Breeze Holdings Acquisition Corp. is a SPAC — a shell company with no operations. Breeze raised $115M in its November 2020 IPO, placed the proceeds in a trust account, and has been searching for a private company to acquire and take public. Breeze generates no operating revenue; its only income is interest on trust funds. The sponsor and management hold cheaply acquired founder shares that become valuable only if a deal closes, aligning their incentives with completing an acquisition. Breeze's search has been troubled: its original merger target, ammunition company TV Ammo, terminated the deal in August 2024 after nearly two years of negotiations. Nasdaq delisted Breeze in May 2024 for failing to close a deal on time, and Breeze's shares now trade on OTCQX. In September 2024, Breeze signed a new merger agreement with YD Biopharma, a Cayman Islands biopharma company with a pre-transaction equity value of approximately $647M, with the deal expected to close in April 2025. Repeated shareholder redemptions over four years have drained the trust from $115M to roughly $3M, meaning any deal would require outside financing such as a PIPE. Breeze's management team has a background primarily in energy, not biopharma.