UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Breeze Holdings Acquisition Corp. (the “Company”) is filing this Form 8-K/A as an amendment to the Current Report on Form 8-K filed by the Company on March 19, 2025 (the “Original Filing”). Except as specifically set forth herein, this amendment does not modify or update any other disclosures in the Original Filing and should be read in conjunction with the Original Filing.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 17, 2025, the Company received a notice from OTCQX Market stating that the Company is not in compliance with Section 2 of the Requirements for Continued Qualification of the OTCQX Rules for U.S. Companies (the “OTCQX Rules”). Specifically, the notice referenced a deficiency with respect to the Company’s rights and warrants, trading under the tickers “BRZHR” and “BRZHW” respectively, under Section 1.1(A) of the OTCQX Eligibility Criteria, which requires compliance with certain penny stock exemption requirements. The Original Filing incorrectly referenced the Company’s common stock and warrants, trading under the tickers “BRZH” and “BRZHW” respectively, as the subject of the deficiency notice. This amendment corrects that error by confirming that the deficiency notice pertained only to the Company’s rights and warrants and not the Company’s common stock. The Company has 90 days from the date of the notice, or until June 13, 2025, to cure the deficiency. The Company is currently pursuing a business combination with YD Biopharma Limited that it expects to close prior to June 13, 2025. As a condition to that business combination, unless otherwise waived, the combined company is required to be listed on the NASDAQ Capital Markets as of the closing date.
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. | ||
| By: | /s/ J. Douglas Ramsey | |
| Name: | J. Douglas Ramsey | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
| Dated: March 21, 2025 | ||