Breeze Acquisition Corp. II

8-K · ea0291585-8k_breeze2.htm iXBRL

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 0002095443

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 2026-05-14
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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

  

 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
 May 14, 2026

  

 BREEZE ACQUISITION CORP. II

 (Exact Name of Registrant as Specified in its Charter)

  

 Cayman Islands
  
 001-43280
  
 N/A

 (State or Other Jurisdiction of

 Incorporation or Organization)
  
 (Commission File No.)
  
 (I.R.S. Employer

 Identification No.)

  

 955 W. John Carpenter Fwy. , Suite 100-929

 Irving , TX 75039

 (Address of principal executive offices and zip
code)

  

 ( 888 ) 273-9001

 (Registrant’s telephone number, including
area code)

  

  

 (Former name or former address, if changed from
last report)

  

 Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General
Instruction A.2. below):

  

 ☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

  

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

  

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-14(c)).

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☒

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 Securities registered pursuant to Section 12(b)
of the Act:

  

 Title of each class
  
 Trading Symbol (s)
  
 Name of each exchange on which registered

 Units, each consisting of one ordinary shares, $0.0001 par value per share, and one right
  
 BREZU
  
 The Nasdaq Stock Market LLC

 Ordinary shares, $0.0001 per share
  
 BREZ
  
 The Nasdaq Stock Market LLC

 Rights, each right entitling the holder to receive one-fifth (1/5) of one ordinary share, par value $0.0001
  
 BREZR
  
 The Nasdaq Stock Market LLC

  

  

  

  

  

  

 Item 8.01. Other Events.

  

 On May 14, 2026, Breeze Acquisition
Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 12,5000,000 units. On May 15, 2026,
the Company closed on an additional 1,500,000 units pursuant to the underwriters’ partial exercise of the over-allotment option,
for a total initial public offering of 14,000,000 units (the “Units”). Each Unit consists of one ordinary share, par value
$0.0001 per share, and one right (the “Rights”). E ach Right entitles the holder thereof
to receive one-fifth (1/5) of one ordinary share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the
Company of $140,000,000.

  

 Simultaneously
with the closing of the IPO and the closing of the over-allotment, the Company completed the private sale of an aggregate of 470,000 units
(the “Private Placement Units”) to Breeze Sponsor II, LLC, at a purchase price of $10.00 per Private Placement Unit,
generating gross proceeds to the Company of $4,700,000. The Private Placement Units are identical to the Units sold in the IPO except
that the Private Placement Units (i) are not transferable, assignable, or salable until 30 days after the completion of the Company’s
initial business combination and (ii) will be entitled to registration rights. No underwriting discounts or commissions were paid with
respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended.

  

 A
total of $144,700,000 of the net proceeds from the IPO (including the partial exercise of the over-allotment option) and the sale of the
Private Placement Units were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting
as trustee .

  

 An audited balance sheet as
of May 14, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the issuance of the Private Placement Units has
been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

  

 Item 9.01. Financial Statements and Exhibits.

  

 (d) Exhibits

  

 EXHIBIT INDEX

  

 Exhibit No.
  
 Description

 99.1
  
 Audited Balance Sheet as of May 14, 2026

 104
  
 Cover Page Interactive Data File (embedded within the XBRL document)

  

 1

  

  

 SIGNATURE

  

 Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

  

  
 BREEZE ACQUISITION CORP. II

  
  
  

  
 By:
 /s/ J. Douglas Ramsey

  
  
 J. Douglas Ramsey

  
  
 Chief Executive Officer

  

 Dated: June 1, 2026

  

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