Breeze Holdings Acquisition Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
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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 21, 2024, at 10:00 a.m. Eastern Time. The number of shares of common stock that voted on matters presented at the Special Meeting was 3,449,241, representing 80.2% of the 4,299,279 shares of common stock issued and outstanding, and entitled to vote as of May 13, 2024, 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, 265,564 shares of the Company’s common stock were redeemed (the “Redemption”), with 4,033,712 shares of Common Stock remaining outstanding after the Redemption; 893,712 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 $10,371,000 remains on deposit in our trust account.
If we are unable to complete an initial business combination on or before December 26, 2024 (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.
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 six additional months at the election of the Company, ultimately until as late as December 26, 2024. |
| Votes For: | 3,435,359 | Votes Against: | 12,881 | Votes Withheld: | 1,001 |
| 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: | 3,437,568 | Votes Against: | 10,343 | Votes Withheld: | 1,330 |
| 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. |
| Votes For: | 3,437,346 | Votes Against: | 10,614 | Votes Withheld: | 1,281 |
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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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Fifth Amendment to Amended and Restated Certificate of Incorporation of Breeze Holdings Acquisition Corp., dated June 21, 2024 | |
| 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, 2024
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