Breeze Acquisition Corp. II Notified by Nasdaq for Delinquent 10‑Qs

What Happened

• Breeze Acquisition Corp. II filed an 8‑K saying it received a notice from Nasdaq on August 20, 2026 notifying the company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Form 10‑Q for the quarter ended March 31, 2026 and the quarter ended June 30, 2026. The company issued a press release about the notice on August 21, 2026. The notice does not have an immediate effect on listing or trading.

Key Details

• Nasdaq notice received: August 20, 2026.
• Deadline to submit a plan to Nasdaq to regain compliance: 30 calendar days (until September 21, 2026).
• If Nasdaq accepts the plan, the company may receive up to a 180‑day exception from the initial delinquency date (potential compliance deadline: December 28, 2026).
• If the plan is not accepted, the company can appeal to a Nasdaq Hearings Panel; the company says it intends to act to regain compliance but gives no assurance it will succeed.

Why It Matters

• Failure to timely file required periodic reports can lead to loss of Nasdaq listing if the company does not regain compliance; this raises governance and disclosure risks investors should monitor. Trading remains permitted for now, but investors should watch for (1) the company’s submitted plan, (2) filing of the missing Form 10‑Qs, and (3) any Nasdaq decision or appeal outcome. The 8‑K notes the company’s intent to pursue compliance but cautions there is no guarantee of meeting deadlines or receiving an exception.