UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~ 23March 17, ~~2024~~2025

BREEZE HOLDINGS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-39718		85-1849315
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

955 W. John Carpenter Freeway, Suite 100-929
Irving, TX 75039

(Address of principal executive offices)

(~~619~~888) ~~500~~ 273-~~7747~~9001

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	BRZH	OTCQX tier of the OTC Markets Group Inc.
Rights exchangeable into one-twentieth of one share of common stock	BRZHR	OTCQX tier of the OTC Markets Group Inc.
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share	BRZHW	OTCQX tier of the OTC Markets Group Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5 3.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

AOn ~~Special~~March ~~Meeting~~17, of2025, ~~Stockholders~~Breeze Holdings Acquisition Corp. (the “~~Special Meeting~~Company”) received a notice from the Issuer Compliance Department of ~~Breeze~~the ~~Holdings~~OTC ~~Acquisition~~Markets ~~Corp~~Group stating that the Company is no longer in compliance with Section 2 of the Requirements for Continued Qualification of the OTCQX Rules for U.S. Companies, which requires compliance with Section 1.1(A) of the “OTCQX Eligibility Criteria, requiring the Company” to have (1) ~~was~~ ~~held~~net ~~via~~tangible ~~webcast~~assets onof ~~December~~$2,000,000, 23if the Company has been in continuous operation for at least three years, ~~2024~~or $5,000,000, if the Company has been in continuous operation for less than three years; (2) average revenue of at ~~10:00~~least ~~a.m.~~$6,000,000 ~~Eastern~~for ~~Time.~~the ~~The~~last ~~number~~three years; or (3) a bid price of ~~shares~~$5 per share as of ~~common~~the ~~stock~~close ~~that~~of ~~voted~~business on ~~matters~~each ~~presented~~of the 30 consecutive calendar days immediately preceding the Company’s application day, and as of the most recent fiscal year end have at least one of the ~~Special~~following: ~~Meeting~~(A) ~~was~~net 3income of $500,~~202~~000; (B) net tangible assets of $1,~~414~~000,000; ~~representing~~(C) ~~79.4%~~revenues of $2,000,000; or (D) total assets of $5,000,000. Unless the 4Company is able to cure this deficiency by June 13,~~033~~ 2025,~~712~~ ~~shares~~then ofboth the Company’s common stock ~~issued~~ and ~~outstanding~~warrants, trading under the tickers “BRZH” and ~~entitled~~“BRZHW” respectively, will be moved from the OTCQX market. The Company is currently pursuing a business combination with YD Biopharma Limited that it expects to ~~vote~~close asprior ofto ~~November~~June 2013, ~~2024~~2025. As a condition to that business combination, unless otherwise waived, the ~~record~~combined ~~date~~company ~~for~~is required to be listed on the ~~Special~~NASDAQ ~~Meeting~~Capital Markets as of the closing date.

Each of the proposals described below was approved by the Company’s stockholders of record. In connection with the special meeting, 621,609 shares of the Company’s common stock were redeemed (the “Redemption”), with 3,412,103 shares of Common Stock remaining outstanding after the Redemption; 272,103 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.1

~~Following the Redemption, approximately $3.2 million remains on deposit in our trust account.~~SIGNATURE

IfPursuant ~~we are unable~~ to ~~complete an initial business combination on or before June 26, 2025 (unless~~ the ~~stockholders~~requirements ~~approve a further amendment to the Company’s amended and restated certificate~~ of ~~incorporation to extend~~ the ~~date~~Securities byExchange ~~which~~Act ~~the Company has to consummate a business combination), we will: (i) cease all operations except for the purpose~~ of ~~winding up~~1934, ~~(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem~~ the ~~Public~~registrant ~~Shares,~~has atduly acaused ~~per-share~~this ~~price,~~report ~~payable in cash, equal~~ to ~~the~~be ~~aggregate amount~~signed ~~then~~ on ~~deposit~~its inbehalf ~~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~~undersigned tohereunto ~~receive~~duly 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 lawauthorized.

1BREEZE HOLDINGS ACQUISITION CORP. By: /s/ J. Douglas Ramsey Name: J. Douglas Ramsey Title: Chief Executive Officer and Chief Financial Officer

~~The~~Dated: ~~following~~March is19, ~~a list of matters considered and approved by the Company’s stockholders at the Special Meeting:~~2025

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 December 26, 2024 monthly for up to six additional months at the election of the Company, ultimately until as late as June 26, 2025.2

Votes For: 3,200,374 Votes Against: 1,687 Votes Withheld: 353

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: 3,200,395 Votes Against: 1,682 Votes Withheld: 337

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.

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.

Votes For: 3,200,335 Votes Against: 1,710 Votes Withheld: 369

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Sixth Amendment to Amended and Restated Certificate of Incorporation of Breeze Holdings Acquisition Corp., dated December 23, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 30, 2024

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