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  4. [8-K] Breeze Acquisition Corp. II Reports Material Event

Breeze Acquisition (NASDAQ: BREZ) faces Nasdaq compliance clock

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Non-compliance with Nasdaq reporting rule and listing risk: Breeze Acquisition Corp. II has not filed its Form 10-Qs for March 31, 2026 and June 30, 2026, triggering a Nasdaq notice under Rule 5250(c)(1) and creating a potential path to delisting if compliance is not regained.

Insights

Analyzing...

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Delinquent periods Quarters ended March 31, 2026 and June 30, 2026 Form 10-Q filings not submitted, causing Nasdaq non-compliance
Plan submission window 30 calendar days, until September 21, 2026 Period granted to submit a plan to regain Nasdaq compliance
Maximum exception period Up to 180 calendar days, until December 28, 2026 Potential extension from initial delinquent filing’s due date if plan accepted
Trading symbols BREZ and BREZR Ordinary shares and rights listed on The Nasdaq Stock Market LLC
Ordinary share par value $0.0001 per share Par value of Breeze Acquisition Corp. II ordinary shares
Nasdaq Listing Rule 5250(c)(1) regulatory
"the Company no longer complies with Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Nasdaq Listing Rule 5810(b) regulatory
"As required under Nasdaq Listing Rule 5810(b), on August 21, 2026"
blank check company financial
"Breeze Acquisition Corp. II is a blank check company incorporated"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
forward-looking statements regulatory
"This press release includes “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

Why did Breeze Acquisition Corp. II (BREZ) receive a notice from Nasdaq?
Breeze Acquisition Corp. II received a Nasdaq notice because it has not filed its Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, violating Nasdaq Listing Rule 5250(c)(1) requiring timely filing of periodic reports.

Does the Nasdaq notice immediately affect trading in BREZ securities?
No. The company states the Nasdaq notice has no immediate effect on the listing or trading of its ordinary shares and rights on The Nasdaq Stock Market. Future impact depends on whether Breeze Acquisition Corp. II regains compliance within the allowed timeframe.

How long does Breeze Acquisition Corp. II (BREZ) have to regain Nasdaq compliance?
Breeze Acquisition Corp. II has 30 calendar days, until September 21, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the initial delinquent filing’s due date, potentially until December 28, 2026.

What happens if Nasdaq does not accept BREZ’s compliance plan?
If Nasdaq does not accept the company’s plan to regain compliance, Breeze Acquisition Corp. II will have the opportunity to appeal to a Nasdaq Hearings Panel. The company notes there is no assurance that any exception will be granted or that conditions will be met.

What type of company is Breeze Acquisition Corp. II (BREZ)?
Breeze Acquisition Corp. II is described as a blank check company incorporated in the Cayman Islands, formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

What forward-looking risks does BREZ highlight regarding regaining compliance?
The company notes risks around its ability to respond to Nasdaq’s inquiries, become current with SEC reports, and the possibility that completion and filing of the delinquent reports may take longer than expected, meaning compliance and continued listing are not assured.

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Understanding 8-K Material Events →
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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): August 20, 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)   (Commission File Number)   (IRS Employer Identification No.)

 

955 W. John Carpenter Fwy., Suite 100-929    
Irving, Texas   75039
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (888) 273-9001

 

N/A

(Former name or former address, if changed since 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:

 

☐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-4(c))

 

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

 

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

 

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. ☐

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 20, 2026, Breeze Acquisition Corp. II (the “Company”) 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 (the “Initial Delinquent Filing”) and its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (together with the Initial Delinquent Filing, 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 “SEC”).

 

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 (the “Plan”). 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 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. However, there can be no assurance that the Company will take the steps necessary to regain compliance within the required period, that the Plan will be accepted by Nasdaq, that the Company will be granted an exception, or that the Company will be able to meet the conditions of any exception or the continued listing requirements during any compliance period that may be granted.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains 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.

 

1

 

Item 7.01. Regulation FD Disclosure.

 

As required under Nasdaq Listing Rule 5810(b), on August 21, 2026, the Company issued a press release announcing receipt of the Notice from Nasdaq. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

 

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release of Breeze Acquisition Corp. II, dated August 21, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities 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, Ph.D.
    Chief Executive Officer and Chief Financial Officer

 

Dated: August 21, 2026

 

3

 

Exhibit 99.1

 

Breeze Acquisition Corp. II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Reports on Form 10-Q

 

IRVING, Texas, Aug. 21, 2026 (GLOBE NEWSWIRE) – August 21, 2026 – 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

 

 

Source: View Original Filing on SEC EDGAR

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