Correspondence 0001213900-24-022261 from Breeze Holdings Acquisition Corp. (BRZH, BRZHR, BRZHW) (CIK 0001817640)
Breeze Holdings Acquisition Corp. (BRZH, BRZHR, BRZHW) (CIK 0001817640)
Date: March 13, 2024 · CIK: 0001817640 · Accession: 0001213900-24-022261
AI Filing Summary & Sentiment
File numbers found in text: 001-39718
Letter
ArentFox Schiff LLP
1717 K Street, NW
Washington, DC 20006
202.857.6000 main
202.857.6395 fax
afslaw.com
March 13, 2024
VIA EDGAR
Stephany Yang
Jean Yu
United States Securities and Exchange Commission
Office of Manufacturing
100 F Street, NE
Washington, DC 20549
Marc Rivera
Partner
202.350.3643 direct
marc.rivera@afslaw.com
Re: Breeze Holdings Acquisition Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
File No. 001-39718
Ladies and Gentlemen:
This letter is being submitted on behalf of Breeze Holdings Acquisition Corp. (the “Company”) in response to the comment letter, dated March 12, 2024, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Form 10-K for the Fiscal Year Ended December 31, 2022 filed on March 31, 2023 (the “Form 10-K”).
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.
RESPONSE: On March 13, 2024, the Company filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2022 with a corrected Section 302 Certification, including the language in paragraphs 4 and 4(b) of such certification that had previously been omitted in error. Also, On March 13, 2024, the Company filed amendments to its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30, and September 30, 2023 with corrected Section 302 Certifications, including the introductory language in paragraph 4 of such certification that had previously been omitted in error.
* * *
* * *
Smart In
Your World®
Stephany Yang
Jean Yu
March 13, 2024
Page
Should you have any questions regarding the foregoing, please do not hesitate to contact Marc Rivera at (202) 350-3643.
Best regards,
/s/Marc
Rivera
Show Raw Text
CORRESP
1
filename1.htm
ArentFox
Schiff LLP
1717 K Street,
NW
Washington, DC 20006
202.857.6000 main
202.857.6395 fax
afslaw.com
March
13, 2024
VIA
EDGAR
Stephany
Yang
Jean Yu
United States Securities and Exchange Commission
Office of Manufacturing
100 F Street, NE
Washington, DC 20549
Marc
Rivera
Partner
202.350.3643 direct
marc.rivera@afslaw.com
Re: Breeze
Holdings Acquisition Corp.
Form
10-K for the Fiscal Year Ended December 31, 2022
Filed
March 31, 2023
File
No. 001-39718
Ladies and
Gentlemen:
This
letter is being submitted on behalf of Breeze Holdings Acquisition Corp. (the “Company”) in response to the comment
letter, dated March 12, 2024, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) with respect to the Form 10-K for the Fiscal Year Ended December 31, 2022
filed on March 31, 2023 (the “Form 10-K”).
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.
RESPONSE:
On March 13, 2024, the Company filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2022 with a corrected
Section 302 Certification, including the language in paragraphs 4 and 4(b) of such certification that had previously been omitted in
error. Also, On March 13, 2024, the Company filed amendments to its Quarterly Reports on Form 10-Q for the periods ended March 31, June
30, and September 30, 2023 with corrected Section 302 Certifications, including the introductory language in paragraph 4 of such certification
that had previously been omitted in error.
* * *
*
* *
Smart In
Your World®
Stephany
Yang
Jean
Yu
March
13, 2024
Page
2
Should you
have any questions regarding the foregoing, please do not hesitate to contact Marc Rivera at (202) 350-3643.
Best regards,
/s/Marc
Rivera
Marc Rivera
cc: J.
Douglas Ramsey, CEO, Breeze Holdings Acquisition Corp.