Breeze Acquisition Corp. II 8-K

What Happened
Breeze Acquisition Corp. II (BREZ) announced it consummated its initial public offering on May 14, 2026 and closed an over‑allotment on May 15, 2026, for a total of 14,000,000 units sold. Each Unit consists of one ordinary share and one Right (each Right entitles the holder to 1/5 of one ordinary share). The public offering raised $140,000,000, and the company simultaneously completed a private sale of 470,000 units to Breeze Sponsor II, LLC for $4,700,000. A total of $144,700,000 of the proceeds were placed in a U.S.-based trust account held by Continental Stock Transfer & Trust Company. An audited balance sheet as of May 14, 2026 is included as Exhibit 99.1 to the filing.

Key Details

• IPO size: 14,000,000 Units sold at $10.00 per Unit (12,500,000 units on May 14; 1,500,000 units from over‑allotment on May 15).
• Private placement: 470,000 units sold to Breeze Sponsor II, LLC at $10.00 per unit, raising $4,700,000; these units are non‑transferable until 30 days after the company’s initial business combination and carry registration rights.
• Trust funding: $144,700,000 of proceeds placed in a U.S.-based trust account (Continental Stock Transfer & Trust Company acting as trustee).
• Corporate paperwork: Audited balance sheet as of May 14, 2026 included as Exhibit 99.1.

Why It Matters
For investors, this filing confirms Breeze Acquisition Corp. II has completed its SPAC IPO and secured capital to pursue an initial business combination. The $144.7M held in trust is the pool that will be used for potential targets or returned to public shareholders if no deal is completed. The sponsor’s private units are subject to transfer restrictions until after a business combination, which is typical for SPAC structures.