BREEZE HOLDINGS ACQUISITION CORP. : Amendments to the articles of association or regulations; Change of fiscal year, submission of questions to a vote of securityholders, financial statements and supporting documents (Form 8-K)

Section 5.03. Changes to Articles of Incorporation or Bylaws.

The information included in Section 5.07 of this Current Report on Form 8-K is incorporated by reference into this Section 5.03 to the extent required herein.

  Item 5.07. Submission of Matters to a Vote of Security Holders.



On May 5, 2022, Breeze Holdings Acquisition Corp. (the “Company”) held an extraordinary meeting of shareholders (the “Meeting”). At the Meeting, shareholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must complete a business combination ( the “extension”) of May 25, 2022 for
September 26, 2022. The affirmative vote of at least sixty-five percent (65%) of the Company’s outstanding common stock was required to approve the Charter amendment. The purpose of the charter amendment is to give the company more time to finalize its proposed business combination with D-Orbit SpA, an Italian operating company, and D-Orbit AGa Luxembourg holding company newly incorporated under the Business Combination Agreement, dated January 26, 2022by and between the Company, D-Orbit SpA, Seraphim Space (Manager) LLP,
D-Orbit AG, Takeoff Merger Sub, Inc. and Breeze Sponsor, LLC.

In connection with the extension, 6,732,987 common shares of the Company have been repurchased (the “Purchase”), with 7,907,013 common shares remaining outstanding after the repurchase; 4,767,013 of the 7,907,013 common shares remaining outstanding after the redemption (the “Public Shares”) are held by our public shareholders. Our public shareholders will continue to have the option to redeem some or all of their public shares following our initial business combination at a price per share, payable in cash, equal to the aggregate amount on deposit in the trust account. as two business days prior to the completion of our initial business combination, including interest (which interest will be net of taxes payable) divided by the number of public shares then outstanding, subject to the limitations described in present.

After the Redemption, about $49.3 million remains on deposit in our trust account.

If we are unable to complete our initial business combination no later than
September 26, 2022 (unless shareholders approve a further amendment to the amended and restated certificate of incorporation of the Company to extend the date by which the Company must effect a business combination), we will: (i) cease all activities, except for the purpose of liquidation, (ii) as soon as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a price per share, payable in cash, equal to the total amount then on deposit in the trust account, including interest (which interest is net of tax payable and reduced to $100,000 interest to pay dissolution costs) divided by the number of public shares then outstanding, the redemption of which will completely extinguish the public shareholders’ rights as shareholders (including the right to receive further liquidation distributions , if any), subject to applicable law, and (iii) as promptly as reasonably practicable after such redemption, subject to the approval of our remaining shareholders and our Board of Directors, dissolve and liquidate, subject in each case of our obligations under Delaware law to provide for the claims of creditors and the requirements of other applicable laws.

Below are the final voting results for the proposed Charter amendment:


Charter Amendment


The Charter amendment was approved. The voting results of the ordinary shares of the Company were as follows:


    For           Against       Abstentions
  11,550,656       622,241          1,917




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Item 9.01. Financial statements and supporting documents.



(d) Exhibits.



Exhibit No.   Description

3.1             Amendment to Amended and Restated Certificate of Incorporation of
              Breeze Holdings Acquisition Corp., dated May 9, 2022

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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