SEC Form SC 13G/A filed by Breeze Holdings Acquisition Corp. (Amendment)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

268,038

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

268,038

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

268,038

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

268,038

Breeze Holdings Acquisition Corporation

955 W. John Carpenter Freeway, Suite 100-929, Irving, TX 750393 

This statement is filed by:

(i)       Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) with respect to the common stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”); and

(ii) Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the common stock held by the Meteora Funds.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the common stock reported herein. 

The address of the principal business office for each of the Reporting Persons is:

840 Park Drive East, Boca Raton, FL 33444 

Meteora Capital is a Delaware limited liability company. Vik Mittal is a United States citizen.

Common stock, par value $0.0001

106762 107

(a) □ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) □ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) □ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) □ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) x An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f) □ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g) x A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h) □ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) □ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j) □ A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);

(k) □ Group, in accordance with 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [   ].

Not applicable

Not applicable

Not applicable

Not applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect

Meteora Capital, LLC

Vik Mittal