Breeze Holdings Acquisition Corp. Receives Notice From Nasdaq Regarding Delayed Quarterly Report

Rhea-AI Summary

Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) announced it received a notice from Nasdaq regarding non-compliance with Listing Rule 5250(c)(1) due to a delayed filing of its Quarterly Report on Form 10-Q for Q3 2021. The Company filed a Form 12b-25 for the late filing and is revising its financial statements to classify all common stock as temporary equity following SEC guidance. The firm has 60 days to submit a compliance plan, which, if accepted, could extend its deadline up to 180 days, or until May 23, 2022.

Positive

• The company is actively working to resolve its filing issue and has communicated its commitment to resolve the matter promptly.
• If Nasdaq accepts the compliance plan, it allows additional time to rectify the situation, potentially mitigating immediate financial impacts.

Negative

• The delayed filing raises concerns about the company's financial governance and compliance, potentially affecting investor confidence.
• The reclassification of common stock to temporary equity may indicate underlying financial instability or challenges, impacting valuation.

IRVING, Texas, Dec. 6, 2021 /PRNewswire/ -- Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) (the "Company") announced today that on November 30, 2021 it received a notice ("Notice") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule") because the Company failed to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2021 (the "Form 10-Q") with the Securities and Exchange Commission ("SEC"). The Notice has no immediate effect on the listing or trading of the Company's securities on the Nasdaq Capital Market. 

As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on its financial statements. The Company had previously classified a portion of its common stock in permanent equity. In accordance with ASC 480-10-S99 and after discussion with the Company's management, the Company's audit committee concluded that all of its common stock should be classified as temporary equity.

On November 15, 2021, the Company filed a Form 12b-25 Notification of Late Filing with the SEC related to the Form 10-Q for the quarter ended September 30, 2021, in which the Company stated that it is working diligently to complete the review of the financial statements for the three and nine months ended September 30, 2021 as soon as possible; however, given the scope of the process for determining the appropriate treatment of the redeemable equity in accordance with ASC 480-10-S99, the Company was unable to complete and file the Form 10-Q by the required due date of November 15, 2021. The Company is working diligently to complete the Form 10-Q as soon as possible.

Under Nasdaq rules, the Company has 60 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until May 23, 2022, to regain compliance.

About Breeze Holdings Acquisition Corp.

Breeze Holdings Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities.

Forward-Looking Statements 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the risk factors section of the Form 10-K for the year ended December 31, 2020. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Contact:

Breeze Holdings Acquisition Corp.
955 W. John Carpenter Fwy., Suite 100-929
Irving, TX 75039
Attention: J. Douglas Ramsey

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SOURCE Breeze Holdings Acquisition Corp.

FAQ

What is the recent compliance issue for Breeze Holdings Acquisition Corp. (BREZ)?

Breeze Holdings Acquisition Corp. received a notice from Nasdaq for failing to timely file its Quarterly Report on Form 10-Q for Q3 2021.

What steps is Breeze Holdings taking to address the Nasdaq notice?

The company is working diligently to complete its Form 10-Q and intends to submit a plan to Nasdaq to regain compliance within 60 days.

What are the potential consequences if Breeze's compliance plan is not accepted?

If the compliance plan is not accepted, it may lead to potential delisting from Nasdaq, negatively impacting the company's stock performance.

When is the deadline for Breeze Holdings to regain compliance with Nasdaq?

The company has until May 23, 2022, if its compliance plan is accepted by Nasdaq.