Correspondence 0001213900-24-035904 from Breeze Holdings Acquisition Corp. (BRZH, BRZHR, BRZHW) (CIK 0001817640)
Breeze Holdings Acquisition Corp. (BRZH, BRZHR, BRZHW) (CIK 0001817640)
Date: April 24, 2024 · CIK: 0001817640 · Accession: 0001213900-24-035904
AI Filing Summary & Sentiment
Reasoning
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
Marc Rivera
Partner
202.350.3643 direct
marc.rivera@afslaw.com
April 24, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, DC 20549
Attention: Stephany Yang and Jean Yu
Re: Breeze Holdings Acquisition Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed April 1, 2024
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 April 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 Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023 filed on April 1, 2023 (the “Form 10-K”).
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 9A. Controls and Procedures, page 59
1. Please amend your filing to provide management's annual report on internal control over financial reporting as of December 31, 2023. Refer to Item 308(a) of Regulation S-K.
1. Please amend your filing to provide management's annual report on internal control over financial reporting as of December 31, 2023. Refer to Item 308(a) of Regulation S-K.
RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff it has revised its disclosure on pages 59 and 60 of the Form 10-K.
Changes in Internal Control over Financing Report, page 60
2. We note your disclosure on page 49 that you have implemented a remediation plan, described under Item 9A, Evaluation of Disclosure Controls and Procedures, which remediated the material weakness surrounding the preparation and review of the tax provision. Your disclosures under Changes in Internal Control over Financial Reporting on page 60 appear to indicate that your remediation plans are not yet implemented. Please revise the filing to fix the inconsistencies.
RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff it has revised its disclosure on page 49 of the Form 10-K.
* * *
* * *
Smart In
Your World®
April 19, 2024
Page 2
Should you have any questions regarding the foregoing, please do not hesitate to contact Marc Rivera at (202) 350-3643.
Sincerely,
ARENTFOX SCHIFF LLP
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
Marc Rivera
Partner
202.350.3643 direct
marc.rivera@afslaw.com
April 24, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, NE
Washington, DC 20549
Attention: Stephany Yang and Jean Yu
Re: Breeze Holdings Acquisition Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed April 1, 2024
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 April 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 Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023 filed on April 1, 2023
(the “Form 10-K”).
Form 10-K for the Fiscal Year
Ended December 31, 2023
Item 9A. Controls and Procedures,
page 59
1. Please amend your filing
to provide management's annual report on internal control over financial reporting as of December 31, 2023. Refer to Item 308(a) of Regulation
S-K.
1. Please amend your filing to provide management's annual
report on internal control over financial reporting as of December 31, 2023. Refer to Item 308(a) of Regulation S-K.
RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff it has revised its
disclosure on pages 59 and 60 of the Form 10-K.
Changes in Internal Control
over Financing Report, page 60
2. We note your disclosure on page 49 that you have implemented
a remediation plan, described under Item 9A, Evaluation of Disclosure Controls and Procedures, which remediated the material weakness
surrounding the preparation and review of the tax provision. Your disclosures under Changes in Internal Control over Financial Reporting
on page 60 appear to indicate that your remediation plans are not yet implemented. Please revise the filing to fix the inconsistencies.
RESPONSE: The Company respectfully acknowledges the Staff’s comment and advises the Staff it has revised its disclosure on page 49 of the Form 10-K.
* * *
* * *
Smart In
Your World®
April 19, 2024
Page 2
Should you have any questions regarding the foregoing, please
do not hesitate to contact Marc Rivera at (202) 350-3643.
Sincerely,
ARENTFOX SCHIFF LLP
/s/ Marc Rivera
By: Marc Rivera
Enclosures
cc: J. Douglas Ramsey, CEO, Breeze Holdings Acquisitions Corp.