SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RAMSEY J DOUGLAS

(Last)

(First)

(Middle)

C/O BREEZE HOLDINGS ACQUISITION CORP.

5324 DAVIS BLVD.

(Street)

NORTH RICHLAND HILLS

76180

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Breeze Holdings Acquisition Corp. [ BREZU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Warrants to purchase common stock	$11.5	11/23/2020		P		5,425,000⁽¹⁾		⁽²⁾	⁽³⁾	Common stock	5,425,000	$1	5,425,000	D⁽⁴⁾

1. Name and Address of Reporting Person^*

RAMSEY J DOUGLAS

(Last)

(First)

(Middle)

C/O BREEZE HOLDINGS ACQUISITION CORP.

5324 DAVIS BLVD.

(Street)

NORTH RICHLAND HILLS

76180

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and CFO

1. Name and Address of Reporting Person^*

Breeze Sponsor, LLC

(Last)

(First)

(Middle)

C/O BREEZE HOLDINGS ACQUISITION CORP.

5324 DAVIS BLVD.

(Street)

NORTH RICHLAND HILLS

76180

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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).

4. 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.

Remarks:

	/s/ J. Douglas Ramsey	12/23/2020
	/s/ J. Douglas Ramsey, as Manager of Breeze Sponsor LLC	12/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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