UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 30, 2021, Breeze Holdings Acquisition Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Capital Market (the “Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not filed the Form 10-Q for the quarter ended September 30, 2021 with the SEC on or before November 22, 2021, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended.
As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on its financial statements. The Company had previously classified a portion of its common stock in permanent equity. In accordance with ASC 480-10-S99 and after discussion with the Company’s management, the Company’s audit committee concluded that all of its common stock should be classified as temporary equity.
On November 15, 2021, the Company filed a Form 12b-25 Notification of Late Filing with the SEC related to the Form 10-Q for the quarter ended September 30, 2021, in which the Company stated that it is working diligently to complete the review of the financial statements for the three and nine months ended September 30, 2021 as soon as possible; however, given the scope of the process for determining the appropriate treatment of the redeemable equity in accordance with ASC 480-10-S99, the Company was unable to complete and file the Form 10-Q by the required due date of November 15, 2021. The Company is working diligently to complete the Form 10-Q as soon as possible.
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.
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BREEZE HOLDINGS ACQUISITION CORP. |
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By: |
/s/ J. Douglas Ramsey |
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Name: |
J. Douglas Ramsey |
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Title: |
Chief Executive Officer and Chief Financial Officer |
Dated: December 6, 2021