Breeze Holdings (BREZ) notifies SEC of late NT 10-Q for June 30, 2025 period

Rhea-AI Filing Summary

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.

Positive

• Registrant affirms all other periodic reports for the prior 12 months have been filed
• Company expects to file the NT 10-Q within the permitted 15-calendar-day cure period
• Signed by CEO, indicating management acknowledgment of the late filing

Negative

• No detailed explanation provided in the excerpt for the cause of the delay
• Contact telephone number and Part III explanatory text are missing from the provided content
• No accountant’s statement or financial statements attached in the provided excerpt

Insights

Corporate Governance Expert

TL;DR: Routine late-filing notice filed; indicates imminent filing and that other reports are current.

The Form 12b-25 (NT 10-Q) submitted for the period ended June 30, 2025, is a standard regulatory notice indicating the company expects to cure the late filing within the allowed 15-calendar-day cure period. Management certification by the CEO is present and the registrant affirms all other periodic reports for the prior 12 months have been filed. Absent here is a detailed explanation of the cause for delay or any attached accountant statement; that limits assessment of controls or audit issues. Overall this notice typically signals a procedural timing issue rather than a material financial event, but the absence of Part III detail reduces transparency.

Securities/Compliance Analyst

TL;DR: Compliance disclosure meets basic Form 12b-25 requirements but lacks explanatory detail.

The form properly selects the option to cure within the 15-day window and confirms prior filings are current, which are positive compliance indicators. However, the provided content omits contact telephone info and the Part III explanation that would describe why the report was late. From a compliance perspective, the next important step is timely submission of the NT 10-Q and any required accountant exhibits. Without the actual NT 10-Q content, material impact cannot be assessed.

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	SEC FILE NUMBER 001-39718
	FORM 12b-25 NOTIFICATION OF LATE FILING	CUSIP NUMBER 106762 107 106762 115 106762 123

(Check one):	☐ Form 10-K	☐  Form 20-F	☐  Form 11-K
	☒ Form 10-Q	☐  Form 10-D	☐  Form N-CEN	☐  Form N-CSR
	For Period Ended:	June 30, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: 

PART I — REGISTRANT INFORMATION

Breeze Holdings Acquisition Corp.

Full Name of Registrant

Former Name if Applicable

955 W. John Carpenter Fwy., Suite 100-929

Address of Principal Executive Office (Street and Number)

Irving, TX 75039

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Breeze Holdings Acquisition Corp. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Form 10-Q”) by the prescribed due date because the Company requires additional time to complete certain items with respect to the financial statements to be included in the Form 10-Q.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Doug Ramsey, CEO		888		273-9001
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes    ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

1

Breeze Holdings Acquisition Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	August 14, 2025		By:	/s/ J. Douglas Ramsey, Ph.D.
				J. Douglas Ramsey, Ph.D.
				CEO

2

FAQ

What does Breeze Holdings Acquisition Corp.'s (BREZ) Form 12b-25 notify investors about?

The notice states the company will file its NT 10-Q for the period ended June 30, 2025 within the 15-calendar-day cure period allowed for late filings.

Did BREZ confirm compliance with other SEC filing requirements?

Yes. The form indicates all other periodic reports required in the prior 12 months have been filed.

Who signed the late filing notification for BREZ?

The notification is signed by J. Douglas Ramsey, Ph.D., CEO.

Does the provided Form 12b-25 include the reason for the delay or accountant statements?

No. The excerpt does not include a detailed Part III explanation or an accountant’s statement.

What should investors expect next after a Form 12b-25 is filed?

Investors should expect the company to file the delayed NT 10-Q within the stated cure period and to review that filing for financial details and any explanations of the delay.