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                              August 1, 2022

       J. Douglas Ramsey, Ph.D.
       Chief Executive Officer
       Breeze Holdings Acquisition Corp.
       955 W. John Carpenter Freeway
       Suite 100-929
       Irving, TX 75039

                                                        Re: Breeze Holdings
Acquisition Corp.
                                                            Form Pre 14A
                                                            Filed July 22, 2022
                                                            File No. 001-39718

       Dear Mr. Ramsey, Ph.D.:

             We have reviewed your filing and have the following comment. In
our comment, we
       may ask you to provide us with information so we may better understand
your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form Pre 14A

       General

   1.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
                                                        addresses how this fact
could impact your ability to complete your initial business
                                                        combination. For
instance, discuss the risk to investors that you may not be able to
                                                        complete an initial
business combination with a U.S. target company should the
                                                        transaction be subject
to review by a U.S. government entity, such as the Committee on
                                                        Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
                                                        as a result, the pool
of potential targets with which you could complete an initial
                                                        business combination
may be limited. Further, disclose that the time necessary for
                                                        government review of
the transaction or a decision to prohibit the transaction could
                                                        prevent you from
completing an initial business combination and require you to liquidate.
                                                        Disclose the
consequences of liquidation to investors, such as the losses of the investment
 J. Douglas Ramsey, Ph.D.
Breeze Holdings Acquisition Corp.
August 1, 2022
Page 2
      opportunity in a target company, any price appreciation in the combined
company, and the
      warrants, which would expire worthless.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Stacie Gorman at 202-551-3585 or Pam Howell at
202-551-3357 with any
other questions.



                                                          Sincerely,
FirstName LastNameJ. Douglas Ramsey, Ph.D.
                                                          Division of
Corporation Finance
Comapany NameBreeze Holdings Acquisition Corp.
                                                          Office of Real Estate
& Construction
August 1, 2022 Page 2
cc:       Ralph V. De Martino, Esq.
FirstName LastName