Welcome to our dedicated page for Breeze Holdings Acquisition SEC filings (Ticker: BREZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Breeze Holdings Acquisition Corp. (historically trading as BREZ and later BRZH on OTCQX) provides a detailed record of its lifecycle as a special purpose acquisition company. As a blank check company, Breeze’s most important SEC documents center on its efforts to complete an initial business combination, the related stockholder approvals, and its eventual deregistration.
Key filings include multiple Current Reports on Form 8-K describing special meetings of stockholders. An 8-K dated June 27, 2025 outlines votes to extend the deadline to consummate a business combination and to amend the company’s certificate of incorporation and trust agreement, along with information on public share redemptions and remaining funds in the trust account. Another 8-K dated August 15, 2025 reports the results of a special meeting at which stockholders approved the Merger Agreement and Plan of Reorganization with YD Biopharma Limited, advisory charter proposals, an incentive plan, and an amendment removing a net tangible asset redemption limitation.
Breeze’s filings also document its reporting status and timing. A Form 12b-25 (NT 10-Q) filed on August 14, 2025 explains that the company required additional time to complete items related to its financial statements for the quarter ended June 30, 2025. This notification states that the Form 10-Q would be filed within the permitted extension period and confirms that all other required periodic reports over the preceding 12 months had been filed.
A pivotal document is the Form 15 filed on September 8, 2025. In this certification and notice of termination of registration under Section 12(g) and suspension of duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934, Breeze Holdings indicates that it is relying on Rule 12g-4(a)(1) and Rule 12h-3(b)(1)(i). The filing notes that the approximate number of holders of record as of the certification date was one and identifies the common shares covered by the Form 15. This confirms that Breeze ceased to be an Exchange Act reporting company.
Earlier filings referenced in press releases, such as registration statements on Form S-4 for proposed combinations with TV Ammo, Inc. (True Velocity) and the planned Cayman holding company for YD Biopharma, provide additional context on transaction structures, share exchange mechanics, and proxy materials delivered to stockholders. For investors analyzing the historical BREZ ticker, these documents explain how Breeze’s capital, trust account, and governance were used to facilitate its approved business combination with YD Biopharma.
On Stock Titan, AI-powered tools can help summarize lengthy 8-Ks, NT 10-Q notices, and the Form 15, highlighting the sections that describe stockholder votes, redemption levels, extension terms, and the transition from a standalone SPAC to a combined operating company. Filings related to insider holdings and changes in ownership, referenced in the company’s annual reports and Form 4 disclosures, can also be reviewed to understand how ownership evolved through the SPAC’s business combination process.
Breeze Holdings Acquisition Corp. is a special-purpose acquisition company reporting interim results and continued extension activity while pursuing an initial business combination. For the six months ended June 30, 2025 the company recorded a net loss of $5,582,198, driven primarily by a $4,908,250 decline in the fair value of warrant liabilities and operating costs of $743,010, partially offset by trust account interest of $69,135. The filing shows ongoing one-month extension payments into the Trust Account, shareholder redemptions (e.g., $7,353,424 paid January 2, 2025 and $584,386 paid June 27, 2025) and a contemplated $13.2 million PIPE financing tied to the merger with YD Biopharma. As of June 30, 2025 there were 3,140,000 shares issued and outstanding (excluding 224,413 shares subject to possible redemption) and an excise tax liability of $166,285. The company continues to classify remaining public shares outside permanent equity pending completion of a business combination.
Breeze Holdings Acquisition Corp. held a special meeting via webcast on August 14, 2025. Shareholders representing 3,128,495 shares voted, equal to 93.0% of the 3,364,413 shares outstanding and entitled to vote as of the July 11, 2025 record date. After a redemption event referenced in the filing, 3,314,698 shares of common stock remained outstanding, of which 224,413 were Public Shares issued in the initial public offering. The filing references a related press release dated August 15, 2025, and is signed by J. Douglas Ramsey, Chief Executive Officer and Chief Financial Officer.
Breeze Holdings Acquisition Corp. (BREZ) filed a Form 12b-25 notifying the SEC of a late NT 10-Q for the period ended June 30, 2025. The registrant checked the box stating the report will be filed on or before the fifteenth calendar day following the prescribed due date. The filing indicates that all other required periodic reports for the prior 12 months have been filed. The notification is signed by J. Douglas Ramsey, Ph.D., CEO. The form does not include a detailed explanation in Part III, no accountant statement is attached in the provided content, and no financial statements or tables were included here.
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