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

Rhea-AI Summary

Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) announced receipt of a notice from Nasdaq for non-compliance with Listing Rule 5250(c)(1) due to a late filing of its Q1 2021 Form 10-Q. The notice, dated May 28, 2021, does not immediately affect trading or listing. The delay is attributed to the evaluation of the SEC's Staff Statement on SPAC warrants, preventing timely filing by the due date of May 17, 2021. Breeze has 60 days to submit a compliance plan, with a potential extension of up to 180 days for regaining compliance.

Positive

• Company has a 60-day window to submit a compliance plan to Nasdaq.
• Potential extension of up to 180 days to regain compliance if plan is accepted.

Negative

• Failure to file Q1 2021 report on time may indicate internal challenges.
• Regulatory scrutiny may impact the Company's operations and investor confidence.

IRVING, Texas, June 3, 2021 /PRNewswire/ -- Breeze Holdings Acquisition Corp. (NASDAQ: BREZ) (the "Company") announced today that on May 28, 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 March 31, 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. 

On April 12, 2021, the Staff of the U.S. Securities and Exchange Commission (the "SEC") released the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs") (the "Staff Statement"). On May 18, 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 March 31, 2021, in which the Company stated that given the scope of the process for evaluating the impact on the Company's financial statements of the Staff Statement, the Company was unable to complete and file its Form 10-Q for the quarter ended March 31, 2021 by the required due date of May 17, 2021. The Company is continuing to evaluate the extent of the Staff Statement's impact on its financial statements, including the financial statements as of and for the fiscal quarter ended March 31, 2021 included in the Form 10-Q. 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 November 22, 2021, 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 notice did Breeze Holdings Acquisition Corp. receive from Nasdaq on May 28, 2021?

Breeze Holdings received a notice for non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the late filing of its Q1 2021 Form 10-Q.

What caused the delay in filing the Q1 2021 Form 10-Q for Breeze Holdings?

The delay was caused by the need to evaluate the impact of the SEC's Staff Statement on accounting for warrants issued by SPACs.

What are the implications of the Nasdaq notice for Breeze Holdings' stock?

The notice does not have an immediate effect on trading, but it highlights regulatory challenges that could affect investor confidence.

How long does Breeze Holdings have to submit a compliance plan to Nasdaq?

Breeze Holdings has 60 calendar days from the notice date to submit a plan and may receive an extension of up to 180 days upon approval.