8-K
filed May 15, 2026, 4:16 PM ET
ticker BREZ
CIK 0002095443
other material
confidence high
sentiment positive
materiality 0.75
Breeze Acquisition Corp. II closes $140M IPO including over-allotment; $140.35M placed in trust
Breeze Acquisition Corp. II
- Initial IPO of 12.5M units at $10/unit raised $125M; partial over-allotment of 1.5M units added $15M.
- Private placement of 470,000 units to sponsor Breeze Sponsor II, LLC raised $4.7M.
- Total net proceeds of $140.35M deposited into trust account with Continental Stock Transfer & Trust.
- New independent directors appointed: Charles M. Balch, Rick Baldwin, Michael J. Pine, Anthony Przybyslawski.
- Units trade on Nasdaq under BREZU; ordinary shares and rights under BREZ and BREZR respectively.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles M. Balch was appointed as Director at Breeze Acquisition Corp. II.
- Action
- appointed
- Role
- Director
Exact text from the filing
On May 12, 2026, the effective date of the Registration Statement, Charles M. Balch, Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed to the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rick Baldwin was appointed as Director at Breeze Acquisition Corp. II.
- Action
- appointed
- Role
- Director
Exact text from the filing
On May 12, 2026, the effective date of the Registration Statement, Charles M. Balch, Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed to the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael J. Pine was appointed as Director at Breeze Acquisition Corp. II.
- Action
- appointed
- Role
- Director
Exact text from the filing
On May 12, 2026, the effective date of the Registration Statement, Charles M. Balch, Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed to the board of directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anthony Przybyslawski was appointed as Director at Breeze Acquisition Corp. II.
- Action
- appointed
- Role
- Director
Exact text from the filing
On May 12, 2026, the effective date of the Registration Statement, Charles M. Balch, Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed to the board of directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Breeze Acquisition Corp. II: Amended and Restated Memorandum and Articles of Association became effective (effective 2026-05-13).
- Change
- charter amendment
- Effective
- 2026-05-13
Exact text from the filing
On May 13, 2026, the Company’s Amended and Restated Memorandum and Articles of Association became effective.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Breeze Acquisition Corp. II entered into Letter Agreement with Breeze Sponsor II, LLC, IB Capital LLC, officers and directors valued at Letter agreement among the Company, sponsor, underwriter, and insiders (effective 2026-05-12).
- Action
- entry
- Counterparty
- Breeze Sponsor II, LLC, IB Capital LLC, officers and directors
- Value
- Letter agreement among the Company, sponsor, underwriter, and insiders
- Effective
- 2026-05-12
Exact text from the filing
A Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC, IB Capital LLC, and each of the officers and directors of the Company
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Breeze Acquisition Corp. II entered into Registration Rights Agreement with Breeze Sponsor II, LLC, IB Capital LLC valued at Registration rights for shares held by sponsor and underwriter (effective 2026-05-12).
- Action
- entry
- Counterparty
- Breeze Sponsor II, LLC, IB Capital LLC
- Value
- Registration rights for shares held by sponsor and underwriter
- Effective
- 2026-05-12
Exact text from the filing
A Registration Rights Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC, and IB Capital LLC
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Breeze Acquisition Corp. II entered into Rights Agreement with Continental Stock Transfer & Trust Company valued at Each Right entitling holder to receive one-fifth of one ordinary share (effective 2026-05-12).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Each Right entitling holder to receive one-fifth of one ordinary share
- Effective
- 2026-05-12
Exact text from the filing
A Rights Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Breeze Acquisition Corp. II entered into Administrative Services Agreement with Breeze Sponsor II, LLC valued at Administrative services provided by sponsor (effective 2026-05-12).
- Action
- entry
- Counterparty
- Breeze Sponsor II, LLC
- Value
- Administrative services provided by sponsor
- Effective
- 2026-05-12
Exact text from the filing
● A Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC, IB Capital LLC, and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Breeze Acquisition Corp. II entered into Underwriting Agreement with IB Capital LLC valued at Gross proceeds of $125,000,000 from IPO of 12,500,000 units at $10.00 per unit (effective 2026-05-12).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- IB Capital LLC
- Value
- Gross proceeds of $125,000,000 from IPO of 12,500,000 units at $10.00 per unit
- Effective
- 2026-05-12
Exact text from the filing
An Underwriting Agreement, dated May 12, 2026, by and between the Company and IB Capital LLC, as representative of the several underwriters
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Breeze Acquisition Corp. II entered into Private Placement Units Purchase Agreement with Breeze Sponsor II, LLC valued at Private placement of units to sponsor (effective 2026-05-12).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Breeze Sponsor II, LLC
- Value
- Private placement of units to sponsor
- Effective
- 2026-05-12
Exact text from the filing
● A Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC, IB Capital LLC, and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Breeze Acquisition Corp. II entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Trust agreement for IPO proceeds (effective 2026-05-12).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Trust agreement for IPO proceeds
- Effective
- 2026-05-12
Exact text from the filing
An Investment Management Trust Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Breeze Acquisition Corp. II entered into Indemnity Agreements with Each officer and director of the Company valued at Indemnification for officers and directors (effective 2026-05-12).
- Action
- entry
- Counterparty
- Each officer and director of the Company
- Value
- Indemnification for officers and directors
- Effective
- 2026-05-12
Exact text from the filing
Indemnity Agreements, each dated May 12, 2026, by and between the Company and each of the officers and directors of the Company
View on SEC.gov
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