RAMSEY J DOUGLAS 4

What Happened

• Ramsey J. Douglas, identified as a 10% owner and managing member of Breeze Sponsor II, LLC, participated in Breeze Acquisition Corp. II's IPO by acquiring 470,000 units (447,500 on 2026-05-14 and 22,500 on 2026-05-15) at $10.00 per unit, for total cash of $4,700,000. Each unit consists of one ordinary share plus a right to receive one-fifth (1/5) of an ordinary share upon consummation of an initial business combination.
• Separately, 131,757 ordinary shares held by Breeze Sponsor II, LLC were forfeited at no cost on May 15, 2026, to satisfy the underwriters’ over‑allotment coverage (reported as a $0 disposition). Purchases are often viewed as more informative than routine sponsor transactions, but this filing largely reflects IPO unit purchases and a sponsor forfeiture.

Key Details

• Transaction dates/prices: May 14, 2026 — 447,500 units at $10.00/unit; May 15, 2026 — 22,500 units at $10.00/unit; May 15, 2026 — forfeiture of 131,757 ordinary shares reported at $0.00.
• Total paid for units: $4,700,000 (470,000 units × $10).
• Reported net interest after these events: 470,000 ordinary shares acquired via units, minus 131,757 ordinary shares forfeited = net 338,243 ordinary shares; plus contingent rights to 94,000 additional shares (470,000 × 1/5) upon a qualifying business combination. (Note: Ramsey disclaims beneficial ownership of sponsor‑held securities except to the extent of any pecuniary interest.)
• Footnotes: 22,500 units were from the underwriters’ partial exercise of the over‑allotment (greenshoe). The forfeiture was performed by Breeze Sponsor II, LLC to complete the underwriter option coverage.
• Filing timeliness: Form 4 was filed May 15, 2026 for transactions on May 14–15, 2026 (filed promptly).

Context

• These transactions relate to the company’s IPO unit purchase and the sponsor’s adjustment for over‑allotment; they are not a typical open‑market buy/sell by an operating executive. The units include contingent fractional shares that convert only if the SPAC completes a business combination.
• Ramsey is the managing member of the sponsor and retains voting/investment discretion for sponsor‑held shares but disclaims direct beneficial ownership of those sponsor‑held securities except for any pecuniary interest.