SEC Comment Letter 0000000000-24-002677 to Breeze Holdings Acquisition Corp. (BRZH, BRZHR, BRZHW) (CIK 0001817640)
Breeze Holdings Acquisition Corp. (BRZH, BRZHR, BRZHW) (CIK 0001817640)
Date: March 12, 2024 · CIK: 0001817640 · Accession: 0000000000-24-002677
AI Filing Summary & Sentiment
File numbers found in text: 001-39718
Letter
United States securities and exchange commission logo March 12, 2024 J. Douglas Ramsey, Ph.D. Chief Executive Officer and Chief Financial Officer Breeze Holdings Acquisition Corp. 955 W. John Carpenter Freeway Suite 100-929 Irving, TX 75039 Re:Breeze Holdings Acquisition Corp. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 31, 2023 File No. 001-39718 Dear J. Douglas Ramsey: We have limited our review of your filing to the financial statements and related disclosures and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Exhibit 31.1 Section 302 Certification, page 1 1.We note you have omitted the portion of introductory language in paragraph 4 as well as language in paragraph 4(b) of the certification that refers to the certifying officers' responsibility for designing, establishing and maintaining internal control over financial reporting for the company. As you are subject to the internal control over financial reporting requirements, please amend your Form 10-K accordingly to include the requisite language in your Section 302 Certification(s). We also note you omitted the portion of introductory language in paragraph 4 in each of your 2023 quarterly reports filed on Form 10-Q. You may refer to Item 601(b)(31) of Regulation S-K for further guidance. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
FirstName LastNameJ. Douglas Ramsey, Ph.D. Comapany NameBreeze Holdings Acquisition Corp. March 12, 2024 Page 2 FirstName LastName J. Douglas Ramsey, Ph.D. Breeze Holdings Acquisition Corp. March 12, 2024 Page 2 absence of action by the staff. Please contact Stephany Yang at 202-551-3167 or Jean Yu at 202-551-3305 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
March 12, 2024
J. Douglas Ramsey, Ph.D.
Chief Executive Officer and Chief Financial Officer
Breeze Holdings Acquisition Corp.
955 W. John Carpenter Freeway
Suite 100-929
Irving, TX 75039
Re:Breeze Holdings Acquisition Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-39718
Dear J. Douglas Ramsey:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Exhibit 31.1 Section 302 Certification, page 1
1.We note you have omitted the portion of introductory language in paragraph 4 as well as
language in paragraph 4(b) of the certification that refers to the certifying officers'
responsibility for designing, establishing and maintaining internal control over financial
reporting for the company. As you are subject to the internal control over financial
reporting requirements, please amend your Form 10-K accordingly to include the
requisite language in your Section 302 Certification(s). We also note you omitted the
portion of introductory language in paragraph 4 in each of your 2023 quarterly reports
filed on Form 10-Q. You may refer to Item 601(b)(31) of Regulation S-K for further
guidance.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
FirstName LastNameJ. Douglas Ramsey, Ph.D.
Comapany NameBreeze Holdings Acquisition Corp.
March 12, 2024 Page 2
FirstName LastName
J. Douglas Ramsey, Ph.D.
Breeze Holdings Acquisition Corp.
March 12, 2024
Page 2
absence of action by the staff.
Please contact Stephany Yang at 202-551-3167 or Jean Yu at 202-551-3305 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing