UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| OTCQX tier of the OTC Markets Group Inc. | ||||
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 17, 2025, Breeze Holdings Acquisition Corp. (the “Company”) received a notice from the Issuer Compliance Department of the OTC Markets Group stating that the Company is no longer in compliance with Section 2 of the Requirements for Continued Qualification of the OTCQX Rules for U.S. Companies, which requires compliance with Section 1.1(A) of the OTCQX Eligibility Criteria, requiring the Company to have (1) net tangible assets of $2,000,000, if the Company has been in continuous operation for at least three years, or $5,000,000, if the Company has been in continuous operation for less than three years; (2) average revenue of at least $6,000,000 for the last three years; or (3) a bid price of $5 per share as of the close of business on each of the 30 consecutive calendar days immediately preceding the Company’s application day, and as of the most recent fiscal year end have at least one of the following: (A) net income of $500,000; (B) net tangible assets of $1,000,000; (C) revenues of $2,000,000; or (D) total assets of $5,000,000. Unless the Company is able to cure this deficiency by June 13, 2025, then both the Company’s common stock and warrants, trading under the tickers “BRZH” and “BRZHW” respectively, will be moved from the OTCQX market. The Company is currently pursuing a business combination with YD Biopharma Limited that it expects to close prior to June 13, 2025. As a condition to that business combination, unless otherwise waived, the combined company is required to be listed on the NASDAQ Capital Markets as of the closing date.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BREEZE HOLDINGS ACQUISITION CORP. | ||
| By: | /s/ J. Douglas Ramsey | |
| Name: | J. Douglas Ramsey | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Dated: March 19, 2025
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