Breeze Holdings Acquisition (BRZH) 10-K 11 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Feb. 28, 2022	Jun. 30, 2021
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Registrant Name	BREEZE HOLDINGS ACQUISITION CORP.
Entity Central Index Key	0001817640
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
ICFR Auditor Attestation Flag	false
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Voluntary Filers	No
Entity Common Stock Shares Outstanding		14,640,000
Entity Public Float			$ 115,345,000
Entity File Number	001-39718
Entity Tax Identification Number	85-1849315
Entity Address Address Line1	955 W. John Carpenter Fwy.
Entity Address Address Line2	Suite 100-929
Entity Address City Or Town	Irving
Entity Address State Or Province	TX
Entity Address Postal Zip Code	75039
City Area Code	619
Local Phone Number	500-7747
Document Annual Report	true
Document Transition Report	false
Entity Incorporation State Country Code	DE
Auditor Name	Marcum LLP
Auditor Location	New York, NY
Auditor Firm ID	688
Rights
Document Information [Line Items]
Trading Symbol	BREZR
Security Exchange Name	NASDAQ
Security12b Title	Rights exchangeable into one-twentieth of one share of common stock
Common Stock
Document Information [Line Items]
Trading Symbol	BREZ
Security Exchange Name	NASDAQ
Security12b Title	Common Stock, par value $0.0001 per share
Warrants
Document Information [Line Items]
Trading Symbol	BREZW
Security Exchange Name	NASDAQ
Security12b Title	Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 5,403	$ 693,818
Prepaid expenses	124,157	136,949
Total Current Assets	129,560	830,767
Cash and marketable securities held in Trust Account	117,931,556	116,734,480
Prepaid expenses		23,292
Total Assets	118,061,116	117,588,539
Current liabilities
Accounts payable and accrued expenses	598,447	67,264
Franchise tax payable	200,000	23,156
Common stock payable		74,850
Current maturities of long-term liabilities	1,198,315	136,949
Total Current Liabilities	1,996,762	302,219
Warrant liabilities	7,108,500	17,487,000
Other long-term liabilities		23,292
Total Liabilities	9,105,262	17,812,511
Commitments
Common stock subject to possible redemption, 11,500,000 shares at redemption value as of December 31, 2021 and 2020, respectively	115,000,000	115,000,000
Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,125,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively (excluding 11,500,000 shares subject to possible redemption)	315	313
Additional paid-in capital	475,848
Accumulated deficit	(6,520,309)	(15,224,285)
Total Stockholders’ Deficit	(6,044,146)	(15,223,972)
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT	$ 118,061,116	$ 117,588,539

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Common stock subject to possible redemption, shares at redemption value	11,500,000	11,500,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	3,140,000	3,125,000
Common stock, shares outstanding	3,140,000	3,125,000

STATEMENT OF OPERATIONS

STATEMENT OF OPERATIONS - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Income Statement [Abstract]
Operating and formation costs	$ 344,223	$ 1,722,364
Loss from operations	(344,223)	(1,722,364)
Other income (expense):
Interest income	178	764
Unrealized gain on marketable securities held in Trust Account	9,480	47,076
Expensed offering costs	(395,625)
Change in fair value of warrant liabilities	(1,807,500)	10,378,500
Total other income (expenses), net	(2,193,467)	10,426,340
Net income (loss)	$ (2,537,690)	$ 8,703,976
Basic and diluted weighted average shares outstanding	4,650,246	14,631,082
Basic and diluted net income (loss) per share of Common Stock	$ (0.55)	$ 0.59

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)		Total	Director	Representative	Consultant	Common Stock	Common StockRepresentative	Common StockConsultant	Additional Paid-in Capital	Additional Paid-in CapitalDirector	Additional Paid-in CapitalRepresentative	Additional Paid-in CapitalConsultant	Accumulated Deficit
Beginning Balance at Jun. 10, 2020		$ 0				$ 0			$ 0				$ 0
Beginning Balance, Shares at Jun. 10, 2020						0
Common stock issued to the Sponsor	[1]	25,000				$ 288			24,712
Common stock issued to the Sponsor, Shares	[1]					2,875,000
Common stock issued to representative				$ 1,247,500			$ 25				$ 1,247,475
Common stock issued, Shares							250,000
Excess of cash received over fair value of Private Placement Warrants		325,500							325,500
Allocation of IPO proceeds to Rights, net of offering costs		4,214,968							4,214,968
Accretion of Common stock to redemption value		(18,499,250)							(5,812,655)				(12,686,595)
Net income (loss)		(2,537,690)											(2,537,690)
Ending Balance at Dec. 31, 2020		(15,223,972)				$ 313							(15,224,285)
Ending Balance, Shares at Dec. 31, 2020						3,125,000
Common stock issued to representative			$ 401,000		$ 74,850			$ 2		$ 401,000		$ 74,848
Common stock issued, Shares								15,000
Net income (loss)		8,703,976											8,703,976
Ending Balance at Dec. 31, 2021		$ (6,044,146)				$ 315			$ 475,848				$ (6,520,309)
Ending Balance, Shares at Dec. 31, 2021						3,140,000
[1]	On June 11, 2020, the Company issued an aggregate of 100 shares of common stock to the Sponsor for an aggregate purchase price of $25,000. On July 15, 2020, the Company effected a stock split of 28,750-for-1 of its common stock resulting in an aggregate of 2,875,000 shares of common stock held by the Sponsor.

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical)		Jul. 15, 2020shares	Jun. 11, 2020USD ($)shares	Dec. 31, 2020USD ($)shares	Dec. 31, 2021shares
Common stock issued to the Sponsor | $	[1]			$ 25,000
Common stock, shares outstanding				3,125,000	3,140,000
Breeze Sponsor, LLC
Common stock issued to the Sponsor, Shares			100
Common stock issued to the Sponsor | $			$ 25,000
Forward stock split		28,750
Common stock, shares outstanding		2,875,000
[1]	On June 11, 2020, the Company issued an aggregate of 100 shares of common stock to the Sponsor for an aggregate purchase price of $25,000. On July 15, 2020, the Company effected a stock split of 28,750-for-1 of its common stock resulting in an aggregate of 2,875,000 shares of common stock held by the Sponsor.

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$ (2,537,690)	$ 8,703,976
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Expensed offering costs on issuance of warrants	395,625
Unrealized gain on marketable securities held in Trust Account	(9,480)	(47,076)
Change in fair value of warrant liabilities	1,807,500	(10,378,500)
Compensation expense for common stock purchased by Directors from Sponsor		401,000
Changes in operating assets and liabilities:
Prepaid expense		(36,084)
Long-term liabilities		(111,926)
Accounts payable and accrued expenses	67,264	531,183
Franchise tax payable	23,156	176,844
Net cash used in operating activities	(253,625)	(688,415)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(116,725,000)	(1,150,000)
Net cash used in investing activities	(116,725,000)	(1,150,000)
Cash Flows from Financing Activities:
Proceeds from sale of common stock to initial stockholders and representative	25,000
Proceeds from sale of Units, net of underwriting discounts paid	112,700,000
Proceeds from sale of Private Placement Warrants	5,425,000
Proceeds from promissory note – related party	145,617	1,150,000
Repayment of promissory note – related party	(145,617)
Payment of offering costs	(477,557)
Net cash provided by financing activities	117,672,443	1,150,000
Net Change in Cash	693,818	(688,415)
Cash – Beginning of period		693,818
Cash – End of period	693,818	5,403
Supplemental disclosure of non-cash financing activities:
Compensation expense for common stock purchased by Directors from Sponsor		401,000
Common stock issued to Consultant		$ 74,850
Accretion of common stock subject to redemption value	18,499,250
Value of common stock subject to redemption	115,000,000
Initial classification of warrant liabilities	15,679,500
Offering costs in exchange for common stock	25,000
Fair value of Public Rights issued to investors, net of offering costs	4,214,968
Fair value of Representative and Consultants Shares	$ 1,322,350

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations Breeze Holdings Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on June 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from June 11, 2020 (inception) through December 31, 2020, and the year ended December 31, 2021, relates to the Company’s formation, the Initial Public Offering (“Initial Public Offering”), which is described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and from changes in the fair value of its warrant liability. The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 25, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,425,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and I-Bankers Securities, Inc., generating gross proceeds of $5,425,000, which is described in Note 4. Following the closing of the Initial Public Offering on November 25, 2020, an amount of $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, consisting of $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs. As of December 31, 2021, cash of $5,403 was held outside of the Trust Account and was available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.15 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased by it during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, regardless of whether they vote for or against a Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 10% or more of the Public Shares, without the Company’s prior written consent. The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by November 25, 2021 (which can be extended up to 6 months) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. On November 22, 2021, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Extension Payment”), representing $0.10 per public share, into the Trust Account to extend the date by which the Company has to consummate a business combination from November 25, 2021 to February 25, 2022. The Sponsor loaned the Extension Payment to the Company in exchange for a promissory note in the amount of the Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension. On February 22, 2022, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Second Extension Payment”), representing $0.10 per public share, into the Trust Account to extend the date by which the Company has to consummate a business combination from February 25, 2022 to May 25, 2022. The Sponsor loaned the Second Extension Payment to the Company in exchange for a promissory note in the amount of the Second Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension. The Company will have until May 25, 2022 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.35 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and will not apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of December 31, 2021, the Company had $5,403 in cash held outside of the Trust Account and a working capital deficit of $1,667,202 (excluding franchise tax payable). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and non-interest bearing promissory note (see Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied from the net proceeds from the private placement held outside of the Trust Account. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. Risks and uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020. Cash and marketable securities held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were U.S. Treasury securities. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320, “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statement of operations. Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. As of December 31, 2021, the common stock reflected in the updated balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants 10,580,000 Issuance costs allocated to common stock 3,704,282 Proceeds allocated to Public Rights, net of offering costs 4,214,968 Plus: Accretion of carrying value to redemption value 18,499,250 Common stock subject to possible redemption $ 115,000,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fee, $1,322,350 of representative founder share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock and public rights included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement that were classified as liabilities. Warrant liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date thereafter in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the statement of operations in the period of change. Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net income (loss) per share Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income (loss) per share of common stock. As a result, the calculated net income (loss) per share is the same for redeemable and non-redeemable shares of common stock. At December 31, 2021 and 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2021 For the period from June 11, 2020 (inception) through December 31, 2020 Numerator: Net income (loss) $ 8,703,976 $ (2,537,690 ) Denominator: Weighted average shares Common Stock 14,631,082 4,650,246 Basic and diluted net income (loss) per share Common Stock $ 0.59 $ (0.55 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporate coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,000,000 units at a price of $10.00 per unit (the “Units”) on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one Right (the “Rights”) to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (the “Warrants”). In connection with the underwriters’ exercise of the over-allotment option on November 25, 2020, the Company sold an additional 1,500,000 Units, at a purchase price of $10.00 per Unit. Each Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 18 months from the closing of the Initial Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 18-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period

Private Placement

Private Placement	12 Months Ended
	Dec. 31, 2021
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,425,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, certain of the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Related Party

Related Party	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party	Note 5 — Related Party Founder Shares In June 2020, the Sponsor purchased 100 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 15, 2020, the Sponsor effected a 28,750-for-1 forward stock split and, as a result, our initial shareholders held 2,875,000 Founder Shares as of the date of our initial public offering. The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one The Sponsor and each holder of Founder Shares have agreed The Company had agreed with each of its four independent directors (the “Directors”) subsequent to incorporation of the Company to provide them the right to each purchase 25,000 Founder Shares with a par value of $0.0001 of the Company from Breeze Sponsor, LLC (the “Sponsor”). The Directors each exercised their right in full on July 6, 2021 and purchased 100,000 shares (25,000 per each Director) of the Founder Shares from Sponsor for a total of $10 in the aggregate. The sale or allocation of the Founders Shares to the Company’s Directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 100,000 shares purchased by the Company’s Directors was $401,000 or $4.01 per share. The compensation expense related to these share purchases was recorded in full on the grant date of July 6, 2021 for a total of $401,000. T his expense is included within operating and formation costs on the statement of operations for the 3 and 9 months ended September 30, 2021. Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 23, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support services. For the year ending December 31, 2021 and for the period from November 23, 2020 through December 31, 2020, the Company incurred $60,000, and $6,333, respectively, in fees for these services, of which such amounts are included in accounts payable and accrued expenses in the accompanying balance sheets. Related Party Loans On June 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to an unsecured promissory note (the “Note”) to cover expenses related to the Initial Public Offering and the Company’s organizational and initial financing activities. The Note was non-interest bearing and payable on the earlier of (i) December 31, 2020, (ii) the consummation of the Initial Public Offering or (iii) the date on which the Company determined not to proceed with the Initial Public Offering. The outstanding amount of $145,617 under the Promissory Note was repaid on November 25, 2020. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of the Working Capital Loans may be converted upon completion of a Business Combination into warrants at a price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Company will have until 12 months from the closing of the Initial Public Offering to consummate its initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 12 months, it may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account. In order to extend the time available for the Company to consummate its initial Business Combination, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account for each three-month Representative and Consultant Shares Pursuant to the underwriting agreement (the “Underwriting Agreement”) between the Company and I-Bankers Securities (the “Representative”), on November 23, 2020, the Company issued to the Representative and its designee 250,000 shares of common stock and separately agreed to issue the Company’s Consultant 15,000 shares of common stock for nominal consideration in a private placement intended to be exempt from registration under Section 4(a)(2) of the Act. In August 2021, the Company issued to the Consultant such Consultant Shares. The Company accounts for the Representative Shares and Consultant Shares as a deferred offering cost of the Initial Public Offering. Accordingly, the offering cost will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Warrants will be expensed immediately in the Statement of Operations, while offering costs allocated to the redeemable Public Shares will be deferred and subsequently charged to temporary stockholders ’ equity upon the completion of the Initial Public Offering . The Company estimated the fair value of the Representative Shares and Consultant Shares to be $1,322,350 based upon the price of the common stock issued ($4.99 per share) to the Representative and Consultant. The holders of the Representative Shares and Consultant Shares have agreed not to transfer, assign or sell any such shares until the later of (i) 30 days after the completion of a Business Combination and 180 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Representative Shares and Consultant Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement. In addition, the holders of Representative Shares and Consultant Shares have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the time specified in the certificate of incorporation.

Commitments

Commitments	12 Months Ended
	Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]
Commitments	Note 6 — Commitments Registration and Stockholder Rights Pursuant to a registration rights and stockholder agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In the case of the private placement warrants and representative shares issued to I-Bankers Securities, the demand registration rights provided will not be exercisable for longer than five years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(C) and the piggyback registration right provided will not be exercisable for longer than seven years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8)(D). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On November 25, 2020, the underwriters fully exercised their over-allotment option to purchase an additional 1,500,000 Units at $10.00 per Unit. Business Combination Marketing Agreement The Company has engaged I-Bankers Securities, Inc. as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 2.75% of the gross proceeds of Initial Public Offering, or $3,162,500.

Warrants

Warrants	12 Months Ended
	Dec. 31, 2021
Warrants And Rights Note Disclosure [Abstract]
Warrants	Note 7 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the Public Warrants. The Public Warrants are exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. We will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. We have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use our reasonable best efforts to file, and within 60 business days after the closing of our initial business combination, to have declared effective, a registration statement relating to the shares of common stock issuable upon exercise of the warrants and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, we may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders. We may not redeem the warrants when a holder may not exercise such warrants. In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders. No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the warrant holder. The private placement warrants (including the common stock issuable upon exercise of the private placement warrants) will (with limited exceptions) not be transferable, assignable or salable until 30 days after the completion of our initial business combination and they will not be redeemable by us so long as they are held by the original holders or their permitted transferees. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the public units. If the private placement warrants are held by holders other than the original holders or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our IPO. The Sponsor and I-Bankers Securities purchased from the Company an aggregate of 5,425,000 Warrants at a price of $1.00 per Warrant (a purchase price of $5,425,000), in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50. The purchase price of the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the original holders or their permitted transferees. If the Private Placement Warrants are held by someone other than the original holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units being sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are substantially identical to those of the Warrants being sold as part of the Units in the Initial Public Offering. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distributions to the public stockholders and the Warrants issued to the Sponsor and I-Bankers Securities will expire worthless. As of December 31, 2021 and 2020, there were 11,500,000 Public Warrants and 5,425,000 Private Placement Warrants outstanding. The Company classifies the outstanding Public Warrants and Private Placement Warrants as warrant liabilities on the Balance Sheet in accordance with the guidance contained in ASC 815-40. The warrant liabilities were initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured at each reporting period using a Monte-Carlo model. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The Company recognized gains (losses) in connection with changes in the fair value of warrant liabilities of $10,378,500 and ($1,807,500) within change in fair value of warrant liabilities in the statement of operations for the year ended December 31, 2021, and for the period from June 11, 2020 (inception) through December 31, 2020, respectively.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Stockholders' Deficit	Note 8 — Stockholders’ Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. At December 31, 2021 and 2020, there were 3,140,000 and 3,125,000 shares of common stock issued and outstanding, respectively, excluding 11,500,000 shares of common stock subject to possible redemption. Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one-twentieth ( 1/20 exchange of the Rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration the holders of shares of common stock will receive in the transaction on an as-converted into common stock basis. The Company will not issue fractional shares in connection with an exchange of Rights. As a result, the holders of the Rights must hold Rights in multiples of 20 in order to receive shares for all of the holders’ Rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Rights will not receive any of such funds with respect to their Rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Rights, and the Rights will expire worthless. Additionally, in no event will the Company be required to net cash settle the Rights. Accordingly, the Rights may expire worthless.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 — Income Taxes The Company’s net deferred tax assets are as follows: December 31, 2021 December 31, 2020 Deferred tax assets: Net operating loss carryforwards $ 36,963 $ 72,287 Capitalized start-up costs 302,805 — Unrealized gain on investments (2,107 ) (2,028 ) Total deferred tax assets 337,661 70,259 Valuation allowance (337,661 ) (70,259 ) Deferred tax assets, net of valuation allowance $ — $ — The income tax provisions for the year ended December 31, 2021, and for period from June 11, 2020 (inception) through December 31, 2020, consists of the following: For the Year Ended December 31, 2021 For the Period from June 11, 2020 (inception) through December 31, 2020 Federal Current $ — $ — Deferred (267,403 ) (70,259 ) State Current — — Deferred — — Change in valuation allowance 267,403 70,259 Income tax provision $ — $ — As of December 31, 2021 and 2020, the Company had available U.S. federal operating loss carry forwards of approximately $152,535 and $23,479, respectively, that may be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. As of December 31, 2021 and 2020, the valuation allowance was $337,661 and $70,259, respectively. A reconciliation of the U.S. federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, 2021 December 31, 2020 Statutory U.S. Federal income tax rate 21.0 % 21.0 % Change in fair market value of warrant liabilities (25.0 )% (15.0 )% Incentive stock option compensation 1.0 % (3.3 )% Change in valuation allowance 3.0 % (2.8 )% Income tax provision 0.0 % 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value of warrants, incentive stock option compensation and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal and Texas jurisdictions, both of which remain open and subject to examination.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — Fair Value Measurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund $ 117,931,556 $ — $ — Liabilities Warrant liability – Public Warrants $ 4,830,000 $ — $ — Warrant liability – Private Placement Warrants $ — $ — $ 2,278,500 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Marketable securities held in Trust Account - U.S. Treasury securities Money Market Fund $ 116,734,480 $ — $ — Liabilities Warrant liability - Public Warrants $ 11,845,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 5,642,000 The Company utilized a Monte Carlo simulation model for the initial valuation the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2021 and 2020, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker BREZW. The quoted price of the Public Warrants was $0.42 and $1.03 per warrant as of December 31, 2021 and 2020, respectively. The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2020 when the Public Warrants were separately listed and traded. The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of December 31, 2021 As of December 31, 2020 Stock price $ 10.21 $ 10.15 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100 % 88 % Dividend yield — — Term (in years) 5.40 5.98 Volatility 6.7 % 15.9 % Risk-free rate 1.3 % 0.5 % Fair value of warrants $ 0.42 $ 1.04 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 5,642,000 $ 11,845,000 $ 17,487,000 Change in valuation inputs or other assumptions (3,363,500 ) (7,015,000 ) (10,378,500 ) Fair value as of December 31, 2021 $ 2,278,500 $ 4,830,000 $ 7,108,500

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, and other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On January 26, 2022, the Company (or “ Breeze Combination Agreement D-Orbit société anonyme Holdco Merger Sub Business Combination The Combination Agreement provides that, on the terms and subject to the conditions contained therein, (i) each of the D-Orbit shareholders will enter into a Contribution and Exchange Agreement with D-Orbit and Holdco (each an “ Exchange Agreement D-Orbit Shares Holdco Shares Exchange Exchange Effective Time Merger Breeze Common Stock In accordance with the terms and subject to the conditions of the Combination Agreement, • Each issued and outstanding D-Orbit Share contributed to Holdco pursuant to the applicable Exchange Agreement will entitle the contributing D-Orbit shareholder to receive a number of Holdco Shares equal to the quotient of (x) $1.2 billion divided by (y) the number of D-Orbit Shares outstanding immediately before the Exchange Effective Time, assuming the exercise of all vested options to acquire D-Orbit Shares then outstanding, divided by (z) $10 (the “ Exchange Ratio • Each share of Breeze Common Stock issued and outstanding immediately prior to the time the Merger becomes effective (the “ Merger Effective Time • Each outstanding right to acquire 1/20 th Breeze Right th • Each outstanding warrant to acquire shares of Breeze Common Stock (a “ Breeze Warrant • Each outstanding vested and unvested D-Orbit option is anticipated to be converted into the right to receive an option issued by Holdco for a number of Holdco Shares equal (x) to the number of D-Orbit Shares subject to such D-Orbit option immediately prior to the Exchange Effective Time multiplied by (y) the Exchange Ratio; • Each outstanding D-Orbit warrant is anticipated to be either exercised or converted into cash or warrants to acquire Holdco Shares prior to the Merger Effective Time or otherwise will remain in effect under its existing terms; and • Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value $0.01 per share, of the surviving corporation of the Merger. Concurrently with the execution of the Combination Agreement, Breeze, Breeze Sponsor, LLC and certain other holders of Breeze Common Stock and Breeze Warrants entered into a SPAC Stockholder Support Agreement (the “ Breeze Stockholder Support Agreement Concurrently with the execution of the Combination Agreement, D-Orbit, Holdco and certain D-Orbit shareholders entered into a Company Stockholder Support Agreement providing that, among other things, the D-Orbit shareholders party thereto will contribute their D-Orbit Shares to Holdco in the Exchange pursuant to an Exchange Agreement. Prior to execution of the Combination Agreement, on January 26, 2022, Breeze, Holdco and D-Orbit entered into a securities purchase agreement (the “ Securities Purchase Agreement Debenture Investor Debentures Debenture Financing Conversion Price Measurement Period Pursuant to the Securities Purchase Agreement, Holdco also agreed to issue, immediately following the Closing and for no additional consideration, warrants to purchase 2,400,000 Holdco Shares (the “ Debenture Investor Warrants Callable Warrants Callable Warrant Holder Callable Shares The Callable Warrants will be callable by Holdco after the Effective Date if, on a call date, (i) the simple average of the volume weighted average price per Holdco Share for each of five consecutive trading days prior to such call date exceeds $5.00 and (ii) the average trading volume for the three-trading day period prior to such call date exceeds 50,000 Holdco Shares. Each call notice will be for an amount of Callable Shares equal to the lesser of 10,000,000 Callable Shares and 15% of the daily trading volume of the Holdco Shares and subject to certain beneficial ownership limitations. The call exercise price for Holdco shall be an amount equal to 95% of the volume weighted average price of the Holdco Shares for the two-day period following the call notice. The Callable Warrants may be exercised by the Callable Warrant Holder after the issuance date at an exercise price equal to $ 30.00 per Callable Share. The Callable Warrants will terminate three years after the Closing Date unless earlier terminated by Holdco after providing five trading days’ advance notice to the Callable Warrant Holder. The Callable Warrants will not include cashless exercise or net exercise provisions. In advance of entering into the Combination Agreement, D-Orbit and Holdco entered into Subscription Agreements with certain D-Orbit shareholders (collectively, the “ PIPE Investors Prior to entering into the Combination Agreement, D-Orbit entered into Convertible Bond Subscription Agreements with certain investors (the “ Convertible Bondholders On February 22, 2022, the Company announced that its sponsor, Breeze Sponsor, LLC, timely deposited an aggregate of $1,150,000 (the “Second Extension Payment”), representing $0.10 per public share, into the Company’s trust account in order to extend the date by which the Company has to consummate a business combination from February 25, 2022 to May 25, 2022. The Sponsor loaned the Second Extension Payment to the Company in exchange for a promissory note in the amount of the Second Extension Payment. The loan under the promissory note is non-interest bearing and will be repaid upon the consummation of a business combination. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging growth company	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates	Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021 and December 31, 2020.
Cash and marketable securities held in Trust Account	Cash and marketable securities held in Trust Account At December 31, 2021 and 2020, substantially all of the assets held in the Trust Account were U.S. Treasury securities. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320, “Debt and Equity Securities.” These securities are classified as trading securities with unrealized gains/losses, if any, recognized through the statement of operations.
Common stock subject to possible redemption	Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. Therefore, all of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. As of December 31, 2021, the common stock reflected in the updated balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants 10,580,000 Issuance costs allocated to common stock 3,704,282 Proceeds allocated to Public Rights, net of offering costs 4,214,968 Plus: Accretion of carrying value to redemption value 18,499,250 Common stock subject to possible redemption $ 115,000,000
Offering Costs associated with the Initial Public Offering	Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,099,907 as a result of the Initial Public Offering (consisting of a $2,300,000 underwriting fee, $1,322,350 of representative founder share offering costs, and $477,557 of other offering costs). The Company recorded $3,704,282 of offering costs as a reduction of equity in connection with the shares of common stock and public rights included in the Units. The Company immediately expensed $395,625 of offering costs in connection with the Public Warrants and Private Placement that were classified as liabilities.
Warrant Liabilities	Warrant liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date thereafter in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the statement of operations in the period of change.
Income Taxes	Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021and 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net income (loss) per share	Net income (loss) per share Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one class of shares in calculating net income (loss) per share of common stock. As a result, the calculated net income (loss) per share is the same for redeemable and non-redeemable shares of common stock. At December 31, 2021 and 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2021 For the period from June 11, 2020 (inception) through December 31, 2020 Numerator: Net income (loss) $ 8,703,976 $ (2,537,690 ) Denominator: Weighted average shares Common Stock 14,631,082 4,650,246 Basic and diluted net income (loss) per share Common Stock $ 0.59 $ (0.55 )
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporate coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair value of financial instruments	Fair value of financial instruments The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value.
Recent accounting pronouncements	Recent accounting pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Common Stock Subject to Possible Redemption	As of December 31, 2021, the common stock reflected in the updated balance sheet are reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants 10,580,000 Issuance costs allocated to common stock 3,704,282 Proceeds allocated to Public Rights, net of offering costs 4,214,968 Plus: Accretion of carrying value to redemption value 18,499,250 Common stock subject to possible redemption $ 115,000,000
Calculation of Basic and Diluted Net Income (Loss) per Common Share	The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Twelve Months Ended December 31, 2021 For the period from June 11, 2020 (inception) through December 31, 2020 Numerator: Net income (loss) $ 8,703,976 $ (2,537,690 ) Denominator: Weighted average shares Common Stock 14,631,082 4,650,246 Basic and diluted net income (loss) per share Common Stock $ 0.59 $ (0.55 )

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Components of Net Deferred Tax Assets	The Company’s net deferred tax assets are as follows: December 31, 2021 December 31, 2020 Deferred tax assets: Net operating loss carryforwards $ 36,963 $ 72,287 Capitalized start-up costs 302,805 — Unrealized gain on investments (2,107 ) (2,028 ) Total deferred tax assets 337,661 70,259 Valuation allowance (337,661 ) (70,259 ) Deferred tax assets, net of valuation allowance $ — $ —
Provisions for Income Taxes	The income tax provisions for the year ended December 31, 2021, and for period from June 11, 2020 (inception) through December 31, 2020, consists of the following: For the Year Ended December 31, 2021 For the Period from June 11, 2020 (inception) through December 31, 2020 Federal Current $ — $ — Deferred (267,403 ) (70,259 ) State Current — — Deferred — — Change in valuation allowance 267,403 70,259 Income tax provision $ — $ —
Reconciliation of U.S Federal Income Tax Rate	A reconciliation of the U.S. federal income tax rate to the Company’s effective tax rate at December 31, 2021 and 2020 is as follows: December 31, 2021 December 31, 2020 Statutory U.S. Federal income tax rate 21.0 % 21.0 % Change in fair market value of warrant liabilities (25.0 )% (15.0 )% Incentive stock option compensation 1.0 % (3.3 )% Change in valuation allowance 3.0 % (2.8 )% Income tax provision 0.0 % 0.0 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Summary of Financial Assets Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund $ 117,931,556 $ — $ — Liabilities Warrant liability – Public Warrants $ 4,830,000 $ — $ — Warrant liability – Private Placement Warrants $ — $ — $ 2,278,500 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level 1 Level 2 Level 3 Assets Investment held in Trust Account: Marketable securities held in Trust Account - U.S. Treasury securities Money Market Fund $ 116,734,480 $ — $ — Liabilities Warrant liability - Public Warrants $ 11,845,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 5,642,000
Significant Inputs for Fair Value	The following table provides the significant inputs to the Modified Black Scholes model for the fair value of the Private Placement Warrants: As of December 31, 2021 As of December 31, 2020 Stock price $ 10.21 $ 10.15 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100 % 88 % Dividend yield — — Term (in years) 5.40 5.98 Volatility 6.7 % 15.9 % Risk-free rate 1.3 % 0.5 % Fair value of warrants $ 0.42 $ 1.04
Changes in Fair Value of Warrants Liabilities	The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ 5,642,000 $ 11,845,000 $ 17,487,000 Change in valuation inputs or other assumptions (3,363,500 ) (7,015,000 ) (10,378,500 ) Fair value as of December 31, 2021 $ 2,278,500 $ 4,830,000 $ 7,108,500

Description of Organization a_2

Description of Organization and Business of Operations - Additional Information (Details) - USD ($)	Nov. 25, 2020	Nov. 22, 2020	Dec. 31, 2020	Dec. 31, 2021	Feb. 22, 2022	Nov. 22, 2021
Organization And Basis Of Operations [Line Items]
Warrants sold during period	5,425,000
Sale price per private placement warrant	$ 1
Gross proceeds from sale of warrants			$ 5,425,000
Net proceeds placed in Trust Account			116,734,480	$ 117,931,556
Transaction costs	$ 4,099,907
Underwriting fees	2,300,000
Other offering costs	477,557
Cash held outside Trust Account			$ 693,818	$ 5,403
Aggregate fair market value as percentage of assets held in Trust Account				80.00%
Percentage of outstanding voting securities to be owned or acquired post-transaction				50.00%
Stock redemption price per share				$ 10.15
Minimum net intangible assets required for business combination				$ 5,000,001
Restriction on redeeming shares in case of stockholder approval of business combination				10.00%
Business combination incomplete, percentage of stock redemption				100.00%
Business combination, completion date of acquisition				May 25, 2022
Business combination incomplete, maximum dissolution expenses to be paid				$ 100,000
Minimum number of business days to redeem public shares				10 days
Assets remaining available for distribution, per share, maximum.				$ 10.35
Working capital				$ 1,667,202
Proceeds from sale of founder shares		$ 25,000
Proceeds from unsecured and non-interest bearing promissory note		$ 300,000
Breeze Sponsor, LLC
Organization And Basis Of Operations [Line Items]
Deposit in trust account						$ 1,150,000
Deposit representing per public share						$ 0.10
Breeze Sponsor, LLC | Subsequent Event
Organization And Basis Of Operations [Line Items]
Deposit in trust account					$ 1,150,000
Deposit representing per public share					$ 0.10
Representative Founder Shares
Organization And Basis Of Operations [Line Items]
Offering costs	$ 1,322,350
Related Party Loans
Organization And Basis Of Operations [Line Items]
Sale price per private placement warrant				$ 1
Related Party Loans | Maximum
Organization And Basis Of Operations [Line Items]
Warrants issuable on notes conversion upon completion of business combination				$ 1,000,000
Initial Public Offering Including Underwriters’ Exercise
Organization And Basis Of Operations [Line Items]
Stock issued during period	11,500,000
Gross proceeds from initial public offering	$ 115,000,000
Net proceeds placed in Trust Account	$ 116,725,000
Shares issued price per share	$ 10.15
Private Placement
Organization And Basis Of Operations [Line Items]
Sale price per private placement warrant	$ 1
Gross proceeds from sale of warrants	$ 5,425,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	Nov. 25, 2020	Dec. 31, 2021	Dec. 31, 2020
Summary Of Significant Accounting Policies [Line Items]
Cash equivalents		$ 0	$ 0
Common stock sold		3,140,000	3,125,000
Common stock subject to possible redemption		11,500,000	11,500,000
Transaction costs	$ 4,099,907
Underwriting fees	2,300,000
Other offering costs	477,557
Offering costs incurred in connection with issuance of common stock		$ 3,704,282
Unrecognized tax benefits		0
Accrued for interest and penalties		$ 0
Dilutive securities and other contracts potentially exercised or converted into common stock		0	0
Concentrations of credit risk consist of cash accounts		$ 250,000
Representative Founder Shares
Summary Of Significant Accounting Policies [Line Items]
Offering costs	$ 1,322,350
Initial Public Offering
Summary Of Significant Accounting Policies [Line Items]
Common stock sold		11,500,000
Transaction costs		$ 4,099,907
Underwriting fees		2,300,000
Other offering costs		477,557
Initial Public Offering | Representative Founder Shares
Summary Of Significant Accounting Policies [Line Items]
Offering costs		1,322,350
Public Warrants and Private Placement Warrants
Summary Of Significant Accounting Policies [Line Items]
Transaction costs		$ 395,625

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Summary of Changes in Statement of Stockholders' Equity (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Temporary Equity [Line Items]
Proceeds from sale of Private Placement Warrants	$ 5,425,000
Issuance costs allocated to common stock		$ 3,704,282
Accretion of carrying value to redemption value	18,499,250
Common stock subject to possible redemption	$ 115,000,000	115,000,000
Common Stock Subject To Possible Redemption
Temporary Equity [Line Items]
Gross proceeds		115,000,000
Proceeds from sale of Private Placement Warrants		10,580,000
Issuance costs allocated to common stock		3,704,282
Gross proceeds from initial public offering		4,214,968
Accretion of carrying value to redemption value		18,499,250
Common stock subject to possible redemption		$ 115,000,000

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Numerator:
Net income (loss)	$ (2,537,690)	$ 8,703,976
Denominator:
Weighted average shares Common Stock	4,650,246	14,631,082
Basic and diluted net income (loss) per share Common Stock	$ (0.55)	$ 0.59

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Details) - USD ($)	Nov. 25, 2020	Nov. 23, 2020	Dec. 31, 2021
Initial Public Offering [Line Items]
Number of common stock entitled for each warrants			1
Exercise price per share			$ 11.50
Warrants outstanding			5,425,000
Public Warrant
Initial Public Offering [Line Items]
Number of common stock entitled for each warrants			1
Exercise price per share			$ 11.50
Warrant exercisable period			30 days
Initial public offering closing period			18 months
Initial business combination expiration period			5 years
Initial Public Offering
Initial Public Offering [Line Items]
Common stock issued, Shares		10,000,000
Aggregate purchase price		$ 100,000,000
Shares issued price per share		$ 10
Description of conversion feature			Pursuant to the Initial Public Offering, the Company sold 10,000,000 units at a price of $10.00 per unit (the “Units”) on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, one Right (the “Rights”) to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (the “Warrants”).
Over-Allotment Option
Initial Public Offering [Line Items]
Common stock issued, Shares	1,500,000
Shares issued price per share	$ 10

Private Placement - Additional

Private Placement - Additional Information (Details) - USD ($)	Nov. 25, 2020	Dec. 31, 2020	Dec. 31, 2021
Private Placement [Line Items]
Sale price per private placement warrant	$ 1
Proceeds from sale of Private Placement Warrants		$ 5,425,000
Number of common stock entitled for each warrants			1
Private Placement
Private Placement [Line Items]
Sale of warrants	5,425,000
Sale price per private placement warrant	$ 1
Proceeds from sale of Private Placement Warrants	$ 5,425,000
Number of common stock entitled for each warrants	1
Common stock price per share	$ 11.50

Related Party - Additional Info

Related Party - Additional Information (Details)		Nov. 25, 2020USD ($)$ / sharesshares	Nov. 23, 2020USD ($)$ / sharesshares	Jul. 15, 2020shares	Jun. 11, 2020USD ($)shares	Jun. 30, 2020USD ($)shares	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 31, 2021USD ($)Director$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Common stock issued to the Sponsor | $	[1]						$ 25,000
Common stock, shares outstanding | shares							3,125,000	3,140,000	3,125,000
Common stock, par value | $ / shares							$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued | shares							3,125,000	3,140,000	3,125,000
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,125,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively (excluding 11,500,000 shares subject to possible redemption) | $							$ 313	$ 315	$ 313
Sale price per private placement warrant | $ / shares		$ 1
Initial Public Offering
Related Party Transaction [Line Items]
Common stock, shares issued | shares								11,500,000
Shares issued price per share | $ / shares			$ 10
Common stock issued, Shares | shares			10,000,000
Common stock issued to representative | $			$ 100,000,000
Over-Allotment Option
Related Party Transaction [Line Items]
Shares issued price per share | $ / shares		$ 10
Common stock issued, Shares | shares		1,500,000
Private Placement
Related Party Transaction [Line Items]
Common stock price per share | $ / shares		$ 11.50
Sale price per private placement warrant | $ / shares		$ 1
Director
Related Party Transaction [Line Items]
Number of directors | Director								4
Right to purchase, number of shares by each director | shares								25,000
Common stock, par value | $ / shares								$ 0.0001
Common stock, shares issued | shares								100,000
Number of shares purchased by each director | shares								25,000
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares and 3,125,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively (excluding 11,500,000 shares subject to possible redemption) | $								$ 10
Compensation expense | $								$ 401,000
Fair value per share | $ / shares								$ 4.01
Common stock issued to representative | $								$ 401,000
Breeze Sponsor, LLC
Related Party Transaction [Line Items]
Common stock issued to the Sponsor, Shares | shares					100
Common stock issued to the Sponsor | $					$ 25,000
Forward stock split				28,750
Common stock, shares outstanding | shares				2,875,000
Founder Shares
Related Party Transaction [Line Items]
Common stock, shares outstanding | shares		2,875,000
Founder Shares | Breeze Sponsor, LLC
Related Party Transaction [Line Items]
Common Stock Shares Subject To Forfeiture | shares				375,000
Ownership percentage of initial stockholders				20.00%
Common stock, shares not subject to forfeiture | shares				375,000
Stock conversion ratio, description								The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 6
Stock conversion ratio				100.00%
Breeze Sponsor, LLC
Related Party Transaction [Line Items]
Share holding period upon closing of business combination								1 year
Common stock price per share | $ / shares								$ 12
Number of trading days								20 days
Number of consecutive trading days								30 days
Minimum share holding period upon closing of business combination								150 days
Related party transaction, administrative service fee per month | $			$ 5,000
Related party transaction, administrative service expense incurred and paid | $								$ 60,000	$ 6,333
Breeze Sponsor, LLC | Unsecured Promissory Note
Related Party Transaction [Line Items]
Aggregate principal amount | $					$ 300,000
Outstanding balance of promissory note repaid | $		$ 145,617
Debt Instrument, Maturity Date					Dec. 31, 2020
Breeze Sponsor, LLC | Founder Shares
Related Party Transaction [Line Items]
Common stock issued to the Sponsor, Shares | shares						100
Common stock issued to the Sponsor | $						$ 25,000
Forward stock split				28,750
Related Party Loans
Related Party Transaction [Line Items]
Sale price per private placement warrant | $ / shares								$ 1
Deposits into trust account | $								$ 1,150,000
Extension time to deposit funds into trust account to consummate business combination								3 months
Shares issued price per share | $ / shares								$ 0.10
Related Party Loans | Initial Public Offering
Related Party Transaction [Line Items]
Shares issued price per share | $ / shares								$ 0.20
Aggregate value of additional funds | $								$ 2,300,000
Related Party Loans | Maximum
Related Party Transaction [Line Items]
Warrants issuable on notes conversion upon completion of business combination | $								$ 1,000,000
Representative | Over-Allotment Option
Related Party Transaction [Line Items]
Common stock issued, Shares | shares			250,000
Consultant | Private Placement
Related Party Transaction [Line Items]
Common stock issued, Shares | shares			15,000
Representative And Consultant
Related Party Transaction [Line Items]
Shares issued price per share | $ / shares			$ 4.99
Common stock issued to representative | $			$ 1,322,350
Founder shares will not be transferable, assignable or saleable, number of days after completion of business combination			30 days
[1]	On June 11, 2020, the Company issued an aggregate of 100 shares of common stock to the Sponsor for an aggregate purchase price of $25,000. On July 15, 2020, the Company effected a stock split of 28,750-for-1 of its common stock resulting in an aggregate of 2,875,000 shares of common stock held by the Sponsor.

Commitments - Additional Inform

Commitments - Additional Information (Details) - USD ($)	Nov. 25, 2020	Nov. 23, 2020	Dec. 31, 2021
Subsidiary Or Equity Method Investee [Line Items]
Percentage of advisor cash fee on gross proceeds of Initial Public Offering			2.75%
Cash fee for advisory services upon business combination			$ 3,162,500
Over-Allotment Option
Subsidiary Or Equity Method Investee [Line Items]
Shares issuable upon exercise of over-allotment option		1,500,000
Underwriters option exercisable period		45 days
Common stock issued, Shares	1,500,000
Shares issued price per share	$ 10

Warrants - Additional Informati

Warrants - Additional Information (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Class Of Warrant Or Right [Line Items]
Number of fractional shares issued upon exercise of public warrant		0
Warrants exercisable period after completion of business combination		30 days
Warrants exercisable period from closing of initial public offering		12 months
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation		5 years
Class of warrant or right exercisable		0
Redemption price per warrant		$ 0.01
Minimum period of prior written notice of redemption of warrants		30 days
Minimum price per share required for redemption of warrants		$ 18
Warrants redemption covenant, threshold trading days		20 days
Warrants redemption covenant threshold consecutive trading days		30 days
Number of business days before sending notice of redemption period		3 days
Maximum effective issue price to closing of business combination		$ 9.20
Minimum percentage of total equity proceeds from issuances		60.00%
Number of trading days prior on consummates business combination		20 days
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price		115.00%
Percentage of redemption triggered price of warrants adjusted equal to higher of market value and issued price.		180.00%
Warrants will not be transferable assignable or saleable number of period after completion of business combination		30 days
Warrants outstanding		5,425,000
Warrant price per share		$ 1
Purchase price of warrant		$ 5,425,000
Number of common stock entitled for each warrants		1
Exercise price per share		$ 11.50
Change in fair value of warrant liabilities	$ 1,807,500	$ (10,378,500)
Public Warrant
Class Of Warrant Or Right [Line Items]
Warrants outstanding	11,500,000	11,500,000
Private Placement Warrant
Class Of Warrant Or Right [Line Items]
Warrants outstanding	5,425,000	5,425,000

Stockholder's Deficit - Additio

Stockholder's Deficit - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares	Dec. 31, 2020$ / sharesshares
Equity [Abstract]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, voting rights	Holders of common stock are entitled to one vote for each share.
Common stock, shares issued	3,140,000	3,125,000
Common stock, shares outstanding	3,140,000	3,125,000
Common stock subject to possible redemption, shares at redemption value	11,500,000	11,500,000
Business combination right convertible share of common stock conversion ratio	0.05

Income Taxes - Components of Ne

Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 36,963	$ 72,287
Capitalized start-up costs	302,805
Unrealized gain on investments	(2,107)	(2,028)
Total deferred tax assets	337,661	70,259
Valuation allowance	$ (337,661)	$ (70,259)

Income Taxes - Provisions for I

Income Taxes - Provisions for Income Taxes (Details) - USD ($)	7 Months Ended	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2021
Federal
Deferred	$ (70,259)	$ (267,403)
State
Change in valuation allowance	$ 70,259	$ 267,403

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Operating loss carryforwards	$ 152,535	$ 23,479
Valuation allowance	$ 337,661	$ 70,259

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of U.S Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory U.S. Federal income tax rate	21.00%	21.00%
Change in fair market value of warrant liabilities	(25.00%)	(15.00%)
Incentive stock option compensation	1.00%	(3.30%)
Change in valuation allowance	3.00%	(2.80%)
Income tax provision	0.00%	0.00%

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Level 1 | Public Warrant
Liabilities
Warrant liabilities	$ 4,830,000	$ 11,845,000
Level 1 | Marketable Securities Held in Trust Account - U.S. Treasury Securities Money Market Fund
Investment held in Trust Account:
Fair value, asset	117,931,556	116,734,480
Level 3 | Private Placement Warrants
Liabilities
Warrant liabilities	$ 2,278,500	$ 5,642,000

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Quoted price of public warrant	$ 11.50
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Quoted price of public warrant	$ 0.42	$ 1.03

Fair Value Measurements - Signi

Fair Value Measurements - Significant Inputs for Fair Value (Details) - Modified Black Scholes - Private Placement Warrants	12 Months Ended
	Dec. 31, 2021$ / shares	Dec. 31, 2020$ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.42	1.04
Probability of completing a Business Combination	100.00%	88.00%
Stock Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	10.21	10.15
Strike Price
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	11.50	11.50
Term (in years)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input, Term years	5 years 4 months 24 days	5 years 11 months 23 days
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.067	0.159
Risk-free Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Derivative Liability, Measurement Input	0.013	0.005

Fair Value Measurements - Chang

Fair Value Measurements - Changes in Fair Value of Warrants Liabilities (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	$ 17,487,000
Change in valuation inputs or other assumptions	(10,378,500)
Fair value as of December 31, 2021	7,108,500
Private Placement
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	5,642,000
Change in valuation inputs or other assumptions	(3,363,500)
Fair value as of December 31, 2021	2,278,500
Public
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value as of December 31, 2020	11,845,000
Change in valuation inputs or other assumptions	(7,015,000)
Fair value as of December 31, 2021	$ 4,830,000

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) $ / shares in Units, € in Millions	Jan. 26, 2022USD ($)Day$ / sharesshares	Jan. 26, 2022EUR (€)Dayshares	Dec. 31, 2020USD ($)$ / shares	Dec. 31, 2021$ / sharesshares	Feb. 22, 2022USD ($)$ / shares	Nov. 22, 2021USD ($)$ / shares
Subsequent Event [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
Exercise price per share				$ 11.50
Common stock, voting rights				Holders of common stock are entitled to one vote for each share.
Number of common stock entitled for each warrants | shares				1
Proceeds from sale of common stock to initial stockholders and representative | $			$ 25,000
Breeze Sponsor, LLC
Subsequent Event [Line Items]
Deposit in trust account | $						$ 1,150,000
Deposit representing per public share						$ 0.10
Subsequent Event | Breeze Sponsor, LLC
Subsequent Event [Line Items]
Deposit in trust account | $					$ 1,150,000
Deposit representing per public share					$ 0.10
Subsequent Event | Subscription Agreements
Subsequent Event [Line Items]
Common stock issued, Shares | shares	550,000	550,000
Proceeds from sale of common stock to initial stockholders and representative | $	$ 5,500,000
Subsequent Event | Convertible Bond Subscription Agreements
Subsequent Event [Line Items]
Payments for purchase of convertible bonds	$ 59,000,000	€ 51.5
Subsequent Event | Debenture Investor Warrants
Subsequent Event [Line Items]
Exercise price per share	$ 12.50
Number of common stock entitled for each warrants | shares	2,400,000
Sale of warrants | shares	12,000,000
Subsequent Event | Callable Warrants
Subsequent Event [Line Items]
Exercise price per share	$ 30
Number of consecutive trading days | Day	5	5
Weighted average price per exceeds call date	$ 5
Average trading volume exceeds call date shares | shares	50,000	50,000
Call notice callable shares | shares	10,000,000	10,000,000
Percentage of daily trading volume of shares	15.00%	15.00%
Exercise price percentage of volume weighted average price	95.00%	95.00%
Callable warrants termination period	3 years	3 years
Subsequent Event | D-Orbit S.A.
Subsequent Event [Line Items]
Noncontrolling interest, ownership percentage by parent	84.00%
Common stock, par value	$ 0.01
Numerator to calculate number of exchangeable shares under exchange agreement | $	$ 1,200,000,000
Denominator to calculate number of exchangeable shares under exchange agreement | $	$ 10
Exercise price per share	$ 11.50
Common stock, voting rights	one	one
Subsequent Event | D-Orbit S.A. | Securities Purchase Agreement
Subsequent Event [Line Items]
Aggregate principal amount | $	$ 30,000,000
Debt instrument due period	4 years	4 years
Proceeds from issuance of debt | $	$ 29,126,214
Debentures interest rate	2.75%
Debt instrument, conversion price	$ 12
Percentage of outstanding balance of debentures redeemed	110.00%	110.00%
Percentage of trading price exceeds conversion price	130.00%	130.00%
Trading day period amount | $	$ 2,000,000
Percentage of conversion price of principal amount	25.00%	25.00%
Subsequent Event | D-Orbit S.A. | Breeze Common Stock
Subsequent Event [Line Items]
Common stock, par value	$ 0.0001
Subsequent Event | Breeze Stockholders (including the sponsor)
Subsequent Event [Line Items]
Noncontrolling interest, ownership percentage by parent	11.00%