UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __1____)*
Breeze Holdings Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
106762206
(CUSIP Number)
December 31, 2021
(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) |
| [X] | 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 disclosures provided in a prior cover page.
The information required on 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).
| CUSIP No. 106762206 |
| 1. | NAMES
OF REPORTING PERSONS |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] |
| 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
535,993* | |
| 7. | SOLE DISPOSITIVE POWER
0 | |
| 8. | SHARED DISPOSITIVE POWER
535,993* |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 535,993* |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.66%* |
| 12. | TYPE
OF REPORTING PERSON (see instructions) PN |
| CUSIP No. 106762206 |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Boothbay Fund Management, LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] |
| 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 800,000* | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 800,000* |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000* |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.46%* |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IA, OO |
| CUSIP No. 106762206 |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ari Glass |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [X] |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 |
| 6. | SHARED
VOTING POWER 800,000* | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 800,000* |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 800,000* |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.46%* |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN, HC |
Item 1.
| (a) | Name of Issuer Breeze Holdings Acquisition Corp. (the “Issuer”) | |
| (b) | Address of Issuer’s Principal Executive Offices 955 W. John Carpenter Fwy, Suite 100-129 Irving, TX 75039 |
Item 2.
| (a) | Name
of Person Filing: Boothbay Fund Management, LLC* Ari Glass* | |
| (b) | Address
of the Principal Office or, if none, residence New York, NY 10017 | |
| (c) | Citizenship Boothbay Fund Management, LLC – Delaware Ari Glass – United States | |
| (d) | Title of Class of Securities Common Stock, par value $0.0001 per share | |
| (e) | CUSIP Number 106762206 |
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: N/A
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned:
Boothbay Absolute Return Strategies, LP – 535,993* Boothbay Fund Management, LLC – 800,000* Ari Glass – 800,000* | |
| (b) | Percent of class: Boothbay Absolute Return Strategies, LP – 3.66%* Boothbay Fund Management, LLC – 5.46%* Ari Glass – 5.46%* |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote Boothbay Absolute Return Strategies, LP – 0 Boothbay Fund Management, LLC – 0 Ari Glass – 0 | ||
| (ii) | Shared power to vote or to direct the vote Boothbay Absolute Return Strategies, LP – 535,993* Boothbay Fund Management, LLC – 800,000* Ari Glass – 800,000* | ||
| (iii) | Sole power to dispose or to direct the disposition of Boothbay Absolute Return Strategies, LP – 0 Boothbay Fund Management, LLC – 0 Ari Glass – 0 | ||
| (iv) | Shared power to dispose or to direct the disposition of Boothbay Absolute Return Strategies, LP – 535,993* Boothbay Fund Management, LLC – 800,000* Ari Glass – 800,000* |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
* The Common Stock, par value $0.0001 (the “Shares”) of Breeze Holdings Acquisition Corp., a blank check company incorporated in Delaware (the “Issuer”), reported herein are held in the form of units (the “Units”). Each Unit consists of one share of one Share, one right and one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Share upon the consummation of an initial business combination (“Initial Business Combination”), as described in more detail in the Issuer’s Prospectus filed with the SEC on November 24, 2020 (the “Prospectus”). Each right entitles the holder thereof to receive one-twentieth of one Share upon the consummation of an Initial Business Combination. Each warrant will become exercisable on the later of one year after the effective date of the Prospectus or the consummation of an Initial Business Combination and will expire five years after the completion of an Initial Business Combination, or earlier upon redemption or liquidation. In accordance with Rule 13d-3(d)(1) regarding securities which represent a right to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one (1) Share.
The Units are held by Boothbay Absolute Return Strategies, LP, a Delaware limited partnership, and one or more other private funds (the “Fund”), which is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (the “Adviser”). The Adviser, in its capacity as the investment manager of the Fund, has the power to vote and the power to direct the disposition of all Units held by the Fund. Ari Glass is the Managing Member of the Adviser. Accordingly, for the purposes of Reg. Section 240.13d-3, the reporting persons herein may be deemed to beneficially own an aggregate of 800,000 Shares, or 5.46% of the 14,640,000 Shares that were issued and outstanding as of December 31, 2021, as reported in the 10-Q filed on January 14, 2022.
This report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the reporting persons herein disclaims beneficial ownership of the Shares reported herein except to the extent of the reporting person’s pecuniary interest therein.
Item 5. 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 five percent of the class of securities, check the following [ ].
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
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.
CUSIP No. 106762206
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2022
| Boothbay Absolute Return Strategies, LP | ||
| By: | Boothbay Fund Management, LLC, its investment manager | |
| By: | /s/ Ari Glass | |
| Ari Glass, Managing Member | ||
| Boothbay Fund Management, LLC | ||
| By: | /s/ Ari Glass | |
| Ari Glass, Managing Member | ||
| Ari Glass | ||
| By: | /s/ Ari Glass | |
| Individually | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No. 106762206
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(K)(1)
The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of Breeze Holdings Acquisition Corp. together with any or all amendments thereto, when and if required. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.
This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.
Dated: February 10, 2022
| Boothbay Absolute Return Strategies, LP | ||
| By: | Boothbay Fund Management, LLC, its investment manager | |
| By: | /s/ Ari Glass | |
| Ari Glass, Managing Member | ||
| Boothbay Fund Management, LLC | ||
| By: | /s/ Ari Glass | |
| Ari Glass, Managing Member | ||
| Ari Glass | ||
| By: | /s/ Ari Glass | |
| Individually | ||