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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 14, 2025
BREEZE HOLDINGS ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39718 |
|
85-1849315 |
| (State or other jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer |
| incorporation or organization) |
|
|
|
Identification Number) |
955 W. John Carpenter Freeway, Suite 100-929
Irving, TX 75039
(Address of principal executive offices)
(888) 273-9001
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, $0.0001 par value per share |
|
BRZH |
|
OTCQX tier of the OTC Markets Group Inc. |
| Rights exchangeable into one-twentieth of one share of common stock |
|
BRZHR |
|
OTCQB tier of the OTC Markets Group Inc. |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share |
|
BRZHW |
|
OTCQB tier of the OTC Markets Group Inc. |
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 5.07 Submission
of Matters to a Vote of Security Holders.
A
Special Meeting of Stockholders (the “Special Meeting”) of Breeze Holdings Acquisition Corp. (the “Company”)
was held via webcast on August 14, 2025, at 10:00 a.m. Eastern Time. The number of shares of common stock that voted on matters presented
at the Special Meeting was 3,128,495, representing 93.0% of the 3,364,413 shares of common stock issued and outstanding, and entitled
to vote as of July 11, 2025, the record date for the Special Meeting.
Each
of the proposals described below was approved by the Company’s stockholders of record. In connection with the special meeting,
49,715 shares of the Company’s common stock were redeemed (the “Redemption”), with 3,314,698 shares of Common
Stock remaining outstanding after the Redemption; 224,413 shares of Common Stock remaining outstanding after the Redemption are shares
issued in connection with our initial public offering (the “Public Shares”).
The
following is a list of matters considered and approved by the Company’s stockholders at the Special Meeting:
| 1. | The
Business Combination Proposal — At the meeting, the vote to consider and adopt the Merger Agreement and Plan of Reorganization,
dated September 24, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”),
by and among (i) Breeze, (ii) YD Bio Limited, a Cayman Islands exempted company (“Pubco”), (iii) Breeze Merger Sub, Inc.,
a Delaware corporation and which will be a direct, wholly-owned subsidiary of Pubco (“Breeze Merger Sub”), (iv) BH Biopharma
Merger Sub Limited, a Cayman Islands exempted company (“Company Merger Sub,” with Company Merger Sub and Breeze Merger Sub
together referred to herein as the “Merger Subs”), and (v) YD Biopharma Limited, a Cayman Islands exempted company (“YD
Biopharma”), was as follows: |
| Votes For: |
3,127,474 |
|
Votes Against: |
1,000 |
|
Votes Withheld: |
21 |
| 2. | The
Charter Proposal — At the meeting, the vote to consider and vote upon a proposal to approve and adopt the proposed second amended
and restated memorandum and articles of association of Pubco, was as follows: |
| Votes For: |
3,127,474 |
|
Votes Against: |
1,000 |
|
Votes Withheld: |
21 |
| 3. | The Advisory Charter Proposals — To consider
and vote upon, on a non-binding advisory basis, proposals to approve certain provisions contained in the Proposed Charter which differ
from the provisions of the Existing Charter, presented separately in accordance with the United States Securities and Exchange Commission
(“SEC”) requirements (the “Advisory Charter Proposals”) (Proposal No. 3). |
Advisory Charter Proposal 3(a) —
To provide that Pubco shall have an authorized share capital of 500,000,000 Ordinary Shares, par value US$0.0001 per share.
| Votes For: |
3,127,481 |
|
Votes Against: |
1,010 |
|
Votes Withheld: |
4 |
Advisory Charter Proposal 3(b) — To provide
that any amendment to the Proposed Charter will require the approval of the holders of at least a two-third majority of the votes cast
by, or on behalf of the shareholders who (being entitled to do so) vote in person or by proxy at the general meeting of Pubco.
| Votes For: |
3,127,126 |
|
Votes Against: |
1,364 |
|
Votes Withheld: |
5 |
Advisory Charter Proposal 3(c) — To remove the
blank check provisions from the Existing Charter.
| Votes For: |
3,127,490 |
|
Votes Against: |
1,005 |
|
Votes Withheld: |
0 |
Advisory Charter Proposal 3(d) — To change the
classification of the Pubco Board from two classes to three classes, with each class elected for a staggered term, as well as with each
class consisting, as nearly as may be possible, of one third of the total number of directors constituting the whole board.
| Votes For: |
3,127,091 |
|
Votes Against: |
1,374 |
|
Votes Withheld: |
30 |
| 4. | The
Incentive Plan Proposal — At the meeting, the vote to consider and vote upon the Pubco Incentive Plan, a copy of which is attached
to the proxy statement/prospectus as Annex C (Proposal No. 4), was as follows: |
| Votes For: |
3,125,277 |
|
Votes Against: |
2,393 |
|
Votes Withheld: |
825 |
| 5. | The
Redemption Limitation Amendment Proposal — At the meeting, the vote to consider and vote upon a proposal to approve an amendment
to the Company’s Amended and Restated Certificate of Incorporation, as amended to date, in the form set forth in Annex G to the
accompanying proxy statement/prospectus, to eliminate the limitation that Breeze, or any entity that succeeds Breeze as a public company,
may not redeem Company Shares (as defined therein) in an amount that would cause the net tangible assets of Breeze, or any entity that
succeeds Breeze as a public company, to be less than $5,000,001 (the “Redemption Limitation”) (Proposal No. 5), was as follows: |
| Votes For: |
3,128,464 |
|
Votes Against: |
10 |
|
Votes Withheld: |
21 |
Item 8.01. Other Events.
Attached hereto as Exhibit 99.1, and filed
herewith, is a copy of the Company’s press release regarding the matters described in Item 5.07 of this Current Reporting on Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Breeze Holdings Acquisition Corp. dated August 15, 2025 |
| 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.
| BREEZE HOLDINGS ACQUISITION CORP. |
|
| |
|
| By: |
/s/ J. Douglas Ramsey |
|
| Name: |
J. Douglas Ramsey |
|
| Title: |
Chief Executive Officer and Chief Financial Officer |
|
Dated: August 15, 2025
3
