Item 5.07. Submission of Matters
to a Vote of Security Holders.
On
March 22, 2023, Breeze Holdings Acquisition Corp. (the “Company”) held a special 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 March 6, 2023, which was first mailed by
the Company to its stockholders on or about March 6, 2023.
As
of February 27, 2023, the record date for the Meeting, there were 4,830,196 shares of common stock, par value $0.0001 per share (the “Common
Stock”), of the Company issued and outstanding and entitled to vote at the Meeting. A total of 3,962,525 shares of the Common Stock,
representing approximately 82.03% 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 special meeting, 509,712
shares of the Company’s common stock were redeemed (the “Redemption”), with 4,320,484 shares of Common Stock remaining
outstanding after the Redemption; 1,180,484 shares of Common Stock remaining outstanding after the Redemption are shares issued in connection
with our initial public offering (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 vote to approve 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 $12.5 million remains on deposit in our trust account.
If
we are unable to complete an initial business combination on or before September 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.
Set forth below are the
final voting results for the proposals:
Proposal 1:
A proposal to approve
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 March 26, 2023, monthly for up to six additional months at the
election of the Company, ultimately until as late as September 26, 2023.
| For | | |
Against | | |
Abstentions | |
| | 3,931,465 | | |
| 30,138 | | |
| 922 | |
Proposal 2:
A proposal to approve 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 1 above and its implementation by the Company.
| For | | |
Against | | |
Abstentions | |
| | 3,931,888 | | |
| 29,937 | | |
| 700 | |
Proposal 3:
For the approval the
adjournment of the Special 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 1 and 2.
| For | | |
Against | | |
Abstentions | |
| | 3,824,923 | | |
| 136,804 | | |
| 798 | |
Following the Meeting,
the Company filed an amendment to its amended and restated certificate of incorporation with the State of Delaware, a copy of which is
attached as Exhibit 3.1 to this Current Report.
