Every 8-K that Breeze Acquisition Corp. II (BREZ) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BREZ and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BREZ filings page.
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.