Breeze Acquisition Corp. II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Reports on Form 10-Q
Rhea-AI Summary
Breeze Acquisition Corp. II (NASDAQ: BREZ) reported receiving a Nasdaq Listing Qualifications notice on August 20, 2026, due to not filing its Quarterly Reports on Form 10-Q for the periods ended March 31 and June 30, 2026. This non-compliance concerns Nasdaq Listing Rule 5250(c)(1), which requires timely SEC filings.
According to Breeze Acquisition Corp. II, the notice does not immediately affect the listing or trading of its securities. The company has until September 21, 2026 to submit a compliance plan. If Nasdaq accepts the plan, an exception of up to 180 days, potentially until December 28, 2026, may be granted. Any additional periodic reports due within this exception period must also be filed by its end. If Nasdaq does not accept the plan, the company may appeal to a Nasdaq Hearings Panel. Breeze Acquisition Corp. II intends to take necessary steps to regain compliance or submit a plan within the required timeframe.
Positive
- Nasdaq notice has no immediate effect on listing or trading
- Company granted 30 days to submit a compliance plan
- Potential Nasdaq exception period of up to 180 days to regain compliance
- Company states intention to regain compliance or submit a plan promptly
Negative
- Non-compliance with Nasdaq Listing Rule 5250(c)(1) due to late Form 10-Qs
- Two delinquent Form 10-Q filings for March 31 and June 30, 2026
- Need to meet a September 21, 2026 deadline to submit a compliance plan
- Risk of adverse Nasdaq action if plan is not accepted, despite appeal option
AI-generated analysis. How Rhea-AI works. Not financial advice.
IRVING, Texas, Aug. 21, 2026 (GLOBE NEWSWIRE) -- Breeze Acquisition Corp. II (NASDAQ: BREZ) (the “Company”) today announced that on August 20, 2026, it received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Delinquent Filings”), the Company no longer complies with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
The Notice has no immediate effect on the listing or trading of the Company’s securities on The Nasdaq Stock Market. Pursuant to the Notice, the Company has 30 calendar days, or until September 21, 2026, to submit a plan to regain compliance with Nasdaq’s listing rules with respect to the Delinquent Filings. If Nasdaq accepts the plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the initial Delinquent Filing’s due date, or until December 28, 2026, to regain compliance. Any subsequent periodic filing that becomes due within the 180-day exception period must be filed no later than the end of such period. If the plan is not accepted by Nasdaq, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The Company intends to take the steps necessary to regain compliance with Nasdaq’s listing rules as soon as practicable or, alternatively, to submit the plan to Nasdaq within the required timeframe.
About Breeze Acquisition Corp. II
Breeze Acquisition Corp. II is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the Company’s intention to submit a compliance plan to Nasdaq, the Company’s ability to regain compliance with Nasdaq’s listing rules, and similar expectations, beliefs, plans, objectives, assumptions or projections. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “might,” “possible,” “potential,” “may,” “would,” “could,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties, including, without limitation, the Company’s ability to respond in a timely and satisfactory manner to Nasdaq’s inquiries, the Company’s ability to become current with its periodic reports with the SEC, and the risk that the completion and filing of the Delinquent Filings will take longer than expected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Company Contact:
J. Douglas Ramsey, Ph.D.
Chief Executive Officer and Chief Financial Officer
Breeze Acquisition Corp. II
Email: doug@breezeacquisition.com
