United States securities and exchange commission logo
August 12, 2020
J. Douglas Ramsey
Chief Executive Officer
Breeze Holdings Acquisition Corp.
5324 Davis Blvd.
North Richland Hills, TX 76180
Re: Breeze Holdings
Acquisition Corp.
Draft Registration
Statement on Form S-1
Submitted July 16,
2020
CIK No. 0001817640
Dear Dr. Ramsey:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration on Form S-1 submitted July 16, 2020
Risk Factors, page 30
1. We note that your forum
selection provision identifies the Court of Chancery of the State
of Delaware as the
exclusive forum for certain litigation, including any derivative
action. Please
disclose whether this provision applies to actions arising under the
Securities Act. In that
regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability
created by the Securities Act or the rules and regulations thereunder. If the
provision applies to
Securities Act claims, please also revise your prospectus to state that
there is uncertainty as
to whether a court would enforce such provision and that investors
cannot waive compliance
with the federal securities laws and the rules and regulations
J. Douglas Ramsey
Breeze Holdings Acquisition Corp.
August 12, 2020
Page 2
thereunder. We note that the provision does not apply to claims
arising under the
Exchange Act. Please ensure that the exclusive forum provision in the
governing
documents states this clearly, or tell us how you will inform
investors in future filings that
the provision does not apply to any actions arising under the
Securities Act or Exchange
Act. Please add a risk factor describing the risks related to the
exclusive forum provision
mentioned on page 126.
You will not have any rights or interests, page 33
2. We note the disclosure that investors will be entitled to funds from
the trust account "only
upon the earliest to occur" of the events you list. If an investor who
does not seek to
redeem shares in connection with the event listed in (ii) will not be
permitted to redeem
shares in connection with a later event, please revise to clarify.
Signatures, page II-8
3. Please indicate below the second paragraph of text who signed in the
capacity of principal
financial officer. Also, you indicate here that Mr. Griffin is a
director; however, on page
101 you indicate he is a director nominee. Please reconcile.
You may contact Effie Simpson, Staff Accountant, at 202-551-3346 or
Melissa
Raminpour, Accounting Branch Chief, at 202-551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Geoffrey Kruczek,
Staff Attorney, at 202-551-3641 or Asia Timmons-Pierce, Special Counsel, at
202-551-3754
with any other questions.
FirstName LastNameJ. Douglas Ramsey Sincerely,
Comapany NameBreeze Holdings Acquisition Corp.
Division of
Corporation Finance
August 12, 2020 Page 2 Office of
Manufacturing
FirstName LastName