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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.