November 25, 2024

J. Douglas Ramsey
Chairman and Chief Executive Officer
Breeze Holdings Acquisition Corp.
955 W. John Carpenter Freeway, Suite 100-929
Irving, TX 75039

       Re: Breeze Holdings Acquisition Corp.
           Preliminary Proxy Statement on Schedule 14A
           Filed November 19, 2024
           File No. 001-39718
Dear J. Douglas Ramsey:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Risk Factors
In the event the Extension Amendment Proposal is approved and we amend our
Charter....,
page 9

1.     Please update this risk factor for the delisting from NASDAQ and
disclose that in
       addition to the consequences described, you may no longer be attractive
as a merger
       partner if you are no longer listed on an exchange, any potential impact
on your ability
       to complete an initial business combination, and any impact on the
market for your
       securities including demand for your securities.
General

2.     Please update your disclosure throughout the proxy to disclose that you
have already
       been delisted from the Nasdaq Stock Market LLC that occurred in July
2024, the
       termination of the merger agreement with TV Ammo, Inc., and the entry
into a merger
       agreement with YD Biopharma Limited.
 November 25, 2024
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

      Please contact Ronald (Ron) E. Alper at 202-551-3329 or Dorrie Yale at
202-551-
8776 with any questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Real Estate
& Construction
cc:   Mathew Saur