DEFA14A: Breeze Holdings Issues Proxy Card Correction for Shareholder Meeting

Breeze Holdings Acquisition Corp. has filed a supplement to its definitive proxy statement to correct an error in the proxy card for its upcoming Special Meeting, requiring shareholders to resubmit votes.

Summary

• Breeze Holdings Acquisition Corp. (the Company) filed a supplement to its definitive proxy statement (the Proxy Statement) on July 25, 2025.
• The supplement addresses an error in the Proxy Card attached to the original Proxy Statement, specifically concerning Proposal 3 (The Advisory Charter Proposals).
• The original Proxy Card did not provide shareholders with options to vote for, against, or abstain on each sub-item within Proposal 3.
• This error has been corrected in the new Proxy Card attached to the supplement.
• Any Proxy Cards submitted by stockholders before July 25, 2025, will be disregarded, and stockholders are required to resubmit their vote using the corrected Proxy Card.
• The supplement does not alter the proposals to be voted on at the Special Meeting or the Board's recommendations.
• The Special Meeting of Stockholders is scheduled for August 14, 2025, at 10:00 A.M. Eastern Time.
• Shareholders can vote via internet (www.proxyvote.com or www.virtualshareholdermeeting.com/BRZH2025SM2), phone (1-800-690-6903), or mail.
• The deadline for internet and phone voting is August 13, 2025, at 11:59 P.M. Eastern Time.
• Key proposals include the Business Combination Proposal, Charter Proposal, Advisory Charter Proposals (including changes to authorized share capital, amendment approval thresholds, removal of blank check provisions, and board classification), Incentive Plan Proposal, and Redemption Limitation Amendment Proposal.

Sentiment

Score: 5

Explanation: The filing is neutral in sentiment as it is an administrative correction to a proxy card, not a reflection of business performance or strategic changes.

Future Outlook

The filing does not provide forward-looking statements or guidance beyond the administrative details of the shareholder meeting and voting process.

Management Comments

• "Thank you for your participation. We look forward to your continued support." J. Douglas Ramsey, Ph.D., Chairman of the Board of Directors.

Industry Context

This filing is an administrative update common in the SPAC (Special Purpose Acquisition Company) lifecycle, specifically related to the shareholder vote required for a business combination. It reflects the detailed regulatory compliance necessary for such transactions, ensuring proper shareholder participation in critical governance decisions.

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted as they must resubmit their votes for the Special Meeting, ensuring their votes are accurately recorded for the various proposals, particularly the Advisory Charter Proposals.

Next Steps

• Stockholders must resubmit their votes using the corrected Proxy Card attached to the supplement.
• Shareholders are encouraged to vote by internet, phone, or mail by August 13, 2025.
• The Special Meeting of Stockholders will be held on August 14, 2025, to vote on the proposed business combination and related matters.

Key Dates

Keywords

Proxy Statement, Special Meeting, Shareholder Vote, Corporate Governance, Merger Agreement, SPAC, Proxy Card, Advisory Charter Proposals, Redemption Limitation