Breeze Acquisition Corp. II Completes $140M IPO and Private Placement

What Happened

• Breeze Acquisition Corp. II (BREZ) announced it consummated its initial public offering: 12,500,000 units on May 14, 2026, plus 1,500,000 units on May 15, 2026 from the underwriters’ partial over‑allotment, for a total of 14,000,000 units sold at $10.00 per unit (gross $140,000,000).
• Simultaneously, the company completed a private placement of 470,000 units to Breeze Sponsor II, LLC at $10.00 per unit (gross $4,700,000). Combined proceeds of $144,700,000 were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. An audited balance sheet as of May 14, 2026 reflecting these transactions was filed as Exhibit 99.1.

Key Details

• IPO units sold: 14,000,000 units at $10.00 each → $140,000,000 gross proceeds.
• Private placement: 470,000 units to sponsor for $4,700,000 (no underwriting discount/commission).
• Trust account funding: $144,700,000 of net proceeds placed in trust with Continental Stock Transfer & Trust Company.
• Unit structure: each Unit = 1 ordinary share (par $0.0001) + 1 Right (each Right = 1/5 of one ordinary share). Private Placement Units are non-transferable until 30 days after the initial business combination and carry registration rights.

Why It Matters

• The filing confirms Breeze Acquisition Corp. II has completed its SPAC fundraising and now holds cash in trust ($144.7M) to pursue a business combination, which is the core value proposition for investors in a blank‑check company.
• Sponsor units and their transfer restrictions, plus the Rights-to-shares structure, are material for potential dilution and timing of share availability post‑business combination; investors should note the sponsor’s position and the registration/timing constraints.
• The audited May 14, 2026 balance sheet (Exhibit 99.1) provides the formal financial snapshot reflecting these closings.