10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A (Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from                  to                   

Commission File No. 001-39718

BREEZE HOLDINGS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	85-1849315
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

955 W. John Carpenter Freeway, Suite 100-929
Irving, TX	75039
(Address of principal executive offices)	(Zip Code)

(619) 500-7747

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	BREZ	The Nasdaq Stock Market LLC
Rights exchangeable into one-twentieth of one share of common stock	BREZR	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share	BREZW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes  ☒ No ☐ As of December 31, 2021, there were 14,640,000 shares of the registrant’s common stock, $0.0001 per share, issued and outstanding.

EXPLANATORY NOTE

References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Breeze Holdings Acquisition Corp., unless the context otherwise indicates.

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Breeze Holding Acquisition Corp. as of and for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on January 14, 2022 (the “Original Filing”).

The Company has re-evaluated its application of ASC 718, Compensation – Stock Compensation (Topic 718) to the treatment of the purchase of Founder Shares, par value $0.0001 per share (the “Founder Shares”), by our independent directors from our Sponsor on July 6, 2021. Historically, no compensation expense was recorded as a result of the stock purchase. Pursuant to such re-evaluation, the Company’s management has determined that compensation expense should have been recorded for the stock purchase at the time of the transaction.

Therefore, on March 9, 2022, the Company’s management and the audit committee of the Company’s board of directors concluded that the Company’s unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on January 14, 2022 should be restated to report compensation expense related to the purchase of Founder Shares by our independent directors from our sponsor, and should no longer be relied upon. As such, the Company will file an amendment to the Original Filing, and the unaudited interim financial statements for the quarter ended September 30, 2021 will be restated within the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”).

The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.

We are filing this Amendment No. 1 to amend and restate the First Filing with modification as necessary to reflect the restatement. The following items have been amended to reflect the restatement: (i) Part I, Item 1. Condensed Financial Statements; and (ii) Part I, Item 4, Controls and Procedures. In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits 31.1 and 31.2).

Except as described above, no other information included in the Quarterly Report on Form 10-Q of Breeze Holdings Acquisition Corp. as of September 30, 2021, as filed with the SEC on January 14, 2022 is being amended or updated by this Amendment No. 1 and. other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Report on Form 10-Q for the period affected by the restatement. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.

BREEZE HOLDINGS ACQUISITON CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

	Page
Part I. Financial Information	2
Item 1. Condensed Financial Statements	2
Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	2
Unaudited Condensed Statements of Operations for the Three and Nine Months ended September 30, 2021 and the Period from June 11, 2020 (inception) through September 30, 2020	3
Unaudited Condensed Statements of Changes in Stockholders’ Equity (deficit) for the Three and Nine Months ended September 30, 2021 and the Period from June 11, 2020 (inception) through September 30, 2020	4
Unaudited Condensed Statement of Cash Flows for the Nine Months ended September 30, 2021	5
Notes to Unaudited Condensed Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	29
Item 4. Controls and Procedures	29
Part II. Other Information	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	30
Part III. Signatures	31

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PART I - FINANCIAL INFORMATION

Item 1. INTERIM FINANCIAL STATEMENTS

BREEZE HOLDINGS ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2021			2020
	(unaudited) (restated)			(restated)
ASSETS
Current assets
Cash	$	9,584		$	693,818
Prepaid expenses		177,448			136,949
Total Current Assets		187,032			830,767
Cash and marketable securities held in Trust Account		116,764,515			116,734,480
Prepaid expenses, non-current		—			23,292
TOTAL ASSETS	$	116,951,547		$	117,588,539
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	244,895		$	67,264
Common stock payable					74,850
Current maturities of long-term liability		57,978			136,949
Franchise taxes payable		149,589			23,156
Total Current Liabilities		452,462			302,219
Warrant liabilities		8,855,250			17,487,000
Long-term liability		—			23,292
Total Liabilities		9,307,712			17,812,511
Commitments
Common stock subject to possible redemption, 11,500,000 shares at    redemption value as of September 30, 2021 and December 31, 2020,    respectively		115,000,000			115,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and    outstanding		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized;    3,140,000 shares and 3,125,000 shares issued and outstanding as    of September 30, 2021 and December 31, 2020, respectively (excluding    11,500,000 shares subject to possible redemption)		315			313
Additional paid-in capital		475,848			—
Accumulated deficit		(7,832,328	)		(15,224,285	)
Total Stockholders’ Deficit		(7,356,165	)		(15,223,972	)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO    POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$	116,951,547		$	117,588,539

The accompanying notes are an integral part of the unaudited condensed financial statements.  

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BREEZE HOLDINGS ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30, 2021 (restated)		Nine Months Ended September 30, 2021 (restated)		June 11, 2020 (inception) through September 30, 2020
Operating and formation costs	$	591,570	$	1,270,591	$	—
Loss from operations		591,570		1,270,591		—
Other income:
Interest income		76		763		—
Unrealized gain on marketable securities held in Trust Account		14,444		30,035		—
Change in fair value of warrant liabilities		3,777,750		8,631,750		—
Total other income		3,792,270		8,662,548		—
Net income	$	3,200,700	$	7,391,957	$	—
Basic and diluted weighted average shares outstanding		14,634,130		14,628,077		2,875,000
Basic and diluted net income per share, Common Stock	$	0.22	$	0.51	$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

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BREEZE HOLDINGS ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED)

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2021, as restated		3,125,000	$	313	$	—	$	(15,224,285	)	$	(15,223,972	)
Net income		—		—		—		5,776,318			5,776,318
Balance – March 31, 2021, as restated		3,125,000	$	313	$	—	$	(9,447,967	)	$	(9,447,654	)
Net loss		—		—		—		(1,585,061	)		(1,585,061	)
Balance – June 30, 2021, as restated		3,125,000	$	313	$	—	$	(11,033,028	)	$	(11,032,715	)
Common Stock issued to Consultant		15,000		2		74,848		—			74,850
Common Stock purchased by Directors from    Sponsor		—		—		401,000		—			401,000
Net income		—		—		—		3,200,700			3,200,700
Balance – September 30, 2021, as restated		3,140,000	$	315	$	475,848	$	(7,832,328	)	$	(7,356,165	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

BREEZE HOLDINGS ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM JUNE 11, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

	Common Stock				Additional Paid-in Capital		Accumulated Deficit		Total Stockholder’s Equity
	Shares		Amount
Balance – June 11, 2020 (inception)		—	$	—	$	—	$	—	$	—
Issuance of Founder Shares to Sponsor		2,875,000		288		24,712		—		25,000
Net loss		—		—		—		—		—
Balance – June 30, 2020 (audited)		2,875,000	$	288	$	24,712	$	—	$	25,000
Net loss		—		—		—		—		—
Balance – September 30, 2020 (unaudited)		2,875,000	$	288	$	24,712	$	—	$	25,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

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BREEZE HOLDINGS ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2021

(UNAUDITED) (As Restated)

Cash Flows from Operating Activities:
Net income	$	7,391,957
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account		(30,035	)
Change in fair value of warrant liabilities		(8,631,750	)
Compensation expense for common stock purchased by Directors from Sponsor		401,000
Changes in operating assets and liabilities
Prepaid expenses and other liabilities		(119,470	)
Accounts payable and accrued expenses		177,631
Franchise taxes payable		126,433
Net cash used in operating activities		(684,234	)
Net Change in Cash		(684,234	)
Cash – Beginning of period		693,818
Cash – End of period	$	9,584
Non-Cash investing and financing activities
Common stock issued to Consultant	$	74,850
Compensation expense for common stock purchased by Directors from Sponsor	$	401,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

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BREEZE HOLDINGS ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

(Unaudited)

Note 1 — Description of Organization and Business Operations

Breeze Holdings Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 25, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,425,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,425,000, which is described in Note 5.

Following the closing of the Initial Public Offering on November 25, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and $1,725,000 from the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below.

Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, consisting of $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs. As of September 30, 2021, cash of $9,584 was held outside of the Trust Account and was available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

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The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account ($10.15 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased by it during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, regardless of whether they vote for or against a Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares, without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by November 25, 2021 (which can be extended up to 6 months) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.  On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 per public share, into the Company’s trust account in order to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022 (the “Extension”). The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension.

The Company will have until February 25, 2022 (which can be extended up to 3 months) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem  the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive

7

further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased by it during or after the Initial Public Offering if the Company fails to complete its Business Combination. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.15 per public share.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.15 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity Consideration

As of September 30, 2021, the Company had $9,584 in cash held outside of the Trust Account and negative working capital of $115,841, excluding franchise tax payable.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. There is no assurance that the Company’s plans to consummate the Business Combination or obtain Working Capital Loans will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Note 2 — Restatement of previously issued Financial Statements

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the redeemable common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all redeemable common stock as temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be classified outside of permanent equity. The Company also recorded additional offering costs related to the excess fair value over purchase price for the sale of common stock to the Company’s Underwriters (“Representative Shares”) and to the Company’s Consultant (“Consultant Shares”) as compensation for the underwriting and consulting services, respectively, in connection with the Initial Public Offering (see Note 6).  In addition, the Company recorded additional paid-in capital related to the relative fair value of the Rights as part of the Units issued in the Initial Public Offering that were not previously recorded (see Note 9).

The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. Further, the additional offering costs recorded in relation to the Representative Shares and Consultant Shares and recording of the Rights issued in the Initial Public Offering also result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, and investing or financing cash flows. In connection with the change in presentation for the redeemable common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, redeemable and nonredeemable common stock share pro rata in the income and losses of the Company.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

	March 31, 2021
	As Previously Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Common stock payable	$	—	$	74,850	$	74,850
Total common stock subject to possible redemption	100,627,190		14,372,810		115,000,000
Common stock	471		(158)		313
Retained earnings (accumulated deficit)	4,999,535		(14,447,502)		(9,447,967)
Total stockholders’ equity (deficit)	5,000,006		(14,447,660)		(9,447,654)

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	June 30, 2021
	As Previously Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Common stock payable	$	—	$	74,850	$	74,850
Total common stock subject to possible redemption	99,042,129		15,957,871		115,000,000
Common stock	486		(173)		313
Accumulated deficit	4,999,520		(16,032,548)		(11,033,028)
Total stockholders’ equity (deficit)	5,000,006		(16,033,721)		(11,032,715)

	For the Three Months Ended March 31, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,914,009			(9,914,009	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,710,991			(4,710,991	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.04	)	$	0.04		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	0.39		$	0.39

	For the Three Months Ended June 30, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,912,293			(9,912,293	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,712,707			(4,712,707	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.09	)	$	0.09		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	(0.11	)	$	(0.11	)
	For the Six Months Ended June 30, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,630,170			(9,630,170	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,993,967			(4,993,967	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.12	)	$	0.12		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	0.29		$	0.29

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Changes in the Statement of Stockholders’ Equity for the periods ended March 31, 2021 and June 30, 2021

	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity (Deficit)
	Shares	Amount
As Previously Reported:
Balance - January    1, 2021	5,280,087	$	529		$	583,698		$	4,415,775		$	5,000,002
Change in common stock subject to possible    redemption	(569,096)	(58)			(5,776,256)			—			(5,776,314)
Reclassify negative portion    of addition paid-in    capital	—	—			5,192,558			(5,192,558)			—
Net income	—	—			—			5,776,318			5,776,318
Balance - March 31, 2021	4,710,991	$	471		$	—		$	4,999,535		$	5,000,006
Change in common stock    subject to possible    redemption	156,164	15			—			1,585,046			1,585,061
Net loss	—	—			—			(1,585,061)			(1,585,061)
Balance - June 30, 2021	4,867,155	$	486		$	—		$	4,999,520		$	5,000,006
Adjustments:
Balance - January 1,    2021	(2,155,087)	$	(216)		$	(583,698)		$	(19,640,060)		$	(20,223,974)
Change in common stock    subject to possible    redemption	569,096	58			5,776,256			—			5,776,314
Reclassify negative portion    of addition paid-in    capital	—	—			(5,192,558)			5,192,558			—
Net income	—	—			—			—			—
Balance - March 31, 2021	(1,585,991)	$	(158)		$	—		$	(14,447,502)		$	(14,447,660)
Change in common stock    subject to possible    redemption	(156,164)	(15)			—			(1,585,046)			(1,585,061)
Net loss	—	—			—			—			—
Balance - June 30, 2021	(1,742,155)	$	(173)		$	—		$	(16,032,548)		$	(16,032,721)
As Restated:
Balance - January 1,    2021	3,125,000	$       313			$             —			$   (15,224,285)			$  (15,223,972)
Net income	—	—			—			5,776,318			5,776,318
Balance - March 31, 2021	3,125,000	$       313			$             —			$     (9,447,967)			$    (9,447,654)
Net loss	—	—			—			(1,585,061)			(1,585,061)
Balance - June 30, 2021	3,125,000	$	313		$	—		$	(11,033,028)		$	(11,032,715)

Statement of Cash Flows for the Three Months Ending March 31, 2021

Three Months Ended March 31, 2021

	As Previously Reported	Adjustments	As Restated
Non-Cash investing and financing activities:
Change in value of common stock subject to redemption	$  5,776,314	$         (5,776,314)	$   —

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Statement of Cash Flows for the Six Months Ending June 30, 2021

	Six Months Ended June 30, 2021
	As Previously Reported	Adjustments	As Restated
Non-Cash investing and financing activities:
Change in value of common stock subject to redemption	$     4,191,253	$        (4,191,253)	$     —

Restatement of previously issued Financial Statements for the three months ended September 30, 2021

The Company identified that in its Form 10-Q for the three months ended September 30, 2021 filed with the SEC on January 14, 2022, that the compensation expense related to the transfer of Founder Shares to Company directors was not recorded in accordance with the applicable authoritative guidance in FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

The correction of the accounting error related to Founder Shares transferred to Company directors resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, or total operating, investing or financing cash flows.

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The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

	September 30, 2021
	As Previously Reported	Adjustments		As Restated
Balance Sheet (unaudited)
Additional paid-in capital	$74,848	$401,000		$475,848
Accumulated deficit	$(7,431,328)	$(401,000)		$(7,832,328)
Total shareholders' deficit	$(7,356,165)	$—		$(7,356,165)
Condensed Statement of Operations for the three    months ended September 30, 2021 (unaudited)
Operating and formation costs	$190,570	$401,000		$   591,570
Loss from operations	$190,570	$  401,000		$   591,570
Net income	$3,601,700	$           (401,000)		$3,200,700
Basic and diluted net income per share, Common Stock	$0.25	$(0.03)		$0.22
Condensed Statement of Operations for the nine    months ended September 30, 2021 (unaudited)
Operating and formation costs	$869,591	$401,000		$           1,270,591
Loss from operations	$869,591	$  401,000		$           1,270,591
Net income	$7,792,957	$           (401,000)		$7,391,957
Basic and diluted net income per share, Common Stock	$0.53	$(0.02)		$0.51
Condensed Statement of Cash Flows for the nine    months ended September 30, 2021 (unaudited)
Cash Flows from Operating Activities:
Net income	$7,792,957	$           (401,000)		$7,391,957
Adjustments to reconcile net loss to net cash used in    operating activities:
Compensation expense for common stock purchased by    Directors from Sponsor	$                      —	$              401,000		$     401,000
Non-Cash investing and financing activities:
Compensation expense for common stock purchased by Directors from Sponsor	$              —		$             401,000		$             401,000

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Changes in the Statement of Stockholders’ Equity for the three months ended September 30, 2021

	Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
	Shares	Amount
As Previously Reported:
Balance - June 30, 2021, as restated	3,125,000	$313	$—	$(11,033,028)	$(11,032,715)
Common Stock issued to Consultant	15,000	2	74,848	—	74,850
Net income	—	—	—	3,601,700	3,601,700
Balance - September 30, 2021	3,140,000	$315	$74,848	$(7,431,328)	$(7,356,165)
Adjustments:
Balance - June 30, 2021, as restated	—	$—	$—	$—	$—
Common Stock issued to Consultant	—	—	—	—	—
Common Stock purchased by Directors from Sponsor	—	—	401,000	—	401,000
Net income	—	—	—	(401,000)	(401,000)
Balance - September 30, 2021	—	$—	$401,000	$          (401,000)	$         —
As Restated:
Balance - June 30, 2021, as restated	3,125,000	$313	$—	$(11,033,028)	$(11,032,715)
Common Stock issued to Consultant	15,000	2	74,848	—	74,850
Common Stock purchased by Directors from Sponsor	—	—	401,000	—	401,000
Net income	—	—	—	3,200,700	3,200,700
Balance - September 30, 2021	3,140,000	$315	$475,848	$(7,832,328)	$(7,356,165)

Note 3 — Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 as filed with the SEC on March 31, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on June 24, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on January 14, 2022 . The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Amended Annual Report on Form 10-K/A for the period ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods.

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Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Cash and marketable securities held in Trust Account

At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Common stock subject to possible redemption

All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity.

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The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants	10,580,000
Issuance costs allocated to common stock	3,704,282
Proceeds allocated to Public Rights, net of offering costs	4,214,968
Plus:
Accretion of carrying value to redemption value	18,499,250
Common stock subject to possible redemption	$	115,000,000

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Warrant liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the Statement of Operations in the period of change.

Income taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and

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December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net income per share (as restated)

Net income per share of common stock is computed by dividing net income by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income per share of common stock.  As a result, the calculated net income per share is the same for redeemable and non-redeemable shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Basic and diluted net income per share of common stock
Numerator:
Net income	$	3,200,700	$	7,391,957
Denominator:
Basic and diluted weighted average shares common stock outstanding		14,634,130		14,628,077
Basic and diluted net income per share common stock	$	0.22	$	0.51

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair value of financial instruments

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

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The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

Recent accounting pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Note 4 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right worth one-twentieth of a share and one warrant (“Public Warrant”). On November 25, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 1,500,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per whole share (see Note 8).

Note 5 — Private Placement

Simultaneously with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Sponsor purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,425,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, certain of the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Note 6 — Related Party Transactions

Founder Shares

In June 2020, the Sponsor purchased 100 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 15, 2020, the Sponsor effected a 28,750-for-1 forward stock split and, as a result, our initial shareholders held 2,875,000 Founder Shares as of the date of our initial public offering.

The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7 .

The Sponsor and each holder of Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business

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Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. 

The Company had agreed with each of its four independent directors (the “Directors”) subsequent to incorporation of the Company to provide them the right to each purchase 25,000 Founder Shares with a par value of $0.0001 of the Company from Breeze Sponsor, LLC (the “Sponsor”). The Directors each exercised their right in full on July 6, 2021 and purchased 100,000 shares (25,000 per each Director) of the Founder Shares from Sponsor for a total of $10 in the aggregate.

The sale or allocation of the Founders Shares to the Company’s Directors, as described above, is within the scope of  ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares granted to the Company’s Directors was $401,000 or $4.01 per share. The compensation expense related to these share purchases was recorded in full on the grant date of July 6, 2021 for a total of $401,000. This expense is included within operating and formation costs on the statement of operations for the 3 and 9 months ended September 30, 2021.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on November 23, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support services. For the three and nine months ended September 30, 2021, the Company incurred and paid $15,000 and $45,000, respectively, in fees for these services.

Related Party Loans

On June 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to the Initial Public Offering and the Company’s organizational and initial financing activities. The Note was non-interest bearing and payable on the earlier of (i) December 31, 2020, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determined not to proceed with the Initial Public Offering. The outstanding amount of $145,617 under the Promissory Note was repaid on November 25, 2020

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.      

Representative and Consultant Shares

Pursuant to the underwriting agreement (the “Underwriting Agreement”) between the Company and I-Bankers Securities (the “Representative”), on November 23, 2020, the Company issued to the Representative and its designees 250,000 shares of common stock and separately agreed to issue the Company’s Consultant 15,000 shares of common stock for nominal consideration in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, the Company issued to the Consultant such Consultant Shares. The Company accounts for the Representative Shares as a deferred offering cost of the Initial Public Offering. Accordingly, the offering cost will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants will be expensed immediately in the Statement of Operations, while offering costs allocated to the redeemable Public Shares will be deferred and subsequently charged to temporary shareholder’s equity upon the completion of the Initial Public Offering.

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The Company estimated the fair value of the Representative Shares and Consultant Shares to be $1,322,350 based upon the price of the common stock issued ($4.99 per share) to the Representative and Consultant. The holders of the Representative Shares and Consultant Shares have agreed not to transfer, assign or sell any such shares until later of (i) 30 days after the completion of a Business Combination and 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative Shares and Consultant Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement.

In addition, the holders of the Representative Shares and Consultant Shares have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the time specified in the certificate of incorporation.

Refer to Note 2 for additional information regarding the restatement of financial statements resulting in additional offering costs recorded in relation to the Representative Shares.

Note 7 — Commitments

Registration and Stockholder Rights

Pursuant to a registration rights and stockholder agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of  common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters of the Initial Public Offering is entitled to a business combination marketing fee of $0.275 per share, or $3,162,500 in the aggregate. The fee will become payable to I-Bankers from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the business combination marketing agreement between the Company and I-Bankers. 

Note 8 – Warrant Liabilities

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless the common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

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The Company has agreed that, as soon as practicable, but in no event later than fifteen (15) business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60^th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption; and

• if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceed, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume Weighted-average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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At September 30, 2021 and December 31, 2020, there were 11,500,000 Public Warrants and 5,425,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

Note 9 — Stockholder’s Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 3,140,000 and 3,125,000 shares of common stock issued and outstanding, excluding 11,500,000 shares of common stock subject to possible redemption for both periods.

Rights

Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of the Business Combination, even if the holder of a right converted all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s certificate of incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share of common stock underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional share of common stock upon consummation of the Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis.

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The Company will not issue fractional shares in connection with an exchange of rights. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

Note 10 — Fair Value Measurements 

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

As of September 30, 2021
Description	Level 1		Level 2		Level 3
Investments held in Trust Account:
Cash and marketable securities held in Trust Account	$	116,764,515	$	—	$	—
Warrant liabilities:
Public Warrants		5,980,000		—		—
Private Placement Warrants		—		—		2,875,250
Total investments held in trust account and warrant liabilities	$	122,744,515	$	—	$	2,875,250

As of December 31, 2020
Description	Level 1		Level 2		Level 3
Investments held in Trust Account:
Cash and marketable securities held in Trust Account	$	116,734,480	$	—	$	—
Warrant liabilities:
Public Warrants		11,845,000		—		—
Private Placement Warrants		—		—		5,642,000
Total investments held in trust account and warrant liabilities	$	128,579,480	$	—	$	5,642,000

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The measurement of the Public Warrants as of September 30, 2021 and December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker BREZW. The quoted prices of the Public Warrants were $0.52 and $1.03 per warrant as of September 30, 2021 and December 31, 2020, respectively.

The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020 when the Public Warrants were separately listed and traded. There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2021.   

The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants:

	As of September 30, 2021			As of December 31, 2020
Stock price	$	10.09		$	10.15
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		100	%		88	%
Dividend yield		—			—
Term (in years)		5.34			5.98
Volatility		9.0	%		15.9	%
Risk-free rate		1.04	%		0.5	%
Fair value of warrants	$	0.53		$	1.04

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of December 31, 2020	$	5,642,000		$	11,845,000		$	17,487,000
Change in valuation inputs or other assumptions		(2,766,750	)		(5,865,000	)		(8,631,750	)
Fair value as of September 30, 2021	$	2,875,250		$	5,980,000		$	8,855,250

Note 11 — Subsequent Events

On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 per public share, into the Trust Account in order to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022 (the “Extension”). The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Breeze Holdings Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Breeze Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company formed under the laws of the State of Delaware on June 11, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

The issuance of additional shares of our stock in a Business Combination:

• may significantly dilute the equity interest of investors in our Initial Public Offering;

• may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

• could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

• may adversely affect prevailing market prices for our Units, common stock and/or warrants.

Similarly, if we issue debt securities, it could result in:

• default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;

• acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

• our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

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• our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

• our inability to pay dividends on our common stock;

• using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

• limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

• limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

• other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying financial statements at September 30, 2021, we had $9,584 in cash and negative working capital of $115,842, which excludes franchise taxes payable as the net amounts can be paid from the interest earned in the Trust Account. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2021 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2021, we had net income of $3,200,700, which consisted of a gain in fair value of warrant liabilities of $3,777,750, interest income on funds held in the Money Market Account of $76 and an unrealized gain on marketable securities held in our Trust Account of $14,444, partially offset by operating and formation costs of $591,570.

For the nine months ended September 30, 2021, we had net income of $7,391,957, which consisted of interest income on funds held in the Money Market Account of $763, an unrealized gain on marketable securities held in our Trust Account of $30,035, and a gain on change in fair value of warrant liabilities of $8,631,750, partially offset by operating and formation costs of $1,270,591.

Liquidity and Capital Resources

On November 25, 2020, we consummated the Initial Public Offering of 11,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $115,000,000. Simultaneously with the closing of the Initial Public Offering (including the exercise of the over-allotment option), we consummated the sale of 5,425,000 Private Placement Warrants to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $5,425,000.

Following the Initial Public Offering, the exercise of the over-allotment option and the sale of the Private Placement Warrants, a total of $116,725,000 was placed in the Trust Account. We incurred $4,099,907 in transaction costs, including $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other costs.  The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of Common Stock included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

As of September 30, 2021, we had cash and marketable securities held in the Trust Account of $116,764,515 (including approximately $30,035 of interest income and unrealized gains) consisting of U.S. Treasury Bills with a maturity of 180 days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes.

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For the nine months ended September 30, 2021, cash used in operating activities was $684,234 which was due to a change in fair value of warrant liabilities of $8,631,750, and an unrealized gain on marketable securities held in Trust Account of $30,035, offset in part by our net income of $7,391,957, common stock purchased by Directors from Sponsor of $401,000, and changes in working capital of $184,594.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2021, we had cash of $9,584 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,000,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2021.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $5,000 for office space, administrative and support services to the Company. We began incurring these fees on November 23, 2020, and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and the Company’s liquidation.

I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters of our Initial Public Offering, is entitled to a business combination marketing fee of $0.275 per unit, or $3,162,500 in the aggregate. The fee will become payable to I-Bankers from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the business combination marketing agreement between us and I-Bankers.

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Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liabilities

We account for the warrants issued in connection with our initial public offering in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815”), under which the warrants do not meet the criteria for equity classification and must be recorded as liabilities. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statement of Operations in the period of change.

Common stock subject to possible redemption

All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all common stock has been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

Net income per share of common stock

Net income per share of common stock is computed by dividing net income by the weighted average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income per share of common stock. As a result, the calculated net income per share is the same for redeemable and non-redeemable shares of common stock.  The Company has not considered the effect of the Warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 16,925,000 shares in the calculation of diluted earnings per share, since the exercise of the Warrants are contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

28

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2021, June 30, 2021 and March 31, 2021, due to the restatement of our unaudited financial statements as of and for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 related to the accounting for complex financial instruments, as described in Note 2 to the accompanying unaudited financial statements, which combined constitutes a material weakness in our internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management concluded that a deficiency in internal control over financial reporting existed relating to the accounting treatment for complex financial instruments and that the failure to properly account for such instruments constituted a material weakness as defined in the SEC regulations. This material weakness resulted in the restatement of the Company’s unaudited financial statements as of and for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In light of the restatement of our financial statement included in this Quarterly Report, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

29

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.  

Item 1A. Risk Factors.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our annual report as amended on Form 10-K/A filed with the SEC on January 14, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
31.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	The cover page for the Company’s Quarterly Report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

* Filed herewith.

** Furnished herewith.

30

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BREEZE HOLDINGS ACQUISITION CORP.
Date: March 11, 2022	By:	/s/ J. Douglas Ramsey
	Name:	J. Douglas Ramsey
	Title:	Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal
		Financial and Accounting Officer)

31

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULE 13a-14 AND 15d-14

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, J. Douglas Ramsey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021 of Breeze Holdings Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: March 11, 2022	By:	/s/ J. Douglas Ramsey
		J. Douglas Ramsey
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer)

EX-32.1

 EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

In connection with the Quarterly Report of Breeze Holdings Acquisition Corp. (the “Company”) on Form 10-Q/A for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Douglas Ramsey, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 11, 2022

/s/J. Douglas Ramsey
Name:	J. Douglas Ramsey
Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer)

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2021
Document Information [Line Items]
Document Type	10-Q/A
Amendment Flag	true
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	BREEZE HOLDINGS ACQUISITION CORP.
Entity Central Index Key	0001817640
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity File Number	001-39718
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1849315
Entity Address, Address Line One	955 W. John Carpenter Freeway
Entity Address, Address Line Two	Suite 100-929
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	619
Local Phone Number	500-7747
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,640,000
Document Quarterly Report	true
Document Transition Report	false
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Breeze Holdings Acquisition Corp., unless the context otherwise indicates.   This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Breeze Holding Acquisition Corp. as of and for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on January 14, 2022 (the “Original Filing”).   The Company has re-evaluated its application of ASC 718, Compensation – Stock Compensation (Topic 718) to the treatment of the purchase of Founder Shares, par value $0.0001 per share (the “Founder Shares”), by our independent directors from our Sponsor on July 6, 2021. Historically, no compensation expense was recorded as a result of the stock purchase. Pursuant to such re-evaluation, the Company’s management has determined that compensation expense should have been recorded for the stock purchase at the time of the transaction.   Therefore, on March 9, 2022, the Company’s management and the audit committee of the Company’s board of directors concluded that the Company’s unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on January 14, 2022 should be restated to report compensation expense related to the purchase of Founder Shares by our independent directors from our sponsor, and should no longer be relied upon. As such, the Company will file an amendment to the Original Filing, and the unaudited interim financial statements for the quarter ended September 30, 2021 will be restated within the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”).   The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).   The Company’s management has concluded that a material weakness remains in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.   We are filing this Amendment No. 1 to amend and restate the First Filing with modification as necessary to reflect the restatement. The following items have been amended to reflect the restatement: (i) Part I, Item 1. Condensed Financial Statements; and (ii) Part I, Item 4, Controls and Procedures. In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A (Exhibits 31.1 and 31.2).   Except as described above, no other information included in the Quarterly Report on Form 10-Q of Breeze Holdings Acquisition Corp. as of September 30, 2021, as filed with the SEC on January 14, 2022 is being amended or updated by this Amendment No. 1 and. other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing. We have not amended our previously filed Quarterly Report on Form 10-Q for the period affected by the restatement. This Amendment No. 1 continues to describe the conditions as of the date of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
Rights
Document Information [Line Items]
Title of 12(b) Security	Rights exchangeable into one-twentieth of one share of common stock
Security Exchange Name	NASDAQ
Trading Symbol	BREZR
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Security Exchange Name	NASDAQ
Trading Symbol	BREZ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share
Security Exchange Name	NASDAQ
Trading Symbol	BREZW

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash	$ 9,584	$ 693,818
Prepaid expenses	177,448	136,949
Total Current Assets	187,032	830,767
Cash and marketable securities held in Trust Account	116,764,515	116,734,480
Prepaid expenses, non-current		23,292
TOTAL ASSETS	116,951,547	117,588,539
Current liabilities
Accounts payable and accrued expenses	244,895	67,264
Common stock payable		74,850
Current maturities of long-term liability	57,978	136,949
Franchise taxes payable	149,589	23,156
Total Current Liabilities	452,462	302,219
Warrant liabilities	8,855,250	17,487,000
Long-term liability		23,292
Total Liabilities	9,307,712	17,812,511
Commitments
Common stock subject to possible redemption, 11,500,000 shares at redemption value as of September 30, 2021 and December 31, 2020, respectively	115,000,000	115,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively (excluding 11,500,000 shares subject to possible redemption)	315	313
Additional paid-in capital	475,848
Accumulated deficit	(7,832,328)	(15,224,285)
Total Stockholders’ Deficit	(7,356,165)	(15,223,972)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$ 116,951,547	$ 117,588,539

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Common stock subject to possible redemption, shares at redemption value	11,500,000	11,500,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	3,140,000	3,125,000
Common stock, shares outstanding	3,140,000	3,125,000

XML

CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Income Statement [Abstract]
Operating and formation costs	$ 591,570	$ 1,270,591
Loss from operations	591,570	1,270,591
Other income:
Interest income	76	763
Unrealized gain on marketable securities held in Trust Account	14,444	30,035
Change in fair value of warrant liabilities	3,777,750	8,631,750
Total other income	3,792,270	8,662,548
Net income	$ 3,200,700	$ 7,391,957
Basic and diluted weighted average shares outstanding	14,634,130	14,628,077
Basic and diluted net income per share, Common Stock	$ 0.22	$ 0.51

XML

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT) (UNAUDITED) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning Balance at Jun. 10, 2020	$ 0	$ 0	$ 0	$ 0
Beginning Balance, Shares at Jun. 10, 2020		0
Issuance of Founder Shares to Sponsor	25,000	$ 288	24,712
Issuance of Founder Shares to Sponsor, Shares		2,875,000
Ending Balance at Jun. 30, 2020	25,000	$ 288	24,712
Ending Balance, Shares at Jun. 30, 2020		2,875,000
Net income (loss)	0	$ 0	0	0
Ending Balance at Sep. 30, 2020	25,000	$ 288	24,712
Ending Balance, Shares at Sep. 30, 2020		2,875,000
Beginning Balance at Dec. 31, 2020	(15,223,972)	$ 313		(15,224,285)
Beginning Balance, Shares at Dec. 31, 2020		3,125,000
Net income (loss)	5,776,318			5,776,318
Ending Balance at Mar. 31, 2021	(9,447,654)	$ 313		(9,447,967)
Ending Balance, Shares at Mar. 31, 2021		3,125,000
Beginning Balance at Dec. 31, 2020	(15,223,972)	$ 313		(15,224,285)
Beginning Balance, Shares at Dec. 31, 2020		3,125,000
Net income (loss)	7,391,957
Ending Balance at Sep. 30, 2021	(7,356,165)	$ 315	475,848	(7,832,328)
Ending Balance, Shares at Sep. 30, 2021		3,140,000
Beginning Balance at Mar. 31, 2021	(9,447,654)	$ 313		(9,447,967)
Beginning Balance, Shares at Mar. 31, 2021		3,125,000
Net income (loss)	(1,585,061)			(1,585,061)
Ending Balance at Jun. 30, 2021	(11,032,715)	$ 313		(11,033,028)
Ending Balance, Shares at Jun. 30, 2021		3,125,000
Common Stock issued to Consultant	74,850	$ 2	74,848
Common Stock issued to Consultant, Shares		15,000
Common Stock purchased by Directors from Sponsor	401,000		401,000
Net income (loss)	3,200,700			3,200,700
Ending Balance at Sep. 30, 2021	$ (7,356,165)	$ 315	$ 475,848	$ (7,832,328)
Ending Balance, Shares at Sep. 30, 2021		3,140,000

XML

CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Cash Flows from Operating Activities:
Net income		$ 7,391,957
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account	$ (14,444)	(30,035)
Change in fair value of warrant liabilities	(3,777,750)	(8,631,750)
Compensation expense for common stock purchased by Directors from Sponsor		401,000
Changes in operating assets and liabilities
Prepaid expenses and other liabilities		(119,470)
Accounts payable and accrued expenses		177,631
Franchise taxes payable		126,433
Net cash used in operating activities		(684,234)
Net Change in Cash		(684,234)
Cash – Beginning of period		693,818
Cash – End of period	$ 9,584	9,584
Non-Cash investing and financing activities
Common stock issued to Consultant		74,850
Compensation expense for common stock purchased by Directors from Sponsor		$ 401,000

XML

Description of Organization and Business Operations

9 Months Ended

Sep. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Organization and Business Operations

Note 1 — Description of Organization and Business Operations

Breeze Holdings Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 25, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,425,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $5,425,000, which is described in Note 5.

Following the closing of the Initial Public Offering on November 25, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and $1,725,000 from the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below.

Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, consisting of $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs. As of September 30, 2021, cash of $9,584 was held outside of the Trust Account and was available for working capital purposes.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account ($10.15 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased by it during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, regardless of whether they vote for or against a Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares, without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by November 25, 2021 (which can be extended up to 6 months) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.  On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 per public share, into the Company’s trust account in order to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022 (the “Extension”). The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension.

The Company will have until February 25, 2022 (which can be extended up to 3 months) to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem  the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive

further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased by it during or after the Initial Public Offering if the Company fails to complete its Business Combination. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.15 per public share.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.15 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity Consideration

As of September 30, 2021, the Company had $9,584 in cash held outside of the Trust Account and negative working capital of $115,841, excluding franchise tax payable.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. There is no assurance that the Company’s plans to consummate the Business Combination or obtain Working Capital Loans will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Restatement of Previously Issued Financial Statements

9 Months Ended

Sep. 30, 2021

Accounting Changes And Error Corrections [Abstract]

Restatement of Previously Issued Financial Statements

Note 2 — Restatement of previously issued Financial Statements

In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of the redeemable common stock in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company restated its financial statements to classify all redeemable common stock as temporary equity at redemption value and any related impact, as the threshold in its charter would not change the nature of the underlying shares as redeemable and thus would be required to be classified outside of permanent equity. The Company also recorded additional offering costs related to the excess fair value over purchase price for the sale of common stock to the Company’s Underwriters (“Representative Shares”) and to the Company’s Consultant (“Consultant Shares”) as compensation for the underwriting and consulting services, respectively, in connection with the Initial Public Offering (see Note 6).  In addition, the Company recorded additional paid-in capital related to the relative fair value of the Rights as part of the Units issued in the Initial Public Offering that were not previously recorded (see Note 9).

The reclassification of amounts from permanent equity to temporary equity resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, operating expenses or total operating, investing or financing cash flows. Further, the additional offering costs recorded in relation to the Representative Shares and Consultant Shares and recording of the Rights issued in the Initial Public Offering also result in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, and investing or financing cash flows. In connection with the change in presentation for the redeemable common stock subject to possible redemption, the Company has restated its earnings per share calculation to allocate income and losses shared pro rata between redeemable and nonredeemable common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, redeemable and nonredeemable common stock share pro rata in the income and losses of the Company.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

	March 31, 2021
	As Previously Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Common stock payable	$	—	$	74,850	$	74,850
Total common stock subject to possible redemption	100,627,190		14,372,810		115,000,000
Common stock	471		(158)		313
Retained earnings (accumulated deficit)	4,999,535		(14,447,502)		(9,447,967)
Total stockholders’ equity (deficit)	5,000,006		(14,447,660)		(9,447,654)

	June 30, 2021
	As Previously Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Common stock payable	$	—	$	74,850	$	74,850
Total common stock subject to possible redemption	99,042,129		15,957,871		115,000,000
Common stock	486		(173)		313
Accumulated deficit	4,999,520		(16,032,548)		(11,033,028)
Total stockholders’ equity (deficit)	5,000,006		(16,033,721)		(11,032,715)

	For the Three Months Ended March 31, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,914,009			(9,914,009	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,710,991			(4,710,991	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.04	)	$	0.04		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	0.39		$	0.39

	For the Three Months Ended June 30, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,912,293			(9,912,293	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,712,707			(4,712,707	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.09	)	$	0.09		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	(0.11	)	$	(0.11	)
	For the Six Months Ended June 30, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,630,170			(9,630,170	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,993,967			(4,993,967	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.12	)	$	0.12		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	0.29		$	0.29

Changes in the Statement of Stockholders’ Equity for the periods ended March 31, 2021 and June 30, 2021

	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity (Deficit)
	Shares	Amount
As Previously Reported:
Balance - January    1, 2021	5,280,087	$	529		$	583,698		$	4,415,775		$	5,000,002
Change in common stock subject to possible    redemption	(569,096)	(58)			(5,776,256)			—			(5,776,314)
Reclassify negative portion    of addition paid-in    capital	—	—			5,192,558			(5,192,558)			—
Net income	—	—			—			5,776,318			5,776,318
Balance - March 31, 2021	4,710,991	$	471		$	—		$	4,999,535		$	5,000,006
Change in common stock    subject to possible    redemption	156,164	15			—			1,585,046			1,585,061
Net loss	—	—			—			(1,585,061)			(1,585,061)
Balance - June 30, 2021	4,867,155	$	486		$	—		$	4,999,520		$	5,000,006
Adjustments:
Balance - January 1,    2021	(2,155,087)	$	(216)		$	(583,698)		$	(19,640,060)		$	(20,223,974)
Change in common stock    subject to possible    redemption	569,096	58			5,776,256			—			5,776,314
Reclassify negative portion    of addition paid-in    capital	—	—			(5,192,558)			5,192,558			—
Net income	—	—			—			—			—
Balance - March 31, 2021	(1,585,991)	$	(158)		$	—		$	(14,447,502)		$	(14,447,660)
Change in common stock    subject to possible    redemption	(156,164)	(15)			—			(1,585,046)			(1,585,061)
Net loss	—	—			—			—			—
Balance - June 30, 2021	(1,742,155)	$	(173)		$	—		$	(16,032,548)		$	(16,032,721)
As Restated:
Balance - January 1,    2021	3,125,000	$       313			$             —			$   (15,224,285)			$  (15,223,972)
Net income	—	—			—			5,776,318			5,776,318
Balance - March 31, 2021	3,125,000	$       313			$             —			$     (9,447,967)			$    (9,447,654)
Net loss	—	—			—			(1,585,061)			(1,585,061)
Balance - June 30, 2021	3,125,000	$	313		$	—		$	(11,033,028)		$	(11,032,715)

Statement of Cash Flows for the Three Months Ending March 31, 2021

Three Months Ended March 31, 2021

	As Previously Reported	Adjustments	As Restated
Non-Cash investing and financing activities:
Change in value of common stock subject to redemption	$  5,776,314	$         (5,776,314)	$   —

Statement of Cash Flows for the Six Months Ending June 30, 2021

	Six Months Ended June 30, 2021
	As Previously Reported	Adjustments	As Restated
Non-Cash investing and financing activities:
Change in value of common stock subject to redemption	$     4,191,253	$        (4,191,253)	$     —

Restatement of previously issued Financial Statements for the three months ended September 30, 2021

The Company identified that in its Form 10-Q for the three months ended September 30, 2021 filed with the SEC on January 14, 2022, that the compensation expense related to the transfer of Founder Shares to Company directors was not recorded in accordance with the applicable authoritative guidance in FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

The correction of the accounting error related to Founder Shares transferred to Company directors resulted in non-cash financial statement corrections and will have no impact on the Company’s current or previously reported cash position, or total operating, investing or financing cash flows.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

	September 30, 2021
	As Previously Reported	Adjustments		As Restated
Balance Sheet (unaudited)
Additional paid-in capital	$74,848	$401,000		$475,848
Accumulated deficit	$(7,431,328)	$(401,000)		$(7,832,328)
Total shareholders' deficit	$(7,356,165)	$—		$(7,356,165)
Condensed Statement of Operations for the three    months ended September 30, 2021 (unaudited)
Operating and formation costs	$190,570	$401,000		$   591,570
Loss from operations	$190,570	$  401,000		$   591,570
Net income	$3,601,700	$           (401,000)		$3,200,700
Basic and diluted net income per share, Common Stock	$0.25	$(0.03)		$0.22
Condensed Statement of Operations for the nine    months ended September 30, 2021 (unaudited)
Operating and formation costs	$869,591	$401,000		$           1,270,591
Loss from operations	$869,591	$  401,000		$           1,270,591
Net income	$7,792,957	$           (401,000)		$7,391,957
Basic and diluted net income per share, Common Stock	$0.53	$(0.02)		$0.51
Condensed Statement of Cash Flows for the nine    months ended September 30, 2021 (unaudited)
Cash Flows from Operating Activities:
Net income	$7,792,957	$           (401,000)		$7,391,957
Adjustments to reconcile net loss to net cash used in    operating activities:
Compensation expense for common stock purchased by    Directors from Sponsor	$                      —	$              401,000		$     401,000
Non-Cash investing and financing activities:
Compensation expense for common stock purchased by Directors from Sponsor	$              —		$             401,000		$             401,000

Changes in the Statement of Stockholders’ Equity for the three months ended September 30, 2021

	Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
	Shares	Amount
As Previously Reported:
Balance - June 30, 2021, as restated	3,125,000	$313	$—	$(11,033,028)	$(11,032,715)
Common Stock issued to Consultant	15,000	2	74,848	—	74,850
Net income	—	—	—	3,601,700	3,601,700
Balance - September 30, 2021	3,140,000	$315	$74,848	$(7,431,328)	$(7,356,165)
Adjustments:
Balance - June 30, 2021, as restated	—	$—	$—	$—	$—
Common Stock issued to Consultant	—	—	—	—	—
Common Stock purchased by Directors from Sponsor	—	—	401,000	—	401,000
Net income	—	—	—	(401,000)	(401,000)
Balance - September 30, 2021	—	$—	$401,000	$          (401,000)	$         —
As Restated:
Balance - June 30, 2021, as restated	3,125,000	$313	$—	$(11,033,028)	$(11,032,715)
Common Stock issued to Consultant	15,000	2	74,848	—	74,850
Common Stock purchased by Directors from Sponsor	—	—	401,000	—	401,000
Net income	—	—	—	3,200,700	3,200,700
Balance - September 30, 2021	3,140,000	$315	$475,848	$(7,832,328)	$(7,356,165)

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 as filed with the SEC on March 31, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on June 24, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on January 14, 2022 . The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Amended Annual Report on Form 10-K/A for the period ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods.

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Cash and marketable securities held in Trust Account

At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Common stock subject to possible redemption

All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants	10,580,000
Issuance costs allocated to common stock	3,704,282
Proceeds allocated to Public Rights, net of offering costs	4,214,968
Plus:
Accretion of carrying value to redemption value	18,499,250
Common stock subject to possible redemption	$	115,000,000

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Warrant liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the Statement of Operations in the period of change.

Income taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and

December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net income per share (as restated)

Net income per share of common stock is computed by dividing net income by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income per share of common stock.  As a result, the calculated net income per share is the same for redeemable and non-redeemable shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Basic and diluted net income per share of common stock
Numerator:
Net income	$	3,200,700	$	7,391,957
Denominator:
Basic and diluted weighted average shares common stock outstanding		14,634,130		14,628,077
Basic and diluted net income per share common stock	$	0.22	$	0.51

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair value of financial instruments

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

Recent accounting pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

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Initial Public Offering

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Initial Public Offering

Note 4 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right worth one-twentieth of a share and one warrant (“Public Warrant”). On November 25, 2020, in connection with the underwriters’ exercise of the over-allotment option in full, the Company sold an additional 1,500,000 Units at a price of $10.00 per Unit. Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per whole share (see Note 8).

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Private Placement

9 Months Ended

Sep. 30, 2021

Private Placement [Abstract]

Private Placement

Note 5 — Private Placement

Simultaneously with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Sponsor purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,425,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, certain of the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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Related Party Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 6 — Related Party Transactions

Founder Shares

In June 2020, the Sponsor purchased 100 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 15, 2020, the Sponsor effected a 28,750-for-1 forward stock split and, as a result, our initial shareholders held 2,875,000 Founder Shares as of the date of our initial public offering.

The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7 .

The Sponsor and each holder of Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business

Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. 

The Company had agreed with each of its four independent directors (the “Directors”) subsequent to incorporation of the Company to provide them the right to each purchase 25,000 Founder Shares with a par value of $0.0001 of the Company from Breeze Sponsor, LLC (the “Sponsor”). The Directors each exercised their right in full on July 6, 2021 and purchased 100,000 shares (25,000 per each Director) of the Founder Shares from Sponsor for a total of $10 in the aggregate.

The sale or allocation of the Founders Shares to the Company’s Directors, as described above, is within the scope of  ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares granted to the Company’s Directors was $401,000 or $4.01 per share. The compensation expense related to these share purchases was recorded in full on the grant date of July 6, 2021 for a total of $401,000. This expense is included within operating and formation costs on the statement of operations for the 3 and 9 months ended September 30, 2021.

Administrative Support Agreement

The Company entered into an agreement whereby, commencing on November 23, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support services. For the three and nine months ended September 30, 2021, the Company incurred and paid $15,000 and $45,000, respectively, in fees for these services.

Related Party Loans

On June 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to the Initial Public Offering and the Company’s organizational and initial financing activities. The Note was non-interest bearing and payable on the earlier of (i) December 31, 2020, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determined not to proceed with the Initial Public Offering. The outstanding amount of $145,617 under the Promissory Note was repaid on November 25, 2020

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.      

Representative and Consultant Shares

Pursuant to the underwriting agreement (the “Underwriting Agreement”) between the Company and I-Bankers Securities (the “Representative”), on November 23, 2020, the Company issued to the Representative and its designees 250,000 shares of common stock and separately agreed to issue the Company’s Consultant 15,000 shares of common stock for nominal consideration in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, the Company issued to the Consultant such Consultant Shares. The Company accounts for the Representative Shares as a deferred offering cost of the Initial Public Offering. Accordingly, the offering cost will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants will be expensed immediately in the Statement of Operations, while offering costs allocated to the redeemable Public Shares will be deferred and subsequently charged to temporary shareholder’s equity upon the completion of the Initial Public Offering.

The Company estimated the fair value of the Representative Shares and Consultant Shares to be $1,322,350 based upon the price of the common stock issued ($4.99 per share) to the Representative and Consultant. The holders of the Representative Shares and Consultant Shares have agreed not to transfer, assign or sell any such shares until later of (i) 30 days after the completion of a Business Combination and 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative Shares and Consultant Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement.

In addition, the holders of the Representative Shares and Consultant Shares have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the time specified in the certificate of incorporation.

Refer to Note 2 for additional information regarding the restatement of financial statements resulting in additional offering costs recorded in relation to the Representative Shares.

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Commitments

9 Months Ended

Sep. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments

Note 7 — Commitments

Registration and Stockholder Rights

Pursuant to a registration rights and stockholder agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of  common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

I-Bankers Securities, Inc. (“I-Bankers”), the representative of the underwriters of the Initial Public Offering is entitled to a business combination marketing fee of $0.275 per share, or $3,162,500 in the aggregate. The fee will become payable to I-Bankers from the amounts held in the Trust Account solely in the event the Company completes a Business Combination, subject to the terms of the business combination marketing agreement between the Company and I-Bankers. 

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Warrant Liabilities

9 Months Ended

Sep. 30, 2021

Warrants And Rights Note Disclosure [Abstract]

Warrant Liabilities

Note 8 – Warrant Liabilities

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless the common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that, as soon as practicable, but in no event later than fifteen (15) business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective by the 60^th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

• in whole and not in part;

• at a price of $0.01 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption; and

• if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceed, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume Weighted-average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value or (ii) the price at which the Company issue the additional shares of common stock or equity-linked securities.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

At September 30, 2021 and December 31, 2020, there were 11,500,000 Public Warrants and 5,425,000 Private Placement Warrants outstanding. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities are adjusted to current fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Stockholders' Equity

Note 9 — Stockholder’s Equity

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 3,140,000 and 3,125,000 shares of common stock issued and outstanding, excluding 11,500,000 shares of common stock subject to possible redemption for both periods.

Rights

Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-twentieth (1/20) of a share of common stock upon consummation of the Business Combination, even if the holder of a right converted all shares held by him, her or it in connection with the Business Combination or an amendment to the Company’s certificate of incorporation with respect to its pre-business combination activities. In the event that the Company will not be the surviving company upon completion of the Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-twentieth (1/20) of a share of common stock underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional share of common stock upon consummation of the Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis.

The Company will not issue fractional shares in connection with an exchange of rights. As a result, the holders of the rights must hold rights in multiples of 20 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the trust account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 10 — Fair Value Measurements 

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

As of September 30, 2021
Description	Level 1		Level 2		Level 3
Investments held in Trust Account:
Cash and marketable securities held in Trust Account	$	116,764,515	$	—	$	—
Warrant liabilities:
Public Warrants		5,980,000		—		—
Private Placement Warrants		—		—		2,875,250
Total investments held in trust account and warrant liabilities	$	122,744,515	$	—	$	2,875,250

As of December 31, 2020
Description	Level 1		Level 2		Level 3
Investments held in Trust Account:
Cash and marketable securities held in Trust Account	$	116,734,480	$	—	$	—
Warrant liabilities:
Public Warrants		11,845,000		—		—
Private Placement Warrants		—		—		5,642,000
Total investments held in trust account and warrant liabilities	$	128,579,480	$	—	$	5,642,000

The measurement of the Public Warrants as of September 30, 2021 and December 31, 2020 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker BREZW. The quoted prices of the Public Warrants were $0.52 and $1.03 per warrant as of September 30, 2021 and December 31, 2020, respectively.

The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020 when the Public Warrants were separately listed and traded. There were no transfers between Levels 1, 2 or 3 during the nine months ended September 30, 2021.   

The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants:

	As of September 30, 2021			As of December 31, 2020
Stock price	$	10.09		$	10.15
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		100	%		88	%
Dividend yield		—			—
Term (in years)		5.34			5.98
Volatility		9.0	%		15.9	%
Risk-free rate		1.04	%		0.5	%
Fair value of warrants	$	0.53		$	1.04

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of December 31, 2020	$	5,642,000		$	11,845,000		$	17,487,000
Change in valuation inputs or other assumptions		(2,766,750	)		(5,865,000	)		(8,631,750	)
Fair value as of September 30, 2021	$	2,875,250		$	5,980,000		$	8,855,250

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Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 11 — Subsequent Events

On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 per public share, into the Trust Account in order to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022 (the “Extension”). The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2020 as filed with the SEC on March 31, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on June 24, 2021, and the Company’s Amended Annual Report on Form 10-K/A as filed with the SEC on January 14, 2022 . The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Amended Annual Report on Form 10-K/A for the period ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the period ending December 31, 2021 or for any future interim periods.

Reclassification

Reclassification

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Emerging growth company

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

Use of estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and cash equivalents

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2021 and December 31, 2020.

Cash and marketable securities held in Trust Account

Cash and marketable securities held in Trust Account

At September 30, 2021 and December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities.

Common stock subject to possible redemption

Common stock subject to possible redemption

All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit.

As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants	10,580,000
Issuance costs allocated to common stock	3,704,282
Proceeds allocated to Public Rights, net of offering costs	4,214,968
Plus:
Accretion of carrying value to redemption value	18,499,250
Common stock subject to possible redemption	$	115,000,000

Offering Costs associated with the Initial Public Offering

Offering Costs associated with the Initial Public Offering

The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Warrant Liabilities

Warrant liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the Statement of Operations in the period of change.

Income Taxes

Income taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021 and

December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net income per share (as restated)

Net income per share (as restated)

Net income per share of common stock is computed by dividing net income by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income per share of common stock.  As a result, the calculated net income per share is the same for redeemable and non-redeemable shares of common stock. At September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Basic and diluted net income per share of common stock
Numerator:
Net income	$	3,200,700	$	7,391,957
Denominator:
Basic and diluted weighted average shares common stock outstanding		14,634,130		14,628,077
Basic and diluted net income per share common stock	$	0.22	$	0.51

Concentration of credit risk

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair value of financial instruments

Fair value of financial instruments

The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.

The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature.

Recent accounting pronouncements

Recent accounting pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

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Restatement of Previously Issued Financial Statements (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Changes And Error Corrections [Abstract]

Summary of Effect of Restatement on Each Financial Statement

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

	March 31, 2021
	As Previously Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Common stock payable	$	—	$	74,850	$	74,850
Total common stock subject to possible redemption	100,627,190		14,372,810		115,000,000
Common stock	471		(158)		313
Retained earnings (accumulated deficit)	4,999,535		(14,447,502)		(9,447,967)
Total stockholders’ equity (deficit)	5,000,006		(14,447,660)		(9,447,654)

	June 30, 2021
	As Previously Reported		Adjustments		As Restated
Balance Sheet (unaudited)
Common stock payable	$	—	$	74,850	$	74,850
Total common stock subject to possible redemption	99,042,129		15,957,871		115,000,000
Common stock	486		(173)		313
Accumulated deficit	4,999,520		(16,032,548)		(11,033,028)
Total stockholders’ equity (deficit)	5,000,006		(16,033,721)		(11,032,715)

	For the Three Months Ended March 31, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,914,009			(9,914,009	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,710,991			(4,710,991	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.04	)	$	0.04		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	0.39		$	0.39

	For the Three Months Ended June 30, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,912,293			(9,912,293	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,712,707			(4,712,707	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.09	)	$	0.09		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	(0.11	)	$	(0.11	)
	For the Six Months Ended June 30, 2021
		As Previously Reported			Adjustment			As Restated
Basic and diluted weighted average shares outstanding,    Redeemable Common Stock			9,630,170			(9,630,170	)		—
Basic and diluted net earnings per share, Redeemable    Common Stock		$	—		$	—		$	—
Basic and diluted weighted average shares outstanding,    Non-Redeemable Common Stock			4,993,967			(4,993,967	)		—
Basic and diluted net loss per share, Non-Redeemable    Common Stock		$	(0.12	)	$	0.12		$	—
Basic and diluted weighted average shares outstanding			—			14,625,000			14,625,000
Basic and diluted net loss per share of Common Stock		$	—		$	0.29		$	0.29

Changes in the Statement of Stockholders’ Equity for the periods ended March 31, 2021 and June 30, 2021

	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Total Stockholders' Equity (Deficit)
	Shares	Amount
As Previously Reported:
Balance - January    1, 2021	5,280,087	$	529		$	583,698		$	4,415,775		$	5,000,002
Change in common stock subject to possible    redemption	(569,096)	(58)			(5,776,256)			—			(5,776,314)
Reclassify negative portion    of addition paid-in    capital	—	—			5,192,558			(5,192,558)			—
Net income	—	—			—			5,776,318			5,776,318
Balance - March 31, 2021	4,710,991	$	471		$	—		$	4,999,535		$	5,000,006
Change in common stock    subject to possible    redemption	156,164	15			—			1,585,046			1,585,061
Net loss	—	—			—			(1,585,061)			(1,585,061)
Balance - June 30, 2021	4,867,155	$	486		$	—		$	4,999,520		$	5,000,006
Adjustments:
Balance - January 1,    2021	(2,155,087)	$	(216)		$	(583,698)		$	(19,640,060)		$	(20,223,974)
Change in common stock    subject to possible    redemption	569,096	58			5,776,256			—			5,776,314
Reclassify negative portion    of addition paid-in    capital	—	—			(5,192,558)			5,192,558			—
Net income	—	—			—			—			—
Balance - March 31, 2021	(1,585,991)	$	(158)		$	—		$	(14,447,502)		$	(14,447,660)
Change in common stock    subject to possible    redemption	(156,164)	(15)			—			(1,585,046)			(1,585,061)
Net loss	—	—			—			—			—
Balance - June 30, 2021	(1,742,155)	$	(173)		$	—		$	(16,032,548)		$	(16,032,721)
As Restated:
Balance - January 1,    2021	3,125,000	$       313			$             —			$   (15,224,285)			$  (15,223,972)
Net income	—	—			—			5,776,318			5,776,318
Balance - March 31, 2021	3,125,000	$       313			$             —			$     (9,447,967)			$    (9,447,654)
Net loss	—	—			—			(1,585,061)			(1,585,061)
Balance - June 30, 2021	3,125,000	$	313		$	—		$	(11,033,028)		$	(11,032,715)

Statement of Cash Flows for the Three Months Ending March 31, 2021

Three Months Ended March 31, 2021

	As Previously Reported	Adjustments	As Restated
Non-Cash investing and financing activities:
Change in value of common stock subject to redemption	$  5,776,314	$         (5,776,314)	$   —

Statement of Cash Flows for the Six Months Ending June 30, 2021

	Six Months Ended June 30, 2021
	As Previously Reported	Adjustments	As Restated
Non-Cash investing and financing activities:
Change in value of common stock subject to redemption	$     4,191,253	$        (4,191,253)	$     —

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the periods, indicated:

	September 30, 2021
	As Previously Reported	Adjustments		As Restated
Balance Sheet (unaudited)
Additional paid-in capital	$74,848	$401,000		$475,848
Accumulated deficit	$(7,431,328)	$(401,000)		$(7,832,328)
Total shareholders' deficit	$(7,356,165)	$—		$(7,356,165)
Condensed Statement of Operations for the three    months ended September 30, 2021 (unaudited)
Operating and formation costs	$190,570	$401,000		$   591,570
Loss from operations	$190,570	$  401,000		$   591,570
Net income	$3,601,700	$           (401,000)		$3,200,700
Basic and diluted net income per share, Common Stock	$0.25	$(0.03)		$0.22
Condensed Statement of Operations for the nine    months ended September 30, 2021 (unaudited)
Operating and formation costs	$869,591	$401,000		$           1,270,591
Loss from operations	$869,591	$  401,000		$           1,270,591
Net income	$7,792,957	$           (401,000)		$7,391,957
Basic and diluted net income per share, Common Stock	$0.53	$(0.02)		$0.51
Condensed Statement of Cash Flows for the nine    months ended September 30, 2021 (unaudited)
Cash Flows from Operating Activities:
Net income	$7,792,957	$           (401,000)		$7,391,957
Adjustments to reconcile net loss to net cash used in    operating activities:
Compensation expense for common stock purchased by    Directors from Sponsor	$                      —	$              401,000		$     401,000
Non-Cash investing and financing activities:
Compensation expense for common stock purchased by Directors from Sponsor	$              —		$             401,000		$             401,000

Changes in the Statement of Stockholders’ Equity for the three months ended September 30, 2021

	Common Stock		Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity
	Shares	Amount
As Previously Reported:
Balance - June 30, 2021, as restated	3,125,000	$313	$—	$(11,033,028)	$(11,032,715)
Common Stock issued to Consultant	15,000	2	74,848	—	74,850
Net income	—	—	—	3,601,700	3,601,700
Balance - September 30, 2021	3,140,000	$315	$74,848	$(7,431,328)	$(7,356,165)
Adjustments:
Balance - June 30, 2021, as restated	—	$—	$—	$—	$—
Common Stock issued to Consultant	—	—	—	—	—
Common Stock purchased by Directors from Sponsor	—	—	401,000	—	401,000
Net income	—	—	—	(401,000)	(401,000)
Balance - September 30, 2021	—	$—	$401,000	$          (401,000)	$         —
As Restated:
Balance - June 30, 2021, as restated	3,125,000	$313	$—	$(11,033,028)	$(11,032,715)
Common Stock issued to Consultant	15,000	2	74,848	—	74,850
Common Stock purchased by Directors from Sponsor	—	—	401,000	—	401,000
Net income	—	—	—	3,200,700	3,200,700
Balance - September 30, 2021	3,140,000	$315	$475,848	$(7,832,328)	$(7,356,165)

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Common Stock Subject to Possible Redemption

As of September 30, 2021, the common stock reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds	$	115,000,000
Less:
Proceeds allocated to Public Warrants	10,580,000
Issuance costs allocated to common stock	3,704,282
Proceeds allocated to Public Rights, net of offering costs	4,214,968
Plus:
Accretion of carrying value to redemption value	18,499,250
Common stock subject to possible redemption	$	115,000,000

Calculation of Basic and Diluted Net Loss per Common Share

The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts):

	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Basic and diluted net income per share of common stock
Numerator:
Net income	$	3,200,700	$	7,391,957
Denominator:
Basic and diluted weighted average shares common stock outstanding		14,634,130		14,628,077
Basic and diluted net income per share common stock	$	0.22	$	0.51

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Summary of Financial Assets Measured at Fair Value on Recurring Basis

The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

As of September 30, 2021
Description	Level 1		Level 2		Level 3
Investments held in Trust Account:
Cash and marketable securities held in Trust Account	$	116,764,515	$	—	$	—
Warrant liabilities:
Public Warrants		5,980,000		—		—
Private Placement Warrants		—		—		2,875,250
Total investments held in trust account and warrant liabilities	$	122,744,515	$	—	$	2,875,250

As of December 31, 2020
Description	Level 1		Level 2		Level 3
Investments held in Trust Account:
Cash and marketable securities held in Trust Account	$	116,734,480	$	—	$	—
Warrant liabilities:
Public Warrants		11,845,000		—		—
Private Placement Warrants		—		—		5,642,000
Total investments held in trust account and warrant liabilities	$	128,579,480	$	—	$	5,642,000

Changes in Fair Value of Warrants Liabilities

The following table presents the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of December 31, 2020	$	5,642,000		$	11,845,000		$	17,487,000
Change in valuation inputs or other assumptions		(2,766,750	)		(5,865,000	)		(8,631,750	)
Fair value as of September 30, 2021	$	2,875,250		$	5,980,000		$	8,855,250

Modified Black Scholes

Significant Inputs for Fair Value

The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants:

	As of September 30, 2021			As of December 31, 2020
Stock price	$	10.09		$	10.15
Strike price	$	11.50		$	11.50
Probability of completing a Business Combination		100	%		88	%
Dividend yield		—			—
Term (in years)		5.34			5.98
Volatility		9.0	%		15.9	%
Risk-free rate		1.04	%		0.5	%
Fair value of warrants	$	0.53		$	1.04

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Description of Organization and Business of Operations - Additional Information (Details) - USD ($)		9 Months Ended
	Nov. 25, 2020	Sep. 30, 2021	Nov. 22, 2021	Dec. 31, 2020
Organization And Basis Of Operations [Line Items]
Warrants sold during period	5,425,000
Sale price per private placement warrant	$ 1.00
Net proceeds placed in Trust Account		$ 116,764,515		$ 116,734,480
Transaction costs	$ 4,099,907
Underwriting fees	2,300,000
Other offering costs	477,557
Cash held outside Trust Account		$ 9,584		$ 693,818
Aggregate fair market value as percentage of assets held in Trust Account		80.00%
Percentage of outstanding voting securities to be owned or acquired post-transaction		50.00%
Stock redemption price per share		$ 10.15
Minimum net intangible assets required for business combination		$ 5,000,001
Restriction on redeeming shares in case of stockholder approval of business combination		15.00%
Business combination incomplete, percentage of stock redemption		100.00%
Business combination, completion date of acquisition		Feb. 25, 2022
Business combination incomplete, maximum dissolution expenses to be paid		$ 100,000
Minimum number of business days to redeem public shares		10 days
Assets remaining available for distribution, per share, maximum.		$ 10.15
Price per Public Share reduction to amount held in Trust Account		$ 10.15
Working capital		$ 115,841
Breeze Sponsor, LLC | Subsequent Event
Organization And Basis Of Operations [Line Items]
Deposit in trust account			$ 1,150,000
Deposit representing per public share			$ 0.10
Representative Founder Shares
Organization And Basis Of Operations [Line Items]
Offering costs	$ 1,322,350
Related Party Loans
Organization And Basis Of Operations [Line Items]
Sale price per private placement warrant		$ 1.00
Related Party Loans | Maximum
Organization And Basis Of Operations [Line Items]
Warrants issuable on notes conversion upon completion of business combination		$ 1,000,000
Initial Public Offering Including Underwriters? Exercise
Organization And Basis Of Operations [Line Items]
Stock issued during period	11,500,000
Gross proceeds from initial public offering	$ 115,000,000
Net proceeds placed in Trust Account	$ 115,000,000
Shares issued price per share	$ 10.00
Private Placement
Organization And Basis Of Operations [Line Items]
Sale price per private placement warrant	$ 1.00
Gross proceeds from sale of warrants	$ 5,425,000
Net proceeds placed in Trust Account	$ 1,725,000

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Restatement of Previously Issued Financial Statements - Additional Information (Details)	Sep. 30, 2021 USD ($)
Accounting Changes And Error Corrections [Abstract]
Intangible assets, Net	$ 5,000,001

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Restatement of Previously Issued Financial Statements - Summary of Balance Sheet (Unaudited) (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Common stock payable		$ 74,850	$ 74,850	$ 74,850
Total common stock subject to possible redemption	$ 115,000,000	115,000,000	115,000,000	115,000,000
Common stock	315	313	313	$ 313
Additional paid-in capital	475,848
Retained earnings (accumulated deficit)		(11,033,028)	(9,447,967)
Total stockholders’ equity (deficit)		(11,032,715)	(9,447,654)
As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Total common stock subject to possible redemption		99,042,129	100,627,190
Common stock		486	471
Additional paid-in capital	74,848
Retained earnings (accumulated deficit)		4,999,520	4,999,535
Total stockholders’ equity (deficit)		5,000,006	5,000,006
Adjustments
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Common stock payable		74,850	74,850
Total common stock subject to possible redemption		15,957,871	14,372,810
Common stock		(173)	(158)
Additional paid-in capital	$ 401,000
Retained earnings (accumulated deficit)		(16,032,548)	(14,447,502)
Total stockholders’ equity (deficit)		$ (16,033,721)	$ (14,447,660)

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Restatement of Previously Issued Financial Statements - Summary of Changes in Statement of Operations (Unaudited) (Details) - $ / shares	3 Months Ended			6 Months Ended	9 Months Ended	16 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2021
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding	14,634,130	14,625,000	14,625,000	14,625,000	14,628,077	2,875,000
Basic and diluted net earnings (loss) per share	$ 0.22	$ (0.11)	$ 0.39	$ 0.29	$ 0.51
As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Basic and diluted net earnings (loss) per share	0.25				0.53
As Previously Reported | Redeemable Common Stock
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding		9,912,293	9,914,009	9,630,170
As Previously Reported | Non Redeemable Common Stock
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding		4,712,707	4,710,991	4,993,967
Basic and diluted net earnings (loss) per share		$ (0.09)	$ (0.04)	$ (0.12)
Adjustments
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding		14,625,000	14,625,000	14,625,000
Basic and diluted net earnings (loss) per share	$ (0.03)	$ (0.11)	$ 0.39	$ 0.29	$ (0.02)
Adjustments | Redeemable Common Stock
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding		(9,912,293)	(9,914,009)	(9,630,170)
Adjustments | Non Redeemable Common Stock
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Basic and diluted weighted average shares outstanding		(4,712,707)	(4,710,991)	(4,993,967)
Basic and diluted net earnings (loss) per share		$ 0.09	$ 0.04	$ 0.12

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Restatement of Previously Issued Financial Statements - Changes in Statement of Stockholders' Equity (Unaudited) (Details) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Sep. 30, 2021
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	$ (11,032,715)	$ (9,447,654)	$ (15,223,972)	$ 25,000	$ (15,223,972)
Common Stock issued to Consultant	74,850
Common Stock purchased by Directors from Sponsor	401,000
Net income (loss)	3,200,700	(1,585,061)	5,776,318	0	7,391,957
Ending Balance	(7,356,165)	(11,032,715)	(9,447,654)	25,000	(7,356,165)
As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	5,000,006	5,000,006	5,000,002		5,000,002
Change in common stock subject to possible redemption		1,585,061	(5,776,314)
Common Stock issued to Consultant	74,850
Net income (loss)	3,601,700	(1,585,061)	5,776,318		7,792,957
Ending Balance	(7,356,165)	5,000,006	5,000,006		(7,356,165)
Adjustments
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	(16,032,721)	(14,447,660)	(20,223,974)		(20,223,974)
Change in common stock subject to possible redemption		(1,585,061)	5,776,314
Common Stock purchased by Directors from Sponsor	401,000
Net income (loss)	(401,000)				(401,000)
Ending Balance		(16,032,721)	(14,447,660)
Common Stock
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	$ 313	$ 313	$ 313	$ 288	$ 313
Beginning Balance, Shares	3,125,000	3,125,000	3,125,000	2,875,000	3,125,000
Common Stock issued to Consultant	$ 2
Common Stock issued to Consultant, Shares	15,000
Net income (loss)				$ 0
Ending Balance	$ 315	$ 313	$ 313	$ 288	$ 315
Ending Balance, Shares	3,140,000	3,125,000	3,125,000	2,875,000	3,140,000
Common Stock | As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	$ 486	$ 471	$ 529		$ 529
Beginning Balance, Shares	4,867,155	4,710,991	5,280,087		5,280,087
Change in common stock subject to possible redemption		$ 15	$ (58)
Change in common stock subject to possible redemption, shares		156,164	(569,096)
Common Stock issued to Consultant	$ 2
Common Stock issued to Consultant, Shares	15,000
Ending Balance	$ 315	$ 486	$ 471		$ 315
Ending Balance, Shares	3,140,000	4,867,155	4,710,991		3,140,000
Common Stock | Adjustments
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	$ (173)	$ (158)	$ (216)		$ (216)
Beginning Balance, Shares	(1,742,155)	(1,585,991)	(2,155,087)		(2,155,087)
Change in common stock subject to possible redemption		$ (15)	$ 58
Change in common stock subject to possible redemption, shares		(156,164)	569,096
Ending Balance		$ (173)	$ (158)
Ending Balance, Shares		(1,742,155)	(1,585,991)
Additional Paid-in Capital
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance				$ 24,712
Common Stock issued to Consultant	$ 74,848
Common Stock purchased by Directors from Sponsor	401,000
Net income (loss)				0
Ending Balance	475,848			24,712	$ 475,848
Additional Paid-in Capital | As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance			$ 583,698		583,698
Change in common stock subject to possible redemption			(5,776,256)
Reclassify negative portion of addition paid-in capital			5,192,558
Common Stock issued to Consultant	74,848
Ending Balance	74,848				74,848
Additional Paid-in Capital | Adjustments
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance			(583,698)		(583,698)
Change in common stock subject to possible redemption			5,776,256
Reclassify negative portion of addition paid-in capital			(5,192,558)
Common Stock purchased by Directors from Sponsor	401,000
Ending Balance	401,000				401,000
Accumulated Deficit
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	(11,033,028)	$ (9,447,967)	(15,224,285)		(15,224,285)
Net income (loss)	3,200,700	(1,585,061)	5,776,318	$ 0
Ending Balance	(7,832,328)	(11,033,028)	(9,447,967)		(7,832,328)
Accumulated Deficit | As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	4,999,520	4,999,535	4,415,775		4,415,775
Change in common stock subject to possible redemption		1,585,046
Reclassify negative portion of addition paid-in capital			(5,192,558)
Net income (loss)	3,601,700	(1,585,061)	5,776,318
Ending Balance	(7,431,328)	4,999,520	4,999,535		(7,431,328)
Accumulated Deficit | Adjustments
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Beginning Balance	(16,032,548)	(14,447,502)	(19,640,060)		(19,640,060)
Change in common stock subject to possible redemption		(1,585,046)
Reclassify negative portion of addition paid-in capital			5,192,558
Net income (loss)	(401,000)
Ending Balance	$ (401,000)	$ (16,032,548)	$ (14,447,502)		$ (401,000)

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Restatement of Previously Issued Financial Statements - Summary of Cash Flows (Unaudited) (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
As Previously Reported
Non-Cash investing and financing activities
Change in value of common stock subject to redemption	$ 5,776,314	$ 4,191,253
Adjustments
Non-Cash investing and financing activities
Change in value of common stock subject to redemption	$ (5,776,314)	$ (4,191,253)

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Restatement of Previously Issued Financial Statements - Summary of Effect of the Restatement on Balance Sheet (Unaudited) (Details) - USD ($)	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Jun. 10, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Additional paid-in capital	$ 475,848
Accumulated deficit	(7,832,328)			$ (15,224,285)
Total shareholders' deficit	(7,356,165)	$ (11,032,715)	$ (9,447,654)	(15,223,972)	$ 25,000	$ 25,000	$ 0
As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Additional paid-in capital	74,848
Accumulated deficit	(7,431,328)
Total shareholders' deficit	(7,356,165)	5,000,006	5,000,006	5,000,002
Adjustments
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Additional paid-in capital	401,000
Accumulated deficit	$ (401,000)
Total shareholders' deficit		$ (16,032,721)	$ (14,447,660)	$ (20,223,974)

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Restatement of Previously Issued Financial Statements - Summary of Effect of the Restatement on Condensed Statement of Operations (Unaudited) (Details) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Operating and formation costs	$ 591,570					$ 1,270,591
Loss from operations	591,570					1,270,591
Net income (loss)	$ 3,200,700	$ (1,585,061)	$ 5,776,318	$ 0		$ 7,391,957
Basic and diluted net income per share, Common Stock	$ 0.22	$ (0.11)	$ 0.39		$ 0.29	$ 0.51
As Previously Reported
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Operating and formation costs	$ 190,570					$ 869,591
Loss from operations	190,570					869,591
Net income (loss)	$ 3,601,700	$ (1,585,061)	$ 5,776,318			$ 7,792,957
Basic and diluted net income per share, Common Stock	$ 0.25					$ 0.53
Adjustments
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Operating and formation costs	$ 401,000					$ 401,000
Loss from operations	401,000					401,000
Net income (loss)	$ (401,000)					$ (401,000)
Basic and diluted net income per share, Common Stock	$ (0.03)	$ (0.11)	$ 0.39		$ 0.29	$ (0.02)

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Restatement of Previously Issued Financial Statements - Summary of Effect of the Restatement on Condensed Statement of Cash Flows (Unaudited) (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Cash Flows from Operating Activities:
Net income	$ 7,391,957
Adjustments to reconcile net loss to net cash used in operating activities:
Compensation expense for common stock purchased by Directors from Sponsor	401,000
Non-Cash investing and financing activities
Compensation expense for common stock purchased by Directors from Sponsor	401,000
As Previously Reported
Cash Flows from Operating Activities:
Net income	7,792,957
Adjustments
Cash Flows from Operating Activities:
Net income	(401,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Compensation expense for common stock purchased by Directors from Sponsor	401,000
Non-Cash investing and financing activities
Compensation expense for common stock purchased by Directors from Sponsor	$ 401,000

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)		9 Months Ended
	Nov. 25, 2020	Sep. 30, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents		$ 0	$ 0
Common stock sold		3,140,000	3,125,000
Common stock subject to possible redemption		11,500,000	11,500,000
Transaction costs	$ 4,099,907
Underwriting fees	2,300,000
Other offering costs	477,557
Offering costs incurred in connection with issuance of common stock		$ 3,704,282
Unrecognized tax benefits		0	$ 0
Accrued for interest and penalties		$ 0	$ 0
Dilutive securities and other contracts potentially exercised or converted into common stock		0
Concentrations of credit risk consist of cash accounts		$ 250,000
Representative Founder Shares
Summary Of Significant Accounting Policies [Line Items]
Offering costs	$ 1,322,350
Initial Public Offering
Summary Of Significant Accounting Policies [Line Items]
Common stock sold		11,500,000
Transaction costs		$ 4,099,907
Underwriting fees		2,300,000
Other offering costs		477,557
Initial Public Offering | Representative Founder Shares
Summary Of Significant Accounting Policies [Line Items]
Offering costs		1,322,350
Public Warrants and Private Placement Warrants
Summary Of Significant Accounting Policies [Line Items]
Transaction costs		$ 395,625

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Summary of Significant Accounting Policies - Summary of Changes in Statement of Stockholders' Equity (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Issuance costs allocated to common stock	$ 3,704,282
Common stock subject to possible redemption	115,000,000	$ 115,000,000	$ 115,000,000	$ 115,000,000
Common Stock Subject To Possible Redemption
Temporary Equity [Line Items]
Gross proceeds	115,000,000
Proceeds allocated to Public Warrants	10,580,000
Issuance costs allocated to common stock	3,704,282
Gross proceeds from initial public offering	4,214,968
Accretion of carrying value to redemption value	18,499,250
Common stock subject to possible redemption	$ 115,000,000

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Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Loss per Common Share (Details) - USD ($)	3 Months Ended				6 Months Ended	9 Months Ended	16 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2021
Numerator:
Net income (loss)	$ 3,200,700	$ (1,585,061)	$ 5,776,318	$ 0		$ 7,391,957
Denominator:
Basic and diluted weighted average shares outstanding	14,634,130	14,625,000	14,625,000		14,625,000	14,628,077	2,875,000
Basic and diluted net earnings (loss) per share	$ 0.22	$ (0.11)	$ 0.39		$ 0.29	$ 0.51

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Initial Public Offering - Additional Information (Details) - $ / shares		9 Months Ended
	Nov. 25, 2020	Sep. 30, 2021
Public Warrant
Initial Public Offering [Line Items]
Number of common stock entitled for each warrants		1
Exercise price per share		$ 11.50
Initial Public Offering
Initial Public Offering [Line Items]
Stock issued during period	10,000,000
Shares issued price per share	$ 10.00
Description of conversion feature		Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock, one right worth one-twentieth of a share and one warrant (“Public Warrant”)
Over-Allotment Option
Initial Public Offering [Line Items]
Stock issued during period	1,500,000
Shares issued price per share	$ 10.00

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Private Placement - Additional Information (Details)	Nov. 25, 2020 USD ($) $ / shares shares
Private Placement [Line Items]
Warrants, price per share	$ 1.00
Private Placement
Private Placement [Line Items]
Sale of warrants | shares	5,425,000
Warrants, price per share	$ 1.00
Proceeds from issuance of warrants | $	$ 5,425,000
Number of common stock entitled for each warrants | shares	1
Common stock price per share	$ 11.50

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Related Party Transactions - Additional Information (Details)						1 Months Ended		3 Months Ended	9 Months Ended
	Jul. 06, 2021 USD ($) $ / shares shares	Nov. 25, 2020 USD ($) $ / shares shares	Nov. 23, 2020 USD ($) $ / shares shares	Jul. 15, 2020 shares	Jun. 11, 2020 USD ($)	Jun. 30, 2020 USD ($) shares	Jun. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) Director $ / shares shares	Sep. 30, 2021 USD ($) Director $ / shares shares	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Issuance of Founder Shares to Sponsor | $							$ 25,000
Common stock, shares outstanding								3,140,000	3,140,000			3,125,000
Right to purchase, number of shares by each director								100,000,000	100,000,000			100,000,000
Common stock, par value | $ / shares								$ 0.0001	$ 0.0001			$ 0.0001
Common stock, shares issued								3,140,000	3,140,000			3,125,000
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively (excluding 11,500,000 shares subject to possible redemption) | $								$ 315	$ 315	$ 313	$ 313	$ 313
Sale price per private placement warrant | $ / shares		$ 1.00
Stock issued during period, value | $								$ 74,850
Over-Allotment Option
Related Party Transaction [Line Items]
Stock issued during period		1,500,000
Shares issued price per share | $ / shares		$ 10.00
Private Placement
Related Party Transaction [Line Items]
Common stock price per share | $ / shares		11.50
Sale price per private placement warrant | $ / shares		$ 1.00
Related Party Loans
Related Party Transaction [Line Items]
Sale price per private placement warrant | $ / shares								$ 1.00	$ 1.00
Representative | Over-Allotment Option
Related Party Transaction [Line Items]
Stock issued during period			250,000
Consultant | Private Placement
Related Party Transaction [Line Items]
Stock issued during period			15,000
Representative and Consultant
Related Party Transaction [Line Items]
Stock issued during period, value | $			$ 1,322,350
Shares issued price per share | $ / shares			$ 4.99
Founder shares will not be transferable, assignable or saleable, number of days after completion of business combination			30 days
Directors
Related Party Transaction [Line Items]
Number of directors | Director								4	4
Right to purchase, number of shares by each director								25,000	25,000
Common stock, par value | $ / shares								$ 0.0001	$ 0.0001
Common stock, shares issued	100,000
Number of shares purchased by each director	25,000
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively (excluding 11,500,000 shares subject to possible redemption) | $	$ 10
Maximum | Related Party Loans
Related Party Transaction [Line Items]
Warrants issuable on notes conversion upon completion of business combination | $								$ 1,000,000	$ 1,000,000
Founder Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding		2,875,000
Breeze Sponsor, LLC
Related Party Transaction [Line Items]
Share holding period upon closing of business combination									1 year
Common stock price per share | $ / shares								$ 12.00	$ 12.00
Number of trading days									20 days
Number of consecutive trading days									30 days
Minimum share holding period upon closing of business combination									150 days
Related party transaction, administrative service fee per month | $			$ 5,000
Related party transaction, administrative service expense incurred and paid | $								$ 15,000	$ 45,000
Breeze Sponsor, LLC | Unsecured Promissory Note
Related Party Transaction [Line Items]
Aggregate principal amount | $					$ 300,000
Outstanding balance of promissory note repaid | $		$ 145,617
Debt instrument, maturity date					Nov. 25, 2020
Breeze Sponsor, LLC | Founder Shares
Related Party Transaction [Line Items]
Issuance of Founder Shares to Sponsor, Shares						100
Issuance of Founder Shares to Sponsor | $						$ 25,000
Forward stock split						28,750
Ownership percentage of initial stockholders				20.00%
Common stock, shares not subject to forfeiture				375,000
Stock conversion ratio, description									The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 7
Stock conversion ratio				100.00%
Compensation expense | $	$ 401,000
Number of shares granted to directors	100,000
Fair value of shares granted to directors | $	$ 401,000
Fair value per share granted to directors | $ / shares	$ 4.01
Breeze Sponsor, LLC | Founder Shares | Maximum
Related Party Transaction [Line Items]
Common stock, shares subject to forfeiture				375,000

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Commitments- Additional Information (Details) - Underwriting Agreement	Nov. 23, 2020 USD ($) $ / shares
Subsidiary Or Equity Method Investee [Line Items]
Price per share payable to underwriters as deferred fee | $ / shares	$ 0.275
Deferred underwriting fee payable | $	$ 3,162,500

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Warrant Liabilities - Additional Information (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Class Of Warrant Or Right [Line Items]
Number of fractional shares issued upon exercise of public warrant	0
Warrants exercisable period after completion of business combination	30 days
Warrants exercisable period from closing of initial public offering	12 months
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation	5 years
Class of warrant or right exercisable	0
Redemption price per warrant	$ 0.01
Minimum period of prior written notice of redemption of warrants	30 days
Minimum price per share required for redemption of warrants	$ 18.00
Warrants redemption covenant, threshold trading days	20 days
Warrants redemption covenant threshold consecutive trading days	30 days
Number of business days before sending notice of redemption period	3 days
Maximum effective issue price to closing of business combination	$ 9.20
Minimum percentage of total equity proceeds from issuances	60.00%
Number of trading days prior on consummates business combination	20 days
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price	115.00%
Warrants will not be transferable, assignable or saleable, number of days after completion of business combination	30 days
Public Warrant
Class Of Warrant Or Right [Line Items]
Warrants outstanding	11,500,000	11,500,000
Private Placement
Class Of Warrant Or Right [Line Items]
Warrants outstanding	5,425,000	5,425,000

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Stockholder's Equity - Additional Information (Details)	9 Months Ended
	Sep. 30, 2021 $ / shares shares	Dec. 31, 2020 $ / shares shares
Equity [Abstract]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, voting rights	Holders of common stock are entitled to one vote for each share.
Common stock, shares issued	3,140,000	3,125,000
Common stock, shares outstanding	3,140,000	3,125,000
Common stock subject to possible redemption	11,500,000	11,500,000
Business combination right convertible share of common stock conversion ratio	0.05

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Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Level 1
Warrant liabilities:
Total investments held in trust account and warrant liabilities	$ 122,744,515	$ 128,579,480
Level 1 | Public Warrant
Warrant liabilities:
Total warrant liabilities	5,980,000	11,845,000
Level 1 | Cash And Marketable Securities Held in Trust Account
Investments held in Trust Account:
Fair value, asset	116,764,515	116,734,480
Level 3
Warrant liabilities:
Total investments held in trust account and warrant liabilities	2,875,250	5,642,000
Level 3 | Private Placement
Warrant liabilities:
Total warrant liabilities	$ 2,875,250	$ 5,642,000

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Fair Value Measurements - Additional Information (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Asset amount transfer of level 1 to level 2	$ 0
Liability amount transfer of level 1 to level 2	0
Asset amount transfer of level 2 to level 1	0
Liability amount transfer of level 2 to level 1	$ 0
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Quoted price of public warrant	$ 0.52	$ 1.03

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Fair Value Measurements - Significant Inputs for Fair Value (Details) - Modified Black Scholes - Private Placement	9 Months Ended	12 Months Ended
	Sep. 30, 2021 $ / shares	Dec. 31, 2020 $ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.53	1.04
Probability of completing a Business Combination	100.00%	88.00%
Stock Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	10.09	10.15
Strike Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Term (in years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input, Term years	5 years 4 months 2 days	5 years 11 months 23 days
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.090	0.159
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.0104	0.005

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Fair Value Measurements - Changes in Fair Value of Warrants Liabilities (Details)	9 Months Ended
	Sep. 30, 2021 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	$ 17,487,000
Change in valuation inputs or other assumptions	(8,631,750)
Fair value as of September 30, 2021	8,855,250
Private Placement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	5,642,000
Change in valuation inputs or other assumptions	(2,766,750)
Fair value as of September 30, 2021	2,875,250
Public
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	11,845,000
Change in valuation inputs or other assumptions	(5,865,000)
Fair value as of September 30, 2021	$ 5,980,000

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Subsequent Events - Additional Information (Details) - Breeze Sponsor, LLC - Subsequent Event	Nov. 22, 2021 USD ($) $ / shares
Subsequent Event [Line Items]
Deposit in trust account | $	$ 1,150,000
Deposit representing per public share | $ / shares	$ 0.10