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 ~~September~~March 3031, ~~2024~~2025

☐	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 jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

955 W. John Carpenter Freeway, Suite 100-929
Irving, TX		75039
(Address of principal executive offices)		(Zip Code)

(~~619~~888) ~~500~~273-~~7747~~9001 (Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	BRZH	OTCQX Best Market
Rights exchangeable into one-twentieth of one share of common stock	BRZHR	OTCQX Best Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share	BRZHW	OTCQX Best Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer

☒	Non-accelerated filer	☒	Smaller reporting company

		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of ~~December~~May 528, ~~2024~~2025 there were 43,~~033~~412,~~712~~103 shares of the registrant’s common stock, $0.0001 per share, issued and outstanding.

BREEZE HOLDINGS ~~ACQUISITON~~ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2024~~2025

TABLE OF CONTENTS

	Page
Part I. Financial Information	3
Item 1. Condensed Consolidated Financial Statements	3
Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023	3
Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024	3
Unaudited Condensed Consolidated Statements of Operations for the Three Months and Nine Months ended September 30, 2024 and 2023	4
Unaudited Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2025 and 2024	4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months and Nine Months ended September 30, 2024 and 2023	5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months ended March 31, 2025 and 2024	5
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2024 and 2023	6
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2025 and 2024	6
Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2529
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3035
Item 4. Controls and Procedures	3035
Part II. Other Information	3137
Item 1A. Risk Factors	3137
Item 5. Other Information	3137
Item 6. Exhibits	3238
Part III. Signatures	3339

PART I - FINANCIAL INFORMATION

Item 1. INTERIM FINANCIAL STATEMENTS

BREEZE HOLDINGS ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current assets
Cash	$	403		$	101,674
Due from Sponsor		53,905			53,905
Prepaid expenses		144,385			55,305
Prepaid income taxes		34,934			36,689
Total Current Assets		233,627			247,573
Cash held in Trust Account		3,282,555			10,532,045
Total Assets	$	3,516,182		$	10,779,618
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	574,766		$	632,533
Trust amount payable to redeeming stockholders		—			7,353,424
Franchise tax payable		60,709			50,450
Excise tax payable		160,441			160,441
Due to Sponsor		10,041,967			9,583,457
Total Current Liabilities		10,837,883			17,780,305
Warrant liabilities		5,923,750			2,877,250
Total Liabilities		16,761,633			20,657,555
Commitments
Common stock subject to possible redemption, 272,103 and 893,712 shares at redemption value as of March 31, 2025 and December 31, 2024, respectively		3,182,555			3,078,621
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024 (excluding common stock subject to possible redemption, 272,103 and 893,712 shares at redemption value as of March 31, 2025 and December 31, 2024, respectively)		315			315
Additional paid-in capital	—			—
Accumulated deficit		(16,428,321	)		(12,956,873	)
Total Stockholders’ Deficit		(16,428,006	)		(12,956,558	)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	3,516,182		$	10,779,618

	September 30,			December 31,
	2024			2023
	(unaudited)
ASSETS
Current assets
Cash	$	2		$	4,228
Due from Sponsor		53,906			18,672
Prepaid expenses		102,467			148,953
Prepaid franchise taxes		—			57,550
Prepaid income taxes		36,689			36,742
Total Current Assets		193,064			266,145
Cash held in Trust Account		10,578,352			12,977,528
Total Assets	$	10,771,416		$	13,243,673
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	691,277		$	206,639
Franchise tax payable		23,229			—
Excise tax payable		87,087			56,270
Due to Sponsor		9,284,523			7,814,506
Total Current Liabilities		10,086,116			8,077,415
Warrant liabilities		3,554,250			2,200,250
Total Liabilities		13,640,366			10,277,665
Commitments
Common stock subject to possible redemption, 893,712 and 1,159,276 shares at redemption value of $11.72 and $10.91 as of September 30, 2024 and December 31, 2023, respectively		10,478,352			12,647,701
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023 (excluding common stock subject to possible redemption, 893,712 and 1,159,276 shares at redemption value as of September 30, 2024 and December 31, 2023, respectively)		315			315
Additional paid-in capital	—			—
Accumulated deficit		(13,347,617	)		(9,682,008	)
Total Stockholders’ Deficit		(13,347,302	)		(9,681,693	)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	10,771,416		$	13,243,673

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BREEZE HOLDINGS ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Operating costs	$	~~260~~353,~~084~~819		$	~~369~~1,~~952~~047,041		$	~~1,844,532~~		$	~~1,563,416~~
Loss from operations		(~~260~~353,~~084~~819	)		(~~369~~1,~~952~~047,041	)		~~(1,844,532~~	)		~~(1,563,416~~	)
Other income:
Interest income		~~135~~34,~~536~~560			~~166~~169,~~547~~580			~~476,103~~			~~387,058~~
Change in fair value of warrant liabilities		2(3,~~302~~046,~~250~~500	)		(~~846~~21,~~250~~132,500	)		~~(1,354,000~~	)		~~(2,031,000~~	)
Total other income (expenses), net		2,437,786			(679,703	)		(877,897	)		(1,643,942	)
Total other expenses, net		(3,011,940	)		(20,962,920	)
Income (loss) before income taxes		2,177,702			(1,049,655	)		(2,722,429	)		(3,207,358	)
Loss before income taxes		(3,365,759	)		(22,009,961	)
Income tax (benefit) expense		(12,042	)		26,939			—			33,797
Income tax expense		1,755			5,778
Net income (loss)	$	2,189,744		$	(1,076,594	)	$	(2,722,429	)	$	(3,241,155	)
Net loss	$	(3,367,514	)	$	(22,015,739	)
Basic and diluted weighted average shares outstanding		43,~~033~~419,~~712~~010			4,~~318~~299,~~640~~276			~~4,183,686~~			~~4,471,096~~
Basic and diluted net income (loss) per share of Common Stock	$	0.54		$	(0.25	)	$	(0.65	)	$	(0.72	)
Basic and diluted net loss per share of Common Stock	$	(0.98	)	$	(5.12	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BREEZE HOLDINGS ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 and ~~2023~~2024

(UNAUDITED)

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2024		3,140,000	$	315	$	—	$	(9,682,008	)	$	(9,681,693	)
Balance – January 1, 2025		3,140,000	$	315	$	—	$	(12,956,873	)	$	(12,956,558	)
Re-measurement of Common Stock to redemption value		—		—		—		(~~521~~103,~~132~~934	)		(~~521~~103,~~132~~934	)
Net loss		—		—		—		(223,~~015~~367,~~739~~514	)		(223,~~015~~367,~~739~~514	)
Balance – March 31, 2024		3,140,000	$	315	$	—	$	(32,218,879	)	$	(32,218,564	)
Balance – March 31, 2025		3,140,000	$	315	$	—	$	(16,428,321	)	$	(16,428,006	)
Re-measurement of Common Stock to redemption value		—		—		—		(193,135	)		(193,135	)
Excise tax payable		—		—		—		(30,817	)		(30,817	)
Net income		—		—		—		17,103,566			17,103,566
Balance – June 30, 2024		3,140,000	$	315	$	—	$	(15,339,265	)	$	(15,338,950	)
Re-measurement of Common Stock to redemption value		—		—		—		(198,096	)		(198,096	)
Net income		—		—		—		2,189,744			2,189,744
Balance – September 30, 2024		3,140,000	$	315	$	—	$	(13,347,617	)	$	(13,347,302	)

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2023		3,140,000	$	315	$	—	$	(6,532,077	)	$	(6,531,762	)
Balance – January 1, 2024		3,140,000	$	315	$	—	$	(9,682,008	)	$	(9,681,693	)
Re-measurement of Common Stock to redemption value		—		—		—		(~~173~~521,~~001~~132	)		(~~173~~521,~~001~~132	)
Excise tax payable		—		—		—		(53,959	)		(53,959	)
Net loss		—		—		—		(22,015,739	)		(22,015,739	)
Net loss		—		—		—		(654,261	)		(654,261	)
Balance – March 31, 2024		3,140,000	$	315	$	—	$	(32,218,879	)	$	(32,218,564	)
Balance – March 31, 2023		3,140,000	$	315	$	—	$	(7,413,298	)	$	(7,412,983	)
Re-measurement of Common Stock to redemption value		—		—		—		(123,951	)		(123,951	)
Net loss		—		—		—		(1,510,300	)		(1,510,300	)
Balance – June 30, 2023		3,140,000	$	315	$	—	$	(9,047,549	)	$	(9,047,234	)
Re-measurement of Common Stock to redemption value		—		—		—		(125,875	)		(125,875	)
Excise tax payable		—		—		—		(2,311	)		(2,311	)
Net loss		—		—		—		(1,076,594	)		(1,076,594	)
Balance – September 30, 2023		3,140,000	$	315	$	—	$	(10,252,329	)	$	(10,252,014	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BREEZE HOLDINGS ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	NineMonths Ended September 30, 2024			NineMonths Ended September 30, 2023
	ThreeMonths Ended March 31, 2025			ThreeMonths Ended March 31, 2024
Cash Flows from Operating Activities:
Net loss	$	(23,~~722~~367,~~429~~514	)	$	(322,~~241~~015,~~155~~739	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest on cash held in Trust Account		(~~476~~34,~~103~~560	)		(~~387~~169,~~058~~580	)
Change in fair value of warrant liabilities		13,~~354~~046,~~000~~500			221,~~031~~132,~~000~~500
Changes in operating assets and liabilities:
Prepaid expenses and other liabilities		68(87,~~855~~325	)		2046,~~852~~340
Accounts payable and accrued expenses		~~508~~(57,~~622~~767	)		~~158~~376,~~682~~738
Income taxes payable		—			1,850
Franchise taxes payable		10,259			—
Franchise taxes payable		23,229			79,648
Net cash used in operating activities		(490,407	)		(629,741	)
Net cash used in operating activities		(1,243,826	)		(1,336,181	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		(~~265~~69,~~433~~374	)		(~~406~~121,~~790~~724	)
Cash withdrawn from Trust Account to redeeming shareholders		3,081,712			5,627,006
Cash withdrawn from Trust Account to redeeming stockholders		7,353,424			—
Cash withdrawn from Trust Account to pay franchise and income taxes		59,000			209,650
Net cash provided by (used in) investing activities		7,284,050			(121,724	)
Net cash provided by investing activities		2,875,279			5,429,866
Cash Flows from Financing Activities:
Proceeds from short-term working capital loan - related party		1,180,600			1,335,400
Proceeds from working capital loan - related party		389,136			630,000
Proceeds from promissory note - related party		265,433			365,473
Proceeds from promissory note for extensions - related party		69,374			121,724
Redemptions of common stock		(37,~~081~~353,~~712~~424	)		~~(5,627,006~~—	)
Net cash used in financing activities		(1,635,679	)		(3,926,133	)
Net cash (used in) provided by financing activities		(6,894,914	)		751,724
Net Change in Cash		(4101,~~226~~271	)		~~167,552~~259
Cash – Beginning of period		4101,~~228~~674			144,~~129~~228
Cash – End of period	$	2403		$	~~181~~4,~~681~~487
Supplemental disclosure of non-cash financing activities:
Excise tax payable	$	30,817		$	56,270
Re-measurement of Common Stock to redemption value	$	103,934		$	521,132
Re-measurement of Common Stock to redemption value	$	912,363		$	422,827

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

BREEZE HOLDINGS ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

(Unaudited)

Note 1 — Description of Organization and Business Operations

Breeze Holdings Acquisition Corp. (the “Company") is a blank check company incorporated in Delaware on June 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of ~~September~~March 3031, ~~2024~~2025, the Company had not commenced any operations. All activity through ~~September~~March 3031, ~~2024~~2025 relates to the Company’s formation, the Initial Public Offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and from changes in the fair value of its warrant liability.

The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 25, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,425,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and I-Bankers Securities, Inc, ("I-Bankers Securities"), generating gross proceeds of $5,425,000, which is described in Note 4.

Following the closing of the Initial Public Offering on November 25, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and $1,725,000 from the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 all funds in the trust account were held in cash in an interest-bearing account.

Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, consisting of $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs. As of ~~September~~March 3031, ~~2024~~2025, cash of $2403 was held outside of the Trust Account and was available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a 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 in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will ~~proceed~~provide ~~with~~its astockholders ~~Business~~with ~~Combination~~the ~~only~~opportunity ifto ~~the~~redeem ~~Company~~all ~~has~~or ~~net~~a ~~tangible~~portion ~~assets~~ of attheir ~~least~~Public ~~$5,000,001~~Shares upon ~~such~~the ~~consummation~~completion of a Business Combination ~~and,~~either if(i) ~~the~~in ~~Company~~connection ~~seeks~~with a stockholder ~~approval,~~meeting acalled ~~majority~~to ofapprove the ~~outstanding~~Business ~~shares~~Combination ~~voted~~or ~~are~~(ii) ~~voted~~by inmeans ~~favor~~ of ~~the~~a ~~Business~~tender ~~Combination~~offer. IfThe adecision ~~stockholder~~as ~~vote~~to iswhether ~~not required and~~ the Company ~~does~~will ~~not~~seek ~~decide~~stockholder toapproval ~~hold~~of a ~~stockholder~~Business ~~vote~~Combination ~~for~~or ~~business~~conduct ora ~~other~~tender ~~legal~~offer ~~reasons,~~will be made by the Company ~~will~~, ~~pursuant~~solely toin its ~~Amended~~discretion. ~~and~~The ~~Restated~~stockholders ~~Certificate~~will ofbe ~~Incorporation,~~entitled ~~conduct~~to ~~the~~redeem ~~redemptions~~their ~~pursuant~~shares tofor ~~the~~a ~~tender~~pro ~~offer~~rata ~~rules~~portion of the ~~Securities~~amount ~~and~~then ~~Exchange~~in ~~Commission~~the ~~(“SEC”)~~Trust ~~and~~Account ~~file~~(initially ~~tender~~$10.15 ~~offer~~per ~~documents~~share), ~~containing~~plus ~~substantially~~any ~~the~~pro ~~same~~rata ~~information~~interest asearned ~~would~~on bethe ~~included~~funds held in athe ~~proxy~~Trust ~~statement~~Account ~~with~~and ~~the~~not ~~SEC~~previously ~~prior~~released to ~~completing a Business Combination. If~~ the Company ~~seeks~~to ~~stockholder~~pay ~~approval~~its intax ~~connection~~obligations. ~~with~~The aper-share ~~Business~~amount ~~Combination,~~to ~~the~~be ~~Company’s~~distributed ~~Sponsor has agreed~~ to ~~vote~~stockholders ~~its~~who ~~Founder~~redeem ~~Shares~~their ~~(as~~shares ~~defined~~will innot ~~Note~~be 5)reduced ~~and~~by ~~any~~the ~~Public~~deferred ~~Shares~~underwriting ~~purchased~~commissions bythe itCompany ~~during~~will orpay ~~after~~to the ~~Initial~~underwriters ~~Public~~(as ~~Offering~~discussed in ~~favor~~Note ~~of approving a Business Combination~~6). ~~Additionally,~~There ~~each~~will ~~public~~be ~~stockholder~~no ~~may~~redemption ~~elect~~rights toupon ~~redeem~~the ~~their~~completion ~~Public Shares, regardless~~ of ~~whether~~a ~~they~~Business ~~vote~~Combination ~~for~~with orrespect ~~against~~to athe ~~Business~~Company’s ~~Combination~~warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination unless a stockholder proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the limitation is approved and, if a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased by it during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, regardless of whether they vote for or against a Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 10% or more of the Public Shares, without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the approved time period through ~~December~~June 26, ~~2024~~2025, (the "Combination Period").

The Company held a meeting of its stockholders on June 21, 2024 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of December 26, 2024, up to six (6) times for an additional one (1) month each time (ultimately until as late as December 26, 2024), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. On June 26, 2024 and August 1, 2024, Breeze executed the twenty-second and twenty-third extensions, and on November 22, 2024, Breeze executed (including accrued interest) the twenty-fourth, twenty-fifth and twenty-sixth one-month extensions for the period from September 26, 2024 through November 26, 2024. On November 29, 2024, the Company filed a definitive proxy statement to hold a meeting of its stockholders on December 23, 2024 to approve (i) a proposal to amend the Company’s A&R COI to authorize the Company, and (ii) a proposal to amend the Trust Agreement to authorize and implement by the Company, an extension in one-month intervals up to June 26, 2025.

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

InThe ~~order~~Company toheld ~~protect~~a ~~the~~meeting ~~amounts~~of ~~held~~its instockholders ~~the~~on ~~Trust~~June ~~Account~~21, ~~the~~2024 ~~Sponsor~~where ~~has agreed to be liable to~~ the Company’s ifstockholders ~~and~~approved to(i) ~~the extent any claims by~~ a ~~third~~proposal ~~party for services rendered or products sold~~ to amend the Company,’s orA&R aCOI ~~prospective~~to ~~target~~authorize ~~business with which~~ the Company ~~has~~to ~~discussed~~extend ~~entering into a transaction agreement, reduce~~ the ~~amount~~date of ~~funds~~December in26, ~~the~~2024, ~~Trust~~up ~~Account~~ to ~~below~~six (16) times ~~$11.16~~for ~~per~~an ~~Public~~additional ~~Share~~one or (21) ~~the~~month ~~actual~~each ~~amount~~time ~~per~~(ultimately ~~Public~~until ~~Share~~as ~~held~~late ~~in the Trust Account~~ as ofDecember ~~the~~26, ~~date of the liquidation of the Trust Account due to reductions in the value of the trust assets~~2024), inand ~~each~~(ii) ~~case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by~~ a ~~third~~proposal ~~party who executed a waiver of any and all rights~~ to ~~seek~~amend ~~access to~~ the Trust ~~Account~~Agreement ~~and will not apply~~ to ~~any~~authorize ~~claims under~~ the ~~Company’s~~Extension ~~indemnity~~and ofits ~~the~~implementation ~~underwriters~~by of the ~~Initial~~Company. ~~Public~~On ~~Offering~~June ~~against certain liabilities~~26, ~~including~~2024 ~~liabilities~~and ~~under~~August ~~the Securities Act of 1933~~1, ~~as amended (the “Securities Act”). Moreover~~2024, inBreeze ~~the event that an~~ executed ~~waiver~~the istwenty-second ~~deemed~~and ~~to be unenforceable against a~~ twenty-third ~~party~~extensions, ~~the~~and ~~Sponsor~~on ~~will~~November ~~not~~22, be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors2024, ~~service~~Breeze ~~providers~~executed (~~except~~including ~~the~~accrued ~~Company’s~~interest) ~~independent~~the ~~registered public accounting firm)~~twenty-fourth, ~~prospective~~twenty-fifth ~~target~~and ~~businesses~~twenty-sixth orone-month ~~other~~extensions ~~entities~~for ~~with which~~ the ~~Company~~period ~~does~~from ~~business~~September 26, ~~execute~~2024 ~~agreements~~through ~~with~~November ~~the Company waiving any right~~26, ~~title, interest or claim of any kind in or to monies held in the Trust Account~~2024.

On December 23, 2024, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to June 26, 2025, was approved. The Company, as with all previous extensions, provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($11.295 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. On January 2, 2025, $7,353,424 was paid to stockholders in conjunction with the redemptions from our Special Shareholders Meeting held on December 23, 2024, redeeming 621,609 shares of the Company’s common stock, with 3,412,103 shares of common stock remaining outstanding after Redemption; 272,103 of the 3,412,103 shares of common stock remaining outstanding after redemption (the “Public Shares”) are owned by the public stockholders. The public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. On January 2, 2025, the Company executed the twenty-seventh and twenty-eighth one-month extensions for the period from November 26, 2024 to January 26, 2025. On March 18, 2025, the Company executed the twenty-ninth, thirtieth and thirty-first one-month extensions for the period from January 26, 2025 to April 26, 2025.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $11.505 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On October 31, 2022, Breeze entered into the Original Merger Agreement, by and among Breeze, BH Velocity Merger Sub, Inc. (“Company Merger Sub”), 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”). On February 14, 2024, Breeze entered into an Amended and Restated Merger Agreement and Plan of Reorganization (the “A&R Merger Agreement”), by and among Breeze, True Velocity, Inc. ("True Velocity"), Breeze Merger Sub, Inc. ("Parent Merger Sub"), Company Merger Sub, and TV Ammo, which amended and restated the Original Merger Agreement in its entirety.

On August 5, 2024, the A&R Merger Agreement was terminated by written notice from TV Ammo. As a result of the termination, the Company is no longer pursuing a business Combination with TV Ammo.

On May 24, 2024, the Company received written notice (the “Notice Letter”) from the Panel indicating that the Panel had determined to delist our securities from The Nasdaq Stock Market LLC (“Nasdaq”) and that trading in our securities would be suspended at the open of trading on May 29, 2024, due to our failure to satisfy the terms of the Panel’s Decision. Pursuant to the terms of the Decision, amongst other things, we were required to close our initial business combination, with the new entity demonstrating compliance with the initial listing criteria set forth in Nasdaq Listing Rule 5500 on or before May 28, 2024. On May 24, 2024, we notified the Panel that we would not be able to close our initial business combination by the Panel’s May 28, 2024 deadline. Accordingly, the Panel determined to delist our securities from Nasdaq as set forth in the Notice Letter.

On August 21, 2024, the Company's common stock, rights and warrants began trading on the OTCQX Best Market.

On September 24, 2024, Breeze Holdings Acquisition Corp., a Delaware corporation (“Breeze” or "Parent"), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among (i) Breeze, (ii) a Cayman Islands exempted company and wholly-owned subsidiary of Parent named “YD Bio Limited,” (f/k/a True Velocity, Inc., a wholly owned subsidiary of Breeze) which name was changed YD Bio Limited on November 18, 2024, which will enter into a joinder to the Merger Agreement (“Pubco”), (iii) Breeze Merger Sub, Inc., a Delaware corporation and which is a direct, wholly-owned subsidiary of Pubco (“Parent Merger Sub”), (iv) a Cayman Islands exempted company which will be a wholly-owned subsidiary of Pubco, expected to be named “BH Biopharma Merger Sub Limited,” and once formed, will enter into a joinder to the Merger Agreement (“Company Merger Sub,” with Company Merger Sub and Parent Merger Sub together referred to herein as the “Merger Subs”), and (v) YD Biopharma Limited, a Cayman Islands exempted company (“YD Biopharma”). YD Biopharma is the operating company of the target. Capitalized terms used herein and not defined shall have the meaning attributed to them in the Merger Agreement.

Going Concern

As of ~~September~~March 3031, ~~2024~~2025, the Company had $2403 in cash held outside of the Trust Account and negative working capital of $910,~~819~~418,~~425~~040, excluding prepaid income taxes, ~~prepaid~~ franchise ~~taxes~~tax payable and excise tax payable.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the consolidated financial statements are issued.

The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and non-interest bearing promissory note (see Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied from the net proceeds from the private placement held outside of the Trust Account.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through a business combination. In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ~~(“Working Capital Loans”)~~. There is no assurance that the Company’s plans to consummate a business combination or obtain Working Capital Loans will be successful or successful within the Combination Period.

9 The Company has until June 26, 2025 to consummate a business combination, and we intend to do so within this time period.

The WeCompany ~~believe~~believes weit will need to raise additional funds in order to meet the expenditures required for operating ~~our~~its business. If ~~our~~the Company estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, wethe Company may have insufficient funds available to operate ~~our~~its business prior to ~~our~~its business combination. Moreover, wethe Company may need to obtain additional financing either to complete ~~our~~its business combination or because wethe ~~become~~Company becomes obligated to redeem a significant number of ~~our~~its public shares upon consummation of ~~our~~its business combination, in which case wethe Company may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, wethe Company would only complete such financing simultaneously with the completion of ~~our~~its business combination. If wethe ~~are~~Company is unable to complete ~~our~~its business combination because wethe doCompany does not have sufficient funds available to usit, wethe Company will be forced to cease operations and liquidate the trust account. In addition, following ~~our~~its business combination, if cash on hand is insufficient, wethe Company may need to obtain additional financing in order to meet ~~our~~its obligations.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern within one year after the date that the financial statements are available to be issued. The Company's business plan is dependent on the completion of a business combination and the Company's cash and working capital as of ~~September~~March 3031, ~~2024~~2025 are not sufficient to complete its planned activities. IfThese ~~the~~conditions ~~Company~~raise ~~does~~substantial ~~not~~doubt ~~complete~~about athe ~~business~~Company's ~~combination~~ability ~~within~~to ~~the~~continue ~~prescribed~~as ~~timeline,~~a ~~the~~going ~~Company~~concern. ~~will~~The ~~trigger~~financial anstatements ~~automatic~~do ~~winding~~not ~~up,~~include ~~dissolution~~any ~~and~~adjustments ~~liquidation~~relating ~~pursuant~~ to the ~~terms~~recovery of the ~~Amended~~recorded ~~and~~assets ~~Restated~~or ~~Certificate~~the classification of ~~Incorporation.~~the ~~These~~liabilities ~~conditions~~that ~~raise~~might ~~substantial~~be ~~doubt~~necessary ~~about~~should ~~the~~we ~~Company's~~be ~~ability~~unable to continue as a going concern. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

Risks and uncertainties

With rising tensions around the world based on the current conflict between Israel and Hamas and the current conflict between Ukraine and Russia, we may be unable to complete a business combination if concerns related to this and other potential conflicts impact global capital markets, the ability to transfer money, currency exchange rates, cyber attacks and infrastructure including power generation and transmission, communications, and travel. Escalating conflicts could also have an impact on global demands for health care, international trade including vendor supply chains, and energy. In addition, there have been recent threats to infrastructure and equipment including cyber attacks, physical facility destruction and equipment destruction.

Our operations and financial performance may also be subject to significant risks arising from geopolitical tensions, particularly in relation to China, South Korea and Taiwan. As a major global economic power, China’s political policies, trade practices, and regulatory environment may directly impact our business. Additionally, rising political tensions and potential conflicts in the Asia-Pacific region, such as territorial disputes, trade disagreements, or military confrontations, could disrupt supply chains, increase costs, or adversely affect market demand. These risks are compounded by the potential for government interventions, such as trade restrictions, tariffs, sanctions, export controls or blockades, which may affect our ability to operate or source products from Taiwan and/or other affected regions. Moreover, changes in laws and regulations, including those relating to technology, intellectual property, labor practices, and environmental regulations, may also introduce additional uncertainty and operational challenges.

The outcome of these conflicts or their impact cannot be predicted and may have an adverse impact in a material way on our ability to consummate a business combination, or to operate a target business with which we ultimately consummate a business combination.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by a domestic corporation beginning in 2023, with certain exceptions. Because the Company is a Delaware corporation and its securities were traded on the Nasdaq Stock Market, the Company is a “covered corporation” within the meaning of the Inflation Reduction Act, and while not free from doubt, it is possible that the excise tax will apply to any redemptions of its common stock after December 31, 2022, including redemptions in connection with an initial Business Combination and any amendment to its certificate of incorporation to extend the time to consummate an initial Business Combination, unless an exemption is available. Consequently, the value of an investment in the Company’s securities may decrease as a result of the excise tax. In addition, the excise tax may make a transaction with the Company less appealing to potential Business Combination targets, and thus, potentially hinder the Company’s ability to enter into and consummate an initial Business Combination. Further, the application of the excise tax in the event of a liquidation is uncertain absent further guidance.

On March 29, 2023, the Company redeemed 509,712 shares of its common stock subject to redemption at $10.56 per share for $5.4 million. On September 26, 2023, the Company redeemed 21,208 shares of its common stock subject to redemption at $10.77 per share for approximately $231,000. On June 26, 2024, the Company redeemed 265,564 shares of its common stock subject to redemption at $11.60 per share for approximately $3.1 million. On January 2, 2025, $7,353,424 was paid to stockholders in conjunction with the redemptions from our Special Shareholders Meeting held on December 23, 2024, redeeming 621,609 shares of the Company’s common stock. Management evaluated the classification of the stock redemption under Accounting Standards Codification (“ASC”) 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. Management determined that it should recognize a 1% excise tax on the redemption amount paid. As of ~~September~~both 30March 31, ~~2024~~2025 and December 31, ~~2023~~2024, the Company ~~recorded~~had an excise tax liability of $87160,~~087 and $56~~441,~~270,~~ ~~respectively,~~ calculated as 1% of shares redeemed on March 29, 2023, September 26, 2023, June 21, 2024 and December 23, 2024. Any reduction to this liability resulting from either a subsequent stock issuance or an event giving rise to an exception that occurs within this tax year, will be recognized in the period (including an interim period) that such stock issuance or event giving rise to an exception occurs.

We may maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit. The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023 and March 12, 2023, respectively. The Company does not have any direct exposure to Silicon Valley Bank or New York Signature Bank. However, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition.

Note 2 — Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period ended December 31, ~~2023~~2024 as filed with the SEC on ~~April~~March 2511, ~~2024~~2025. The financial information as of December 31, ~~2023~~2024 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the period ended December 31, ~~2023~~2024. The interim results for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the results to be expected for the period ending December 31, ~~2024~~2025 or for any future interim periods.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiaries, YD Bio Limited (f/k/a True Velocity, Inc.), Parent Merger Sub, and Company Merger Sub. From the inception of each operating subsidiary through ~~September~~March 3031, ~~2024~~2025, the subsidiaries had no activity after elimination of all intercompany transactions and balances as of March 31, 2025 and December 31, 2024.

Use of estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.

Cash held in Trust Account

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, all of the assets held in the Trust Account were held as cash in an interest-bearing bank demand deposit account.

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’s guidance on redeemable equity instruments, which has been codified in ~~Accounting Standards Classification ("~~ASC") 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity.

On September 13, 2022, March 22, 2023, and September 22, 2023, the Company held ~~its annual~~ stockholders’ meetings ~~meeting~~ at which aproposals ~~proposal~~ to approve the extension of time to consummate the closing of a Business Combination Agreement towere ~~March 26, 2023 was~~ approved. ~~The~~through ~~Company~~June provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.35 per share)26, ~~plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations~~2024. In connection with the extension proposal, 3,076,817 shares of the Company’s common stock were redeemed. The 1,690,196 shares of common stock remaining from the Initial Public Offering were classified outside of permanent equity at that time.

On ~~March~~June 2221, ~~2023~~2024, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to ~~September~~December 26, ~~2023~~2024 and was approved. The ~~Company provided its~~ stockholders ~~with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders~~ who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($1011.56085 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, ~~509~~265,~~712~~564 shares of the Company’s common stock were redeemed, representing 6.2% of Breeze’s total outstanding shares at the time of the vote.

On September 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to June 26, 2024 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.77 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 21,208 shares of the Company’s common stock were redeemed.14

On ~~June~~December 2123, 2024, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to ~~December~~June 26, ~~2024~~2025 and was approved. The Company, as with all previous extensions, provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem 621,609 of their shares ~~did so~~ for a pro rata portion of the amount then in the Trust Account ($11.~~085~~ 83 per share), ~~plus~~which included any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. InThe ~~connection~~Company ~~with~~recorded a liability of approximately $7.4 million as of December 31, 2024 for the ~~extension~~payment ~~proposal~~of its obligation for the share redemption. On January 2, ~~265~~2025,~~564~~ 621,609 shares of the Company’s common stock were redeemed. The ~~893~~272,~~712~~103 ~~shares~~ and 1893,~~159,276~~712 shares of common stock remaining from the Initial Public Offering have been classified outside of permanent equity at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, respectively.The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges or credits to additional paid-in capital and, if necessary, accumulated deficit. Stockholders who elect to redeem their shares do so for a pro rata portion of the amount then in the Trust Account, and also receive any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses).

~~The~~As ~~Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value~~ of ~~redeemable~~March common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges to additional paid-in capital and31, if2025 ~~necessary, accumulated deficit. The Company recognizes changes in redemption value immediately as they occur and adjusts~~ the ~~carrying value of redeemable~~ common stock toreflected ~~equal the redemption value at the end of each reporting period. Increases or decreases~~ in the ~~carrying~~condensed ~~amount~~consolidated ofbalance ~~redeemable~~sheet ~~common stock~~ are ~~recorded~~reconciled ~~as charges or credits to additional paid-~~in ~~capital and, if necessary, accumulated deficit. Stockholders who elect to redeem their shares do so for a pro rata portion of~~ the ~~amount~~following then in the Trust Account, and also receive any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses).table:

Common stock subject to possible redemption – December 31, 2024	$	3,078,621
Plus:
Re-measurement of Common stock to redemption value		103,934
Common stock subject to possible redemption – March 31, 2025	$	3,182,555

~~As of September 30, 2024 the common stock reflected in the condensed consolidated balance sheet are reconciled in the following table:~~15

Common stock subject to possible redemption – December 31, 2023	$	12,647,701
Plus:
Re-measurement of Common stock to redemption value		912,363
Less:
Common stock redeemed June 26, 2024		(3,081,712	)
Common stock subject to possible redemption – September 30, 2024	$	10,478,352

Warrant Liabilities

The Company ~~evaluated~~accounts for the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”,. ~~and~~Such ~~concluded~~guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be classified as a ~~provision~~liability. inAccordingly, the Company classifies each warrant ~~agreement~~as a ~~related~~liability at its fair value. This liability is subject to ~~certain~~re-measurement ~~tender~~at each orbalance ~~exchange~~sheet ~~offers~~date. ~~precludes~~With each such re-measurement, the ~~Warrants~~warrant ~~from~~liability is ~~being~~adjusted ~~accounted~~to ~~for~~fair asvalue, ~~components~~with the change in fair value recognized in the Company's consolidated statements of ~~equity~~operations. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed consolidated balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date thereafter in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the condensed consolidated statements of operations in the period of change.

Income taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740-270 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through ~~September~~March 3031, ~~2024~~2025 and does not use the annual effective tax rate (AETR) method.

Net ~~income (~~loss) per share

~~Net~~The ~~income~~Company (complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net loss) per share of common stock is computed by dividing net ~~income (~~loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net ~~income (~~loss) per share of common stock. As a result, the calculated net ~~income (~~loss) per share is the same for redeemable and non-redeemable shares of common stock. For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~the year ended December~~ March 31, ~~2023~~2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net ~~income (~~loss) per share is the same as basic net ~~income (~~loss) per share for the periods presented.

1316

The following table reflects the calculation of basic and diluted net ~~income (~~loss) per common share (in dollars, except per share amounts):

	Three Months Ended September 30,						For the Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Basic and diluted net income (loss) per share of common stock
Basic and diluted net loss per share of common stock
Numerator:
Net income (loss)	$	2,189,744		$	(1,076,594	)	$	(2,722,429	)	$	(3,241,155	)
Net loss	$	(3,367,514	)	$	(22,015,739	)
Denominator:
Basic and diluted weighted average shares common stock outstanding		43,~~033~~419,~~712~~010			4,~~318~~299,~~640~~276			~~4,183,686~~			~~4,471,096~~
Basic and diluted net income (loss) per share common stock	$	0.54		$	(0.25	)	$	(0.65	)	$	(0.72	)
Basic and diluted net loss per share common stock	$	(0.98	)	$	(5.12	)

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair value of financial instruments

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the condensed consolidated balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

Level 1 – Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 – Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

See Note 9 for additional information on assets and liabilities measured at fair value.

1417

~~Recent~~Segment ~~accounting pronouncements~~Reporting

OnThe ~~December~~Company ~~14,~~complies ~~2023, the Financial Accounting Standards Board (FASB or Board) issued Accounting Standards Update (~~with ASU) 2023-0907, ~~Income~~Segment ~~Taxes~~Reporting (Topic ~~740~~ 280): Improvements to Reportable ~~Income~~Segment ~~Tax~~ Disclosures (ASU 2023-0907)., ~~The~~which ~~ASU~~improves reportable ~~focuses~~segment ondisclosure ~~income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15~~requirements, ~~2024~~primarily ~~(generally,~~through ~~calendar~~enhanced disclosures ~~year~~about ~~2025)~~significant ~~and~~segment ~~effective~~expenses ~~for~~among ~~all~~ other ~~business entities one year later~~disclosure requirements. ~~Entities~~The ~~should~~Company ~~adopt~~adopted ~~this~~ASU ~~guidance~~2023-07 on aJanuary ~~prospective basis~~1, ~~though retrospective application is permitted~~2024. The ~~Company’s~~amendments will ~~management~~be ~~does~~applied ~~not~~retrospectively ~~believe~~to ~~the~~all ~~adoption~~prior ofperiods ~~ASU~~presented ~~2023-09~~in ~~will~~the ~~have a material impact on its~~ financial statements ~~statement~~(see ~~disclosures~~Note 11).

Recent issued accounting standards

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires a public entity to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. It is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01 to clarify that all public entities, including non-calendar year-end entities, should adopt the disclosure requirements of ASU 2024-03. The Company is currently evaluating the impact.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements.

Note 3 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of common stock, $0.0001 par value, one Right to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (“Public Warrant”). In connection with the underwriters’ exercise of the over-allotment option on November 25, 2020, the Company sold an additional 1,500,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per whole share (see Note 7). Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 18 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to ~~December~~June 26, ~~2024~~2025, assuming all remaining one-month extensions are utilized, the Warrants will expire worthless at the end of such period.

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor and I-Bankers Securities purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,425,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, certain of the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

1518

Note 5 — Related Party Transactions

Founder Shares

In June 2020, the Sponsor purchased 100 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 15, 2020, the Sponsor effected a 28,750-for-1 forward stock split and, as a result, our initial shareholders held 2,875,000 Founder Shares as of the date of our initial public offering.

The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6.

The Sponsor and each holder of Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The Company had agreed with each of its four independent directors (the “Directors”) subsequent to incorporation of the Company to provide them the right to each purchase 25,000 Founder Shares with a par value of $0.0001 of the Company from Breeze Sponsor, LLC (the “Sponsor”). The Directors each exercised their ~~right~~rights in full on July 6, 2021 and purchased 100,000 shares (25,000 per each Director) of the Founder Shares from Sponsor for a total of $10 in the aggregate. Sponsor has agreed to transfer 15,000 ~~shares~~Founder ofShares ~~its~~held ~~common~~by ~~stock~~it to each of the Directors upon the closing of a Business Combination by the Company, with such shares currently beneficially owned by Sponsor.

The Sponsor and I-Bankers Securities purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement that occurred simultaneously with the closing of Breeze’s IPO. Of such amount, 4,325,000 Private Placement Warrants were purchased by the Sponsor, and an aggregate of 1,100,000 Private Placement Warrants were purchased by I-Bankers Securities and Northland. The Private Placement Warrants (including the common stock issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of Breeze’s initial business combination.

If any of Breeze’s officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Breeze’s executive officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Breeze’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Breeze’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or Breeze’s or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on Breeze’s behalf.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on November 23, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support services. For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company incurred and paid $4515,000, respectively, in fees for these services of which such amounts are included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets.

Related Party Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required ~~(“Working Capital Loans”)~~. Such ~~Working~~loans ~~Capital Loans~~ would be evidenced by promissory notes. The notes would ~~either~~ be repaid upon consummation of a Business Combination, without interest~~, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1~~.00 ~~per warrant. Such warrants would be identical to the Private Placement Warrants. However, all working capital promissory notes specifically state that the Sponsor has elected not to convert.~~ In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the ~~Working Capital Loans~~loans, but no proceeds held in the Trust Account would be used to repay the ~~Working Capital Loan~~loans.

16On November 19, 2021 (as amended), the Sponsor loaned Breeze an aggregate of $1,150,000 pursuant to an unsecured promissory note to extend the date by which Breeze has to consummate a business combination from November 25, 2021 to February 25, 2022. This unsecured promissory note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) June 26, 2025. On February 18, 2022 (as amended), the Sponsor loaned the Company an aggregate of $1,150,000 pursuant to an unsecured promissory note to extend the date by which the Company had to consummate a business combination from February 25, 2022 to May 25, 2022. This unsecured promissory note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) June 26, 2025.

On February 1, 2022 (as amended), the Company signed a Promissory Note with Sponsor, with a Maturity Date of March 26, 2023, for a total of up to $1,500,000. On October 1, 2022, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 for a total of up to $4,000,000. On April 1, 2023, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 for a total of up to $5,000,000. On October 1, 2023, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2024 for a total of up to $6,000,000. On March 1, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2024 for a total of up to $7,000,000. On July 1, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of December 26, 2024 for a total of up to $7,500,000. On December 26, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2025 for a total of up to $7,500,000. On March 1, 2025, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2025 for a total of up to $8,000,000. As of ~~September~~March 3031, ~~2024~~2025, the amount outstanding under this Promissory Note was $56,~~792~~386,~~709~~939 for direct working capital, and $~~989~~1,~~258~~152,472 for monthly SPAC extension funds the Sponsor deposited into the Trust Account during the months of September 2022 through ~~September~~March ~~2024~~2025 for a total of $67,~~781~~539,~~967~~411 from Sponsor. The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) June 26, ~~2024~~2025. ~~On July 1, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of December 26, 2024 for a total of up to $7,500,000.~~ The Company additionally owes the Sponsor $202,556 for expenses paid by Sponsor on behalf of the Company. The total amount owed to the Sponsor as of ~~September~~March 3031, ~~2024~~2025 is $910,~~284~~041,~~523~~967.

The Company had 12 months from the closing of the Initial Public Offering to consummate its initial Business Combination. However, by resolution of its board, requested by the Sponsor, the Company extended the period of time to consummate a Business Combination two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination). The Sponsor deposited additional funds into the Trust Account in order to extend the time available for the Company to consummate its initial Business Combination. The Sponsor deposited into the Trust Account for each three-month extension, $1,150,000 ($0.10 per share) on or prior to the date of the applicable deadline. On September 13, 2022, the Company held its annual stockholders’ meeting and approved the Company to extend the date of September 26, 2022, up to six (6) times for an additional one (1) month each time (ultimately until as late as March 26, 2023). For each one-month extension on September 26, October 26, November 26, December 26, 2022, January 25, 2023 and February 23, 2023 $59,157 ($0.035 per share) per extension, up to an aggregate of $354,942, or approximately $0.21 per share. The Company held a meeting of its stockholders on March 22, 2023 where the Company’s stockholders approved the Company to extend the date of March 26, 2023, up to six (6) times for an additional one (1) month each time (ultimately until as late as September 26, 2023). For each one-month extension through September 26, 2023, the Sponsor deposited into the Trust Account $41,317 ($0.035 per share) on March 30, 2023. April 25, 2023, May 25, 2023, June 26, 2023, August 2, 2023 and August 28, 2023. The Company held a meeting of its stockholders on September 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of September 26, 2023, up to nine (9) times for an additional one (1) month each time (ultimately until as late as June 26, 2024), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. For each one-month extension the Company deposited $40,575 ($0.035 per share) into the Trust Account. On September 27, 2023, Breeze executed the thirteenth one-month extension through October 26, 2023. On October 24, 2023, November 26, 2023, December 27, 2023, January 26, 2024, February 27, 2024, March 26, 2024, May 7, 2024 and June 3, 2024 Breeze executed the fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth, twentieth and twenty-first one-month extensions through June 26, 2024. The payments were made in the form of a loan. The loans are non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. If the Company completes an initial Business Combination, it will repay such loaned amounts out of the proceeds of the Trust Account released to it. If the Company does not complete a Business Combination, it will not repay such loans. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination.

~~The~~On ~~Company~~September ~~held~~13, ~~a meeting of its stockholders on June 21~~2022, ~~2024 where~~ the Company’s ~~stockholders~~held ~~approved~~its ~~(i) a~~annual ~~proposal to amend the Company~~stockholders’s ~~A&R~~meeting ~~COI~~and toapproved ~~authorize~~ the Company to extend the date of ~~June~~September 26, ~~2024~~2022, up to six (6) times for an additional one (1) month each time (ultimately until as late as ~~December~~March 26, ~~2024~~2023),. ~~and~~For ~~(ii)~~each aone-month ~~proposal~~extension toon ~~amend~~September ~~the~~26, ~~Trust~~October ~~Agreement~~26, toNovember ~~authorize~~26, ~~the~~December ~~Extension~~26, ~~and~~2022, ~~its~~January ~~implementation~~25, by2023 ~~the~~and ~~Company.~~February ~~For~~23, ~~each~~2023 ~~one-month extension the Company will deposit~~ $3159,~~280~~157 ($0.035 per share) ~~into~~per ~~the~~extension, ~~Trust~~up ~~Account.~~to Onan ~~June~~aggregate 26of $354,942, ~~2024~~or ~~and~~approximately ~~August~~$0.21 1,per ~~2024,~~share. ~~Breeze~~The ~~executed~~Company ~~the~~held ~~twenty-second~~a ~~and~~meeting ~~twenty-third~~of ~~extensions,~~its ~~and~~stockholders on ~~November~~March 22, ~~2024,~~2023 ~~Breeze~~where ~~executed~~the ~~(including~~Company’s ~~accrued~~stockholders ~~interest)~~approved the ~~twenty-fourth,~~Company ~~twenty-fifth~~to ~~and~~extend ~~twenty-sixth one-month extensions for~~ the ~~period~~date ~~from~~of ~~September~~March 26, ~~2024~~ ~~through November 26~~2023, ~~2024.~~up ~~On November~~to ~~29,~~six ~~2024,~~(6) times ~~the~~for ~~Company~~an ~~filed~~additional aone ~~definitive~~(1) month ~~proxy~~each ~~statement~~time to(ultimately ~~hold~~until ~~a meeting~~as oflate ~~its~~as ~~stockholders~~September on26, ~~December~~2023). ~~23,~~For ~~2024~~each toone-month ~~approve~~extension ~~(i)~~through aSeptember ~~proposal~~26, ~~to amend~~2023, the ~~Company’s~~Sponsor ~~A&R~~deposited ~~COI~~into tothe ~~authorize~~Trust ~~the~~Account ~~Company~~$41,317 ~~and~~ (~~ii)~~$0.035 aper ~~proposal to~~share) ~~amend~~on ~~the~~March ~~Trust~~30, ~~Agreement~~2023. toApril ~~authorize~~25, ~~and~~2023, ~~implement~~May by25, ~~the Company~~2023, ~~an extension~~June in26, ~~one-month~~2023, ~~intervals~~August up2, to2023 ~~June~~and 26August 28, ~~2025~~2023.

1720

The Company held a meeting of its stockholders on September 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of September 26, 2023, up to nine (9) times for an additional one (1) month each time (ultimately until as late as June 26, 2024), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. For each one-month extension the Company deposited $40,575 ($0.035 per share) into the Trust Account. On September 27, 2023, Breeze executed the thirteenth one-month extension through October 26, 2023. On October 24, 2023, November 26, 2023, December 27, 2023, January 26, 2024, February 27, 2024, March 26, 2024, May 7, 2024 and June 3, 2024 Breeze executed the fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth, twentieth and twenty-first one-month extensions through June 26, 2024. The payments were made in the form of a loan. The loans are non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. If the Company completes an initial Business Combination, it will repay such loaned amounts out of the proceeds of the Trust Account released to it. If the Company does not complete a Business Combination, it will not repay such loans. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination.

The Company held a meeting of its stockholders on June 21, 2024 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of June 26, 2024, up to six (6) times for an additional one (1) month each time (ultimately until as late as December 26, 2024), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. For each one-month extension the Company will deposit $31,280 ($0.035 per share) into the Trust Account. On June 26, 2024 and August 1, 2024, Breeze executed the twenty-second and twenty-third extensions, and on November 22, 2024, Breeze executed (including accrued interest) the twenty-fourth, twenty-fifth and twenty-sixth one-month extensions for the period from September 26, 2024 through November 26, 2024.

On December 23, 2024, the Company held a meeting of its stockholders on December 23, 2024 where they approved (i) a proposal to amend the Company’s A&R COI to authorize the Company, and (ii) a proposal to amend the Trust Agreement to authorize and implement by the Company, an extension in one-month intervals up to June 26, 2025. The Company, as with all previous extensions, provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($11.295 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. On January 2, 2025, $7,353,424 was paid to stockholders in conjunction with the redemptions from our Special Shareholders Meeting held on December 23, 2024, redeeming 621,609 shares of the Company’s common stock, with 3,412,103 shares of common stock remaining outstanding after Redemption; 272,103 of the 3,412,103 shares of common stock remaining outstanding after redemption (the “Public Shares”) are owned by the public stockholders. The public stockholders will continue to have the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination at a per-share price, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. On January 2, 2025, the Company executed the twenty-seventh and twenty-eighth one-month extensions for the period from November 26, 2024 to January 26, 2025. On March 18, 2025, the Company executed the twenty-ninth, thirtieth and thirty-first one-month extensions for the period from January 26, 2025 to April 26, 2025.

Extension payments are funded in the form of a loan from Sponsor. The loans are non-interest bearing and payable upon the consummation of the Company’s initial Business Combination. If the Company completes an initial Business Combination, it will repay such loaned amounts out of the proceeds of the Trust Account released to it. If the Company does not complete a Business Combination, it will not repay such loans. Furthermore, the letter agreement with the Company’s initial stockholders contains a provision pursuant to which the Sponsor has agreed to waive its right to be repaid for such loans out of the funds held in the Trust Account in the event that the Company does not complete a Business Combination.

Representative and Consultant Shares

Pursuant to the underwriting agreement (the “Underwriting Agreement”) between the Company and I-Bankers Securities (the “Representative”), on November 23, 2020, the Company issued to the Representative and its designee 250,000 shares of common stock and separately agreed to issue the Company’s Consultant 15,000 shares of common stock for nominal consideration in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, the Company issued to the Consultant such Consultant Shares. The Company accounted for the Representative Shares and Consultant Shares as a deferred offering cost of the Initial Public Offering. Accordingly, the offering cost was allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants were expensed immediately in the statement of operations, while offering costs allocated to the redeemable Public Shares were deferred and subsequently charged to temporary stockholders' equity following the completion of the Initial Public Offering.

In 2020, the Company estimated and recorded the fair value of the Representative Shares and Consultant Shares to be $1,322,350 based upon the price of the common stock issued ($4.99 per share) to the Representative and Consultant. The holders of the Representative Shares and Consultant Shares have agreed not to transfer, assign or sell any such shares until the later of (i) 30 days after the completion of a Business Combination and 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative Shares and Consultant Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement.

In addition, the holders of Representative Shares and Consultant Shares have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the time specified in the certificate of incorporation.

Note 6 — Commitments

Registration and Stockholder Rights

Pursuant to a registration rights and stockholder agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In the case of the private placement warrants and representative shares issued to I-Bankers Securities, the demand registration rights provided will not be exercisable for longer than five years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(C) and the piggyback registration right provided will not be exercisable for longer than seven years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(D). The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Business Combination Marketing Agreement

The Company has engaged I-Bankers Securities, ~~Inc.~~ on November 23, 2020, as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, ~~Inc.~~ a cash fee for such services upon the consummation of a Business Combination in an amount equal to 2.75% of the gross proceeds of our Initial Public Offering, or $3,162,500. As of March 31, 2025, there were no unbilled or accrued amounts for services that had been performed pursuant to this agreement.

Strategic Legal Advisory Services

On March 24, 2021, as supplemented on August 30, 2022, the Company signed a Legal Services Engagement Letter with Woolery & Co. ("Woolery") for services in connection with completing a business combination or a similar transaction. Services include, but are not limited to, strategic legal advice on a business combination and associated corporate matters, introductions to financial institutions to facilitate business combination financing requirements, domestic and international transaction structuring, and preparation of any required Nasdaq listing application. As of March 31, 2025, there were no unbilled or accrued amounts for services that had been performed pursuant to this agreement. Pursuant to the engagement letter, Breeze paid a non-refundable retainer of $100,000, and upon the completion of a business combination or similar transaction, Breeze is obligated to pay Woolery a fee of $2.0 million, however, Sponsor has agreed to assume $1.2 million of the obligation, and a discretionary performance fee, if warranted, and mutually and reasonably agreed upon by Breeze and Woolery. At the closing of a business combination, Breeze will pay Woolery the balance of $800,000.

Merger Proxy/Business Combination Rate Agreement

On October 30, 2024, Breeze signed a Merger Proxy/Business Combination Rate Agreement with Edgar Agents LLC, for SEC document preparation, printing and filing for the merger with YD Biopharma. As of March 31, 2025, there were no unbilled or pending amounts for services that had been performed through March 31, 2025, pursuant to this agreement. The agreement includes an obligation to pay a Transaction Success Fee of $50,000 upon successful completion and filing of the documents with the SEC.

1823

Public Relations Agreement

On February 29, 2024, the Company signed a Public Relations Agreement with Gateway Group, Inc. ("Gateway"), for public relations services for a business combination. As of March 31, 2025, Gateway has not provided the Company with any services pursuant to this agreement. The agreement includes an obligation to pay a Transaction Success Fee of $20100,000 upon the successful completion of a business combination.

Proxy Solicitation Services Agreement

On October 17, 2024, Breeze signed a Proxy Solicitation Services Agreement with D.F. King & Co., Inc. ("D.F. King"), for proxy solicitation services associated with the business combination with YD Biopharma. As of March 31, 2025, D.F. King has not provided the Company with any services pursuant to this agreement. The agreement includes an obligation to pay a Service Fee of $25,000 and a discretionary fee, if warranted, at the sole discretion of Breeze based upon the campaign and D.F. King's performance. On May 27, 2025, Breeze signed a proxy solicitation services agreement with D.F. King, for proxy solicitation services in connection with the Company’s stockholders’ vote to approve an extension amendment at a meeting that is currently expected to occur in June 2025. As consideration for the Services, the Company shall pay to D. F. King a non-refundable Service Fee of $5,000 and a discretionary fee, if warranted, at the sole discretion of the Company, based upon the campaign and D.F. King'’s performance.

Note 7 – Warrants

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there were 11,500,000 Public Warrants and 5,425,000 Private Placement Warrants outstanding. The Company classifies the outstanding Public Warrants and Private Placement Warrants as warrant liabilities on the balance sheet in accordance with the guidance contained in ASC 815-40. Under the guidance in ASC 815-40, certain warrants do not meet the criteria for equity treatment. These warrants include a clause whereby the warrant holder may be entitled to receive a net cash settlement upon the acceptance by the holders of the Company’s common stock of a tender, exchange or redemption offer. Upon such a qualifying tender cash offer (an event which could be outside the control of the Company), all Warrant holders would be entitled to cash. This factor precludes the Company from applying equity accounting as the warrant holder could receive a net cash settlement value that is greater than a holder of the Company’s common stock. Accordingly, the Company has concluded that liability accounting is required. As such, these warrants are recorded at fair value as of each reporting date with the change in fair value reported within other income in the accompanying condensed consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity. ~~The~~For 2023 and certain periods in 2024, the Company utilized a Modified Black Scholes Model to estimate the fair values of the warrants, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market participants would use in valuing the contingent consideration. The Company determined the fair value by using the below key inputs to the Modified Black Scholes Model.

Public Warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the Public Warrants. The Public Warrants are exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash, and ~~the~~we ~~Company~~ will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when ~~the~~we ~~Company~~ shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

1924

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of ~~our~~its initial business combination, itwe will use our reasonable best efforts to file, and within 60 business days after the closing of ~~our~~its initial business combination, to have declared effective, a registration statement relating to the shares of common stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if ~~our~~the Company's common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the company so ~~elect~~elects, itthe Company will not be required to file or maintain in effect a registration statement, but will use its best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the company may call the warrants for redemption:

•	in whole and not in part;

•	at a price of $0.01 per warrant;

•	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

•	if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.

The Company may not redeem the warrants when a holder may not exercise such warrants.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of ~~our~~its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by ~~our~~the Company's board of directors and, in the case of any such issuance to ~~our~~its initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of ~~our~~its initial business combination on the date of the consummation of ~~our~~its initial business combination (net of redemptions), and (z) the volume weighted average trading price of ~~our~~the Company's common stock during the 20 trading day period starting on the trading day after the day on which the company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the company will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the warrant holder.

The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the original holders or their permitted transferees. If the Private Placement Warrants are held by someone other than the original holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units being sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are substantially identical to those of the Warrants being sold as part of the Units in the Initial Public Offering.

The Sponsor and I-Bankers Securities purchased from the Company an aggregate of 5,425,000 Warrants at a price of $1.00 per Warrant (a purchase price of $5,425,000) in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50. The purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination.

If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distributions to the public stockholders and the Warrants issued to the Sponsor and I-Bankers Securities will expire worthless.

~~The~~At ~~warrant~~March ~~liabilities~~31, ~~were~~2025 ~~initially~~and ~~measured~~December at31, ~~fair~~2024, ~~value upon~~ the ~~closing~~fair value of both the ~~Initial~~Company’s ~~Public~~Private ~~Offering~~Placement Warrants and ~~subsequently re-measured at each reporting period using a Modified Black-Scholes model. The~~ Public Warrants ~~were~~utilized ~~allocated a portion of~~ the ~~proceeds~~Company’s ~~from~~trading ~~the~~price ~~issuance~~ of the ~~Units~~Public ~~equal to its fair value~~Warrants. ~~The~~As ~~Company recognized a gain in connection with changes in the fair value~~ of ~~warrant~~March ~~liabilities of $2~~31,~~302,250~~ 2025 and aDecember ~~loss~~31, ~~of $846~~2024,~~250~~ in the ~~condensed~~Company ~~consolidated~~determined ~~statements~~that ofutilizing ~~operations for~~ the ~~three~~Modified ~~months~~Black-Scholes ~~ended~~model ~~September~~to ~~30,~~value ~~2024~~the ~~and September~~Private ~~30,~~Placement ~~2023,~~Warrants ~~respectively.~~deviated ~~The~~too ~~Company~~far ~~recognized~~from awhat ~~loss~~would inbe ~~connection~~expected ~~with~~if ~~changes in~~ the ~~fair~~Private ~~value~~Placement ofWarrants ~~warrant~~were ~~liabilities~~publicly oftraded ~~$1,354,000~~as ~~and $2,031,000 in~~ the ~~condensed~~terms ~~consolidated statements~~ of ~~operations for~~ the ~~nine~~Public ~~months~~Warrants ~~ended~~and ~~September~~Private ~~30,~~Placement ~~2024~~Warrants ~~and September~~are ~~30, 2023, respectively~~similar.

The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The Company recognized a loss in connection with changes in the fair value of warrant liabilities of $3,046,500 and $21,132,500 in the condensed consolidated statements of operations for the three months ended March 31, 2025 and March 31, 2024, respectively. For further details on the valuation inputs and methodology used in measuring the fair value of the warrant liabilities, refer to Note 9 - Fair Value Measurements.

Note 8 — Stockholder’s Deficit

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of shares of our common stock are entitled to one vote ~~for~~per share owned on each matter properly submitted to the stockholders on which the holders of the common stock are entitled to vote. The holders of shares of our common stock shall be entitled to receive dividends and other distributions (payable in cash, property or capital stock of the Company) when, as and if declared thereon by our board of directors from time to time out of any assets for funds of the Company legally available therefor and shall share equally on a per share basis in such dividends and distributions. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there were 3,140,000 shares of common stock issued and outstanding for both periods, excluding ~~893~~272,~~712~~103 and 1893,~~159,276~~712 shares of common stock subject to possible redemption, respectively.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of the Business Combination, even if the holder of a Right converted all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s certificate of incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of the Business Combination, each holder of a Right will be required to affirmatively convert his, her or its Rights in order to receive the one-twentieth (1/20) of a share of common stock underlying each Right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of Rights in order to receive his, her or its additional share of common stock upon consummation of the Business Combination. The shares issuable upon exchange of the Rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis.

The Company will not issue fractional shares in connection with an exchange of Rights. As a result, the holders of the Rights must hold Rights in multiples of 20 in order to receive shares for all of the holders’ Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds with respect to their Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the Rights.

Note 9 — Fair Value Measurements

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of ~~September~~March 3031, ~~2024~~2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level 1		Level 2		Level 3
Liabilities
Warrant liability - Public Warrants	$	24,~~415~~025,000	$	—	$	—
Warrant liability - Private Placement Warrants	$	—	$	—1,898,750	$	~~1,139,250~~—

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, ~~2023~~2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level 1		Level 2		Level 3
Liabilities
Warrant liability - Public Warrants	$	1,~~495~~955,000	$	—	$	—
Warrant liability - Private Placement Warrants	$	—	$	—922,250	$	~~705,250~~—

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. ~~The~~There ~~value~~were ofno transfers during the ~~Public~~three ~~Warrants~~months ~~was~~ended ~~transferred~~March to31, ~~Level~~2025. 1The ~~during~~value of the ~~three~~Private ~~months~~Warrants ~~ended~~was ~~September~~transferred ~~30,~~from ~~2024~~Level ~~and~~3 ~~there~~to ~~were~~Level no2 ~~transfers~~ during the ~~year~~three months ended December 31, ~~2023~~2024.

The ~~following~~Company ~~table~~utilized ~~presents~~a ~~information~~back-solve ~~about~~lattice model for the ~~Company's~~initial ~~financial~~valuation ~~assets~~of ~~that~~the ~~were~~Public ~~transferred~~Warrants. ~~from~~The ~~Level~~subsequent 3measurement toof the Public Warrants as of March 31, 2025 and December 31, 2024, are classified as Level 1: due to the use of an observable market quote in an active market under the ticker BRZHW. The quoted prices of the Public Warrants were $0.35 and $0.17 per warrant as of March 31, 2025 and December 31, 2024, respectively.

Level 3 Roll Forward of Warrant Liability - Public Warrants		Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Beginning balance	$	3,795,000		$	—
Transfer in		—			3,795,000
Transfer out		(2,415,000	)		(2,415,000	)
Unrealized gain		(1,380,000	)		(1,380,000	)
Ending balance	$	—		$	—
Amount of unrealized gain for the period included in income relating to assets held at the end of the reporting period	$	(1,380,000	)	$	(1,380,000	)

As of March 31, 2025 and December 31, 2024, the Company determined that utilizing the Modified Black-Scholes model to value the Private Placement Warrants deviated too far from what would be expected if the Private Placement Warrants were publicly traded as the terms of the Public Warrants and Private Placement Warrants are similar. Consequently, the Company used the quoted price of the Public Warrants of $0.35 and $0.17 per warrant as of March 31, 2025 and December 31, 2024, respectively, as a proxy for the fair value of the Private Placement Warrant. Pursuant to ASC 820, since the fair value is being based on the market price of the Public Warrants (which are similar but not identical to the Private Placement Warrants), this is considered a Level 2 input as it is observable, either directly or indirectly, for the Public Warrants but is not a quoted price in an active market for identical items.

The Company utilized a back-solve lattice model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of September 30, 2024 and December 31, 2023, are classified as Level 1 due to the use of an observable market quote in an active market under the ticker BRZHW and BREZW, respectively. The quoted prices of the Public Warrants were $0.21 and $0.13 per warrant as of September 30, 2024 and December 31, 2023, respectively.

The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed consolidated statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The probability of completing the business combination is derived by taking a sample of other special purpose acquisition companies and calculating the implied probability of completion for each company in the sample set. The average and 1st and 3rd quartiles of the implied probability of completion then formulates the basis for the probability utilized for the Company in the models. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants:

	As of			As of
	September 30,			December 31,
	2024			2023
Stock price	$	11.26		$	11.03
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		14.50	%		6.5	%
Dividend yield		—			—
Term (in years)		5.41			5.25
Volatility		0.50	%		11.30	%
Risk-free rate		3.60	%		3.84	%
Fair value of warrants	$	0.21		$	0.13

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of December 31, 2022	$	379,750		$	805,000		$	1,184,750
Fair value as of December 31, 2023	$	705,250		$	1,495,000		$	2,200,250
Change in valuation inputs or other assumptions		~~(54~~8,~~250~~137,500	)		~~(115~~12,995,000	)		~~(169~~21,~~250~~132,500	)
Fair value as of March 31, 2023	$	325,500		$	690,000		$	1,015,500
Fair value as of March 31, 2024	$	8,842,750		$	14,490,000		$	23,332,750
Change in valuation inputs or other assumptions		434,000			920,000			1,354,000
Fair value as of June 30, 2023	$	759,500		$	1,610,000		$	2,369,500
Change in valuation inputs or other assumptions		271,250			575,000			846,250
Fair value as of September 30, 2023	$	1,030,750		$	2,185,000		$	3,215,750

	Private Placement			Public			Warrant Liabilities
Fair value as of December 31, 2023	$	705,250		$	1,495,000		$	2,200,250
Fair value as of December 31, 2024	$	922,250		$	1,955,000		$	2,877,250
Change in valuation inputs or other assumptions		8976,~~137,~~500			122,~~995~~070,000			213,~~132~~046,500
Fair value as of March 31, 2024	$	8,842,750		$	14,490,000		$	23,332,750
Fair value as of March 31, 2025	$	1,898,750		$	4,025,000		$	5,923,750
Change in valuation inputs or other assumptions		(6,781,250	)		(10,695,000	)		(17,476,250	)
Fair value as of June 30, 2024	$	2,061,500		$	3,795,000		$	5,856,500
Change in valuation inputs or other assumptions		(922,250	)		(1,380,000	)		(2,302,250	)
Fair value as of September 30, 2024	$	1,139,250		$	2,415,000		$	3,554,250

2327

Note 10 — Interim Income Tax

The Company's effective tax rate for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 was -0.5505% ~~and 0.00%~~, and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 was -20.5703% ~~and -1.10%~~ respectively. The Company's effective tax rate differs from the statutory income tax rate of 21.00% primarily due to the recognition of gains or losses from the change in the fair value of warrants, non-deductible transaction costs, and the valuation allowance on the deferred tax assets for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~September~~March 3031, ~~2023~~2024, respectively. The Company has used a discrete effective tax rate method to calculate taxes for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025. The Company believes that, at this time, the use of the discrete method for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pre-tax earnings or loss.

Note 11 — Segment ~~Subsequent Events~~Information

~~The~~ASC ~~Company~~Topic ~~evaluated~~280, ~~subsequent~~“Segment ~~events~~Reporting,” ~~and~~establishes ~~transactions~~standards ~~that~~for ~~occurred~~companies ~~after~~to ~~the~~report ~~balance~~in ~~sheet~~their ~~date~~financial upstatements toinformation ~~the~~about ~~date~~operating ~~that~~segments, ~~the~~products, ~~condensed~~services, ~~consolidated~~geographic ~~financial~~areas, ~~statements~~and ~~were~~major ~~issued~~customers. ~~Based~~Operating ~~upon~~segments ~~this~~are ~~review,~~defined ~~the~~as ~~Company~~components ~~did~~of ~~not,~~an ~~except~~enterprise asfor ~~described~~which inseparate ~~these~~financial ~~condensed~~information ~~consolidated~~is ~~financial~~available ~~statements~~that ~~and~~is ~~below,~~regularly ~~identify~~evaluated ~~any~~by ~~other~~the ~~subsequent~~Company’s ~~events~~chief ~~that~~operating ~~would~~decision ~~have~~maker ~~required~~(“CODM”), ~~adjustment~~ or ~~disclosure~~group, in ~~the~~deciding ~~condensed~~how ~~consolidated~~to ~~financial~~allocate ~~statements~~resources and assess performance.

OnThe ~~November 19, 2024 the~~ Company ~~announced~~is ~~it will hold~~ a ~~meeting~~blank ofcheck ~~its~~company ~~stockholders~~formed onfor ~~December 23, 2024 where~~ the ~~Company’s stockholders~~purpose ~~will~~of beeffecting ~~asked to approve (i)~~ a ~~proposal~~Business toCombination. ~~amend~~As ~~the~~of ~~Company’s~~March ~~A&R~~31, ~~COI~~2025, ~~to authorize~~ the Company tohad ~~approve~~not ancommenced ~~amendment~~any tooperations. ~~the~~The Company’s ~~amended~~will ~~and~~not ~~restated~~generate ~~certificate~~any ofoperating ~~incorporation~~revenues tountil ~~extend~~after the ~~date~~completion byof ~~which~~its ~~the~~initial ~~Company~~Business ~~must consummate a business combination or~~Combination, ifat itthe ~~fails~~earliest. toThe doCompany ~~so,~~generates ~~cease~~non-operating ~~its~~income ~~operations~~in ~~and redeem or repurchase 100% of~~ the ~~shares~~form of ~~the~~interest ~~Company’s~~income ~~common~~on ~~stock~~cash ~~issued~~from in the ~~Company’s~~proceeds ~~initial~~derived ~~public offering (“IPO”),~~ from ~~December 26, 2024 monthly for up to six additional months at~~ the ~~election~~Initial ofPublic ~~the Company~~Offering, ~~ultimately until as late as June 26, 2025~~ and ~~(ii)~~non-operating aincome ~~proposal~~or toexpense ~~amend~~from the ~~Trust~~changes ~~Agreement to~~in ~~authorize~~ the ~~Extension~~fair ~~and~~value ~~its~~of ~~implementation~~warrant ~~by the Company~~liability.

OnThe ~~November~~Company’s ~~25,~~CODM ~~2024,~~has ~~Breeze~~been ~~filed~~identified anas ~~F-4~~the ~~with~~Chief ~~the SEC~~Executive ~~regarding~~Officer, awho ~~merger~~reviews ~~with~~the YDconsolidated ~~Bio~~operating ~~Limited,~~results ~~which~~for ~~included~~the Company as a ~~preliminary~~whole ~~proxy statement~~to make decisions about allocating resources and aassessing ~~prospectus~~financial inperformance. ~~connection~~Accordingly, ~~with~~management ~~the~~has ~~Merger~~determined ~~Agreement~~that ~~and~~the ~~Plan~~Company ofonly ~~Reorganization~~has one operating segment. The ~~transaction~~ ~~has~~CODM ~~been~~does ~~unanimously~~not ~~approved~~review byassets in evaluating the ~~boards~~results of ~~directors~~the ofCompany, YDand ~~Bio~~therefore, ~~Limited~~such ~~and~~information ~~Breeze.~~is not presented.

AtWhen aevaluating ~~Special Meeting, stockholders will be asked to consider and vote upon a proposal, which is referred to herein as~~ the ~~“Business~~Company’s ~~Combination~~primary ~~Proposal”~~measure toof ~~approve~~performance and ~~adopt~~making ~~the~~key ~~Merger~~decisions ~~Agreement~~regarding ~~and~~resource ~~Plan of Reorganization~~allocation, ~~dated September 24, 2024 (as may be amended, supplemented or otherwise modified from time to time,~~ the ~~“Merger~~CODM ~~Agreement”),~~reviews byseveral ~~and~~key ~~among (i) Breeze~~metrics, ~~(ii) YD Bio Limited (f/k/a True Velocity, Inc., a wholly owned subsidiary of Breeze), a Cayman Islands exempted company (“Pubco”), (iii) Breeze Merger Sub, Inc., a Delaware corporation and~~ which isinclude a direct, wholly-owned subsidiary of Pubco (“Breeze Merger Sub”), (iv) BH Biopharma Merger Sub Limited, a Cayman Islands exempted company (“Company Merger Sub,” with Company Merger Sub and Breeze Merger Sub together referred to herein as the “Merger Subs”), and (v) YD Biopharma Limited, a Cayman Islands exempted company (“YD Biopharma”), including the transactions contemplated thereby. In connection with and upon the consummation of the merger contemplated by the Merger Agreement, Breeze will become a wholly-owned subsidiary of YD Bio Limited, which is hereinafter referred to (on a post-closing basis) as “Pubco.”following:

Pursuant to the terms of the Merger Agreement, Breeze Merger Sub will merge with and into Breeze with Breeze surviving the merger as a wholly-owned subsidiary of Pubco (the “Breeze Merger”), and Company Merger Sub will merge with and into YD Biopharma, with YD Biopharma surviving such merger as a wholly-owned subsidiary of Pubco (the “Company Merger” and together with the Breeze Merger, the “Mergers” and together with the other transactions and ancillary agreements contemplated by the Merger Agreement, the “Business Combination”).

	For the Three Months Ended March 31, 2025			For the Three Months Ended March 31, 2024
Operating and formation costs	$	353,819		$	1,047,041
Loss from operations		(353,819	)		(1,047,041	)
Total other expenses, net		(3,011,940	)		(20,962,920	)
Loss before income taxes	$	(3,365,759	)	$	(22,009,961	)
Net loss	$	(3,367,514	)	$	(22,015,739	)

24Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Note 12 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not, except as described in these condensed consolidated financial statements, identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Breeze Holdings Acquisition Corp. and its consolidated subsidiaries. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Breeze Sponsor, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on June 11, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our business combination using cash from the proceeds of the Initial Public Offering and the sale of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

As indicated in the accompanying condensed consolidated financial statements at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, we had $2403 and $4101,~~228~~674 in cash, respectively, and a working capital deficit of $910,~~819~~418,~~425~~040 and $717,~~849~~358,~~292~~530, respectively (excluding prepaid income taxes, ~~prepaid~~ franchise ~~taxes~~tax payable and excise tax payable). We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial business combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 11, 2020 (inception) through ~~September~~March 3031, ~~2024~~2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account, and changes in the fair value of warrant liabilities. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended ~~September~~March 3031, ~~2024~~2025, we had a net ~~income~~loss of $23,~~189~~367,~~744~~514, which consisted of ~~operating costs of $260,084 offset by~~ a ~~gain~~loss of $23,~~302~~046,~~250~~500 in the fair value of warrant liabilities, ~~and~~operating ~~interest~~costs of $353,819, and income tax expense of $~~135~~1,~~536~~755, onoffset by interest income from our ~~Trust~~trust ~~Account~~account of $34,560.

For the ~~nine~~three months ended March ~~September 30~~31, 2024, we had a net loss of $222,~~722~~015,~~429~~739, which consisted of a loss of $121,~~354~~132,~~000~~500 in the fair value of warrant liabilities, ~~and~~ operating costs of $1,~~844~~047,~~532~~041, and income tax expense of $5,778, offset by interest income offrom ~~$476,103~~out ontrust ~~our~~account ~~Trust~~of ~~Account~~$169,580.

For the three months ended September 30, 2023, we had a net loss of $1,076,594, which consisted of a loss of $846,250 in the fair value of warrant liabilities, interest income on the Trust Account of $166,547, partially offset by operating costs of $369,952 and income tax expense of $26,939.29

For the nine months ended September 30, 2023, we had a net loss of $3,241,155, which consisted of a loss of $2,031,000 in the fair value of warrant liabilities, and interest income on the Trust Account of $387,058, partially offset by operating costs of $1,563,416 and income tax expense of $33,797.

Liquidity and Capital Resources

On November 25, 2020, we consummated the Initial Public Offering of 11,500,000 units at a price of $10.00 per unit (including 1,500,000 units from the full exercise of the ~~underwriters~~underwriter's over-allotment option), generating gross proceeds of $115,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,425,000 private placement warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $5,425,000.

Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the private placement warrants, a total of $116,725,000 was placed in the trust account. We incurred $4,099,907 in transaction costs, including $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs.

AsOn May 5, 2022, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to September 3026, ~~2024~~2022 was approved. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.35 per share), weplus ~~had~~any pro ~~cash~~rata interest earned on the funds held in anthe ~~interest-bearing~~Trust ~~trust~~Account ~~account~~and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 6,732,987 shares of the Company’s common stock were redeemed for $1069,~~578~~700,~~352~~628, (the “Redemption”). On May 10, 2022, $109,000 was withdrawn from the Trust Account for payment of franchise and income taxes.

On September ~~December 20~~13, 2022, ~~January 25, 2023 and February 23, 2023 Breeze executed~~ the ~~fourth, fifth and sixth one-month extensions through March 26, 2023. The~~ Company held ~~a meeting of~~ its ~~stockholders~~annual ~~on March 22, 2023 where the Company~~stockholders’s ~~stockholders~~meeting ~~approved~~at ~~(i)~~ which a proposal to ~~amend~~approve the ~~Company’s~~extension ~~A&R~~of ~~COI~~time to ~~authorize~~consummate the ~~Company~~closing toof ~~extend~~a Business ~~the~~Combination ~~date~~Agreement ofto March 26, 2023, upwas toapproved. ~~six~~The ~~(6) times~~stockholders who ~~for~~elected anto ~~additional~~redeem ~~one~~their ~~(1) month~~shares ~~each~~did ~~time~~so ~~(ultimately~~for ~~until~~a aspro ~~late~~rata asportion ~~September~~of ~~26,~~the ~~2023),~~amount then ~~and~~in ~~(ii)~~the aTrust ~~proposal~~Account to($10.35 ~~amend~~per ~~the~~share), plus ~~Trust~~any ~~Agreement~~pro torata ~~authorize~~interest ~~the~~earned ~~Extension~~on ~~and~~the ~~its~~funds ~~implementation~~held byin the ~~Company.~~Trust OnAccount ~~March~~and not ~~29,~~previously ~~2023,~~released ~~Breeze~~to ~~executed~~ the ~~seventh~~Company ~~one-month~~to ~~extension~~pay ~~through~~its ~~April~~tax ~~26, 2023~~obligations. On ~~April~~In ~~25,~~connection with ~~2023,~~the ~~May~~extension 25proposal, ~~2023~~3, ~~and June 26~~076,817 ~~2023~~shares ~~Breeze executed~~ of the ~~eighth,~~Company’s ~~ninth~~common ~~and~~stock ~~tenth~~were ~~one-month~~redeemed ~~extensions~~for ~~through~~$31,845,056 with ~~July 26~~1,690,196 ~~2023~~shares remaining. On ~~August~~September 38, ~~2023 and August 28~~ 2022, ~~2023~~$122,247 ~~Breeze~~was ~~executed~~withdrawn from the ~~eleventh~~Trust Account ~~and~~for ~~twelfth~~payment ~~one-month~~of ~~extensions~~franchise ~~through~~and ~~September~~income ~~26, 2023~~taxes.

~~The~~At the ~~Company~~annual ~~held a~~ meeting of ~~its~~the ~~stockholders~~Company held on September 2213, ~~2023~~2022, ~~where~~ the Company’s stockholders approved (i) a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “A&R COI”) to authorize the Company to extend the date of September 26, ~~2023~~2022, up to ~~nine~~ six (96) times for an additional one (1) month each time (ultimately until as late as ~~June~~March 26, ~~2024~~2023) by which the Company must (a) consummate a merger, capital stock exchange, asset, stock purchase, reorganization or other similar business combination, which we refer to as our initial business combination, or (b) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and redeem all of the shares of common stock of the Company included as part of the units sold in the Company’s initial public offering that was consummated on November 25, 2020, and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. OnThe ~~September~~amended ~~27,~~Trust ~~2023,~~Agreement authorizes ~~Breeze~~the ~~executed~~Company’s Board of Directors to extend the ~~thirteenth~~time to complete the Business Combination up to six (6) times for an additional one- (1) month ~~extension~~each ~~through~~time ~~October~~(for ~~26,~~a ~~2023. On~~maximum ~~October~~of ~~25,~~six ~~2023~~one-month extensions), ~~November~~upon ~~27,~~the ~~2023,~~deposit ~~December~~into ~~27,~~the ~~2023,~~Trust ~~January~~Account ~~26,~~of ~~2024,~~$0.035 ~~February~~for ~~27,~~each ~~2024,~~outstanding ~~March~~public ~~26,~~share ~~2024,~~by ~~May~~the 7,Sponsor or ~~2024~~its ~~Breeze~~designees ~~executed~~on ~~the~~or ~~fourteenth,~~prior ~~fifteenth,~~to ~~sixteenth,~~September ~~seventeenth~~26, ~~eighteenth,~~2022 ~~nineteenth,~~or ~~twentieth~~such ~~and~~other ~~twenty-~~date as may be extended. Breeze executed its first one-month ~~extensions~~extension ~~through~~of ~~June~~September 26, ~~2024~~2022 depositing $59,157 in the Trust Account. On ~~September~~October 2721, ~~2023~~November 23, ~~$209~~December 20,~~650~~ ~~was~~2022, ~~withdrawn~~January 25, of2023 ~~interest~~and ~~income~~February ~~from~~23, ~~the~~2023 ~~Trust~~Breeze ~~Account~~executed ~~for~~the ~~payment~~second, ofthird, ~~franchise~~fourth, fifth and ~~income~~sixth ~~taxes~~one-month extensions through March 26, 2023.

The Company held a meeting of its stockholders on June 21, 2024 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of June 26, 2024, up to six (6) times for an additional one (1) month each time (ultimately until as late as December 26, 2024), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. On June 26, 2024 and August 1. 2024, Breeze executed the twenty-second and twenty-third extensions, and on November 22, 2024, Breeze executed (including accrued interest) the twenty-fourth, twenty-fifth, and twenty-sixth one-month extensions for the period from September 26, 2024 through November 26, 2024. On November 29, 2024, the Company filed a definitive proxy statement to hold a meeting of its stockholders on December 23, 2024 to approve (i) a proposal to amend the Company’s A&R COI to authorize the Company, and (ii) a proposal to amend the Trust Agreement to authorize and implement by the Company, an extension in one-month intervals up to June 26, 2025.30

The Company held a meeting of its stockholders on March 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of March 26, 2023, up to six (6) times for an additional one (1) month each time (ultimately until as late as September 26, 2023), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. On March 29, 2023, Breeze executed the seventh one-month extension through April 26, 2023. On April 25, 2023, May 25, 2023, and June 26, 2023 Breeze executed the eighth, ninth and tenth one-month extensions through July 26, 2023. On August 3, 2023 and August 28, 2023, Breeze executed the eleventh and twelfth one-month extensions through September 26, 2023.

AsThe ~~of September~~Company ~~30,~~held ~~2024,~~a wemeeting ~~had~~of ~~cash~~its ~~held~~stockholders inon ~~the~~September ~~trust account of $10~~22,~~578,352,~~ ~~including~~2023 ~~$476,103~~where ofthe ~~interest.~~Company’s ~~Interest~~stockholders ~~income~~approved on(i) a ~~the~~proposal ~~balance~~to inamend the ~~trust~~Company’s ~~account~~A&R ~~may~~COI beto ~~used~~authorize bythe usCompany to ~~pay~~extend ~~taxes.~~the Ondate ~~May~~of ~~10,~~September ~~2022~~26, ~~$109~~2023,~~000~~ ~~was~~up ~~withdrawn~~to ~~from~~nine ~~the~~(9) times ~~Trust~~for ~~Account~~an ~~for~~additional ~~payment~~one of(1) month ~~franchise~~each ~~and~~time ~~income~~(ultimately ~~taxes,~~until onas ~~September~~late 8,as ~~2022~~June 26, ~~$122~~2024),~~247~~ ~~was~~and ~~withdrawn~~(ii) ~~from~~a proposal to amend the Trust ~~Account~~Agreement ~~for~~to ~~payment~~authorize ofthe ~~franchise~~Extension and ~~income~~its ~~taxes,~~implementation onby the Company. On September 27, 2023, ~~$209,650~~Breeze ~~was~~executed ~~withdrawn~~the ofthirteenth ~~interest~~one-month ~~income~~extension ~~from~~through ~~the~~October ~~Trust~~26, ~~Account~~2023. On ~~for~~October ~~payment~~25, of2023, ~~franchise~~November ~~and~~27, ~~income~~2023, ~~taxes~~December 27, ~~and~~2023, onJanuary ~~June~~26, 242024, February 27, 2024, ~~$59~~March 26,~~000~~ of2024, ~~interest~~May ~~income~~7, ~~was~~2024 ~~withdrawn~~Breeze ~~from~~executed the ~~Trust~~fourteenth, ~~Account~~fifteenth, ~~for~~sixteenth, ~~payment~~seventeenth, ofeighteenth, ~~franchise~~nineteenth, twentieth and ~~income~~twenty-first ~~taxes~~one-month extensions through June 26, 2024.

~~For~~ ~~the~~The ~~nine~~Company ~~months~~held ~~ended~~a ~~September~~meeting ~~30,~~of ~~2024,~~its ~~cash~~stockholders ~~used~~on inJune ~~operating~~21, ~~activities~~2024 ~~was~~where ~~$1,243,826~~the ~~which~~Company’s ~~was~~stockholders ~~due~~approved to(i) a ~~net~~proposal ~~loss~~to ofamend ~~$2,722,429,~~the aCompany’s ~~non-cash~~A&R ~~decrease~~COI into ~~fair~~authorize ~~value~~the ofCompany ~~warrant~~to ~~liabilities~~extend ofthe ~~$2,302,250,~~date ~~interest income~~ of ~~$476~~June 26,~~103~~ ~~on the Trust Account~~2024, ~~and~~up ato ~~decrease~~six in(6) times ~~working~~for ~~capital~~an ofadditional ~~$600,706.~~one ~~For~~(1) month ~~the~~each ~~same~~time ~~period~~(ultimately ~~cash~~until ~~provided~~as bylate ~~investing~~as ~~activities~~December ~~was~~26, $22024),~~875,279~~ ~~which~~and ~~was~~(ii) ~~due~~a proposal to anamend ~~investment~~the ofTrust ~~cash~~Agreement into authorize the ~~Trust~~Extension ~~Account~~and ofits ~~$265,433~~implementation aby ~~redemption~~the ofCompany. On ~~common~~June ~~stock of $3~~26,~~081,712,~~ 2024 and aAugust ~~withdrawal~~1. ~~of $59~~2024,~~000~~ toBreeze ~~pay~~executed ~~for~~the ~~franchise~~twenty-second and ~~income~~twenty-third ~~taxes~~extensions, and ~~net~~on ~~cash~~November ~~used~~22, ~~in financing activities was $1~~2024,~~635,679~~ ~~which~~Breeze ~~was~~executed ~~due~~(including toaccrued ~~proceeds~~interest) ~~from~~the ~~working~~twenty-fourth, ~~capital~~twenty-fifth, ~~loans~~ and atwenty-sixth ~~promissory~~one-month ~~note~~extensions ~~from~~for ~~Sponsor~~the ofperiod ~~$1,180,600~~from ~~and~~September ~~$265~~26,~~433~~ ~~respectively,~~2024 ~~and~~through aNovember ~~redemption of common stock of $3~~26,~~081,712~~ 2024.

~~For~~On December 23, 2024 the ~~nine~~Company ~~months~~held ~~ended~~a ~~September~~meeting ~~30,~~of ~~2023,~~its stockholders ~~cash~~to ~~used~~approve in(i) ~~operating~~a ~~activities~~proposal ~~was~~to $1amend the Company’s A&R COI to authorize the Company,~~336,181~~ ~~which~~and ~~was~~(ii) ~~due~~a proposal to ~~net~~amend the ~~loss~~Trust ofAgreement $3to authorize and implement by the Company,~~241~~ an extension in one-month intervals up to June 26,~~155~~ 2025. The Company, ~~primarily~~as ~~offset~~with byall aprevious ~~non-cash~~extensions, ~~increase~~provided its instockholders ~~fair~~with ~~value~~the opportunity to redeem all or a portion of ~~warrant~~their Public ~~liabilities~~Shares at the time of ~~$2,031,000,~~this ~~interest~~stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of ~~$387,058~~the onamount then in the Trust Account ($11.295 per share), ~~and~~plus aany ~~decrease~~pro rata interest earned on the funds held in ~~working~~the ~~capital~~Trust ofAccount ~~$147,193.~~and ~~For~~not previously released to the ~~same~~Company to ~~period~~pay ~~cash~~its ~~provided~~tax byobligations. ~~investing~~On ~~activities~~January ~~was~~2, 2025, $57,~~429~~353,~~866~~424 ~~which~~ was ~~due~~paid to stockholders ~~investment~~ in conjunction with the ~~Trust~~redemptions ~~Account~~from ofour ~~$406~~Special Shareholders Meeting held on December 23,~~790~~ 2024, aredeeming ~~redemption~~621,609 shares of the Company’s common stock, ofwith $53,~~627~~412,~~006,~~103 ~~and~~shares ~~net~~of ~~cash~~common ~~used~~stock inremaining ~~financing~~outstanding ~~activities~~after Redemption; ~~was~~272,103 $of the 3,~~926~~412,~~133~~103 ~~which~~shares ~~was~~of ~~due~~common stock remaining outstanding after redemption (the “Public Shares”) are owned by the public stockholders. The public stockholders will continue to ~~proceeds~~have ~~from~~the opportunity to redeem all or a ~~related~~portion ~~party~~of ~~working~~their ~~capital~~Public ~~loan~~Shares upon the completion of $1an initial business combination at a per-share price,~~335~~ payable in cash,~~400 and~~ ~~proceeds~~equal ~~from~~to the aaggregate ~~related~~amount ~~party~~on ~~promissory~~deposit ~~note~~in the Trust Account as of ~~$365~~two business days prior to the consummation of the initial business combination,~~473~~ including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. On January 2, 2025, the Company executed the twenty-seventh and twenty-eighth one-month extensions for the period from November 26, a2024 ~~redemption~~to ofJanuary ~~common~~26, ~~stock~~2025. On ofMarch $518,~~627~~ 2025,~~006~~ the Company executed the twenty-ninth, thirtieth and thirty-first one-month extensions for the period from January 26, 2025 to April 26, 2025.

As of March 31, 2025, we had cash held in the trust account of $3,282,555, including $171,058 of interest. Interest income on the balance in the trust account may be used by us to pay taxes. On May 10, 2022, September 8, 2022, September 27, 2023, June 24, 2024 and December 30, 2024, interest income of $109,000, $122,247, $209,650, $59,000 and $262,226, respectively, were withdrawn from the Trust Account for payment of franchise and income taxes.

For the three months ended March 31, 2025, cash used in operating activities was $490,407 which was due to a net loss of $3,367,514, a non-cash decrease in fair value of warrant liabilities of $3,046,500, interest income of $34,560 on the Trust Account, and a decrease in working capital of $134,833. For the same period cash provided by investing activities was $7,284,050 which was due to an investment of cash in the Trust Account of $69,374 a redemption of common stock of $7,353,424, and net cash used in financing activities was $6,894,914 which was due to proceeds from working capital loans and a promissory note from Sponsor of $389,136 and $69,374 respectively, and a redemption of common stock of $7,353,424.

For the three months ended March 31, 2024, cash used in operating activities was $629,741 which was due to a net loss of $22,015,739, a non-cash decrease in fair value of warrant liabilities of $21,132,500, interest income of $169,580 on the Trust Account, and a decrease in working capital of $432,078. For the same period cash provided by investing activities was $121,724 which was due to an investment of cash in the Trust Account of $121,724, and net cash used in financing activities was $751,724 which was due to proceeds from working capital loans and a promissory note from Sponsor of $630,000 and $121,724, respectively.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions and income taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had $2403 and $4101,~~228~~674, respectively, in cash held outside the Trust Account and a working capital deficit of $910,~~819~~418,~~425~~040 and $717,~~849~~358,~~292~~530, respectively (excluding prepaid income taxes, ~~prepaid~~ franchise ~~taxes~~tax payable and excise tax payable).

In order to ~~fund working capital deficiencies or~~ finance transaction costs in connection with aan ~~business~~intended ~~combination~~initial Business Combination, the ~~initial~~Sponsor ~~stockholders~~or an affiliate of the Sponsor, or ~~their~~certain ~~affiliates~~of the Company’s officers and directors may, but are not obligated to, loan usthe Company funds as may be required. IfSuch weloans ~~complete~~would abe ~~business~~evidenced ~~combination,~~by wepromissory notes. The notes would ~~repay~~be ~~such~~repaid ~~loaned~~upon ~~amounts~~consummation of a Business Combination, without interest. In the event that a ~~business~~Business ~~combination~~Combination does not close, wethe Company may use a portion of the ~~working~~proceeds ~~capital~~ held outside the ~~trust~~Trust ~~account~~Account to repay the ~~such~~loans, ~~loaned amounts~~ but no proceeds ~~from~~held ~~our~~in ~~trust~~the ~~account~~Trust Account would be used ~~for such repayment. Up~~ to ~~$1,000,000~~repay ~~of such loans may be convertible into warrants identical to~~ the private placement warrants, at a price of $1.00 per warrant at the option of the lender. However, all working capital promissory notes specifically state that the Sponsor has elected not to covert. The terms of such loans ~~by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans~~. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

On November 19, 2021, the Sponsor loaned the Company an aggregate of $1,150,000 pursuant to an unsecured promissory note to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022. This unsecured promissory note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) ~~December~~June 26, ~~2024~~2025. On February 18, 2022 (as amended), the Sponsor loaned the Company an aggregate of $1,150,000 pursuant to an unsecured promissory note to extend the date by which the Company had to consummate a business combination from February 25, 2022 to May 25, 2022. This unsecured promissory note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) June 26, 2025.

On February 1, 2022, the Company signed a Promissory Note with Sponsor, with a Maturity Date of March 26, 2023, for a total of up to $1,500,000. On October 1, 2022, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 for a total of up to $4,000,000. On April 1, 2023, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 for a total of up to $5,000,000. On October 1, 2023, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2024 for a total of up to $6,000,000. On March 1, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2024 for a total of up to $7,000,000. On July 1, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of December 26, 2024 for a total of up to $7,500,000. On December 26, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2025 for a total of up to $7,500,000. On March 1, 2025, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2025 for a total of up to $8,000,000. As of ~~September~~March 3031, ~~2024~~2025, the amount outstanding under this working capital loan was $56,~~792~~386,~~709~~939 for direct working capital, and $~~989~~1,~~258~~152,472 for monthly SPAC extension funds for the months of September 2022 through ~~September~~March ~~2024~~2025 for a total of $67,~~781~~539,~~967~~411 from Sponsor. The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) ~~December~~June 26, ~~2024~~2025.

On February 18, 2022, the Sponsor loaned the Company an aggregate of $1,150,000 pursuant to an unsecured promissory note to extend the date by which the Company has to consummate a business combination from February 25, 2022 to May 25, 2022. This unsecured promissory note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) December 26, 2024.

Going Concern

AsManagement determined ~~of September~~that ~~30,~~the ~~2024,~~above conditions and/or events indicate that it may be probable that the Company ~~had~~would $2be inunable ~~cash~~to ~~held~~meet ~~outside~~its ofobligations as they become due within one year from the ~~Trust~~date ~~Account~~that ~~and~~the financial ~~negative~~statements ~~working~~are ~~capital~~available ofto $9be issued. Although Management plans to address this uncertainty through a Business Combination or through obtaining loans,~~819,425,~~ ~~excluding~~there ~~prepaid~~is ~~income~~no ~~taxes~~assurance that the Company’s plans to consummate the Business Combination or obtain the loans will be successful. The Company has until June 26, ~~prepaid~~2025 ~~franchise~~to ~~taxes~~consummate a business combination, and ~~excise~~we ~~tax~~intend ~~payable~~to do so within this time period.

The accompanying ~~Company’s~~financial ~~liquidity~~statements ~~needs~~have ~~prior~~been toprepared assuming that the ~~consummation~~Company will ofcontinue ~~the~~as ~~Initial~~a ~~Public~~going ~~Offering~~concern. ~~were~~As ~~satisfied~~more ~~through~~fully ~~proceeds~~described ofin ~~$25,000~~Note ~~from~~1 to the ~~sale~~financial ofstatements, the ~~Founder~~Company’s ~~Shares,~~business plan ~~and~~is adependent ~~loan~~on the completion of ~~$300,000~~a ~~under~~business ancombination ~~unsecured~~and the Company’s cash and ~~non-interest~~working ~~bearing~~capital ~~promissory~~as ~~note~~of ~~(see~~March ~~Note~~31, ~~5).~~2025 are ~~Subsequent~~not sufficient to ~~the~~complete ~~consummation~~its ofplanned ~~the~~activities. ~~Initial~~These ~~Public~~conditions ~~Offering,~~raise substantial doubt about the Company’s ~~liquidity~~ability ~~needs~~to ~~have~~continue ~~been~~as ~~satisfied~~a ~~from~~going ~~the~~concern. Management's ~~net~~plans ~~proceeds~~in ~~from~~regard to these matters are also described in Note 1. The financial statements do not include any adjustments relating to the ~~private~~recovery ~~placement~~of ~~held~~the ~~outside~~recorded assets or the classification of the ~~Trust~~liabilities ~~Account~~that might be necessary should we be unable to continue as a going concern.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through a business combination. In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). There is no assurance that the Company’s plans to consummate a business combination or obtain Working Capital Loans will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.32

We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Contractual Obligations

On February 1, 2022, the Company signed a Promissory Note with Sponsor, with a Maturity Date of March 26, 2023, for a total of up to $1,500,000. On October 1, 2022, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 for a total of up to $4,000,000. On April 1, 2023, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of September 26, 2023 for a total of up to $5,000,000. On October 1, 2023, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2024 for a total of up to $6,000,000. On March 1, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2024 for a total of up to $7,000,000. On July 1, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of December 26, 2024 for a total of up to $7,500,000. On December 26, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2025 for a total of up to $7,500,000. On March 1, 2025, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of June 26, 2025 for a total of up to $8,000,000.As of ~~September~~March 3031, ~~2024~~2025, the amount outstanding under this Promissory Note was $56,~~792~~386,~~709~~939 for direct working capital, and $~~989~~1,~~258~~152,472 for monthly SPAC extension funds for the months of September 2022 through ~~September~~March ~~2024~~2025 for a total of $67,~~781~~539,~~967~~411 from Sponsor. The Promissory Note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) ~~December~~June 26, ~~2024~~2025.

28On February 18, 2022, the Sponsor loaned the Company an aggregate of $1,150,000 pursuant to an unsecured promissory note to extend the date by which the Company has to consummate a business combination from February 25, 2022 to May 25, 2022. This unsecured promissory note is non-interest bearing and payable on the earlier of (i) the consummation of an initial Business Combination, or (ii) June 26, 2025. The Company additionally owes Sponsor $202,556 for expenses paid by Sponsor on behalf of the Company. The total amount owed Sponsor as of March 31, 2025 is $10,041,967.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay Breeze Financial, Inc. a monthly fee of $5,000 for office space, administrative and support services to the Company.

~~The~~On November ~~underwriters~~23, ~~are~~2020, ~~entitled~~the toCompany aentered ~~deferred~~into ~~fee~~a ofbusiness ~~$0.275~~combination ~~per~~marketing agreement ~~share~~with ~~based~~I-Bankers Securities on 11November 23,~~500~~ 2020,~~000~~ ~~shares~~as ~~issued~~an advisor in connection with a Business Combination to assist the ~~IPO,~~Company orin $3holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes,~~162,500~~ introduce the Company to potential investors that are interested in purchasing the ~~aggregate.~~Company’s ~~The~~securities ~~deferred~~in ~~fee~~connection ~~will~~with ~~become~~a ~~payable~~Business Combination, toassist the ~~underwriters~~Company ~~from~~in obtaining stockholder approval for the Business ~~amounts~~Combination ~~held~~and inassist the ~~trust~~Company ~~account~~with ~~solely~~its press releases and public filings in connection with the ~~event~~Business ~~that~~Combination. wePer ~~complete~~the aterms ~~business~~of ~~combination~~the agreement, ~~subject~~the toCompany will pay I-Bankers Securities a cash fee for such services upon the consummation ~~terms~~of a Business Combination in an amount equal to 2.75% of the ~~underwriting~~gross proceeds of Initial Public Offering, or $3,162,500. As of March 31, 2025, there were no unbilled or accrued amounts for services that had been performed pursuant to this agreement.

On ~~February~~March 2924, ~~2024~~2021, as supplemented on August 30, 2022, the Company signed a ~~Public~~Legal ~~Relations~~Services ~~Agreement~~Engagement Letter with Woolery ~~Gateway~~& ~~Group, Inc~~Co., ("Woolery") for ~~public~~services ~~relations~~in ~~services~~connection ~~for~~with completing a business combination or a similar transaction. ~~The~~Services ~~agreement~~include, but ~~includes~~are annot ~~obligation~~limited to, ~~pay~~strategic legal advice on a ~~Transaction~~business ~~Success~~combination ~~Fee~~and associated corporate matters, introductions to financial institutions to facilitate business combination financing requirements, domestic and international transaction structuring, and preparation of any required Nasdaq listing application. As of March 31, 2025, there were no unbilled or accrued amounts for services that had been performed pursuant to this agreement. Pursuant to the engagement letter, Breeze paid a non-refundable retainer of $20100,000, and upon the ~~successful~~ completion of a business combination or similar transaction, Breeze is obligated to pay Woolery a fee of $2.0 million, however, Sponsor has agreed to assume $1.2 million of the obligation, and any discretionary performance fee, if warranted, and mutually and reasonably agreed upon by Breeze and Woolery. At the closing of a business combination, Breeze will pay Woolery the balance of $800,000.

On October 17, 2024, Breeze signed a Proxy Solicitation Services Agreement with D.F. King & Co., Inc. ("D.F. King"), for proxy solicitation services associated with the business combination with YD Biopharma. The agreement includes an obligation to pay a Service Fee of $25,000 and a discretionary fee, if warranted, at the sole discretion of the Breeze based, upon the campaign and D.F. King's performance.33

On ~~October~~February 3029, 2024, ~~Breeze~~the Company signed a ~~Merger Proxy/Business~~Public ~~Combination~~Relations ~~Rate~~ Agreement with ~~Edgar~~Gateway ~~Agents~~Group, ~~LLC~~Inc. ("Gateway"), for public relations services for ~~SEC document~~a ~~preparation~~business combination. As of March 31, 2025, ~~printing~~Gateway ~~and~~has ~~filing~~not ~~for~~provided the ~~merger~~Company with YDany ~~Biopharma~~services pursuant to this agreement. The agreement includes an obligation to pay a Transaction Success Fee of $50100,000 upon the successful completion ~~and filing~~ of ~~the~~a ~~documents~~business ~~with the SEC~~combination.

On October 17, 2024, Breeze signed a Proxy Solicitation Services Agreement with D.F. King & Co., Inc. ("D.F. King"), for proxy solicitation services associated with the business combination with YD Biopharma. As of March 31, 2025, D.F. King has not provided the Company with any services pursuant to this agreement. The agreement includes an obligation to pay a Service Fee of $25,000 and a discretionary fee, if warranted, at the sole discretion of the Breeze based, upon the campaign and D.F. King's performance. On May 27, 2025, Breeze signed a proxy solicitation services agreement with D.F. King, for proxy solicitation services in connection with the Company’s stockholders’ vote to approve an extension amendment at a meeting that is currently expected to occur in June 2025. As consideration for the Services, the Company shall pay to D.F. King a non-refundable Service Fee of $5,000 and a discretionary fee, if warranted, at the sole discretion of the Company, based upon the campaign and D.F. King’s performance.

On October 30, 2024, Breeze signed a Merger Proxy/Business Combination Rate Agreement with Edgar Agents LLC, for SEC document preparation, printing and filing for the merger with YD Biopharma. As of March 31, 2025, there were no unbilled or pending amounts to be invoiced for services that had been performed through March 31, 2025, pursuant to this agreement. The agreement includes an obligation to pay a Transaction Success Fee of $50,000 upon successful completion and filing of the documents with the SEC.

Critical Accounting Estimates

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. The critical accounting estimates, assumptions, judgements and the related policies that we believe have the most significant impact on our condensed consolidated financial statements are described below.

Warrant Liabilities

InThe Company ~~determining~~evaluated the ~~fair value of the Company’s~~ Public Warrants and Private Placement Warrants (collectively, ~~our~~“Warrants”, ~~third~~see ~~party~~Note ~~valuation~~7) ~~firm~~in ~~uses~~accordance ~~the~~with ~~most~~ASC ~~observable inputs available. The valuation approach for our Public Warrants utilizes a back~~815-~~solve~~40, “Derivatives ~~lattice model~~ and ~~for~~Hedging ~~our~~— ~~Private~~Contracts ~~Placement Warrants uses a Modified Black-Scholes model. Some of the inputs used~~ in ~~the models include the dividend yield on the Company~~Entity’s ~~common~~Own ~~stock~~Equity”, ~~expected~~and ~~common~~concluded that ~~stock~~a ~~price~~provision ~~volatility,~~in ~~risk-free~~the ~~interest~~warrant ~~rate,~~agreement ~~expected~~related ~~business~~to ~~combination~~certain ~~date~~tender ~~and~~or ~~probability~~exchange offers ofprecludes ~~completing~~ the ~~business~~Warrants ~~combination.~~from ~~Several~~being ofaccounted ~~these~~for ~~inputs~~as ~~are~~components ~~known~~of ~~and several use judgements~~equity. As ~~For instance,~~ the ~~probability~~Warrants ofmeet ~~completing~~ the ~~business~~definition ~~combination~~of ~~is derived by taking~~ a ~~sample~~derivative ofas ~~other~~contemplated ~~special~~in ~~purpose~~ASC ~~acquisition companies and calculating~~ 815, the ~~implied~~Warrants ~~probability~~are ofrecorded ~~completion~~as ~~for~~derivative ~~each~~liabilities ~~company~~on in the ~~sample~~consolidated ~~set.~~balance sheet ~~The~~and ~~average~~measured ~~and~~at ~~1st~~fair ~~and~~value ~~3rd~~at ~~quartiles~~inception of(on the ~~implied~~date ~~probability~~ of ~~completion then formulates~~ the ~~basis~~Initial Public ~~for~~Offering) ~~the~~and ~~probability~~at ~~utilized~~each ~~for~~reporting ~~the~~date ~~Company~~thereafter in ~~the~~accordance ~~models.~~with ~~Changes~~ASC 820, in“Fair ~~any~~Value orMeasurement” ~~all~~(“ASC ~~of these estimates and assumptions~~820”), orwith ~~the~~changes ~~relationships~~in ~~between~~fair ~~these~~value ~~assumptions,~~recognized in ~~impact~~ the ~~Company’s~~consolidated ~~valuation~~statement of ~~its~~operations ~~Public~~in ~~Warrants and Private Placement Warrants as of each valuation date and may have a material impact on~~ the ~~valuation~~period of ~~these warrants~~change.

In determining the fair value of the Company’s Public Warrants and Private Placement Warrants our third-party valuation firm uses the most observable inputs available. At March 31, 2025 and December 31, 2024, the fair value of both the Company’s Private Placement Warrants and Public Warrants utilized the Company’s trading price of the Public Warrants. As of March 31, 2025 and December 31, 2024, the Company determined that utilizing the Modified Black-Scholes model to value the Private Placement Warrants deviated too far from what would be expected if the Private Placement Warrants were publicly traded as the terms of the Public Warrants and Private Placement Warrants are similar. Some of the inputs used in the models include the dividend yield on the Company’s common stock, expected common stock price volatility, risk-free interest rate, expected business combination date and probability of completing the business combination. Several of these inputs are known and several use judgments. For instance, the probability of completing the business combination is derived by taking a sample of other special purpose acquisition companies and calculating the implied probability of completion for each company in the sample set. The average and 1st and 3rd quartiles of the implied probability of completion then formulates the basis for the probability utilized for the Company in the models. Changes in any or all of these estimates and assumptions, or the relationships between these assumptions, impact the Company’s valuation of its Public Warrants and Private Placement Warrants for valuation dates where the trading price of the Public Warrants was not used, and may have a material impact on the valuation of these warrants.

Recent Accounting Standards

For a detailed discussion of our significant accounting policies and related judgements, see Note 2—Summary of Significant Accounting Policies, of the Notes to Unaudited Condensed Consolidated Financial Statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer, who serves as our principal executive officer and our principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of ~~September~~March 3031, ~~2024~~2025, because of the identified material weakness in our internal control over financial reporting described below.

During the year ended December 31, 2023, the Company determined that it failed to accurately prepare its income tax provision for the year ended December 31, 2023. The control deficiencies related to the preparation, reviews and accounting of the Company's income tax provision and related expense represents a material weakness related to financial reporting.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s Chief Executive Officer, who serves as the Company’s principal executive officer and principal financial officer, and effected by the Company’s Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

●

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

●

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision, and with the participation of, our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (“2013 Framework”). Based on our evaluation under the COSO 2013 Framework, our management concluded that our internal control over financial reporting was not effective as of March 31, 2025 as a result of the material weaknesses discussed below.

We identified several material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses primarily related to: (i) the preparation and presentation of our 2023 income tax provision and accounting for income tax expense; (ii) the accounting for and recording of our March 31, 2025 change in fair value of warrant liabilities; and (iii) the untimely preparation of our financial package for the quarter ended March 31, 2025. Management concluded that a deficiency in internal control over financial reporting existed relating to the recognition of transaction costs related to income taxes which constituted a material weakness as defined in the SEC regulations. The material weakness resulted in an increase in the net operating loss carryforward balance, and also impacted our income tax expense and related balance sheet accounts.

In light of these material weaknesses, we have: (i) implemented a remediation plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the transaction costs standards that apply to our financial statements; (ii) added an additional review step when booking changes in warrant liability; and (iii) accelerated the timing to request warrant valuations each quarter from our third-party preparer. Our remediation plans include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding income tax applications. The elements of our remediation plans can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1A. Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, there have been no other material changes to the risk factors disclosed in our annual report on Form 10-K/A filed with the SEC on ~~April~~March 2511, ~~2024~~2025.

Item 5. Other Information.

During the period covered by this Quarterly Report, none of the Company’s directors or executive officers has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Securities Exchange Act of 1934, as amended).

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Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
3.1		Fifth Amendment to Amended and Restated Certificate of Incorporation of Breeze Holdings Acquisition Corp., dated June 21, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 27, 2024))
31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

*	Filed herewith.

**	Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BREEZE HOLDINGS ACQUISITION CORP.
Date: December 5, 2024	By:	/s/ J. Douglas Ramsey
Date: May 28, 2025	By:	/s/ J. Douglas Ramsey
	Name:	J. Douglas Ramsey
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal
		Financial and Accounting Officer)

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