UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K BREZW The Nasdaq Stock Market LLC (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BREEZE HOLDINGS ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-39718 85-1849315 (State or ...

[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 ...

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, 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) Securiti ...

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 ...