{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-26-057783","form_type":"8-K","ticker":"BREZ","cik":"0002095443","company_name":"Breeze Acquisition Corp. II","filed_at":"2026-05-15T20:16:32+00:00","discovered_at":"2026-05-15T20:24:08.302716+00:00","generated_at":"2026-05-15T21:11:48.348909+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Breeze Acquisition Corp. II closes $140M IPO including over-allotment; $140.35M placed in trust","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-057783","json":"https://secwatch.observer/filing/0001213900-26-057783.json","markdown":"https://secwatch.observer/filing/0001213900-26-057783.md","text":"https://secwatch.observer/filing/0001213900-26-057783.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/ea0290760-8k_breeze2.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T21:11:48.348909+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0b25a28d35","claim":"Charles M. Balch was appointed as Director at Breeze Acquisition Corp. II.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5131af7941","claim":"Rick Baldwin was appointed as Director at Breeze Acquisition Corp. II.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"64c74b2492","claim":"Michael J. Pine was appointed as Director at Breeze Acquisition Corp. II.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a9dabc6147","claim":"Anthony Przybyslawski was appointed as Director at Breeze Acquisition Corp. II.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f18a4c8018af54fd024c67417ff92a6b990687d7","claim":"Breeze Acquisition Corp. II: Amended and Restated Memorandum and Articles of Association became effective (effective 2026-05-13).","evidence_excerpt":"On May 13, 2026, the Company’s Amended and Restated Memorandum and Articles of Association became effective.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2026-05-13"}],"fact_type":"governance_change"},{"claim_id":"1a3b2de59dcba0ee9c94132ed4ead0cad35bd129","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Breeze Sponsor II, LLC, IB Capital LLC, officers and directors"},{"label":"Value","value":"Letter agreement among the Company, sponsor, underwriter, and insiders"},{"label":"Effective","value":"2026-05-12"}],"fact_type":"material_agreement"},{"claim_id":"494246574bd34343e241b194490d1fd49bb5aa37","claim":"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).","evidence_excerpt":"A Registration Rights Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC, and IB Capital LLC","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Breeze Sponsor II, LLC, IB Capital LLC"},{"label":"Value","value":"Registration rights for shares held by sponsor and underwriter"},{"label":"Effective","value":"2026-05-12"}],"fact_type":"material_agreement"},{"claim_id":"56f52ed2308152397d1bea33dee371d1a2a3730b","claim":"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).","evidence_excerpt":"A Rights Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Value","value":"Each Right entitling holder to receive one-fifth of one ordinary share"},{"label":"Effective","value":"2026-05-12"}],"fact_type":"material_agreement"},{"claim_id":"5c0cb2444cf18e1425c1be0aa900d50e08f3f272","claim":"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).","evidence_excerpt":"● 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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Breeze Sponsor II, LLC"},{"label":"Value","value":"Administrative services provided by sponsor"},{"label":"Effective","value":"2026-05-12"}],"fact_type":"material_agreement"},{"claim_id":"94ff2ee78999e304eb29f44406f8b8f101019417","claim":"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).","evidence_excerpt":"An Underwriting Agreement, dated May 12, 2026, by and between the Company and IB Capital LLC, as representative of the several underwriters","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"IB Capital LLC"},{"label":"Value","value":"Gross proceeds of $125,000,000 from IPO of 12,500,000 units at $10.00 per unit"},{"label":"Effective","value":"2026-05-12"}],"fact_type":"material_agreement"},{"claim_id":"9b3a776475ec08a7b2f605db49f14ea84adca8fb","claim":"Breeze Acquisition Corp. 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II entered into Indemnity Agreements with Each officer and director of the Company valued at Indemnification for officers and directors (effective 2026-05-12).","evidence_excerpt":"Indemnity Agreements, each dated May 12, 2026, by and between the Company and each of the officers and directors of the Company","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2095443/000121390026057783/0001213900-26-057783-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Each officer and director of the Company"},{"label":"Value","value":"Indemnification for officers and directors"},{"label":"Effective","value":"2026-05-12"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}