Breeze Holdings Acquisition Corp. filings document the formal record of a SPAC issuer, including shareholder-vote results, material-event reports, security registrations and capital-structure disclosures. The company’s disclosures identify common stock, rights exchangeable into common shares and warrants exercisable for common stock, along with emerging-growth-company status and OTC trading information for those securities.
The filing record also includes late-report notices for periodic reporting obligations and a Form 15 certification and notice covering termination or suspension of Exchange Act registration and reporting duties for the company’s common shares.
Breeze Acquisition Corp. II reported a $138,206 net loss for the three months ended March 31, 2026, from operating and formation costs. It had no operating revenue and had not selected a business-combination target or begun substantive target discussions.
After quarter-end, the company sold 12,500,000 public units for $125,000,000 on May 14, 2026, and 1,500,000 additional public units for $15,000,000 on May 15, 2026. It also sold 470,000 private units for $4,700,000; $140,350,000 was placed in trust after the over-allotment.
The company disclosed substantial doubt about its ability to continue as a going concern within one year after issuance, along with a material weakness in vendor-contract review controls. Nasdaq’s August 20, 2026 notice cited delinquent March and June quarterly reports; the company submitted a compliance plan September 18, and the notice had no immediate effect on listing or trading.
Breeze Acquisition Corp. II (BREZ) filed an amended report to provide a restated audited balance sheet as of May 14, 2026 after identifying an error in how advisory fees and related obligations were recorded for its IPO. The restatement reversed overstated offering costs and accrued expenses and recorded a $1,150,000 due from Sponsor, increasing additional paid-in capital and eliminating a shareholders’ deficit.
The company is a SPAC that completed an IPO of 12,500,000 units at $10.00 on May 14, 2026, plus a subsequent 1,500,000-unit over-allotment, and a private placement of sponsor units, with $144,700,000 of combined IPO and private placement proceeds placed in a trust account. The restated balance sheet shows total assets of $126,393,403, including $125,593,750 in the Trust Account and $125,312,500 of ordinary shares classified as redeemable. The independent auditor added an explanatory paragraph that these conditions and the SPAC’s need to complete a business combination by May 14, 2027 raise substantial doubt about its ability to continue as a going concern.
Breeze Acquisition Corp. II (BREZ) announced that its Audit Committee, after discussions with CBIZ CPAs P.C. and legal advisors, determined that the previously issued audited balance sheet as of May 14, 2026 should no longer be relied upon. The issue involves the accounting for fees and obligations under an Engagement Letter with legal advisors and the Sponsor related to the company’s IPO.
The Engagement Letter provided for up to $3,200,000 in compensation, including $2,200,000 cash and $1,000,000 in equity via transfer of 100,000 Founder Shares from the Sponsor. As of the IPO closing, the company had recorded $1,957,000 of accrued expenses, $93,000 of additional paid-in capital, and treated the $1,150,000 cash payment as offering costs. It later concluded that, because no services had been performed as of May 14, 2026 and the payment was owed back to the company, these amounts were misclassified and that the cash should have been recorded as a receivable due from the Sponsor.
The company plans to restate the affected financial statement to remove the accrued expenses and additional paid-in capital and to reclassify the $1,150,000 as due from the Sponsor. Breeze Acquisition Corp. II also identified that internal controls were ineffective and disclosed a material weakness in internal control over financial reporting related to contract review with vendors, and management is implementing remediation procedures.
Breeze Acquisition Corp. II (BREZ) reported that on August 20, 2026 it received a notice from Nasdaq stating the company is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026. The notice does not immediately affect the listing or trading of its ordinary shares and rights on Nasdaq.
The company has 30 calendar days, until September 21, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the initial delinquent filing’s due date, or until December 28, 2026, for the company to become current, including any filings that come due during that period. If Nasdaq does not accept the plan, Breeze Acquisition Corp. II may appeal to a Hearings Panel. The company states it intends to take steps to regain compliance or submit a plan within the required timeframe but notes there is no assurance it will regain compliance or maintain its listing.
The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC report beneficial ownership of Breeze Acquisition Corp II ordinary shares. They report 970,701 ordinary shares with shared voting and shared dispositive power over all of these shares, representing 6.7% of the class.
The filing identifies Goldman Sachs & Co. LLC as a broker-dealer and investment adviser subsidiary of The Goldman Sachs Group, Inc., which is treated as a parent holding company. Highbridge Capital Management, LLC is identified in connection with ownership of more than 5% on behalf of another person. Certain Goldman Sachs operating units disclaim beneficial ownership of client and fund securities as described.
Polar Asset Management Partners Inc., an investment advisor incorporated in Ontario, Canada, reported beneficial ownership of ordinary shares of Breeze Acquisition Corp. II.
Polar Asset Management Partners Inc. beneficially owns 1,225,000 ordinary shares, representing 6.2% of the outstanding class. It has sole voting power and sole dispositive power over all 1,225,000 shares, with no shared voting or dispositive power disclosed.
Highbridge Capital Management, LLC, as investment adviser to certain funds and accounts, reports beneficial ownership of Ordinary Shares of Breeze Acquisition Corp. II. Highbridge and its advised funds hold 1,159,000 Ordinary Shares, representing 5.9% of the class, based on 19,738,919 Ordinary Shares outstanding after Breeze’s offering and related transactions described in its May 14, 2026 prospectus and June 2, 2026 current report. Highbridge reports sole voting and dispositive power over these shares, with no shared power. The Highbridge Funds have the right to receive dividends and sale proceeds from the reported shares, while Highbridge notes that the filing does not constitute an admission of beneficial ownership under Section 13.
Breeze Acquisition Corp. II received an amended Schedule 13G from Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. reporting that they no longer beneficially own Class A common stock. Following an internal reorganization effective June 30, 2026, the Reporting Persons report 0 shares beneficially owned, representing 0% of the Class A shares, with no sole or shared voting or dispositive power. This filing is characterized as an exit filing indicating they have ceased to be beneficial owners of more than five percent of the outstanding Class A common stock.
Breeze Acquisition Corp. II has a significant shareholder group filing as passive investors. Glazer Capital, LLC and its managing member, Paul J. Glazer, report beneficial ownership of 922,196 ordinary shares of Breeze Acquisition Corp. II, representing 6.37% of the outstanding class.
The shares are held by funds and managed accounts for which Glazer Capital acts as investment manager, including Glazer Capital Enhanced Master Fund, Ltd., which has the right to receive or direct the proceeds from the sale of more than 5% of the outstanding common stock. Voting and dispositive powers over all reported shares are described as shared, with no sole voting or dispositive power reported.