BREZ SEC filings, in plain English
Everything Breeze Acquisition II has filed with the SEC that we hold — 37 filings, newest first, 34 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Breeze Acquisition Corp. II filed an 8-K on August 29, 2026, announcing that its audited balance sheet as of May 14, 2026, should no longer be relied upon due to an accounting error involving $3,200,000 in legal fees owed to advisors under an Engagement Letter with Breeze Sponsor II, LLC. The Audit Committee identified a material weakness in internal controls regarding vendor contract review, which led to the inappropriate recording of accrued expenses and offering costs, and intends to file restated financial statements. Why it matters: This filing discloses a material weakness in internal control over financial reporting and requires a restatement of previously issued financials, signaling potential governance issues for investors tracking sponsor conduct and deal progress during the SEARCHING phase.
What changed: Form 8-K Current Report (Items 3.01 and 7.01) and accompanying press release announcing receipt of a Nasdaq Listing Qualifications Department deficiency notice for late Quarterly Reports on Form 10-Q. On August 20, 2026, the Nasdaq Listing Qualifications Department notified the Company it violated Nasdaq Listing Rule 5250(c)(1) by failing to file its 10-Q for the period ended March 31, 2026, and its 10-Q for the period ended June 30, 2026. Pursuant to the notice, the Company must submit a compliance plan by September 21, 2026. If Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the initial delinquent filing's due date, establishing a potential final cure deadline of December 28, 2026. The notice carries no immediate effect on the listing or trading of the Company's securities. On August 21, 2026, Chief Executive Officer and Chief Financial Officer J. Douglas Ramsey signed the report stating the Company intends to take steps to regain compliance as soon as practicable but explicitly disclaimed any assurance that it will cure within required periods, that Nasdaq will accept the plan, or that it will maintain continued listing requirements. Why it matters: For investors tracking redemption calendars, trust mechanics, and sponsor conduct, this filing introduces a hard regulatory countdown that intersects with the SPAC's remaining operational window. Although the document does not modify the per-share trust value or the original business combination expiration, the reporting delinquency signals accounting, audit, or administrative dependencies that routinely force extension requests, liquidation protocols, or accelerated redemptions to protect shareholder capital. Nasdaq noncompliance directly threatens secondary market liquidity and disrupts the pricing and exercise mechanics for both ordinary shares and the accompanying rights. Failure to submit a compliant plan by September 21, 2026, or failure to cure all outstanding filings by December 28, 2026, could trigger formal delisting hearings that compress investor decision timelines and increase settlement friction. The concentration of executive authority in J. Douglas Ramsey, who holds both Chief Executive Officer and Chief Financial Officer titles, places full fiduciary and operational accountability for the compliance remediation in a single office. The filing contains no information on target enterprises, valuation metrics, partnership structures, litigation matters, customer concentrations, or historical revenue; its substantive weight rests entirely on the Nasdaq compliance schedule and the forward-looking risk statements tied to delayed SEC reporting.
What changed: Form 12b-25 Notification of Late Filing for a Quarterly Report on Form 10-Q for the period ended June 30, 2026. Breeze Acquisition Corp. II notified the Securities and Exchange Commission it will miss the prescribed August 14, 2026 due date for its Form 10-Q, explaining that additional time is required to complete financial statements for the quarter ended June 30, 2026. The registrant further disclosed that its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 remains unfiled. Why it matters: Consecutive quarterly filing delays during a capital-raised search phase signal administrative or accounting bottlenecks rather than transaction execution momentum, which sponsors and investors track when assessing whether management retains sufficient operational runway before mandatory liquidation triggers. Chief Executive Officer and Chief Financial Officer J. Douglas Ramsey, Ph.D., executed the notification on August 14, 2026, and listed his direct telephone contact for correspondence.
What changed: A routine compliance exhibit — specifically, a Schedule 13G beneficial ownership report attributed to Highbridge Capital Management, LLC. The provided excerpt lists only the filing designation and the reporting holder. It contains no updated disclosures regarding the 2027-05-13 search/redemption deadline, the $10 trust per share, extension motions, pending merger negotiations, or sponsor conduct. Why it matters: This is a standard SEC ownership disclosure focused on institutional stake reporting. Because the excerpt lacks share quantities, purpose statements, or commercial commentary, it does not advance investor tracking of liquidity timelines, trust account status, or potential combination events.
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)
What changed: Schedule 13G Joint Filing Agreement (Exhibit A). This document is an Exhibit A joint filing agreement executed on May 20, 2026, pursuant to Rule 13d-1(k), authorizing eight affiliated Harraden Circle investment vehicles and individual Frederick V. Fortmiller, Jr. to submit a consolidated Schedule 13G statement on their collective behalf. The filing contains no references to redemption deadlines, trust account balances, extensions, business combination targets, due diligence milestones, or sponsor governance actions. Regarding other substance, the exhibit solely confirms that Fortmiller serves as Managing Member and authorized signatory for each Harraden Circle entity, establishing an administrative reporting structure without disclosing share counts, purchase prices, voting intentions, or strategic timelines for Breeze Acquisition Corp. II. Why it matters: Investors tracking SPAC mechanics see that multiple fund series consolidate their Section 13(g) disclosure obligations under a single signature, indicating shared administrative oversight but providing zero incremental data on how these holders intend to vote on proposed business combinations, redeem shares at the $10.00-plus interest threshold, or influence the target search period. Because the document is purely procedural boilerplate confirming joint filing authorization, it does not alter calendar tracking, trust valuation assumptions, or sponsor conduct assessments, and requires no revision to existing position models.
What changed: Form 8-K Current Report filed by Breeze Acquisition Corp. II to report the closing of its initial public offering (IPO), including the partial exercise of the underwriters' over-allotment option, the entry into material definitive agreements (underwriting, rights, trust, letter, registration rights, administrative services, private placement, indemnity), the appointment of directors, the effectiveness of amended and restated articles, and the deposit of net proceeds into a trust account. Breeze Acquisition Corp. II completed its IPO of 12,500,000 units at $10.00 per unit on May 14, 2026, generating gross proceeds of $125,000,000. On May 15, 2026, underwriters partially exercised their over-allotment option for an additional 1,500,000 units, bringing total units to 14,000,000 and total gross proceeds to $140,000,000. Simultaneously, the sponsor purchased 470,000 private placement units at $10.00 per unit for $4,700,000. A total of $140,350,000 was placed in a U.S.-based trust account. The company now has 12 months from the closing (i.e., until May 14, 2027) to complete an initial business combination, subject to possible extension by special resolution. Directors were appointed and committees formed. The trust per share stands at $10.025, and each unit includes one ordinary share and one right (one-fifth of a share upon a business combination). No target has been selected; the company remains in searching status. Why it matters: This filing establishes the fundamental SPAC mechanics and trust value for Breeze Acquisition Corp. II. It provides the exact trust amount ($140,350,000) and per-share trust value ($10.025), which is above the nominal $10.00 due to the private placement proceeds. The deadline for a business combination is May 14, 2027. The filing also details sponsor lock-up provisions (founder shares locked for at least six months post-business combination, private placement units locked for 30 days), sponsor indemnification of the trust, and the rights structure. It confirms that the sponsor and insiders have agreed to vote in favor of a business combination and not redeem, and that the company will only redeem public shares if net tangible assets exceed $5,000,001. This filing is the definitive starting point for tracking all subsequent SPAC actions.
What changed: FORM 4 — insider ownership report. The filing documents two open-market purchases by Ramsey J Douglas (director, CEO, CFO, Chairman, 10% owner)—acquiring 447,500 shares (holding 5,358,176 shares after) and 22,500 shares (holding 5,380,676 shares after)—followed by an ‘other’ disposition of 131,757 shares at $0 on May 15, 2026, leaving a final recorded position of 5,248,919 shares. The report contains no amendments, notices, or updates that modify the trust-per-share valuation, the May 13, 2027 conversion deadline, extension trigger conditions, target search parameters, or pending business combination timelines. Why it matters: The transaction sequence signals a sponsor conduct adjustment favoring deeper insider equity concentration, yet the zero-dollar ‘other’ disposition denotes a non-economic reallocation (likely a trust routing or internal bookkeeping entry) rather than a public market sale; therefore, shareholder redemption windows, trust account liquidity, and statutory extension mechanisms remain completely unaffected. Beyond the share ledger entries, the filing attributes no forward-looking statements, customer testimonials, revenue disclosures, market sizing projections, strategic pivots, technology developments, partnership announcements, litigation updates, or personnel changes to company leadership or the board. All observable metrics derive exclusively from the Form 4 disclosure schedule filed with the Securities and Exchange Commission.
What changed: FORM 4 — insider ownership report [0001213900-26-057999]. This document IS a FORM 4 — insider ownership report [0001213900-26-057999]. Bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: Breeze Sponsor II, LLC, identified as a 10% owner, executed open-market purchases on 2026-05-14 for 447,500 shares and on 2026-05-15 for 22,500 shares, followed by an other transaction on 2026-05-15 disposing of 131,757 shares at $0, resulting in a post-transaction balance of 5,248,919 shares after sitting at 5,380,676 shares. The filing discloses no amendments to the SPAC’s SEARCHING status, its stated trust per share of $10, or its 2027-05-13 deadline, nor does it announce extension proposals, revised trust accounting procedures, or targeted business combination progress. Bearing on other substance: the document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All numerical entries—including 447,500, 5,358,176, 22,500, 5,380,676, 131,757, $0, and 5,248,919—are directly attributed to the reporting person’s Form 4 submission. Why it matters: Investors tracking redemption windows and sponsor alignment should note that Breeze Sponsor II, LLC shifted its internal share allocation by purchasing 447,500 and 22,500 shares while simultaneously offloading 131,757 shares at $0, capping at 5,248,919 held shares. Because the corporate record maintains the trust at $10 per share and preserves the 2027-05-13 deadline, these trades alter insider economic exposure and potential voting weight without triggering public liquidity constraints or modifying redemption rights. In the absence of operational disclosures, the filing’s primary significance lies in recalibrating how much skin the sponsor has in the ground ahead of any future target announcement or shareholder vote.
What changed: A Rule 424(b)(4) prospectus for the initial public offering of 12,500,000 units of Breeze Acquisition Corp. II, establishing the baseline terms, securities composition, and operational framework for the company’s search for an initial business combination. The prospectus establishes the initial trust deposit at $10.025 per public share, totaling $125,312,500 ($144,109,375 if the underwriters fully exercise their 45-day over-allotment option for up to 1,875,000 units). Why it matters: This filing locks in the precise trust value per share available for redemptions ($10.025) and clarifies the 15% redemption cap that activates when the company uses proxy solicitations instead of tender offers, directly impacting investor liquidity options during a vote. The 12-month window with mandatory shareholder votes for extensions creates a hard timeline for redemption planning, while the sponsor’s $0.005-per-share founder cost and automatic private placement right conversions introduce material near-term and post-combination dilution.
What changed: A Securities and Exchange Commission Form 3, which serves as the initial statement of beneficial ownership filed by an insider upon assuming a director or officer role. According to the Form 3, director Pine Michael J holds 35,000 shares directly in Breeze Acquisition Corp. II. No trades, redemptions, trust account movements, extension requests, or target acquisition milestones are disclosed. The filing does not alter the SPAC’s operational timeline or capital structure. Why it matters: This is a routine Section 16(a) compliance submission that neither modifies the redemption calendar, adjusts trust distribution mechanics, signals sponsor misconduct, nor indicates deal progress. It merely establishes the baseline insider holding for one named director and requires no shareholder action or portfolio rebalancing.
What changed: SEC Form 3 insider ownership report filed 2026-05-12 for Breeze Acquisition Corp. II. The filing documents that reporting person and director Rick Baldwin holds 35,000 shares directly. No purchase, sale, or derivative exercise is listed; the submission serves as a routine compliance snapshot of existing beneficial ownership rather than a transaction record. Why it matters: For investors tracking sponsor conduct and insider alignment, the disclosure confirms the director’s static equity position ahead of the redemption window. Because the report records only a held balance, it does not shift the trust pool, modify the 2027-05-13 deadline mechanics, trigger extension provisions, or signal target-search activity. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel, and includes no numerical data beyond the 35,000 direct shares attributed to Baldwin in the filing.
What changed: SEC Form 3 — insider ownership report. The filing discloses Director Anthony Przybyslawski holds 35,000 shares directly. No adjustments to the May 13, 2027 redemption deadline, the $10 per share trust account, extension mechanisms, or business combination progress are reported or triggered by this submission. Why it matters: This Form 3 tracks director equity exposure without altering SPAC procedural timelines, trust disbursement conditions, or shareholder redemption mechanics. The 35,000-direct-share holding reported by Przybyslawski indicates current insider positioning but introduces no verifiable data regarding prospective target customers, revenue profiles, total addressable market size, operational strategy, proprietary technology, commercial partnerships, active litigation, or executive transitions. All reported holdings and corporate identifiers originate exclusively from the issuer and reporting person statements filed on record.
What changed: SEC Form 3 — initial insider ownership acquisition report. According to the filing, director Charles M. Balch holds 35,000 direct shares in Breeze Acquisition Corp. II as of 2026-05-12. The document contains no transaction pricing, exercise terms, or grant schedules that would affect existing redemption mechanics. It does not amend the current deadline, propose an extension, adjust the per-share trust balance, or signal movement toward a business combination. Why it matters: Beyond recording the 35,000 direct-share holding attributed to Charles M. Balch, the exhibit contains no statements or data points regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or sponsor conduct. As a standard Section 16 baseline submission, it provides no forward-looking indicators, contingency triggers, or structural changes that would alter investor positioning relative to the searching phase, redemption windows, or trust account administration.
What changed: SEC Form 3 initial beneficial ownership report identifying Cabell Richard as Vice President and Corporate Controller, with an explicit notation that no non-derivative transactions or holdings were reported. The filing contains zero reported insider equity movements. SPAC mechanics remain unmodified: the previously noted $10 trust per share persists, the 2027-05-13 redemption deadline stands unchanged, and the SEARCHING status continues without extension or deal progression signals from this document. Why it matters: For investors tracking capital structure stability ahead of the mid-May 2027 cutoff, this submission confirms no undisclosed stock allocations or warrant issuances have been recorded under this reporting date. While it offers no commentary on target pipelines, sponsor commitment levels, or shareholder redemption exposure, the clean disclosure temporarily verifies that insider positioning has not shifted, leaving the trust account and deadline mechanics entirely dependent on prior filings and future proxy or prospectus supplements.
What changed: SEC Form 3, a statutory insider ownership statement filed to declare current beneficial shareholding positions without disclosing transaction timing, consideration, or trading history. According to the Form 3 submission, Breeze Sponsor II, LLC—a party identified in the filing as a 10% owner and the Sponsor Entity—reports holding 4,910,676 shares directly. The document contains zero commentary on redemption calendars, trust account distributions, extension proposals, merger timeline updates, or sponsor voting conduct. It makes no claims about customer concentration, historical or projected revenue, addressable market size, proprietary technology, commercial partnerships, pending litigation, or executive appointments. The sole numerical figures disclosed are the 10% ownership designation and the 4,910,676 share aggregate, presented as a static direct holding with no acquisition dates, sale records, or purchase prices attached. Why it matters: For capital allocators monitoring SPAC structural mechanics, this filing establishes a compliance snapshot of sponsor equity concentration rather than signaling near-term liquidity or deal catalysis. Because the text provides no transaction dates, disposition activity, or valuation markers, it does not adjust redemption pressure forecasts, alter extension probability models, or indicate movement toward a business combination vote. The absence of operational or contractual disclosures means the document carries no forward-looking guidance to influence shareholder tender decisions or underwriting commitment schedules. Its utility is limited to verifying that the sponsor’s foundational stake remains recorded at 4,910,676 shares until a subsequent Form 4 or 5 clarifies whether additional acquisitions, disposals, or warrant conversions have occurred.
What changed: A SEC Form 3 initial statement of beneficial ownership reporting indirect insider holdings for Breeze Acquisition Corp. II. The Form 3 filing reports that RAMSEY J DOUGLAS, serving as director, CEO, CFO, and Chairman, maintains an indirect holding of 4,910,676 shares. No transactions, acquisitions, redemptions, extensions, or structural changes are documented. Consequently, there is no modification to the active search phase, target deal progress, or sponsor conduct metrics. The report functions as a static snapshot confirming current insider concentration without altering any timeline or capital mechanics. Why it matters: Investors monitoring redemption calendars, trust dynamics, extension votes, business combination milestones, or sponsor behavior will find this filing substantively quiet regarding those mechanical triggers. The disclosed indirect position of 4,910,676 shares and the self-classified 10% owner status provide baseline transparency on promoter alignment but do not signal imminent redemption pressure, financing events, or governance shifts. All figures and role designations derive directly from the reported person’s self-certification in this Form 3; no external claims, market projections, or operational updates are presented.
What changed: A Regulatory Correspondence (CORRESP) submitted to the U.S. Securities and Exchange Commission Division of Corporate Finance pursuant to Rule 461 of the Securities Act of 1933, formally requesting an acceleration of the Form S-1 Registration Statement effective date. Breeze Acquisition Corp. II management requests that the SEC declare the registration statement effective at 4:00 P.M. Eastern Time on May 12, 2026. This timing adjustment sequences the public offering and establishes when underwriting proceeds would flow into the SPAC trust upon pricing. Why it matters: 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.
What changed: A routine compliance correspondence (CORRESP) and underwriters’ request for acceleration of the effective date of a Registration Statement on Form S-1, submitted by IB Capital LLC. No adjustments to the redemption deadline, trust mechanics, or extension parameters. IB Capital LLC, acting through Principal Dan Thayer, formally requests that the SEC accelerate the effective date of the November 17, 2025-filed S-1 to become effective at 4:00 p.m. Washington D.C. time on May 12, 2026. Why it matters: This acceleration directive sets the immediate regulatory timeline for when the SPAC’s public stock registration takes effect, establishing the necessary infrastructure before any future business combination, capital raise, or shareholder vote can procedurally occur. The document contains zero claims regarding customer concentration, revenue metrics, market size, corporate strategy, proprietary technology, commercial partnerships, ongoing litigation, or executive personnel changes.
What changed: Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. This document is a routine compliance exhibit. Why it matters: For investors tracking the search phase, this confirms the mechanical setup to list the full capital structure upon a future merger without touching the cash timeline or trust floor established at $10 per share through 2027-05-13. The filing introduces no deal progression, extension events, or sponsor changes, and the absence of commercial disclosures means it provides zero alpha on valuation targets or management strategy despite being the sole weekly filing.
What changed: Amendment No. 4 to a Registration Statement on Form S-1 for the initial public offering of Breeze Acquisition Corp. II, a blank check company searching for a business combination target. This is a pre-effective amendment to the S-1. The filing text does not state what changed from the prior amendment; it contains the full, updated prospectus. Key updated details include: the number of founder shares issued (increased to 5,050,676 to maintain 26% ownership after the offering); an updated business strategy section focusing on healthcare, biotech, advanced manufacturing, robotics, AI; new independent director nominees (Charles Balch, Rick Baldwin, Michael Pine, Anthony Przybyslawski); disclosure of a prior SPAC (Breeze I) merger with YD Biopharma that closed on August 28, 2025; expanded risk factors including conflicts in Ukraine/Middle East; and updated financial statements as of December 31, 2025. The trust is $125,312,500 ($10.025 per unit) assuming no over-allotment. The deadline to complete a business combination is 12 months from the closing of the offering (no extension has been approved or sought in this filing). Why it matters: 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.
What changed: Amendment No. 3 to Form S-1 registration statement filed by Breeze Acquisition Corp. II, a blank-check SPAC, for its initial public offering of 12,500,000 units (plus over-allotment) at $10.00 per unit, each unit consisting of one ordinary share and one right to receive one-fifth of a share upon a business combination. The document is a preliminary prospectus subject to completion, dated March 9, 2026. This amendment updates the registration statement with audited financial statements as of December 31, 2025 (showing a working capital deficit of $278,829 and a going-concern qualification), refines disclosure on redemption mechanics (including the 15% limitation on redemptions if shareholder approval is sought), clarifies sponsor compensation arrangements (founder shares at $0.005 per share, private placement units at $10.00 per unit, $5,000/month administrative fee, up to $300,000 loan repayment, and up to $1,500,000 in convertible working capital loans), and provides updated risk factors, including geopolitical conflicts. No target business has been selected; the company remains in search mode. Why it matters: 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.
What changed: Amendment No. 2 to Registration Statement on Form S-1, containing a preliminary prospectus for the initial public offering of 12,500,000 units (each unit consisting of one ordinary share and one right to receive one-fifth of an ordinary share upon a business combination) at $10.00 per unit, with an over-allotment option for up to 1,875,000 additional units. Compared to the prior S-1 filing, this Amendment No. 2 includes: (i) execution versions of the underwriting agreement, investment management trust agreement, rights agreement, private placement units purchase agreement, and letter agreement with sponsor and insiders; (ii) legal opinions from ArentFox Schiff LLP and Ogier; (iii) specimen unit and right certificates; (iv) updated audited financial statements as of December 31, 2025, with an audit report containing a going concern paragraph; (v) revised disclosure on management compensation (increasing from $10,000 to $15,000 per month effective November 1, 2025); (vi) additional detail on sponsor's planned transfer of founder shares to director nominees; (vii) updated business combination criteria and strategy; and (viii) risk factor updates reflecting the 2024 SEC SPAC rules, Investment Company Act guidance, and geopolitical conflicts. Why it matters: 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.
What changed: Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) for Breeze Acquisition Corp. II's initial public offering of 12,500,000 units at $10.00 per unit, each unit consisting of one ordinary share and one right to receive one-tenth of an ordinary share upon consummation of a business combination. This amendment updates the registration statement with audited financial statements as of December 31, 2025, includes final underwriting agreement terms, and responds to SEC comments, providing a complete preliminary prospectus for the IPO. The filing includes detailed disclosure of the offering structure, sponsor compensation, lock-up agreements, redemption rights, and business combination criteria. Why it matters: 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.
What changed: A formal administrative letter from the Securities and Exchange Commission’s Division of Corporation Finance, Office of Real Estate & Construction, advising management that the staff will not review the company’s Form S-1 registration statement. Per the SEC staff, the division has not reviewed and will not review the registration statement initially filed on November 17, 2025 (File No. 333-291575). The staff directed the company to Rules 460 and 461 regarding acceleration requests and explicitly reminded the company and its management that they retain full responsibility for the accuracy and adequacy of disclosures, irrespective of SEC review or inaction. Why it matters: This correspondence does not adjust the redemption timeline, trust account composition, or the SEARCHING designation. It indicates the SEC is declining substantive examination of these initial offering documents, meaning sponsors and executive officers assume complete disclosure liability without regulator feedback prior to effectiveness. The filing discloses no developments regarding deal progress, business combinations, trust extensions, revenue, customers, market size, strategy, technology, partnerships, litigation, or personnel; it contains only procedural regulatory guidance and lists a contact number (202-551-3357) for further inquiries.
What changed: Registration statement on Form S-1 for the initial public offering of Breeze Acquisition Corp. II, a blank check company (SPAC) formed to effect a merger or similar business combination. The document is a preliminary prospectus subject to completion, dated November 14, 2025. First public filing of the IPO registration – no prior public filings for this SPAC. The offering is for 12,500,000 units at $10.00 per unit (up to 14,375,000 if the underwriters' over-allotment is exercised in full). Each unit consists of one ordinary share and one Share Right (one-tenth of an ordinary share upon a business combination). The sponsor (Breeze Sponsor II, LLC) holds 5,050,676 founder shares purchased for $25,000 ($0.005 per share) and will purchase 447,500 private placement units at $10.00 per unit. $125,000,000 of the proceeds will be placed in a trust account ($10.00 per public share), with $4,475,000 from the private placement going to the trust. The completion window is 24 months from the closing of this offering. No target has been selected. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.