Filing Details

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

623,215

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

623,215

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

623,215

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

623,215

Breeze Holdings Acquisition Corporation

955 W. John Carpenter Freeway, Suite 100-929, Irving, TX 750393

Name of Person Filing:

This statement is filed by:

(i)       Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) with respect to the common stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”); and

(ii)       Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the common stock held by the Meteora Funds.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the ordinary shares reported herein.

Address of Principal Business Office or, if none, Residence:

The address of the principal business office for each of the Reporting Persons is:

840 Park Drive East, Boca Raton, FL 33444

Citizenship:

Meteora Capital is a Delaware limited liability company. Vik Mittal is a United States citizen.

Title of Class of Securities:

Common stock, par value $0.0001

CUSIP Number:

106762 107

(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) ☒ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g) ☒ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);  

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);  

(j) ☐ A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);  

(k) ☐ Group, in accordance with 240.13d-1(b)(1)(ii)(K).   If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Ownership

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The percentages set forth in Row (11) of the cover page for each Reporting Person and elsewhere in this Schedule 13G are based on 7,907,013 shares of common stock, par value $0.0001, as of May 16, 2022 as reported on the Form 10-Q of the Issuer, which was filed with the SEC on May 23, 2022.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [   ].

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

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

Identification and Classification of Members of the Group.

Not applicable

Notice of Dissolution of Group.

Not applicable

Certifications.

Meteora Capital, LLC

Vik Mittal

Meteora Capital, LLC

Vik Mittal

Meteora Capital, LLC