Breeze Acquisition II

This correspondence locks the regulatory starting gun for the primary capital raise, directly dictating when liquidity enters the trust and when the practical countdown toward the 2027-05-13 termination event begins. As a purely administrative filing, it contains no strategic disclosures: there are no asserted revenue models, customer pipelines, total addressable market calculations, proprietary technology claims, partnership frameworks, or pending litigation. Every factual element—submission date (May 8, 2026), corporate mailing address (955 W. John Carpenter Fwy.

This filing provides the first complete, updated prospectus for BREZ's IPO. It establishes the trust value per share ($10.025), the 12-month deadline, the sponsor's founder shares (purchased at ~$0.005/share, creating massive dilution risk for public shareholders), and the terms of the rights (1/5 share per right). It also provides biographical detail on the management team and board, and describes the failed prior SPAC (Breeze I) which saw ~98.5% redemption of public shares at an average price of $10.43 before closing its merger.

This is the key filing to register the SPAC's IPO securities. It sets the trust value at $10.025 per unit ($125,312,500 base, $144,109,375 with over-allotment), the deadline for a business combination at 18 months from closing (with possible shareholder-approved extensions), and establishes sponsor lock-ups (founder shares: 6 months post-business combination or early release at $15.00 share price; private placement units: 30 days). The going-concern note highlights the urgency of completing the IPO to fund operations. Redemption rights allow public shareholders to redeem at trust value upon a business combination, subject to a 15% cap in certain votes. No deal progress exists; the company is still searching.

This filing finalizes the prospectus for the SPAC IPO, setting the trust at $125,000,000 ($10.00 per public share), a 24-month completion window from closing, and detailed redemption rights. It discloses sponsor's purchase of founder shares for $0.005 per share and 447,500 private placement units at $10.00 each. The filing confirms no target has been selected and highlights the company's going concern status (no cash, working capital deficit as of Dec 31, 2025). It provides the definitive terms for assessing redemption risk, sponsor alignment, and timeline.

Sets the terms for a $125 million trust account ($10.00 per public share), a 24-month deadline from closing to consummate a business combination, sponsor economics (founder shares at approximately $0.005 per share, private placement units at $10.00 each), redemption rights for public shareholders, and detailed conflict of interest and dilution disclosures. The filing signals the SPAC is proceeding to IPO and provides investors with all material terms to evaluate the offering.

Establishes the full economic terms of a new SPAC: trust per share ($10.00), sponsor promote (26% of post-IPO shares excluding private placement), redemption rights (public shareholders may redeem at the trust value upon a business combination, subject to a 15% limitation if a vote is held), expiration date (24 months from IPO closing, extendable with shareholder approval), and the search mandate (focus on healthcare, biotech, advanced manufacturing, AI, etc.). The sponsor has a successful prior SPAC (Breeze I / YD Biopharma merger). Investors can now evaluate the offering and track future developments.

What changed: A Schedule 13G filing accompanied by two corporate Power of Attorney exhibits executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The filing updates the internal designees authorized to sign regulatory disclosures on behalf of Goldman Sachs entities holding BREZ common stock, superseding prior Powers of Attorney dated July 16, 2025. The new instruments set expiration dates of July 8, 2027, for The Goldman Sachs Group, Inc., and July 2, 2027, for Goldman Sachs & Co. LLC. There are no reported adjustments to beneficial ownership percentages, redemption mechanics, trust account distributions, merger scheduling, or sponsor conduct. Why it matters: This document contains no assertions regarding customer relationships, revenue streams, addressable markets, technology roadmaps, strategic partnerships, active litigation, or leadership transitions. It does not modify, extend, or accelerate Breeze Acquisition II’s stated deadline framework, nor does it provide evidence of target identification or business-combination negotiation progress. Its only function is administrative: it maintains Goldman Sachs’ ability to comply with Rule 13f-1 and Regulation 13D-G filing requirements through appointed attorney-in-fact personnel. Investors tracking redemption windows or SPAC execution milestones should treat this as a neutral compliance update with zero impact on the underlying security’s cash mechanics or timeline.

What changed: Joint Filing Agreement attached to a Schedule 13G/A beneficial ownership report for Breeze Acquisition Corp. II. Executed on August 14, 2026, the undersigned — Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. — agreed to file the Schedule 13G and any subsequent amendments (including on Schedule 13D) on behalf of each party pursuant to Rule 13d-1(k). The exhibit contains no amendments to the SPAC’s trust value ($10 per share), its shareholder redemption or conversion deadline (2027-05-13), its target search posture, or its sponsor administration. Why it matters: As stated in the signing block, Mr. Fortmiller executed the agreement in his capacity as Managing Member, confirming coordinated SEC reporting for both entities. For investors tracking capital table shifts, voting coalitions, or sponsor conduct ahead of the 2027-05-13 deadline, this filing signals ongoing Exchange Act compliance rather than a change in block size, intent to seek board seats, or willingness to redeem or extend. The excerpt lacks the mandatory 13G/A schedule data (percentages, acquisition dates, purpose of transaction), meaning it does not independently indicate dilution events, liquidity pressure, or modifications to the trust structure.

What changed: Schedule 13G beneficial ownership report. Polar Asset Management Partners Inc. filed this routine compliance exhibit to disclose its >5% beneficial ownership position in BREZ. The filing does not modify the $10 trust per share, the 2027-05-13 business combination deadline, any extension provisions, deal progress, or sponsor conduct. Why it matters: While major institutional shareholders can influence future proxy votes on redemptions or trust extensions, this submission contains no additional substantive claims, customer data, revenue metrics, market size estimates, strategic roadmaps, technology disclosures, partnership announcements, litigation matters, or personnel updates attributable to any party.

What changed: Schedule 13G beneficial ownership report filed by Glazer Capital, LLC and Paul J. Glazer (reference 0001076809-26-000077). Glazer Capital, LLC and Paul J. Glazer submitted the Schedule 13G to disclose their equity holding. The filing contains no statements addressing the business combination deadline, trust account composition, extension options, redemption mechanics, or sponsor conduct. Why it matters: Per the filing, Glazer Capital, LLC and Paul J. Glazer triggered this routine compliance exhibit to register their beneficial ownership under Section 13(d). The excerpt provides no substantive information regarding customer contracts, revenue streams, market size estimates, strategic initiatives, technology development, partnership agreements, ongoing litigation, or key personnel changes. Because the document merely catalogs an ownership position without modifying Breeze Acquisition II’s SEARCHING status, capital allocation, or timeline parameters, it does not impact investor redemption windows or trust value tracking.

What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report, constituting a routine compliance exhibit. Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman collectively updated their Section 13(g) disclosure for BREEZE ACQUISITION CORP. II, effective as of June 30, 2026. The filing agreement authorizes designated representatives to submit the report and any subsequent amendments on behalf of all undersigned entities pursuant to Rule 13d-1(k). There are no modifications to the redemption deadline, trust account distribution mechanics, extension voting procedures, or sponsor conduct protocols. Why it matters: This routine registration confirms sustained equity positioning by affiliated institutional vehicles without crossing notification thresholds that would shift control dynamics or trigger mandatory Schedule 13D conversion ahead of a de-SPAC transaction. Because the document contains zero statements regarding target customers, revenue streams, market sizing, strategic roadmap, proprietary technology, commercial partnerships, ongoing litigation, or personnel changes, it offers no direct signal on deal progression or capital commitment behavior. Investors monitoring BREZ should treat this as a baseline holding confirmation; meaningful catalysts regarding the May 13, 2027 liquidation horizon or a definitive agreement will require subsequent operational filings or definitive transaction documents rather than this administrative compliance submission.

What changed: Form 12b-25, Notification of Late Filing for a Quarterly Report on Form 10-Q, classified as a routine regulatory compliance exhibit. Breeze Acquisition Corp. II notified regulators that its Form 10-Q for the period ended March 31, 2026, will miss the June 26, 2026 statutory deadline. Chief Executive Officer and Chief Financial Officer J. Douglas Ramsey, Ph.D., stated that the company requires additional time to complete its evaluation of an accounting matter and its impact on the quarter’s financial statements. Why it matters: Late-filing notifications frequently indicate underlying audit cycles or internal control assessments that may temporarily defer public disclosure of financial conditions while sponsors evaluate potential targets. According to Part IV of the filing, the company was incorporated in August 2025, confirming it has no corresponding prior fiscal year results to compare against and operates exclusively in a SEARCHING phase.

What changed: Form 8-K Current Report accompanying a press release that announces the mandatory and automatic separation of the registrant’s public units into separate tradable ordinary shares and fractional share rights. Per the Company’s press release, units tracking under BREZU will cease trading on June 11, 2026, while the underlying ordinary shares and rights will commence separate trading on the Nasdaq Global Market under tickers BREZ and BREZR. The filing notes each unit comprises one ordinary share and one right, and specifies that each right entitles the holder to receive one-fifth (1/5) of one ordinary share upon consummation of an initial business combination. It further states that any fractional ownership rounding will result in the nearest whole share, meaning a holder must possess five (5) rights to receive one ordinary share at closing. The separation requires no investor action and was executed by Chief Executive Officer and Chief Financial Officer J. Douglas Ramsey, Ph.D. Why it matters: This is a standard administrative listing transition that shifts trading liquidity from bundled units to isolated equity and derivative components ahead of a potential transaction or dissolution. It does not amend the SPAC’s redemption calendar, terminate the May 13, 2027 deadline, reconfigure the trust account, or trigger a shareholder vote. Beyond the mechanical split, the press release claims the Company intends to direct its acquisition search toward targets with global operations and differentiated capabilities in healthcare, biotechnology, advanced manufacturing, robotics, and artificial intelligence, with net proceeds allocated to fund such a combination; these strategic assertions originate exclusively from the Company’s published statement and reflect sponsor positioning rather than executed deal progress. For redemption-tracking investors, the filing alone does not compel a decision, but it establishes the post-separation price discovery environment that will precede any future redemption window, extension proposal, or business combination vote.

What changed: A Current Report on Form 8-K and accompanying audited balance sheet documenting the consummation of Breeze Acquisition Corp. II’s initial public offering, the subsequent partial exercise of the underwriters’ over-allotment option, related private placements, trust account funding mechanics, and the company’s initial contractual and financial disclosures. The filing establishes the post-offering mechanical framework for BREZ. According to Item 8.01 and Notes 3–4 filed by the registrant, the company closed its IPO on May 14, 2026, selling 12,500,000 units at $10.00 per unit for $125,000,000 in gross proceeds, and simultaneously closed a private placement of 447,500 units to Breeze Sponsor II, LLC at $10.00 per unit for $4,475,000. The audited balance sheet prepared by management and attested as of May 14, 2026, records $125,593,750 in the trust account maintained by Continental Stock Transfer & Trust Company. Note 10 subsequently confirms that on May 15, 2026, the underwriters partially exercised their over-allotment option for an additional 1,500,000 units at $10.00 per unit, depositing $15,037,500 into the trust. Item 8.01 separately states that $144,700,000 of combined net proceeds were placed in the trust account. The registrant’s charter sets the initial public share redemption value at $10.025 per share and fixes the business combination deadline at May 14, 2027. The articles of association allow extending this deadline through a shareholder vote, which concurrently triggers redemption rights for public shareholders at the per-share trust amount. Sponsor conduct is governed by filings showing a waiver of redemption rights on founder and private shares, a pledge to vote in favor of a business combination, and 5,050,676 founder shares issued for $25,000. Following the partial over-allotment, 527,027 founder shares were released from forfeiture conditions, leaving 131,757 shares subject to forfeiture. Public shareholders face a 15% redemption restriction without prior company consent. The independent registered public accounting firm CBIZ CPAs P.C. appended a going concern explanatory paragraph to its audit opinion, explicitly stating management lacks capital resources to sustain operations or complete a combination and has no approved plan to extend the deadline beyond May 14, 2027. Additional commitments disclose an advisory services agreement entitleing advisors to $800,000 upfront and $350,000 quarterly for four consecutive quarters, secured by a transfer of 100,000 founder shares targeting $1,000,000 in value (measured at $93,000 fair value with a $907,000 accrued liability). Chief Executive Officer J. Douglas Ramsey executed the filing, which reports a working capital deficit of $1,781,956 and confirms zero operating revenues since incorporation on August 20, 2025. Why it matters: This filing definitively maps the redemption economics, liquidity runway, and sponsor alignment structure preceding any merger activity. The explicitly stated $10.025 initial redemption floor and the dual-reported trust balances ($125,593,750 per May 14 balance sheet and $144,700,000 per Item 8.01 narrative) establish the hard ceiling for public returns absent interest accretion or tax distributions. The rigid May 14, 2027 liquidation deadline, coupled with the auditor’s unqualified opinion carrying a material going concern caveat and management’s stated lack of extension planning, quantifies immediate default risk if a target is not identified. The heavy front-loaded advisory compensation structure ($800,000 cash plus equity target) and the sponsor’s nominal founder share acquisition cost ($25,000 for millions of shares) underscore classic SPAC capital dynamics where early-stage dilution and fee obligations interact directly with the trust ecosystem. Investors tracking the redemption calendar now possess the definitive unit count, custodian details, fee schedule, extension voting mechanics, and 15% redemption cap required to model exit scenarios and evaluate sponsor conduct against public shareholder protection frameworks.

What changed: A Schedule 13D beneficial ownership report (reference 0001213900-26-059706) dated 2026-05-20, classified as a routine SEC compliance exhibit announcing a cross-threshold equity position, rendered here as a header declaration with a system note confirming the structured holder table is missing from this XML variant. Mechanics update: The provided text reports zero transactions, zero share quantities, zero acquisition prices, and zero adjustments to voting or investment power. It registers only that a Section 13(d) coverage event occurred on 2026-05-20. Why it matters: Impact on SPAC operations & substance: Regulatory rules mandate that any person or group acquiring 5 percent or more of an outstanding equity class file a Schedule 13D within ten days of the triggering event. In a SEARCHING-stage SPAC, this filing type routinely precedes sponsor warrant consolidation, placement agent roll-ups, PIPE subscriptions, or pre-target accumulation—all of which directly compress redeemable float, adjust effective trust yields, and shift extension/voting math. Because the holding table and accompanying narrative are absent, the acquiring entity, position size, and price paid cannot be verified. Consequently, current trust mechanics, the liquidation deadline, redemption pressure vectors, and sponsor fiduciary timelines remain functionally undisturbed pending the publication of the full exhibit. No customer, revenue, market, technology, partnership, litigation, or personnel claims are present in the excerpt. Investors should monitor for a supplemental exhibit or updated XML parse to confirm whether block-buyer activity alters the capital stack before redemption or merger votes.(flagged for human review)