Breeze Sponsor II, LLC 4

What Happened

• Breeze Sponsor II, LLC (the issuer's sponsor and a reported 10% owner) acquired 470,000 units of Breeze Acquisition Corp. II (BREZ) in the IPO: 447,500 units on 2026-05-14 and 22,500 units on 2026-05-15. The units were purchased at $10.00 per unit, for a total of $4,700,000. Each unit consists of one ordinary share and one right to receive one-fifth (1/5) of an ordinary share upon completion of the SPAC business combination.
• On 2026-05-15 the sponsor forfeited 131,757 ordinary shares at no cost (transaction code J) in connection with the underwriters’ partial exercise of the over-allotment (greenshoe) settlement. Net ordinary shares retained after the forfeiture: 338,243 (470,000 acquired less 131,757 forfeited).

Key Details

• Transaction dates and types: 2026-05-14 (P = purchase of 447,500 units), 2026-05-15 (P = purchase of 22,500 units), 2026-05-15 (J = forfeiture of 131,757 ordinary shares).
• Price/value: $10.00 per unit; total paid for units = $4,700,000.
• Shares after transactions: reported net ordinary shares held = 338,243; the units also include rights equal to up to 94,000 additional ordinary shares (470,000 units × 1/5) exercisable upon a qualifying business combination, subject to SPAC terms.
• Footnotes: F1 explains the $10/unit IPO purchase and the unit composition. F2 explains the 131,757 ordinary shares were forfeited at no cost to cover over‑allotments.
• Timeliness: Filing dated 2026-05-15 for transactions on 5/14–5/15 appears timely.

Context

• This was an IPO/unit purchase by the company’s sponsor (an institutional 10% owner), not an open-market bet by an executive. Sponsor purchases of IPO units at $10 are typical in SPAC listings to provide seed capital and alignment with the SPAC.
• The forfeiture to cover the underwriters’ over-allotment (greenshoe) is a routine post-IPO settlement mechanism and was done at no cost to the underwriter cover arrangement.