X0306 4 2020-11-23 0 0001817640 Breeze Holdings Acquisition Corp. BREZU 0001249795 RAMSEY J DOUGLAS C/O BREEZE HOLDINGS ACQUISITION CORP. 5324 DAVIS BLVD. NORTH RICHLAND HILLS TX 76180 1 1 1 0 CEO and CFO 0001835089 Breeze Sponsor, LLC C/O BREEZE HOLDINGS ACQUISITION CORP. 5324 DAVIS BLVD. NORTH RICHLAND HILLS TX 76180 0 0 1 0 Private Warrants to purchase common stock 11.50 2020-11-23 4 P 0 5425000 1.00 A Common stock 5425000 5425000 D Breeze Sponsor LLC ("Sponsor") purchased 5,425,000 warrants, as described in the issuer's registration statement on Form S-1 (File No. 333-249677), in a private placement of warrants at a price of $1.00 per private placement warrant. Each whole private placement warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. The warrants become exercisable on the later of (i) 30 days after the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering. The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the Form S-1 (File No. 333-249677). The warrants are held by Sponsor. Dr. J. Douglas Ramsey is the manager of the Sponsor and may be deemed the beneficial owner of the shares held by the Sponsor. Dr. Ramsey disclaims beneficial ownership over any securities in which he does not have a pecuniary interest. /s/ J. Douglas Ramsey 2020-12-23 /s/ J. Douglas Ramsey, as Manager of Breeze Sponsor LLC 2020-12-23