[8-K] Breeze Holdings Acquisition Corp. Common Stock Reports Material Event

Rhea-AI Filing Summary

Breeze Holdings Acquisition Corp. (BRZH) disclosed the results of its 26 June 2025 Special Meeting of Stockholders via Form 8-K.

Voting participation: 3,179,582 shares (93.2 % of the 3,412,103 shares eligible) were represented. All three proposals passed with overwhelming support (≈99.97 % votes in favor for Proposals 1 & 2).

Key approvals

• Proposal 1: Amended the company’s certificate of incorporation to allow the Board to extend the SPAC deadline monthly, up to 26 September 2025.
• Proposal 2: Amended the Investment Management Trust Agreement to implement the extension terms.
• Proposal 3: Gave the Board discretionary authority to adjourn the meeting if additional proxy solicitation was required.

Redemptions & capital position: 47,690 public shares were redeemed. Post-meeting share count is 3,364,413, of which only 224,413 are public shares. Approximately $2.75 million remains in the trust account.

Forward timeline & liquidation language: If no business combination closes by 26 September 2025 (or a subsequent stockholder-approved extension), the SPAC will wind up, redeem remaining public shares for the trust balance (net of up to $100k dissolution costs) and liquidate.

An executed Seventh Amendment to the Amended and Restated Certificate of Incorporation was filed with the State of Delaware and is attached as Exhibit 3.1.

Positive

• Over 93 % shareholder participation and ≈99.97 % approval on key proposals signal strong investor support for management’s extension plan.
• Limited redemptions (47,690 shares) relative to shares outstanding indicate a majority of public holders opted to keep exposure to a potential future business combination.

Negative

• Trust account reduced to approximately $2.75 million, significantly limiting cash available for a future merger and increasing reliance on external financing.
• Further delay to business combination extends uncertainty for investors and heightens risk of eventual liquidation if no deal is completed by 26 September 2025.

Insights

Financial Analyst

TL;DR: Stockholders approved a 15-month deadline extension; trust shrinks to $2.75 m—keeps SPAC alive but limits deal size.

The near-unanimous approval (≈99.97 %) reflects shareholder willingness to give management additional time, yet the redemption of public shares and dwindling trust balance reduce deal flexibility. With only $2.75 m in trust and 224k public shares outstanding, Breeze must secure external financing or a target willing to accept substantial rollover equity. The extension avoids an immediate liquidation but shifts focus to management’s ability to source a value-accretive transaction before 26 September 2025. From a valuation view, upside remains tied to a timely merger announcement; downside risk is capped by the trust value but that cushion is narrowing.

SPAC Industry Specialist

TL;DR: Extension buys time, but redemptions leave minimal cash—execution risk elevated.

High voter turnout and minimal dissent are positives, yet the small remaining trust underscores market fatigue. Many PIPE investors view sub-$3 m trusts as challenging: listing compliance, working-capital needs, and post-merger float can all be constrained. Unless Breeze arranges a sizable PIPE or structured financing, any target will likely be micro-cap. The liquidation backstop of roughly $12.25 per public share (assuming $2.75 m ÷ 224,413) sets a valuation floor, but liquidity is thin. Net effect: operational runway is preserved, but economic firepower is limited—impact neutral to slightly negative.

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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): June 26, 2025

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)

(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 June 26, 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 3,179,582, representing 93.2% of the 3,412,103 shares of common stock issued and outstanding, and entitled to vote as of June 2, 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, 47,690 shares of the Company’s common stock were redeemed (the “Redemption”), with 3,364,413 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”). Our public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the trust account as of two business days prior to the vote to approve the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares, subject to the limitations described herein.

Following the Redemption, approximately $2.75 million remains on deposit in our trust account.

If we are unable to complete an initial business combination on or before September 26, 2025 (unless the stockholders approve a further amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

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The following is a list of matters considered and approved by the Company’s stockholders at the Special Meeting:

1. To amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate a business combination or, if it fails to do so, cease its operations and redeem or repurchase 100% of the shares of the Company’s common stock issued in the Company’s IPO, from June 26, 2024 monthly for up to three additional months at the election of the Company, ultimately until as late as September 26, 2025.

Votes For: 3,178,527 Votes Against: 1,045 Votes Withheld: 10

2. To amend the Investment Management Trust Agreement, dated November 23, 2020, (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Company (the “Trustee”), pursuant to an amendment to the Trust Agreement, to authorize the Extension and its implementation by the Company.

Votes For: 3,178,526 Votes Against: 1,045 Votes Withheld: 11

3. To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 or 2.

Following the Special Meeting, the Company filed an amendment to its amended and restated certificate of incorporation with the State of Delaware, a copy of which is attached as Exhibit 3.1 to this Current Report.

Votes For: 3,178,506 Votes Against: 1,050 Votes Withheld: 26

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Seventh Amendment to Amended and Restated Certificate of Incorporation of Breeze Holdings Acquisition Corp., dated June 26, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 27, 2025

3

FAQ

What did Breeze Holdings Acquisition Corp. (BRZH) shareholders approve on 26 June 2025?

Shareholders approved amendments to extend the merger deadline monthly up to 26 September 2025 and to revise the trust agreement accordingly.

How many BRZH shares were redeemed at the Special Meeting?

47,690 shares were redeemed, leaving 3,364,413 shares outstanding.

What is the current balance of Breeze Holdings' trust account?

Approximately $2.75 million remains on deposit after the redemptions.

What happens if BRZH fails to close a business combination by 26 September 2025?

The SPAC will wind up, redeem all public shares for the trust balance (minus up to $100k dissolution costs), and liquidate.

How many public shares of BRZH remain outstanding after the redemptions?

224,413 public shares remain outstanding.