UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
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The Stock Market LLC |
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 5.03. Amendments to Articles of Incorporation or Bylaws.
The information included in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03 to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 13, 2022, Breeze Holdings Acquisition Corp. (the “Company”) held its annual meeting of stockholders (the “Meeting”), at which the Company’s stockholder of record voted on the proposals set forth below, each of which is described in detail in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2022, which was first mailed by the Company to its stockholders on or about August 19, 2022.
As of July 22, 2022, the record date for the Meeting, there were 7,907,013 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) issued and outstanding and entitled to vote at the Meeting. A total of 6,806,959 shares of the Common Stock, representing approximately 86.09% of the issued and outstanding shares of the Common Stock, were present in person by virtual attendance or represented by proxy at the Meeting, constituting a quorum for the Meeting. The final voting results for each proposal submitted to the stockholders of record of the Company at the Special Meeting are included below.
Each of the proposals described below was approved by the Company’s stockholders of record. In connection with the Extension, 3,076,817 shares of the Company’s common stock were redeemed (the “Redemption”), with 4,830,196 shares of Common Stock remaining outstanding after the Redemption; 1,690,196 of the shares of Common Stock remaining outstanding after the redemption are owned by our public stockholders (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 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.
Following the Redemption, approximately $17.5 million remains on deposit in our trust account.
If we are unable to complete an initial business combination on or before March 26, 2023 (unless the stockholders approve a further amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in 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 to receive 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 law.
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Set forth below are the final voting results for the proposals:
Proposal 1:
For the election of three (3) Class I Directors to serve until their successors are elected and qualified. The stockholders elected the director nominees presented to the stockholders – Russell D. Griffin, Bill Stark, and James L. Williams.
| Name | For | Against | Abstention/Withhold | |||||||||
| Russell D. Griffin | 6,091,329 | 0 | 270 | |||||||||
| Bill Stark | 5,292,868 | 0 | 798,731 | |||||||||
| James L. Williams | 6,091,329 | 0 | 270 | |||||||||
Proposal 2:
For the Ratification of appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
| For | Against | Abstentions | ||||||||
| 6,803,641 | 83 | 3,235 | ||||||||
Proposal 3:
For the amendment of 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 initial public offering, from September 26, 2022, monthly for up to six additional months at the election of the Company, ultimately until as late as March 26, 2023.
| For | Against | Abstentions | ||||||||
| 6,091,254 | 340 | 5 | ||||||||
Proposal 4:
For the amendment to the Investment Management Trust Agreement, dated November 23, 2020, by and between the Company and Continental Stock Transfer & Company, to authorize the extension subject to Proposal 3 above and its implementation by the Company.
| For | Against | Abstentions | ||||||||
| 6,089,994 | 395 | 1,210 | ||||||||
Proposal 5:
For the approval the adjournment of the Annual 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 3 and 4.
| For | Against | Abstentions | ||||||||
| 5,989,201 | 101,198 | 1,200 | ||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation of Breeze Holdings Acquisition Corp., dated September 13, 2022 | |
| 10.1 | Form of Amendment to the Investment Management Trust Agreement | |
| 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: September 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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