Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 17, 2025, Breeze Holdings Acquisition Corp. (the "Company") was notified by OTC Markets Group Inc. that, as of such date, its publicly traded warrants (BRZHW) and publicly traded rights (BRZHR) no longer satisfy the continued qualification requirements for the OTCQX Market, as set forth in Section 2 of the Requirements for Continued Qualification of the OTCQX Rules for U.S. Companies, which requires compliance with Section 1.1(A) of the OTCQX Eligibility Criteria, requiring the Company to have (1) net tangible assets of $2,000,000, if the Company has been in continuous operation for at least three years, or $5,000,000, if the Company has been in continuous operation for less than three years; (2) average revenue of at least $6,000,000 for the last three years; or (3) a bid price of $5 per share as of the close of business on each of the 30 consecutive calendar days immediately preceding the Company's application day, and as of the most recent fiscal year end have at least one of the following: (A) net income of $500,000; (B) net tangible assets of $1,000,000; (C) revenues of $2,000,000; or (D) total assets of $5,000,000. As previously disclosed in the Company's Form 8-K filed on March 19, 2025, and amended on March 21, 2025, the Company had been provided a 90-day cure period to address the deficiency. The cure period has now lapsed without resolution.

As a result, the Company has elected to transition the trading of its warrants and rights to the OTCQB, where they are expected to begin trading on June 16, 2025 and to continue to be quoted and traded thereafter without interruption. The Company's common stock (BRZH) will continue to trade on the OTCQX.

Item 8.01. Other Events.

The Company is continuing to pursue the completion of its proposed business combination with YD Biopharma Limited and expects that the transition of its warrants and rights to OTCQB will not affect the timing or execution of such plans.