Breeze Holdings Acquisition Corp. Files 8-K

TL;DR

Breeze Holdings Acquisition Corp. filed an 8-K on 8/15/25 covering votes and other events.

AI Summary

Breeze Holdings Acquisition Corp. filed an 8-K on August 15, 2025, reporting on matters submitted to a vote of security holders and other events. The filing includes financial statements and exhibits related to the company's operations as of August 14, 2025. Breeze Holdings Acquisition Corp. is incorporated in Delaware and has its principal executive offices in Irving, Texas.

Why It Matters

This 8-K filing provides an update on corporate actions and financial reporting for Breeze Holdings Acquisition Corp., which is relevant for investors tracking the company's status and any potential strategic moves.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks.

Key Numbers

• 001-39718 — SEC File Number (Identifies the company's filing with the SEC)
• 85-1849315 — EIN (Employer Identification Number)

Key Players & Entities

• Breeze Holdings Acquisition Corp. (company) — Registrant
• August 14, 2025 (date) — Earliest event reported
• August 15, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Irving, Texas (location) — Business address city and state

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share BRZH OTCQX tier
• $11.50 — of common stock at an exercise price of $11.50 per whole share BRZHW OTCQB tier of
• $5,000,001 — ze as a public company, to be less than $5,000,001 (the "Redemption Limitation") (Proposal

Filing Documents

• ea0253458-8k_breeze.htm (8-K) — 52KB
• ea025345801ex99-1_breeze.htm (EX-99.1) — 15KB
• 0001213900-25-077443.txt ( ) — 289KB
• brzhw-20250814.xsd (EX-101.SCH) — 4KB
• brzhw-20250814_def.xml (EX-101.DEF) — 27KB
• brzhw-20250814_lab.xml (EX-101.LAB) — 37KB
• brzhw-20250814_pre.xml (EX-101.PRE) — 25KB
• ea0253458-8k_breeze_htm.xml (XML) — 7KB

07 Submission

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 August 14, 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 3,128,495, representing 93.0% of the 3,364,413 shares of common stock issued and outstanding, and entitled to vote as of July 11, 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, 49,715 shares of the Company's common stock were redeemed (the " Redemption "), with 3,314,698 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 "). The following is a list of matters considered and approved by the Company's stockholders at the Special Meeting: 1. The Business Combination Proposal — At the meeting, the vote to consider and adopt the Merger Agreement and Plan of Reorganization, dated September 24, 2024 (as may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among (i) Breeze, (ii) YD Bio Limited, a Cayman Islands exempted company ("Pubco"), (iii) Breeze Merger Sub, Inc., a Delaware corporation and which will be a direct, wholly-owned subsidiary of Pubco ("Breeze Merger Sub"), (iv) BH Biopharma Merger Sub Limited, a Cayman Islands exempted company ("Company Merger Sub," with Company Merger Sub and Breeze Merger Sub together referred to herein as the "Merger Subs"), and (v) YD Biopharma Limited, a Cayman Islands exempted company ("YD Biopharma"), was as follows: Votes For: 3,127,474 Votes Against: 1,000 Votes Withheld: 21 2. The Charter Proposal — At the meeting, the vote to

01. Other Events

Item 8.01. Other Events. Attached hereto as Exhibit 99.1, and filed herewith, is a copy of the Company's press release regarding the matters described in Item 5.07 of this Current Reporting on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release of Breeze Holdings Acquisition Corp. dated August 15, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: August 15, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR