Private company

Breeze Holdings Acquisition Corp.

Breeze Holdings Acquisition Corp. is an American blank check company, incorporated in Delaware.1 It is headquartered in Irving, Texas.1

Last updated Oct 20, 2026.

Overview

  • IndustryBlank Checks1
  • HeadquartersIrving, Texas1
  • Incorporated inDE2
  • Business address955 W. John Carpenter Fwy., Ste. 100-929, Irving, Tx 750392
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2

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We are a blank check company incorporated on June 11, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We have elected to pursue an acquisition in the defense technology industry.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income456-$2.2M in 2024+29% since 2021
-$3.0M-$2.0M-$1.0M02021: -$1.7M-$1.7M20212022: -$2.3M-$2.3M2022+35%2023: -$2.1M-$2.1M2023−11%2024: -$2.2M-$2.2M2024+8%
Net income456-$2.3M in 2024
-$5.0M0$5.0M$10.0M2021: $8.7M$8.7M20212022: $3.8M$3.8M2022−56%2023: -$2.5M-$2.5M20232024: -$2.3M-$2.3M2024−10%
Fiscal year20212022202320242025
Operating income-$1.7M4-$2.3M5-$2.1M6-$2.2M6
Income before tax$8.7M4$3.8M9-$2.5M6-$2.3M6
Income tax$2.1K5$18.2K6
Net income$8.7M4$3.8M5-$2.5M6-$2.3M6
Earnings per share$0.594$0.415-$0.586-$0.566
Earnings per share (diluted)$0.594$0.415-$0.586-$0.566
Shares (weighted, basic)14.6M shares49.3M shares54.4M shares64.1M shares6
Shares (weighted, diluted)14.6M shares49.3M shares54.4M shares64.1M shares6

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Corporate structure

Breeze Holdings Acquisition Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Breeze Holdings Acquisition Corp.

  • Cowen Financial Products LLC Filed SCHEDULE 13G/A on Breeze Holdings Acquisition Corp., latest May 12, 2025 (4 filings since Oct 7, 2022)
  • METEORA CAPITAL, LLC Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest Nov 14, 2024 (5 filings since May 6, 2022)
  • DIFESA CAPITAL MANAGEMENT, LP Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest May 10, 2023 (2 filings since Nov 30, 2022)
  • ATW SPAC MANAGEMENT LLC Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • Cubist Systematic Strategies, LLC Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest Feb 14, 2023 (2 filings since Jul 12, 2022)
  • Polar Asset Management Partners Inc. Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest Feb 13, 2023 (2 filings since Feb 7, 2022)
  • Hudson Bay Capital Management LP Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest Feb 7, 2023 (2 filings since Feb 4, 2022)
  • BOOTHBAY FUND MANAGEMENT, LLC Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest Jan 24, 2023 (2 filings since Feb 10, 2022)
  • Karpus Management, Inc. Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest May 10, 2022 (2 filings since Feb 14, 2022)
  • Harraden Circle Investments, LLC Filed SC 13G on Breeze Holdings Acquisition Corp., latest May 6, 2022
  • Lawrence Feis Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest May 3, 2022 (2 filings since Jan 25, 2022)
  • GLAZER CAPITAL, LLC Filed SC 13G/A on Breeze Holdings Acquisition Corp., latest Feb 14, 2022
  • Breeze Holdings Acquisition Corp. Irving, Texas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Breeze Holdings Acquisition Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Properties, in its own words

We maintain our principal executive offices at 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039. The cost of our use of this space is included in the $5,000 per month fee we currently pay to an affiliate of our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 11, 2025.3

Leadership

Who has led Breeze Holdings Acquisition Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. J. Douglas Ramsey2020

President

  1. Russell D. Griffin2020

Chief financial officer

  1. J. Douglas Ramsey2020

Chief operating officer

  1. Charles C. Ross2020
2025
Board members and other officers (5)

Timeline

  1. Aug 15, 20258-K Shareholder vote; Other events16
  2. Jun 27, 20258-K Shareholder vote17
  3. Jun 13, 20258-K Listing notice or transfer; Other events18
  4. Jun 9, 20258-K Entered a material agreement19
  5. Jun 2, 20258-K Executive or director change20
  6. Apr 4, 20258-K Change of auditor21
  7. Mar 21, 20258-K Listing notice or transfer22
  8. Mar 19, 20258-K Listing notice or transfer23
  9. Dec 30, 20248-K Shareholder vote24
  10. Sep 25, 20248-K Entered a material agreement; Regulation FD disclosure25
  11. Aug 9, 20248-K Ended a material agreement26
  12. Jun 27, 20248-K Shareholder vote27
  13. Nov 23, 2020New chief executive J. Douglas Ramsey becomes CEO10

Filings

194 filings to the SEC since October 2021: 8 annual reports, 16 quarterly reports, 35 major events, 1 insider forms, 27 large holders, 107 other. The latest 20:

  1. Sep 8, 202515-12G EDGAR
  2. Aug 19, 202510-Q QUARTERLY REPORT EDGAR
  3. Aug 15, 20258-K CURRENT REPORT EDGAR
  4. Aug 14, 2025NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  5. Jul 25, 2025DEFA14A ADDITIONAL MATERIALS EDGAR
  6. Jul 21, 2025DEFM14A PROXY STATEMENT EDGAR
  7. Jun 27, 2025425 CURRENT REPORT EDGAR
  8. Jun 27, 20258-K CURRENT REPORT EDGAR
  9. Jun 13, 20258-K EDGAR
  10. Jun 10, 2025DEF 14A PROXY STATEMENT EDGAR
  11. Jun 9, 2025425 CURRENT REPORT EDGAR
  12. Jun 9, 20258-K CURRENT REPORT EDGAR
  13. Jun 2, 20258-K CURRENT REPORT EDGAR
  14. May 30, 2025PRER14A PROXY STATEMENT EDGAR
  15. May 30, 2025PRE 14A PROXY STATEMENT EDGAR
  16. May 28, 202510-Q EDGAR
  17. May 15, 2025NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  18. May 12, 2025SCHEDULE 13G/A EDGAR
  19. Apr 4, 20258-K CURRENT REPORT EDGAR
  20. Mar 21, 20258-K/A EDGAR

The 194 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Breeze Holdings Acquisition Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBreeze Holdings Acquisition Corp.1
  • CIK0001817640
  • Employer ID (EIN)85-18493153
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
  • Incorporated inDelaware3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address955 W. John Carpenter Fwy., Ste. 100-929, Irving, TX 750391
  • Phone619-500-77471
  • Shares outstanding3,314,698 as of Aug 19, 20258
  • Public float$10.0M as of Aug 21, 20243
  • AuditorMarcum LLP, New York, NY PCAOB ID 688; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceJul 16, 20201
  • Filings239 in all: 425 (61), 8-K (37), SC 13G/A (20), 10-Q (14), SC 13G (13), CORRESP (12), UPLOAD (11), NT 10-Q (9)1
    All 31 form types

    3 (8), DEF 14A (8), PRE 14A (7), 10-K (5), 10-K/A (5), PRER14A (5), 10-Q/A (4), 25-NSE (2), 8-K/A (2), DEFA14A (2), S-1/A (2), 15-12G (1), 3/A (1), 4 (1), 424B4 (1), 8-A12B (1), CERT (1), DEFM14A (1), DEFR14A (1), DRS (1), EFFECT (1), S-1 (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 11, 2025
    Quarterly report (10-Q) Aug 19, 2025
    Proxy statement (DEF 14A) Jun 10, 2025
    Latest 8-K (8-K) Aug 15, 2025

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareBRZH
Rights exchangeable into one-twentieth of one share of common stockBRZHR
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole shareBRZHW

From the cover page of the 10-K filed Mar 11, 2025 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Breeze Holdings Acquisition Corp. names in Item 1A of its 10-K filed Mar 11, 2025: 58 risks under these headings, as written.3

  • Risks Related to the Business Combination
  • We may not be able to complete the Business Combination pursuant to the Combination Agreement. If we are unable to do so, we will incur substantial costs associated with withdrawing from the transaction and may not be able to find additional sources of financing to cover those costs.
  • Risks Relating to Our Search For, Consummation of, or Inability to Consummate, a Business Combination
  • We are a company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  • Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
  • If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
  • Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.
  • The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an initial business combination with a target.
  • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.
  • The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
  • We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $11.505 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
The other 47 risks
  • If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our common stock.
  • If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
  • Because we are not limited to evaluating a target business in a particular industry sector, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • Past performance by our management team, may not be indicative of future performance of an investment in the Company.
  • We may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $11.505 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.
  • Our key personnel may negotiate employment or consulting agreements as well as reimbursement of out-of-pocket expenses, if any, with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation or reimbursement for out-of-pocket expenses, if any, following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • Since our sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if our business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our initial Business Combination, hinder our ability to consummate an initial Business Combination, and decrease the amount of funds available for distribution in connection with a liquidation.
  • Risks Relating to Our Securities
  • NASDAQ delisted our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • You will not be entitled to protections normally afforded to investors of many other blank check companies.
  • If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 10% of our common stock, you will lose the ability to redeem all such shares in excess of 10% of our common stock.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $11.505 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.
  • If the net proceeds of our initial public offering, the sale of the private placement warrants not being held in the trust account and loans from our sponsor or management team are insufficient, we may be unable to complete our initial business combination.
  • If the net proceeds of our initial public offering and the sale of the private placement warrants not being held in the trust account are insufficient, it could limit the amount available to complete our initial business combination and we will depend on loans from our sponsor or management team to pay our franchise and income taxes and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.
  • If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $11.505 per share.
  • Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
  • We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
  • If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
  • We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.
  • The grant of registration rights to our initial stockholders and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our common stock.
  • We may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our stockholders and likely present other risks.
  • Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
  • Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.
  • Certain agreements related to our initial public offering may be amended without stockholder approval.
  • We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  • Our warrants and founder shares may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our initial business combination.
  • Because each unit contains one-twentieth of one right, the units may be worth less than units of other blank check companies.
  • General Risks
  • The target business with which we ultimately consummate a business combination may be materially adversely affected by geopolitical conflicts and wars.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.
  • The requirements of being a public company may strain our resources and divert management’s attention.
  • Delays in causing extension payments to be funded to the Trust Account may contradict our governing documents.
  • We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.
  • Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.
  • The determination of the offering price of our units and the size of our initial public offering was more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
  • Our warrant agreement and rights agreement designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants or rights, which could limit the ability of warrant or right holders to obtain a favorable judicial forum for disputes with our company.
  • Our warrants are accounted for as liabilities and changes in the value of our warrants could have a material effect on our financial results.
  • We identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.
  • If Breeze is unable to successfully maintain effective internal control over financial reporting, investors may lose confidence in Breeze’s reported financial information and its stock price and business may be adversely impacted.

Legal proceedings

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

The opening of Item 3, Legal Proceedings.3

Sources

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