[Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) [Forward-Looking Statements Overview](index=4&type=section&id=Forward-Looking%20Statements%20Overview) This section identifies forward-looking statements, noting actual results may differ materially due to various factors, and the company does not commit to updating them - Forward-looking statements are identified by terms like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'plans,' 'may,' 'will,' 'potential,' 'projects,' 'predicts,' 'continue,' or 'should,' or their negatives[10](index=10&type=chunk) - Actual results may differ materially from expectations due to factors such as the ability to complete an initial business combination, success in retaining or recruiting key personnel, potential conflicts of interest, ability to obtain additional financing, and market liquidity[10](index=10&type=chunk) - The company does not undertake any obligation to update or revise forward-looking statements, except as required by applicable securities laws[11](index=11&type=chunk) [PART I](index=5&type=section&id=PART%20I) [Item 1. Business](index=5&type=section&id=Item%201%20Business) Breeze Holdings Acquisition Corp. is a blank check company formed in June 2020, targeting the North American energy sector, with a proposed business combination with D-Orbit, a space logistics company - Breeze Holdings Acquisition Corp. was incorporated on June 11, 2020, as a Delaware corporation[15](index=15&type=chunk) - The company's primary purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, focusing on the North American energy sector[15](index=15&type=chunk) - On January 26, 2022, Breeze entered into a Business Combination Agreement with D-Orbit S.p.A., a space logistics and transportation infrastructure pioneer. Upon consummation, D-Orbit S.A. (Holdco) would become the NASDAQ-listed parent company[26](index=26&type=chunk) Proposed Ownership Structure Post-Business Combination with D-Orbit | Shareholder Group | Pro Forma Ownership (approx.) | | :---------------- | :---------------------------- | | Former Breeze Stockholders | 11% | | Former D-Orbit Shareholders | 84% | [Overview](index=5&type=section&id=Overview) Breeze Holdings Acquisition Corp. is a blank check company established in June 2020, aiming to acquire a business in the North American energy sector, leveraging its experienced management team - The company was formed on June 11, 2020, as a Delaware corporation, to effect a business combination, primarily targeting assets in the North American natural gas, natural gas liquids, crude oil, or refined products sectors[15](index=15&type=chunk) - The management team, including J. Douglas Ramsey, Ph.D., Russell D. Griffin, and Charles C. Ross, P.E., possesses nearly 30 years of average experience in the energy industry, with a track record in acquisitions, divestitures, and capital markets[18](index=18&type=chunk)[19](index=19&type=chunk) - Management's strategy includes identifying fundamentally sound companies that can benefit from operational expertise, improved capital structures, and cost management, as demonstrated by their past success at EXCO Resources, Inc. and Saddle Operating, LLC[16](index=16&type=chunk)[20](index=20&type=chunk)[22](index=22&type=chunk) [Proposed Business Combination with D-Orbit](index=6&type=section&id=Proposed%20Business%20Combination%20with%20D-Orbit) Breeze Holdings Acquisition Corp. has entered into a Business Combination Agreement with D-Orbit S.p.A., an Italian space logistics company, which will result in D-Orbit S.A. (Holdco) becoming the NASDAQ-listed parent - On January 26, 2022, Breeze entered into a Business Combination Agreement with D-Orbit S.p.A., a space logistics and transportation infrastructure pioneer[26](index=26&type=chunk) - The Business Combination involves D-Orbit shareholders contributing their shares to Holdco in exchange for Holdco Shares, and Merger Sub merging into Breeze, with Breeze becoming a wholly-owned subsidiary of Holdco[27](index=27&type=chunk) Key Terms of Business Combination with D-Orbit | Item | Description | | :--- | :--- | | **Exchange Ratio** | $1.2 billion / (D-Orbit Shares outstanding * $10) | | **Breeze Common Stock** | Converts to one Holdco Share | | **Breeze Rights** | Converts to 1/20th of a Holdco Share | | **Breeze Warrants** | Assumed by Holdco, convertible to Holdco Shares at $11.50 exercise price | | **Debenture Financing** | $30,000,000 aggregate principal amount of Holdco's Original Issue Discount Convertible Debentures, convertible at $12.00 per share | | **PIPE Investment** | 550,000 newly issued Holdco Shares for approximately $5.5 million gross proceeds | [Business Strategy & Competitive Strengths](index=8&type=section&id=Business%20Strategy%20%26%20Competitive%20Strengths) Breeze's strategy is to identify, acquire, and build companies in the North American energy industry that can benefit from its management team's operational expertise and extensive network - The acquisition and value creation strategy is to identify, acquire, and build a company in the North American energy industry that complements the management team's experience and can benefit from their operational expertise[40](index=40&type=chunk) - The strategy leverages the management team's broad network of contacts and industry relationships, developed through extensive experience in investing and operating in the energy industry[41](index=41&type=chunk) - Key strategies for generating favorable returns include acquiring quality, producing assets with high working interests, providing development capital and expertise, leveraging proved developed reserves, and targeting assets with significant opportunities for cost improvements and new technology application[44](index=44&type=chunk)[45](index=45&type=chunk) [Acquisition Strategy](index=9&type=section&id=Acquisition%20Strategy) Breeze's acquisition strategy focuses on target businesses well-positioned for growth in key domestic basins, possessing significant proved developed producing reserves, and offering opportunities for improved financial performance - The company seeks to acquire businesses that are well-positioned to benefit from increased production, have significant proved developed producing reserves, and can generate substantial current free cash flow[46](index=46&type=chunk) - Target businesses should have the potential for significant growth in shareholder value, be at an inflection point requiring additional management expertise or innovation, and have leading positions within the energy industry[46](index=46&type=chunk) - A thorough due diligence review is conducted, involving meetings with management, document reviews, facility inspections, and leveraging the expertise of the management team and I-Bankers[49](index=49&type=chunk) [Initial Business Combination](index=10&type=section&id=Initial%20Business%20Combination) Breeze's initial business combination must be approved by a majority of independent directors and have an aggregate fair market value of at least 80% of the trust account assets - The initial business combination requires approval by a majority of independent directors and must have an aggregate fair market value of at least 80% of the assets held in the trust account[57](index=57&type=chunk) - The company will only complete an initial business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest[58](index=58&type=chunk) - Stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company if a substantial number of new shares are issued in exchange for the target's capital stock[60](index=60&type=chunk) [Our Business Combination Process](index=11&type=section&id=Our%20Business%20Combination%20Process) The business combination process involves thorough due diligence, assembling expert teams, rigorous research and analysis to determine intrinsic value, and implementing optimal operating and financial structures - The process includes conducting thorough due diligence, assembling industry and financial experts, and performing disciplined, bottom-up fundamental research and analysis[61](index=61&type=chunk)[62](index=62&type=chunk) - The management team aims to acquire target companies at attractive prices relative to their intrinsic value, evaluating future cash flow potential, industry valuation metrics, and precedent transactions[62](index=62&type=chunk) - Post-combination, the company intends to evaluate opportunities to enhance shareholder value by developing corporate strategies, opportunistically accessing capital markets, and identifying acquisition/divestiture opportunities[63](index=63&type=chunk) [Corporate Information](index=12&type=section&id=Corporate%20Information) Breeze Holdings Acquisition Corp. is an 'emerging growth company' under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements and an extended transition period for new accounting standards - The company is an 'emerging growth company' as defined by the JOBS Act[66](index=66&type=chunk) - As an emerging growth company, it is eligible for exemptions from auditor attestation requirements of Section 404 of Sarbanes-Oxley Act, reduced executive compensation disclosures, and exemptions from non-binding advisory votes on executive compensation[66](index=66&type=chunk) - The company intends to take advantage of the extended transition period for complying with new or revised financial accounting standards, allowing it to delay adoption until private companies are required to comply[67](index=67&type=chunk) [Status as a Public Company](index=12&type=section&id=Status%20as%20a%20Public%20Company) Breeze offers target businesses an alternative to a traditional IPO, providing greater access to capital, enhanced management incentives, and an increased public profile, which is considered more expeditious and cost-effective - Being a public company offers target businesses an alternative to traditional IPOs, providing greater access to capital and additional means of creating management incentives aligned with stockholders' interests[69](index=69&type=chunk) - The business combination method is considered more expeditious and cost-effective than a typical IPO, which involves significant expenses and longer timelines[70](index=70&type=chunk) - Public company status can augment a company's profile among potential new customers and vendors and aid in attracting talented employees[71](index=71&type=chunk) [Financial Position](index=12&type=section&id=Financial%20Position) As of December 31, 2021, Breeze had approximately **$117.9 million** in its trust account, providing flexibility for its initial business combination through various financing options Trust Account Balance (as of December 3

[Part I. Financial Information](index=2&type=section&id=Part%20I.%20Financial%20Information) [Condensed Financial Statements](index=2&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The unaudited interim financial statements detail the company's financial position, operations, and cash flows, emphasizing non-cash gains from warrant liabilities and restated prior financials [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of September 30, 2021, total assets were **$117.0 million**, liabilities decreased to **$9.3 million**, and stockholders' deficit improved to **$7.4 million** due to non-cash gains Condensed Balance Sheet Highlights (Unaudited) | Account | Sep 30, 2021 | Dec 31, 2020 (Restated) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $9,584 | $693,818 | | Cash and marketable securities held in Trust Account | $116,764,515 | $116,734,480 | | **Total Assets** | **$116,951,547** | **$117,588,539** | | **Liabilities & Stockholders' Deficit** | | | | Total Current Liabilities | $452,462 | $302,219 | | Warrant liabilities | $8,855,250 | $17,487,000 | | **Total Liabilities** | **$9,307,712** | **$17,812,511** | | Common stock subject to possible redemption | $115,000,000 | $115,000,000 | | **Total Stockholders' Deficit** | **($7,356,165)** | **($15,223,972)** | [Unaudited Condensed Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income for the three and nine months ended September 30, 2021, was **$3.6 million** and **$7.8 million** respectively, primarily driven by non-cash gains from warrant liabilities Statement of Operations Summary (Unaudited) | Description | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Operating and formation costs | ($190,570) | ($869,591) | | **Loss from operations** | **($190,570)** | **($869,591)** | | Change in fair value of warrant liabilities | $3,777,750 | $8,631,750 | | Other income (net) | $14,520 | $30,798 | | **Net income** | **$3,601,700** | **$7,792,957** | | **Basic and diluted net income per share** | **$0.25** | **$0.53** | [Unaudited Condensed Statement of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) Net cash used in operating activities was **$684,234** for the nine months ended September 30, 2021, with net income significantly adjusted for non-cash warrant liability gains Cash Flow Summary for Nine Months Ended Sep 30, 2021 (Unaudited) | Description | Amount | | :--- | :--- | | Net income | $7,792,957 | | Change in fair value of warrant liabilities | ($8,631,750) | | **Net cash used in operating activities** | **($684,234)** | | Cash – Beginning of period | $693,818 | | **Cash – End of period** | **$9,584** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's SPAC nature, IPO, related party transactions, financial statement restatement, warrant accounting, and a sponsor-funded business combination extension - The company is a blank check company formed for a business combination, with all activity related to its formation, IPO, and target search[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - Financial statements were **restated** to classify redeemable common stock as temporary equity and correct offering cost accounting, significantly impacting stockholders' equity presentation[42](index=42&type=chunk)[43](index=43&type=chunk) - The sponsor deposited **$1,150,000** into the trust account as a non-interest-bearing loan to extend the business combination deadline to **February 25, 2022**[31](index=31&type=chunk)[118](index=118&type=chunk) - A **going concern uncertainty** exists due to significant costs and dependence on completing a business combination, which management plans to address via the combination and potential sponsor loans[37](index=37&type=chunk)[38](index=38&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, with financial results driven by non-operating activities like warrant liability changes, limited liquidity, and a going concern uncertainty related to business combination completion Results of Operations Summary | Period | Net Income | Key Drivers | | :--- | :--- | :--- | | **Three months ended Sep 30, 2021** | $3.6 million | $3.8M gain on warrant liabilities, offset by $191k operating costs | | **Nine months ended Sep 30, 2021** | $7.8 million | $8.6M gain on warrant liabilities, offset by $870k operating costs | - As of September 30, 2021, the company held **$116,764,515** in the Trust Account and **$9,584** in cash outside for working capital[128](index=128&type=chunk)[134](index=134&type=chunk)[138](index=138&type=chunk) - The sponsor or affiliates may provide non-obligatory loans, convertible into warrants, to fund working capital deficiencies[139](index=139&type=chunk) - Critical accounting policies include fair value accounting for warrants as liabilities and classifying public shares as common stock subject to possible redemption outside permanent equity[146](index=146&type=chunk)[147](index=147&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures regarding market risk - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[152](index=152&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective due to a material weakness in accounting for complex financial instruments, leading to restatements, with remediation plans underway - Disclosure controls and procedures were **ineffective** as of September 30, 2021[153](index=153&type=chunk) - A **material weakness** in internal control over financial reporting was identified regarding complex financial instruments, leading to financial statement restatements[153](index=153&type=chunk)[154](index=154&type=chunk) - The company plans to remediate the material weakness by enhancing accounting literature access and increasing communication with professionals[155](index=155&type=chunk) [Part II. Other Information](index=30&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - There are no legal proceedings to report[160](index=160&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors have occurred since the last annual report filing - No material changes to risk factors have occurred since the last annual report filing[161](index=161&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[163](index=163&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reported no other information required to be disclosed under this item - None[168](index=168&type=chunk)

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 June 30, 2021 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. (Former name, former address and former fiscal year, if changed since last report) Securitie ...

[Part I. Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This section provides the unaudited condensed financial statements and management's discussion and analysis for the quarter ended March 31, 2021 [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Q1 2021, including balance sheets, operations, equity, cash flows, and comprehensive notes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) This table presents the company's financial position, including assets, liabilities, and equity, as of March 31, 2021 | Metric | March 31, 2021 (Unaudited) ($) | December 31, 2020 ($) | | :--------------------------------------- | :------------------------- | :---------------- | | Cash | $345,852 | $693,818 | | Total Current Assets | $597,302 | $830,767 | | Cash & Marketable Securities held in Trust Account | $116,752,668 | $116,734,480 | | TOTAL ASSETS | $117,349,970 | $117,588,539 | | Total Current Liabilities | $213,774 | $227,369 | | Warrant Liabilities | $11,509,000 | $17,487,000 | | Total Liabilities | $11,722,774 | $17,737,661 | | Common Stock Subject to Possible Redemption | $100,627,190 | $94,850,876 | [Condensed Statement of Operations](index=4&type=section&id=Condensed%20Statement%20of%20Operations%20(Unaudited)) This table details the company's revenues, expenses, and net income for the quarter ended March 31, 2021 | Metric | Amount ($) | | :------------------------------------------ | :---------- | | Operating and formation costs | $220,348 | | Loss from operations | $220,348 | | Interest income | $478 | | Unrealized gain on marketable securities held in Trust Account | $18,188 | | Change in fair value of warrant liabilities | $5,978,000 | | Total other income | $5,996,666 | | Net Income | $5,776,318 | | Basic and diluted net earnings per share, Redeemable Common Stock | $0.00 | | Basic and diluted net loss per share, Non-Redeemable Common Stock | $(0.04) | [Condensed Statement of Changes in Stockholders' Equity](index=5&type=section&id=Condensed%20Statement%20Changes%20in%20Stockholders'%20Equity%20(Unaudited)) This table outlines changes in the company's equity, including common stock and retained earnings, for the period | Item | Common Shares | Common Stock ($) | Additional Paid Capital ($) | Retained Earnings ($) | Total Stockholders' Equity ($) | | :------------------------------------------ | :------------ | :--------------- | :-------------------------- | :-------------------- | :----------------------------- | | Balance – January 1, 2021 | 5,280,087 | 529 | 583,698 | 4,415,775 | 5,000,002 | | Common stock subject to possible redemption | (569,096) | (58) | (5,776,256) | — | (5,776,314) | | Reclassify negative portion of additional paid-in capital | — | — | 5,192,558 | (5,192,558) | — | | Net income | — | — | — | 5,776,318 | 5,776,318 | | Balance – March 31, 2021 | 4,710,991 | 471 | — | 4,999,535 | 5,000,006 | [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows%20(Unaudited)) This table summarizes cash flows from operating, investing, and financing activities for the period | Metric | Amount ($) | | :---------------------------------------------------------------- | :---------- | | Net income | $5,776,318 | | Unrealized gain on marketable securities held in Trust Account | $(18,188) | | Change in fair value of warrant liabilities | $(5,978,000) | | Net cash used in operating activities | $(347,966) | | Cash – Beginning of period | $693,818 | | Cash – End of period | $345,852 | | Non-Cash: Change in value of common stock subject to possible redemption | $5,776,314 | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) This section provides detailed explanations of the company's business, accounting policies, and financial instruments [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) This note describes the company's formation as a blank check company, its IPO, and its business combination objective - Breeze Holdings Acquisition Corp. is a blank check company incorporated on June 11, 2020, for the purpose of effecting a business combination[18](index=18&type=chunk) - The company consummated its Initial Public Offering (IPO) of **11,500,000 units** on November 25, 2020, generating gross proceeds of **$115,000,000**[21](index=21&type=chunk) - Simultaneously with the IPO, **5,425,000 private placement warrants** were sold to the Sponsor for **$5,425,000**[22](index=22&type=chunk) - A total of **$116,725,000** from the IPO and private placement was placed in a Trust Account, invested in U.S. government securities[23](index=23&type=chunk) - Transaction costs for the IPO amounted to **$2,777,557**, including **$2,300,000** in underwriting fees[24](index=24&type=chunk) - As of March 31, 2021, the company had **$345,852** in cash held outside the Trust Account for working capital[24](index=24&type=chunk) - The company must complete a Business Combination by **November 25, 2021**, with a possible **6-month extension**[31](index=31&type=chunk) - As of March 31, 2021, the Company had **$345,852** in cash outside the Trust Account and working capital of **$383,528**[35](index=35&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines key accounting principles applied, including policies for warrants and common stock - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC regulations[40](index=40&type=chunk) - The company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new accounting standards[42](index=42&type=chunk)[43](index=43&type=chunk) - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value[49](index=49&type=chunk) - Warrants are recorded as derivative liabilities at fair value, with changes recognized in the Statement of Operations[51](index=51&type=chunk) - Net earnings (loss) per share is computed using the two-class method for redeemable and non-redeemable common stock[56](index=56&type=chunk) Net Earnings (Loss) Per Share | Metric | Redeemable Common Stock ($) | Non-Redeemable Common Stock ($) | | :---------------------------------------------------------------- | :---------------------- | :-------------------------- | | Net earnings (loss) | $0 | $(201,682) | | Weighted average shares outstanding | 9,914,009 | 4,710,991 | | Basic and diluted net earnings (loss) per share | $(0.00) | $(0.04) | [Note 3 — Initial Public Offering](index=13&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note details the terms and proceeds of the company's IPO, including units, common stock, and public warrants - The Company sold **11,500,000 Units** at **$10.00 per Unit**, with each Unit consisting of one share of common stock, one right, and one Public Warrant[63](index=63&type=chunk) - Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of **$11.50 per whole share**[63](index=63&type=chunk) [Note 4 — Private Placement](index=13&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement of warrants to the Sponsor, including their terms and proceeds - The Sponsor purchased **5,425,000 Private Placement Warrants** at **$1.00 per warrant**, totaling **$5,425,000**[64](index=64&type=chunk) - A portion of the proceeds from the Private Placement Warrants was added to the Trust Account[64](index=64&type=chunk) - Each Private Placement Warrant is exercisable to purchase one share of common stock at **$11.50 per share**[64](index=64&type=chunk) [Note 5 — Related Party Transactions](index=13&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note details transactions with related parties, including founder shares, administrative services, and potential loans - The Sponsor purchased **100 Founder Shares** for **$25,000** in June 2020, which became **2,875,000 shares** after a stock split[65](index=65&type=chunk) - Founder Shares are subject to forfeiture to ensure the Sponsor owns **20%** of outstanding shares post-IPO[66](index=66&type=chunk) - A **$300,000 promissory note** from the Sponsor to cover IPO expenses was repaid by November 25, 2020[70](index=70&type=chunk) - The Company pays an affiliate of the Sponsor **$5,000 per month** for administrative support services[71](index=71&type=chunk) - The Sponsor or affiliates may provide 'Working Capital Loans' convertible into warrants identical to Private Placement Warrants[72](index=72&type=chunk) [Note 6 — Commitments](index=14&type=section&id=Note%206%20%E2%80%94%20Commitments) This note outlines the company's contractual obligations, including registration rights and deferred underwriting fees - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans are entitled to registration and stockholder rights[73](index=73&type=chunk) - Underwriters are entitled to a deferred fee of **$3,162,500**, payable from the Trust Account only upon completion of a Business Combination[74](index=74&type=chunk) [Note 7 – Warrant Liabilities](index=14&type=section&id=Note%207%20%E2%80%93%20Warrant%20Liabilities) This note details the terms, exercisability, and redemption conditions of public and private placement warrants - Public Warrants become exercisable on the later of **30 days** after a Business Combination or **12 months** from the IPO closing, expiring **five years** after a Business Combination[75](index=75&type=chunk)[76](index=76&type=chunk) - The Company may redeem Public Warrants at **$0.01 per warrant** if the common stock price equals or exceeds **$18.00** for **20 trading days** within a **30-trading day period**[79](index=79&type=chunk) - Private Placement Warrants are identical to Public Warrants but are non-transferable, non-assignable, and non-redeemable as long as held by initial purchasers or permitted transferees[83](index=83&type=chunk) - As of March 31, 2021, there were **11,500,000 Public Warrants** and **5,425,000 Private Placement Warrants** outstanding[84](index=84&type=chunk) - Warrants are recorded as derivative liabilities at fair value, with changes recognized in the statement of operations[85](index=85&type=chunk) [Note 8 — Stockholder's Equity](index=16&type=section&id=Note%208%20%E2%80%94%20Stockholder's%20Equity) This note provides information on the company's authorized and outstanding shares of preferred and common stock - The Company is authorized to issue **1,000,000 shares** of preferred stock (**$0.0001 par value**); no shares were issued or outstanding as of March 31, 2021[86](index=86&type=chunk) - The Company is authorized to issue **100,000,000 shares** of common stock (**$0.0001 par value**)[87](index=87&type=chunk) - As of March 31, 2021, **4,710,991 shares** of common stock were issued and outstanding, excluding **9,914,009 shares** subject to possible redemption[87](index=87&type=chunk) [Note 9 — Fair Value Measurements](index=16&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20Measurements) This note explains the company's fair value measurement methodology for assets and liabilities, especially warrant liabilities - The Company applies ASC Topic 820 for fair value measurement, classifying assets and liabilities into a three-level hierarchy based on observability of inputs[88](index=88&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) Fair Value Hierarchy | Description | March 31, 2021 ($) | December 31, 2020 ($) | Level | | :------------------------------------------ | :------------- | :---------------- | :---- | | Cash and marketable securities held in Trust Account | $116,752,668 | $116,734,480 | 1 | | Public Warrants | $7,820,000 | $11,845,000 | 1 | | Private Placement Warrants | $3,689,000 | $5,642,000 | 3 | | Total warrant liabilities | $11,509,000 | $17,487,000 | | - Public Warrants are classified as **Level 1** due to observable market quotes, while Private Placement Warrants are **Level 3**, valued using a Modified Black-Scholes model[92](index=92&type=chunk)[93](index=93&type=chunk) Valuation Inputs for Private Placement Warrants | Input | As of March 31, 2021 | As of December 31, 2020 | | :------------------------------------------ | :------------------- | :---------------------- | | Stock price | $9.95 | $10.15 | | Strike price | $11.50 | $11.50 | | Probability of completing a Business Combination | 90% | 88% | | Dividend yield | — | — | | Term (in years) | 5.34 | 5.98 | | Volatility | 12.3% | 15.9% | | Risk-free rate | 1.0% | 0.5% | | Fair value of warrants | $0.68 | $1.04 | Changes in Warrant Liabilities | Item | Private Placement ($) | Public ($) | Total Warrant Liabilities ($) | | :------------------------------------------ | :---------------- | :------------- | :------------------------ | | Fair value as of December 31, 2020 | $5,642,000 | $11,845,000 | $17,487,000 | | Change in valuation inputs or other assumptions | $(1,953,000) | $(4,025,000) | $(5,978,000) | | Fair value as of March 31, 2021 | $3,689,000 | $7,820,000 | $11,509,000 | [Note 10 — Subsequent Events](index=18&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) This note confirms no subsequent events requiring adjustment or disclosure were identified after the reporting period - The Company did not identify any subsequent events requiring adjustment or disclosure in the condensed financial statements[97](index=97&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of financial condition and operations, focusing on its blank check status and key accounting policies [Special Note Regarding Forward-Looking Statements](index=19&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This note advises that the report contains forward-looking statements subject to risks and uncertainties, with no update obligation - The Quarterly Report includes forward-looking statements that involve risks and uncertainties, and the Company disclaims any obligation to update or revise them[100](index=100&type=chunk) [Overview](index=19&type=section&id=Overview) This section describes the company as a blank check entity formed to effect a business combination - Breeze Holdings Acquisition Corp. is a blank check company formed on June 11, 2020, to effect a business combination using cash from IPO proceeds, capital stock, debt, or a combination[101](index=101&type=chunk) - Issuing additional shares could significantly dilute equity, subordinate rights, or cause a change of control[102](index=102&type=chunk) - Issuing debt securities could lead to default, inability to pay dividends, or limitations on financial flexibility[103](index=103&type=chunk)[105](index=105&type=chunk) - As of March 31, 2021, the Company had **$345,852** in cash and working capital of **$432,843**[106](index=106&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) This section discusses financial performance, noting no operating revenues and net income primarily from warrant valuation changes - The Company has not generated operating revenues; activities are focused on formation, IPO, and identifying a target for a Business Combination[107](index=107&type=chunk) - Net income for the three months ended March 31, 2021, was **$5,776,318**, primarily due to a **$5,978,000** change in the fair value of warrant liabilities[108](index=108&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's cash position, sources of funds from IPO and private placement, and capital allocation - The Initial Public Offering generated **$115,000,000**, and the private placement of warrants generated **$5,425,000**[109](index=109&type=chunk) - A total of **$116,725,000** was placed in the Trust Account following the IPO and private placement[110](index=110&type=chunk) - As of March 31, 2021, **$116,752,668** in cash and marketable securities were held in the Trust Account[111](index=111&type=chunk) - Cash used in operating activities for the three months ended March 31, 2021, was **$347,966**[112](index=112&type=chunk) - Funds in the Trust Account are primarily for the Business Combination, while **$345,852** held outside is for identifying and evaluating target businesses[114](index=114&type=chunk)[115](index=115&type=chunk) - Initial stockholders or affiliates may loan funds for working capital, with up to **$1,000,000** convertible into warrants[116](index=116&type=chunk) [Off-Balance Sheet Arrangements](index=21&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that the company had no off-balance sheet arrangements as of the reporting date - The Company did not have any off-balance sheet arrangements as of March 31, 2021[118](index=118&type=chunk) [Contractual obligations](index=21&type=section&id=Contractual%20obligations) This section outlines the company's commitments, including administrative fees and deferred underwriting compensation - The Company has an agreement to pay an affiliate of the Sponsor **$5,000 per month** for office space and administrative support services[119](index=119&type=chunk) - Underwriters are entitled to a deferred fee of **$3,162,500**, payable from the Trust Account upon completion of a Business Combination[120](index=120&type=chunk) [Critical Accounting Policies](index=21&type=section&id=Critical%20Accounting%20Policies) This section describes the most significant accounting policies, including those for warrants and common stock [Warrant Liabilities](index=22&type=section&id=Warrant%20Liabilities) This policy details the accounting treatment of warrants as derivative liabilities at fair value - Warrants are accounted for as derivative liabilities at fair value, with changes recognized in the Statement of Operations, as they do not meet equity classification criteria under ASC 815-40[123](index=123&type=chunk) [Common stock subject to possible redemption](index=22&type=section&id=Common%20stock%20subject%20to%20possible%20redemption) This policy explains the classification of redeemable common stock as temporary equity at redemption value - Common stock subject to possible redemption is classified as temporary equity at redemption value, as redemption rights are outside the Company's control[124](index=124&type=chunk) [Net income (loss) per share of common stock](index=22&type=section&id=Net%20income%20(loss)%20per%20share%20of%20common%20stock) This policy describes the two-class method for calculating earnings per share, excluding redeemable common stock - The two-class method is applied for earnings per share calculation, excluding redeemable common stock from basic EPS as they only participate in Trust Account earnings[125](index=125&type=chunk) [Recent accounting standards](index=22&type=section&id=Recent%20accounting%20standards) This policy states management's assessment that recent accounting pronouncements will not materially impact financial statements - Management does not believe that any recently issued, but not yet effective, accounting pronouncements would materially affect the condensed financial statements[126](index=126&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, Breeze Holdings Acquisition Corp. is not required to provide market risk disclosures - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[128](index=128&type=chunk) [Item 4. Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective due to a material weakness in warrant accounting, leading to restatement; remediation plans are underway - Disclosure controls and procedures were **not effective** as of March 31, 2021[130](index=130&type=chunk) - A material weakness in internal control over financial reporting existed, related to the accounting treatment for complex financial instruments (warrants)[131](index=131&type=chunk) - This material weakness resulted in the **restatement** of the Company's audited financial statements as of and for the period ended December 31, 2020[131](index=131&type=chunk) - The Company plans to enhance processes, access to accounting literature, and communication to remediate the material weakness[132](index=132&type=chunk) [Part II. Other Information](index=24&type=section&id=Part%20II.%20Other%20Information) This section provides additional disclosures on legal proceedings, risk factors, equity sales, defaults, and exhibits [Item 1. Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - No legal proceedings were reported[137](index=137&type=chunk) [Item 1A. Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the annual report on Form 10-K/A - No material changes to the risk factors disclosed in the annual report on Form 10-K/A filed on June 24, 2021[138](index=138&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=24&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported during the period - No unregistered sales of equity securities or use of proceeds were reported[140](index=140&type=chunk) [Item 3. Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[141](index=141&type=chunk) [Item 4. Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Mine Safety Disclosures are not applicable to the Company[143](index=143&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this section - No other information was reported[145](index=145&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with this Quarterly Report on Form 10-Q, including certifications and XBRL documents - Exhibits include certifications (**31.1, 32.1**) and XBRL Instance, Taxonomy Extension Calculation, Schema, Definition, Labels, and Presentation Linkbase Documents (**101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE**)[147](index=147&type=chunk) [Part III. Signatures](index=25&type=section&id=Part%20III.%20Signatures) This section contains the required signatures for the Form 10-Q, confirming its submission [Signatures](index=25&type=section&id=SIGNATURES) This section contains the required signatures for the Form 10-Q, confirming its submission - The report was signed by J. Douglas Ramsey, Chief Executive Officer and Chief Financial Officer, on **July 2, 2021**[150](index=150&type=chunk)

Table of Contents Title of Each Class: Trading Symbol: Name of Each Exchange on Which Registered: Common Stock, par value $0.0001 per share BREZ The Nasdaq Stock Market LLC Rights exchangeable into one-twentieth of one share of common stock BREZR The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share BREZW The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Ma ...