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Breeze Acquisition Corp. notifies that a class of its securities has been removed from listing and/or registration on the Nasdaq Stock Market via a Form 25. Nasdaq states it has complied with 17 CFR 240.12d2-2 and the issuer has complied with Nasdaq rules governing a voluntary withdrawal.
Breeze Acquisition Corp. II announced that its units, which trade under ticker BREZU, will stop trading on June 11, 2026. On that date, the company’s ordinary shares and rights that currently make up each unit will begin trading separately on the Nasdaq Global Market as BREZ (shares) and BREZR (rights).
This is a mandatory, automatic separation and unit holders do not need to take any action. Each unit consists of one ordinary share and one right. Each right entitles the holder to receive one-fifth of an ordinary share after the company completes its initial business combination, with fractional shares rounded down.
Breeze Acquisition Corp. II, a Cayman Islands-based special purpose acquisition company, has launched its structure by completing an initial public offering of 14,000,000 units at $10.00 per unit, including a partial over-allotment exercise, for total gross proceeds of $140,000,000. Each unit contains one ordinary share and one right, and additional 470,000 private placement units were sold to the sponsor for $4,700,000. As of May 14, 2026, $125,593,750 was held in a trust account and 12,500,000 ordinary shares were classified as redeemable at $10.025 per share. The accompanying audited balance sheet shows total assets of $126,393,403 and a shareholders’ deficit driven by offering costs and redemption features. Both management and the auditor highlight substantial doubt about the company’s ability to continue as a going concern because it must complete a business combination by May 14, 2027 and currently lacks committed capital and approvals to do so.
Breeze Acquisition Corp. II: Harraden-related entities and Frederick V. Fortmiller, Jr. report beneficial ownership of 1,225,000 Ordinary Shares, representing 6.21% of the class. The holdings are reported as shared voting and shared dispositive power and arise from interests held by Harraden funds and partnerships, with Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller described as having indirect beneficial ownership through their roles. The statement is dated 05/20/2026 and lists CUSIP G13227122.
Breeze Sponsor II, LLC and J. Douglas Ramsey report a 5,248,919‑share position, or 26.6% of the ordinary shares of Breeze Acquisition Corp. II. The stake comes mainly from 4,778,919 founder shares and 470,000 shares in private units, excluding shares underlying private rights that are not convertible within 60 days.
The Sponsor paid $25,000 for 5,050,676 founder shares and $4,700,000 for 470,000 private units, each unit including one share and one right to receive one‑fifth of a share upon a business combination. A letter agreement commits insiders to vote in favor of a business combination, refrain from redeeming their shares, and support certain charter provisions, while registration rights allow multiple future resale registrations. Working capital loans of up to 150,000 units at $10.00 per unit may be convertible into additional units.
Breeze Acquisition Corp. II director and executive Dr. Douglas Ramsey, through Breeze Sponsor II, LLC, reported net purchases of ordinary shares alongside a share forfeiture. On May 14, 2026 and May 15, 2026, the sponsor acquired a total of 470,000 ordinary shares indirectly in open-market or private transactions. These shares are included within 470,000 BREZ units bought for $10 per unit, with each unit consisting of one ordinary share and a right to receive one-fifth of an ordinary share upon an initial business combination. Also on May 15, 2026, the sponsor forfeited 131,757 ordinary shares at no cost in connection with the completion of the underwriters’ over-allotment option for the company’s IPO units. Following these transactions, Dr. Ramsey, through the sponsor, indirectly held 5,380,676 ordinary shares, while disclaiming beneficial ownership beyond his pecuniary interest.
Breeze Sponsor II, LLC, a 10% owner of Breeze Acquisition Corp. II, reported several changes in its holdings of ordinary shares. It bought 470,000 shares on May 14–15, 2026 through units purchased at $10 per unit, with each unit containing one share and a right to receive one-fifth of a share after a business combination. On May 15, 2026, the sponsor also forfeited 131,757 ordinary shares at no cost in connection with completion of the underwriters’ over-allotment option. After these transactions, the sponsor held 5,380,676 ordinary shares directly.
Breeze Acquisition Corp. II, a Cayman Islands blank check company, has launched and funded its SPAC structure. The company completed an IPO of 12,500,000 units at $10.00 per unit, raising $125,000,000, with each unit containing one ordinary share and one right for one-fifth of a share.
The underwriters partially exercised their over-allotment option to buy an additional 1,500,000 units at $10.00 per unit, and the sponsor purchased 470,000 private placement units for $4,700,000. In total, $140,350,000 of net proceeds were placed in a U.S. trust account to fund a future business combination, with a 12‑month window from the IPO closing to complete a deal or redeem public shares.
The company also appointed four independent directors, formed audit, compensation, and nominating committees, and adopted amended and restated governing documents, putting full public-company governance in place as it begins searching for a target in sectors such as healthcare, biotechnology, advanced manufacturing, robotics, and artificial intelligence.