreement, and the business combination with YD Biopharma. For example, an 8-K dated June 27, 2025 describes a special meeting at which stockholders approved extending the date by which Breeze must consummate a business combination, as well as related amendments. The filing also describes the redemption of a portion of the public shares in connection with the extension.
The August 15, 2025 Form 8-K provides detailed vote counts for the business combination proposal with YD Biopharma, the adoption of the charter of the new public holding company, advisory charter proposals, an incentive plan proposal, and an amendment to remove a net tangible asset redemption limitation. These disclosures illustrate the typical SPAC process in which stockholders vote on both the business combination and related governance changes.
Sector classification
In market data sources, Breeze Holdings is classified in the Blank Checks sector, reflecting its status as a special purpose acquisition company. Its activities, as described in press releases and SEC filings, are centered on identifying, negotiating, and completing a business combination rather than operating an ongoing commercial business of its own. The operating activities of interest to investors ultimately relate to the target companies with which Breeze seeks to combine, such as True Velocity and YD Biopharma, rather than Breeze’s own standalone operations.
Historical context for investors
For investors researching the historical BREZ stock and Breeze Holdings Acquisition Corp., it is important to recognize that the entity functioned as a SPAC with a finite life tied to completing a business combination. Company filings explain that if a business combination is not completed by specified deadlines (as extended by stockholder approval), the company would cease operations except for winding up and would redeem public shares from the trust account. The subsequent approval of the business combination with YD Biopharma and the later Form 15 deregistration filing provide key milestones in the company’s lifecycle.