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Filing Details

Accession Number:: 0000905148-22-000385
Form Type:: 13G Filing
Publication Date:: 2022-05-05 20:00:00

Filed By:: Harraden Circle Investments, Llc
Company:: Breeze Holdings Acquisition Corp.
Filing Date:: 2022-05-06
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Harraden Circle Investors	534,698	534,698	534,698	3.7%
Harraden Circle Investors GP	534,698	534,698	534,698	3.7%
Harraden Circle Investors GP	534,698	534,698	534,698	3.7%
Harraden Circle Investments	534,698	534,698	534,698	3.7%
Frederick V. Fortmiller, Jr	534,698	534,698	534,698	3.7%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Breeze Holdings Acquisition Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

106762107

(CUSIP Number)

April 26, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 11 Pages

Exhibit Index: 10 Page

1	NAMES OF REPORTING PERSONS
	Harraden Circle Investors, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			534,698

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			534,698

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	534,698

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	Harraden Circle Investors GP, LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			534,698

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			534,698

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	534,698

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN, HC

1	NAMES OF REPORTING PERSONS
	Harraden Circle Investors GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			534,698

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			534,698

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	534,698

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	Harraden Circle Investments, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			534,698

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			534,698

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	534,698

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	Frederick V. Fortmiller, Jr.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			534,698

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			534,698

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	534,698

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.7%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

Item 1(a).

Name of Issuer

Breeze Holdings Acquisition Corp. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices

955 W. John Carpenter Freeway, Suite 100-929

Irving, TX 75039

Item 2(a).

Names of Persons Filing

This Statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

Harraden Circle Investors, LP (“Harraden Fund”);

ii)

Harraden Circle Investors GP, LP (“Harraden GP”);

iii)

Harraden Circle Investors GP, LLC (“Harraden LLC”);

iv)

Harraden Circle Investments, LLC (“Harraden Adviser”); and

Frederick V. Fortmiller, Jr. (“Mr. Fortmiller”);

This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund. Harraden GP is the general partner to Harraden Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund.

Item 2(b).

Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is 299 Park Avenue, 21st Floor, New York, NY 10171.

Item 2(c).

Citizenship

Each of Harraden Fund and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities

Common Stock, par value $0.0001 per share (“Shares”)

Item 2(e).

CUSIP Number

106762107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.

Item 4.

Ownership

Item 4(a)

Amount Beneficially Owned

As of April 26, 2022, each of the Reporting Persons may have been deemed to be the beneficial owner of 852,693 Shares. This amount consisted of (i) 468,093 Shares held directly by Harraden Fund and (ii) 384,600 Shares obtainable upon exercise of call options held directly by Harraden Fund.

As of May 5, 2022, each of the Reporting Persons may be deemed the beneficial owner of 534,698 Shares. This amount consists of (i) 146,098 Shares held directly by Harraden Fund and (ii) 388,600 Shares obtainable upon exercise of call options held directly by Harraden Fund.

The foregoing amounts exclude any Warrants underlying the Units held directly by the Harraden Fund, because the Reporting Persons do not have the right to acquire the Shares underlying the Warrants within 60 days.

Item 4(b)

Percent of Class

As of April 26, 2022, each of the Reporting Persons may have been deemed the beneficial owner of approximately 5.8% of Shares outstanding.

As of May 5, 2022, each of the Reporting Persons may be deemed the beneficial owner of approximately 3.7% of Shares outstanding.

The foregoing percentages are based on a total of 14,640,000 Shares outstanding, based on information in the definitive proxy statement filed by the Issuer on March 30, 2022.

Item 4(c)

Number of shares as to which such person has:

(i) Sole power to vote or direct the vote:	0
(ii) Shared power to vote or direct the vote:	534,698
(iii) Sole power to dispose or direct the disposition of:	0
(iv) Shared power to dispose or direct the disposition of:	534,698

Item 5.

Ownership of Five Percent or Less of a Class

As of May 5, 2022, each of the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group

This Item 9 is not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: May 6, 2022

	HARRADEN CIRCLE INVESTORS, LP

	By:	HARRADEN CIRCLE INVESTORS GP, LP, its general partner
	By:	HARRADEN CIRCLE INVESTORS GP, LLC, its general partner

	By:	/s/ Frederick V. Fortmiller, Jr.
	Title:	Managing Member

	HARRADEN CIRCLE INVESTORS GP, LP

	By:	HARRADEN CIRCLE INVESTORS GP, LLC, its general partner

	By:	/s/ Frederick V. Fortmiller, Jr.
	Title:	Managing Member

	HARRADEN CIRCLE INVESTORS GP, LLC

	By:	/s/ Frederick V. Fortmiller, Jr.
		Managing Member

	HARRADEN CIRCLE INVESTMENTS, LLC

	By:	/s/ Frederick V. Fortmiller, Jr.
		Managing Member

	FREDERICK V. FORTMILLER, JR.

	/s/ Frederick V. Fortmiller, Jr.

EXHIBIT INDEX

Ex.		Page No.

1	Joint Filing Agreement	11

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Breeze Holdings Acquisition Corp. dated as of May 6, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Date: May 6, 2022

	HARRADEN CIRCLE INVESTORS, LP

	By:	HARRADEN CIRCLE INVESTORS GP, LP, its general partner
	By:	HARRADEN CIRCLE INVESTORS GP, LLC, its general partner

	By:	/s/ Frederick V. Fortmiller, Jr.
	Title:	Managing Member

	HARRADEN CIRCLE INVESTORS GP, LP

	By:	HARRADEN CIRCLE INVESTORS GP, LLC, its general partner

	By:	/s/ Frederick V. Fortmiller, Jr.
	Title:	Managing Member

	HARRADEN CIRCLE INVESTORS GP, LLC

	By:	/s/ Frederick V. Fortmiller, Jr.
		Managing Member

	HARRADEN CIRCLE INVESTMENTS, LLC

	By:	/s/ Frederick V. Fortmiller, Jr.
		Managing Member

	FREDERICK V. FORTMILLER, JR.

	/s/ Frederick V. Fortmiller, Jr.