IRVING, Texas and GARLAND, Texas, Feb. 14, 2024 (GLOBE NEWSWIRE) -- Breeze Holdings Acquisition Corp. (NASDAQ:BREZ) ("Breeze Holdings"), a publicly traded special purpose acquisition company, and TV Ammo, Inc., an advanced technology manufacturing and licensing company focused on revolutionizing the global ammunition and weapons industry through the introduction of its composite-cased ammunition, innovative weapons systems and advanced manufacturing technology ("TV Ammo"), today announced the filing with th ...

GARLAND, Texas, Jan. 22, 2024 (GLOBE NEWSWIRE) -- Less than nine months after announcing a strategic development partnership, Texas-based advanced technology company True Velocity and FN America, global leader in the development and manufacture of high-quality, reliable firearms and other technologies for military customers, announced today their efforts to produce a 6.8TVCM conversion kit for existing M240 machine guns are nearing completion, with availability for defense procurement expected as soon as Q4 ...

GARLAND, Texas, Jan. 19, 2024 (GLOBE NEWSWIRE) -- Texas-based advanced defense technology company TV Ammo, Inc. ("True Velocity"), will be at booth #13454 from January 23 - 26 at SHOT Show 2024 hosted at the Venetian Expo and Caesars Forum in Las Vegas, Nevada. The company plans to display its advanced, composite-cased ammunition in several calibers and configurations, as well as its cutting-edge weapons and suppressor technology. "Every year, we look forward to unveiling new and innovative technology for t ...

Financial Position - As of September 30, 2023, the company had $181,681 in cash and a negative working capital deficit of $7,058,591[205]. - The company has outstanding loans from the Sponsor totaling $7,197,574 as of September 30, 2023, which includes amounts for working capital and SPAC extension funds[218]. - The company has no long-term debt or capital lease obligations, only a monthly fee of $5,000 for office space and administrative services[219]. Financial Performance - For the nine months ended September 30, 2023, the company reported a net loss of $3,241,155, primarily due to a loss on change in fair value of warrant liabilities of $2,031,000[207]. - The company incurred significant costs in pursuit of acquisition plans and may need to raise additional funds to meet operational expenditures[216]. Trust Account and Shareholder Actions - A total of $116,725,000 was placed in the Trust Account following the Initial Public Offering, with transaction costs amounting to $4,099,907[209]. - The company redeemed 3,076,817 shares of common stock for $31,845,056 during the stockholders' meeting held on September 13, 2022[210]. - On September 22, 2023, stockholders approved a proposal to extend the date for consummating a Business Combination up to nine times for an additional month each time, potentially until June 26, 2024[211]. Future Obligations and Uncertainties - A Transaction Success Fee of $50,000 is due upon successful completion of the merger with TV Ammo, as per the agreement signed on December 2, 2022[220]. - Management has indicated that there is uncertainty regarding the ability to meet obligations within one year, highlighting the need for a successful Business Combination or Working Capital Loans[217].

Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company's liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company's Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39718 BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 85-1849315 (State or other ...

Financial Performance - For the year ended December 31, 2022, the company reported a net income of $3,788,224, a decrease from $8,703,976 in 2021, primarily due to a change in the fair value of warrant liabilities[244][245]. - The company has not generated any operating revenues to date and relies on non-operating income from interest on marketable securities and changes in the fair value of warrant liabilities[281]. Transaction Costs and Funding - The company incurred transaction costs of $4,099,907 related to its Initial Public Offering, including $2,300,000 in underwriting fees[246]. - The company intends to use substantially all funds in the trust account to complete its business combination, with remaining proceeds allocated for working capital[285]. - The company may need to raise additional funds to meet expenditures required for operating its business and completing a business combination[289]. - The company has received loans from its sponsor totaling $1,150,000 to extend the deadline for consummating a business combination[287][288]. Shareholder Activity - As of September 13, 2022, stockholders redeemed 3,076,817 shares for $31,845,056, leaving 1,690,196 shares remaining[284]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which could affect the accuracy and timeliness of its financial reporting[248][249]. - The company faces potential litigation and inquiries from regulatory bodies due to the restatement of previously issued financial statements and changes in accounting for warrants[252]. Accounting Treatment - The company has classified all public shares as temporary equity following a reevaluation of its accounting treatment[251].

Financial Position - As of September 30, 2022, the company had cash and marketable securities held in the Trust Account of $17,553,499, with a working capital deficit of $4,464,437[182][187]. - As of September 30, 2022, the company had $76 in cash held outside the Trust Account, indicating a significant reliance on the Trust Account for operations[187]. - The company has no off-balance sheet arrangements as of September 30, 2022[192]. Income and Revenue - For the three months ended September 30, 2022, the company reported a net income of $1,459,229, primarily from a gain on the change in fair value of warrant liabilities of $1,916,000[175]. - For the nine months ended September 30, 2022, the company achieved a net income of $4,837,633, driven by a gain on the change in fair value of warrant liabilities of $6,262,250[178]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination[174]. Initial Public Offering - The company completed its Initial Public Offering on November 25, 2020, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units[180]. - Following the Initial Public Offering, the company incurred transaction costs totaling $4,099,907, including $2,300,000 in underwriting fees[181]. - The Company issued 250,000 shares of common stock and 15,000 shares to a Consultant as part of a private placement, accounting for these as deferred offering costs related to the Initial Public Offering[200]. Stockholder Actions - The company redeemed 6,732,987 shares for $69,700,628 in connection with a stockholder meeting held on May 5, 2022[182]. - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, reflecting uncertain future events outside the Company's control[201]. Future Outlook and Concerns - The company anticipates incurring significant costs in pursuit of its acquisition plans, raising doubts about its ability to continue as a going concern[191]. - The Company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new accounting standards at the same time as private companies[204]. - The Financial Accounting Standards Board issued ASU 2020-06, effective January 1, 2024, simplifying accounting for certain financial instruments, with no expected initial impact on the Company's financial statements[206]. Earnings Per Share - Net income per share is calculated by dividing net income by the weighted average number of common shares outstanding, with redeemable and non-redeemable shares presented as one class[203].

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Condensed Financial Statements](index=2&type=section&id=Item%201.%20Condensed%20Financial%20Statements) This section presents unaudited condensed financial statements, including balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with detailed notes explaining the company's organization, accounting policies, IPO, related party transactions, commitments, warrant details, and fair value measurements. The company reported a net income for the three and six months ended June 30, 2022, primarily driven by changes in the fair value of warrant liabilities, despite a significant reduction in its Trust Account due to shareholder redemptions [Condensed Balance Sheets](index=2&type=section&id=Condensed%20Balance%20Sheets%20as%20of%20June%2030%2C%202022%20(Unaudited)%20and%20December%2031%2C%202021) | Metric | June 30, 2022 (Unaudited) | December 31, 2021 | |:------------------------------------------------|:--------------------------|:------------------| | **ASSETS** | | | | Cash | $1,239 | $5,403 | | Prepaid expenses | $168,369 | $124,157 | | Total Current Assets | $169,608 | $129,560 | | Cash and marketable securities in Trust Account | $49,391,071 | $117,931,556 | | Total Assets | $49,560,679 | $118,061,116 | | **LIABILITIES AND STOCKHOLDERS' DEFICIT** | | | | Accounts payable and accrued expenses | $857,524 | $598,447 | | Note payable due Sponsor | $886,975 | — | | Due to Sponsor | $2,321,122 | $1,198,315 | | Franchise taxes payable | $99,178 | $200,000 | | Total Current Liabilities | $4,164,799 | $1,996,762 | | Warrant liabilities | $2,762,250 | $7,108,500 | | Total Liabilities | $6,927,049 | $9,105,262 | | Common stock subject to possible redemption | $49,338,585 | $117,875,000 | | Total Stockholders' Deficit | $(6,704,955) | $(8,919,146) | - Total Assets decreased significantly from **$118.06 million** at December 31, 2021, to **$49.56 million** at June 30, 2022, primarily due to a reduction in cash and marketable securities held in the Trust Account[7](index=7&type=chunk) - Common stock subject to possible redemption decreased from **$117.88 million** to **$49.34 million**, reflecting significant shareholder redemptions[7](index=7&type=chunk) - Total Liabilities decreased from **$9.11 million** to **$6.93 million**, mainly driven by a decrease in warrant liabilities[7](index=7&type=chunk) [Unaudited Condensed Statements of Operations](index=3&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20ended%20June%2030%2C%202022%20and%202021) | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | |:------------------------------------------------|:---------------------------------|:---------------------------------|:-------------------------------|:-------------------------------| | Operating and formation costs | $101,896 | $458,673 | $1,086,990 | $679,021 | | Loss from operations | $101,896 | $458,673 | $1,086,990 | $679,021 | | Interest income | — | $209 | — | $687 | | Unrealized gain (loss) on marketable securities | $66,260 | $(2,597) | $119,144 | $15,591 | | Change in fair value of warrant liabilities | $846,250 | $(1,124,000) | $4,346,250 | $4,854,000 | | Total other income (loss) | $912,510 | $(1,126,388) | $4,465,394 | $4,870,278 | | Net income (loss) | $810,614 | $(1,585,061) | $3,378,404 | $4,191,257 | | Basic and diluted net income (loss) per share | $0.08 | $(0.11) | $0.27 | $0.29 | - The company reported a **net income of $810,614** for the three months ended June 30, 2022, a significant improvement from a net loss of **$1.59 million** in the prior year period, primarily driven by a gain in the fair value of warrant liabilities[10](index=10&type=chunk) - For the six months ended June 30, 2022, **net income was $3.38 million**, compared to **$4.19 million** in the same period of 2021, with the change in fair value of warrant liabilities being the primary driver[10](index=10&type=chunk) [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit%20for%20the%20Six%20Months%20ended%20June%2030%2C%202022%20and%202021) | Metric | January 1, 2022 | June 30, 2022 | |:----------------------------------------|:----------------|:--------------| | Total Stockholders' Deficit (Beginning) | $(8,919,146) | $(8,919,146) | | Accretion of Common Stock to redemption | $(1,164,213) | $(1,164,213) | | Net income | $3,378,404 | $3,378,404 | | Total Stockholders' Deficit (Ending) | $(6,704,955) | $(6,704,955) | - The total stockholders' deficit improved from **$(8.92 million)** at January 1, 2022, to **$(6.70 million)** at June 30, 2022, primarily due to net income partially offset by accretion of common stock to redemption value[12](index=12&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20ended%20June%2030%2C%202022%20and%202021) | Cash Flow Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | |:----------------------------------------|:-------------------------------|:-------------------------------| | Net cash used in operating activities | $(1,000,140) | $(526,786) | | Net cash provided by investing activities | $68,659,629 | — | | Net cash used in financing activities | $(67,663,653) | — | | Net Change in Cash | $(4,164) | $(526,786) | | Cash – End of period | $1,239 | $167,032 | - Net cash used in operating activities increased to **$(1.00 million)** for the six months ended June 30, 2022, from **$(526,786)** in the prior year[16](index=16&type=chunk) - Investing activities provided **$68.66 million** in cash, primarily from cash withdrawn from the Trust Account for redeeming shareholders, which was zero in the prior year[16](index=16&type=chunk) - Financing activities used **$(67.66 million)** in cash, mainly due to the redemption of common stock, which was zero in the prior year[16](index=16&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=6&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [Note 1 — Description of Organization and Business Operations](index=7&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) - Breeze Holdings Acquisition Corp. is a blank check company (SPAC) incorporated in Delaware on June 11, 2020, formed to effect a business combination[19](index=19&type=chunk) - The company has not commenced operations and generates non-operating income from interest on Trust Account proceeds and changes in warrant fair value[21](index=21&type=chunk) - The Initial Public Offering (IPO) on November 25, 2020, generated **$115 million**, with **$115 million** placed in a Trust Account, along with **$1.73 million** from Private Placement Warrants[22](index=22&type=chunk)[24](index=24&type=chunk) - On January 26, 2022, the company entered into a Business Combination Agreement with D-Orbit S.p.A., an Italian company, which would result in Holdco becoming the NASDAQ-listed parent company[40](index=40&type=chunk)[42](index=42&type=chunk) - In connection with an extension proposal on May 5, 2022, **6,732,987 shares** were redeemed for **$69.70 million**, leaving approximately **$49.3 million** in the Trust Account[36](index=36&type=chunk)[37](index=37&type=chunk) - The company faces substantial doubt about its ability to continue as a going concern due to significant costs and the need to complete a business combination by September 26, 2022[38](index=38&type=chunk)[56](index=56&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are prepared in accordance with GAAP for interim information and SEC Regulation S-X, with certain disclosures condensed or omitted[59](index=59&type=chunk)[60](index=60&type=chunk) - The company is an 'emerging growth company' (EGC) and has elected to use the extended transition period for complying with new or revised financial accounting standards[62](index=62&type=chunk)[63](index=63&type=chunk) - Common stock subject to possible redemption is classified outside of permanent equity, and changes in redemption value are recognized immediately[69](index=69&type=chunk)[70](index=70&type=chunk) - Warrants are classified as derivative liabilities and measured at fair value at inception and each reporting date, with changes recognized in the statements of operations[74](index=74&type=chunk) - Net income (loss) per share is computed by dividing net income by the weighted-average number of common shares outstanding, treating redeemable and non-redeemable shares as one class[77](index=77&type=chunk) [Note 3 — Initial Public Offering](index=17&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) - The IPO on November 25, 2020, involved the sale of **11,500,000 units** at **$10.00 per unit**, generating **$115,000,000**[88](index=88&type=chunk) - Each unit included one share of common stock, one right to receive 1/20th of a common share, and one redeemable public warrant exercisable at **$11.50 per share**[88](index=88&type=chunk) - Public Warrants become exercisable 30 days after business combination or 18 months from IPO closing, expiring five years after business combination or earlier upon redemption/liquidation[88](index=88&type=chunk) [Note 4 — Private Placement](index=17&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) - Simultaneously with the IPO, the Sponsor purchased **5,425,000 Private Placement Warrants** at **$1.00 each**, totaling **$5.43 million**[89](index=89&type=chunk) - Proceeds from Private Placement Warrants were added to the Trust Account[89](index=89&type=chunk) - If a business combination is not completed, Private Placement Warrants will expire worthless[89](index=89&type=chunk) [Note 5 — Related Party Transactions](index=17&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) - The Sponsor initially purchased **100 Founder Shares** for **$25,000**, which became **2,875,000 shares** after a stock split[90](index=90&type=chunk) - Four independent directors purchased **100,000 Founder Shares** from the Sponsor for **$10 total**, resulting in a compensation expense of **$401,000** recorded on July 6, 2021[94](index=94&type=chunk)[95](index=95&type=chunk) - The company pays an affiliate of the Sponsor **$5,000 per month** for administrative support, incurring **$30,000** for the six months ended June 30, 2022[96](index=96&type=chunk) - The Sponsor provided two non-interest bearing promissory notes, each for **$1.15 million**, to extend the business combination deadline to May 25, 2022, and then to September 26, 2022[100](index=100&type=chunk) [Note 6 — Commitments](index=19&type=section&id=Note%206%20%E2%80%94%20Commitments) - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants have registration and stockholder rights[104](index=104&type=chunk) - The underwriters fully exercised their over-allotment option on November 25, 2020, purchasing an additional **1,500,000 units**[107](index=107&type=chunk) - The company will pay I-Bankers Securities, Inc. a business combination marketing fee of **$3.16 million** upon consummation of a business combination[108](index=108&type=chunk) [Note 7 – Warrants](index=20&type=section&id=Note%207%20%E2%80%93%20Warrants) - Public Warrants are exercisable for whole shares at **$11.50**, becoming exercisable 30 days after business combination or 12 months from IPO, expiring five years after business combination[109](index=109&type=chunk) - The company may call Public Warrants for redemption at **$0.01 per warrant** if the common stock price exceeds **$18.00** for 20 trading days within a 30-day period[114](index=114&type=chunk) - Private Placement Warrants, purchased by the Sponsor and I-Bankers Securities, are non-transferable and non-redeemable by the company as long as held by original holders or permitted transferees[119](index=119&type=chunk)[120](index=120&type=chunk)[122](index=122&type=chunk) - As of June 30, 2022, there were **11,500,000 Public Warrants** and **5,425,000 Private Placement Warrants** outstanding, classified as warrant liabilities[124](index=124&type=chunk) - The company recognized gains of **$4.35 million** and **$4.85 million** from changes in the fair value of warrant liabilities for the six months ended June 30, 2022 and 2021, respectively[125](index=125&type=chunk) [Note 8 — Stockholder's Deficit](index=22&type=section&id=Note%208%20%E2%80%94%20Stockholder's%20Deficit) - The company is authorized to issue **1,000,000 shares** of preferred stock, but none were issued or outstanding as of June 30, 2022, and December 31, 2021[126](index=126&type=chunk) - **100,000,000 shares** of common stock are authorized, with **3,140,000 shares** issued and outstanding (excluding redeemable shares) as of June 30, 2022, and December 31, 2021[127](index=127&type=chunk) - Each holder of a Right will automatically receive one-twentieth (1/20) of a common stock share upon consummation of a Business Combination, provided the company is the surviving entity[128](index=128&type=chunk) [Note 9 — Fair Value Measurements](index=23&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20Measurements) | Description | June 30, 2022 (Level 1) | June 30, 2022 (Level 3) | December 31, 2021 (Level 1) | December 31, 2021 (Level 3) | |:------------------------------------------------|:------------------------|:------------------------|:----------------------------|:----------------------------| | Marketable securities in Trust Account | $49,391,071 | — | $117,931,556 | — | | Warrant liability - Public Warrants | $1,840,000 | — | $4,830,000 | — | | Warrant liability - Private Placement Warrants | — | $922,250 | — | $2,278,500 | - Public Warrants are classified as Level 1 fair value measurements due to observable market quotes, while Private Placement Warrants are Level 3, valued using a Modified Black-Scholes model with unobservable inputs[132](index=132&type=chunk)[133](index=133&type=chunk) Private Placement Warrants Valuation Inputs | Input | June 30, 2022 | December 31, 2021 | |:-------------------------------------------|:--------------|:------------------| | Stock price | $10.27 | $10.21 | | Strike price | $11.50 | $11.50 | | Probability of completing Business Combination | 21.5% | 100% | | Term (in years) | 5.25 | 5.40 | | Volatility | 6.0% | 6.7% | | Risk-free rate | 3.01% | 1.3% | | Fair value of warrants | $0.17 | $0.42 | [Note 10 — Interim Income Tax](index=24&type=section&id=Note%2010%20%E2%80%94%20Interim%20Income%20Tax) - The company's effective tax rate for the three and six months ended June 30, 2022, and 2021 was **0.0%**[137](index=137&type=chunk) - The **0.0% effective tax rate** differs from the statutory **21%** due to non-taxable gains/losses from warrant liabilities, non-deductible transaction costs, and a full valuation allowance on deferred tax assets[137](index=137&type=chunk) - The company used a discrete effective tax rate method for the three and six months ended June 30, 2022, due to uncertainty in estimating annual pretax earnings[137](index=137&type=chunk) [Note 11 — Subsequent Events](index=25&type=section&id=Note%2011%20%E2%80%94%20Subsequent%20Events) - On July 28, 2022, the Securities Purchase Agreement for a **$30 million** Original Issue Discount Convertible Debenture financing with ATW Partners, LLC was terminated[140](index=140&type=chunk)[141](index=141&type=chunk) - In connection with the termination, the Debenture Investor refunded a portion of a commitment fee to D-Orbit[141](index=141&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, highlighting its status as a blank check company, the impact of the D-Orbit business combination, and liquidity challenges. It reiterates the financial performance drivers and outlines the critical accounting policies [Special Note Regarding Forward-Looking Statements](index=26&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially[144](index=144&type=chunk) - Readers are advised to refer to the Risk Factors section of the Annual Report on Form 10-K for important factors affecting actual results[144](index=144&type=chunk) [Overview](index=26&type=section&id=Overview) - Breeze Holdings Acquisition Corp. is a blank check company formed to effect a business combination[145](index=145&type=chunk) - As of June 30, 2022, the company had **$1,239** in cash and a negative working capital deficit of **$3.90 million**, raising concerns about its ability to successfully complete an initial business combination[146](index=146&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) - The company has not generated operating revenues to date, with activities focused on organizational tasks, IPO preparation, and identifying a target for a business combination[147](index=147&type=chunk) - For the three months ended June 30, 2022, **net income was $810,614**, primarily due to an **$846,250 gain** on change in fair value of warrant liabilities[148](index=148&type=chunk) - For the six months ended June 30, 2022, **net income was $3.38 million**, driven by a **$4.35 million gain** on change in fair value of warrant liabilities[151](index=151&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) - Following the IPO and private placement, **$116.73 million** was placed in the Trust Account[154](index=154&type=chunk) - As of June 30, 2022, the Trust Account held **$49.39 million** after **$69.70 million** in shareholder redemptions and **$109,000** for tax payments[155](index=155&type=chunk) - The company had **$1,239** in cash outside the Trust Account and a working capital deficit of **$3.90 million** as of June 30, 2022[159](index=159&type=chunk) - The Sponsor provided two non-interest bearing promissory notes totaling **$2.30 million** to extend the business combination deadline[162](index=162&type=chunk)[163](index=163&type=chunk) - The company's ability to continue as a going concern is in substantial doubt, requiring additional funds or successful completion of a business combination[164](index=164&type=chunk) [Off-Balance Sheet Arrangements](index=28&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company did not have any off-balance sheet arrangements as of June 30, 2022, and December 31, 2021[165](index=165&type=chunk) [Contractual obligations](index=28&type=section&id=Contractual%20obligations) - The company has two unsecured, non-interest bearing promissory notes from the Sponsor, each for **$1.15 million**, due upon business combination or September 26, 2022[166](index=166&type=chunk)[167](index=167&type=chunk) - The company pays **$5,000 monthly** for administrative services and incurred D&O insurance premiums of **$11,697 monthly** until February 28, 2022[168](index=168&type=chunk) - A business combination marketing fee of **$3.16 million** is payable to underwriters upon completion of a business combination[170](index=170&type=chunk) [Critical Accounting Policies](index=29&type=section&id=Critical%20Accounting%20Policies) - Key accounting policies include the treatment of warrant liabilities as derivatives measured at fair value, representative and consultant shares as deferred offering costs, and common stock subject to redemption as temporary equity[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) - Net income per share calculation treats redeemable and non-redeemable common stock as one class[175](index=175&type=chunk) - As an Emerging Growth Company, the company has elected the extended transition period for new accounting standards[177](index=177&type=chunk) - The company is evaluating the impact of ASU 2020-06, which simplifies accounting for certain financial instruments, but does not anticipate initial changes to financial statements[179](index=179&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Breeze Holdings Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[180](index=180&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting. Management concluded that disclosure controls were not effective due to a material weakness in accounting for complex financial instruments, and plans to enhance processes to address this [Evaluation of Disclosure Controls and Procedures](index=30&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - As of June 30, 2022, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective[182](index=182&type=chunk) - The ineffectiveness is attributed to a material weakness in internal control over financial reporting related to the accounting for complex financial instruments[182](index=182&type=chunk)[184](index=184&type=chunk) [Management's Report on Internal Controls Over Financial Reporting](index=31&type=section&id=Management's%20Report%20on%20Internal%20Controls%20Over%20Financial%20Reporting) - Management assessed the effectiveness of internal control over financial reporting as of June 30, 2022, using COSO criteria[186](index=186&type=chunk) - Management determined that the company did not maintain effective internal control over financial reporting due to the identified material weakness[186](index=186&type=chunk) - This report does not include an attestation report from the independent registered public accounting firm due to the company's emerging growth company status[187](index=187&type=chunk) [Changes in Internal Control over Financial Reporting](index=31&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[188](index=188&type=chunk) - The company plans to enhance processes, including improved access to accounting literature and increased communication, to address the material weakness in accounting for complex financial instruments[188](index=188&type=chunk) [PART II. OTHER INFORMATION](index=31&type=section&id=Part%20II.%20Other%20Information) [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the reporting date - There are no legal proceedings[192](index=192&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section highlights new and existing risk factors, including the potential impact of global conflicts (Ukraine and Russia) on the company's ability to complete a business combination, and the adverse effects of proposed SEC rules on SPAC transactions - The conflict between Ukraine and Russia may impact global capital markets, money transfer, currency exchange rates, and infrastructure, potentially hindering the completion of a business combination[194](index=194&type=chunk) - Proposed SEC rules (issued March 30, 2022) could impose additional disclosure requirements, amend financial statement requirements, and increase potential liability for SPAC transactions, potentially adversely affecting the business and increasing costs[197](index=197&type=chunk) - No other material changes to risk factors were disclosed since the annual report on Form 10-K filed on March 11, 2022[198](index=198&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - There were no unregistered sales of equity securities and use of proceeds[200](index=200&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[201](index=201&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[203](index=203&type=chunk) [Item 5. Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report[205](index=205&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including certifications and XBRL taxonomy documents - Key exhibits include certifications of the Principal Executive Officer and Principal Financial Officer (31.1, 32.1) and Inline XBRL Instance Document and Taxonomy Extension Documents (101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE)[207](index=207&type=chunk) [PART III. SIGNATURES](index=33&type=section&id=Part%20III.%20Signatures) [SIGNATURES](index=34&type=section&id=SIGNATURES) The report was signed on August 10, 2022, by J. Douglas Ramsey, Chief Executive Officer and Chief Financial Officer of Breeze Holdings Acquisition Corp - The report was signed on August 10, 2022, by J. Douglas Ramsey, Chief Executive Officer and Chief Financial Officer[213](index=213&type=chunk)

Financial Position - As of March 31, 2022, the company had cash and marketable securities held in the Trust Account totaling $119,134,439, including approximately $109,439 of interest income and unrealized gains [158]. - The company had a negative working capital deficit of $3,752,980 as of March 31, 2022, compared to a deficit of $1,667,202 as of December 31, 2021 [162]. - The company has received loans from the Sponsor totaling $1,150,000 to extend the deadline for consummating a business combination [165][166]. Profitability - For the three months ended March 31, 2022, the company reported a net income of $2,567,790, primarily due to a gain on the change in fair value of warrant liabilities amounting to $3,500,000 [153]. - The company incurred operating and formation costs of $985,093 during the same period, impacting overall profitability [153]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [152]. Initial Public Offering - The company completed its Initial Public Offering on November 25, 2020, raising gross proceeds of $115,000,000 from the sale of 11,500,000 Units [156]. - Following the Initial Public Offering, the company incurred transaction costs totaling $4,099,907, which included $2,300,000 in underwriting fees [157]. Business Combination and Future Plans - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination and finance operations of the target business [161]. - The company anticipates incurring significant costs in pursuit of its acquisition plans, raising concerns about its ability to continue as a going concern [167]. Accounting Standards - The company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised accounting standards at the same time as private companies [180]. - The Financial Accounting Standards Board issued ASU 2020-06, effective January 1, 2024, which simplifies accounting for certain financial instruments and introduces additional disclosures for convertible debt [182]. - The company is currently evaluating the impact of ASU 2020-06 but does not anticipate any changes to its financial position, operations, or cash flows upon adoption [182]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [184].