UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2022, Breeze Holdings Acquisition Corp. (“Breeze”) entered into a Business Combination Agreement by and among Breeze, D-Orbit S.p.A, an Italian Società per azioni, D-Orbit S.A., a newly-formed joint stock company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, Lift-Off Merger Sub, Inc., a Delaware corporation, and Seraphim Space (Manager) LLP, a UK limited liability partnership, and Breeze Sponsor, LLC, a Delaware limited liability company (the “Combination Agreement”), providing for Holdco to become the Nasdaq-listed parent company of both Breeze and D-Orbit.
Concurrently with the execution of the Combination Agreement, certain parties to the Combination Agreement entered into Ancillary Agreements (as defined in the Combination Agreement) in connection with the Business Combination and as specifically contemplated by the Combination Agreement.
Termination of Combination Agreement and Ancillary Agreements
On August 12, 2022, the parties to the Combination Agreement entered into a Termination Agreement (the “Termination Agreement”) which terminated the Combination Agreement and the Ancillary Agreements, effective as of August 12, 2022. Pursuant to the Termination Agreement, the Company will not be obligated to remit nor will it be entitled to receive a termination payment.
Breeze is proceeding to evaluate alternative business combinations.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 12, 2022, Breeze and certain parties to the Combination Agreement issued a joint press release announcing the termination of the Combination Agreement. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated August 12, 2022, by and among Breeze Holdings Acquisition Corp., D-Orbit S.p.A., D-Orbit S.A., Lift-Off Merger Sub, Inc., Seraphim Space (Manager) LLP and Breeze Sponsor, LLC. | |
| 99.1 | Press release, dated August 12, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
| Date: August 15, 2022 | By: | /s/ J. Douglas Ramsey |
| Name: | J. Douglas Ramsey, Ph.D. | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
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