Magnetar group discloses 1.23M-share Breeze Acquisition (BREZ) position

Rhea-AI Filing Summary

Magnetar-affiliated funds reported a significant stake in Breeze Acquisition Corp. II Class A ordinary shares. As of June 30, 2026, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman, as a group, were deemed beneficial owners of 1,225,000 shares, representing approximately 8.27% of Breeze’s outstanding Class A shares.

The 1,225,000 shares are held across several Magnetar funds, with no sole voting or dispositive power and fully shared voting and dispositive power over the position. The percentage ownership is based on 14,820,000 shares outstanding, as referenced from Breeze’s Form 8-K filed on June 2, 2026. The filing is made jointly under a joint filing agreement, with execution via power of attorney.

Key Figures

Beneficial ownership: 1,225,000 shares Ownership percentage: 8.27% Shares outstanding: 14,820,000 shares +3 more

6 metrics

Beneficial ownership 1,225,000 shares Class A ordinary shares beneficially owned as of June 30, 2026

Ownership percentage 8.27% Percent of Breeze Acquisition Corp. II Class A shares outstanding

Shares outstanding 14,820,000 shares Class A shares outstanding referenced from Form 8-K filed June 2, 2026

Constellation Master Fund allocation 281,750 shares Portion of Breeze Class A shares held for Magnetar Constellation Master Fund, Ltd

Structured Credit Fund allocation 269,500 shares Portion of Breeze Class A shares held for Magnetar Structured Credit Fund, LP

Shared voting and dispositive power 1,225,000 shares Shares over which reporting persons have shared voting and dispositive power

Key Terms

beneficial owner, shared voting power, dispositive power, Rule 13d-3(d)(1)(i), +2 more

6 terms

beneficial owner regulatory

"each of the Reporting Persons were deemed to be the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power regulatory

"Shared Voting Power 1,225,000.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power regulatory

"Shared Dispositive Power 1,225,000.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Rule 13d-3(d)(1)(i) regulatory

"calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares"

Power of Attorney regulatory

"Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

investment adviser financial

"Magnetar Financial serves as the investment adviser to the Magnetar Funds"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

FAQ

What percentage of Breeze Acquisition Corp. II (BREZ) does Magnetar report owning?

Magnetar-affiliated entities report 8.27% beneficial ownership of Breeze Acquisition Corp. II’s Class A ordinary shares. This is based on 1,225,000 shares held versus 14,820,000 shares outstanding as referenced from a June 2, 2026 Form 8-K.

How many Breeze (BREZ) shares do the Magnetar funds collectively hold?

The Magnetar funds collectively hold 1,225,000 Class A shares of Breeze Acquisition Corp. II. These are allocated among several Magnetar funds, including Constellation Master Fund, Structured Credit Fund, and others listed in the ownership breakdown.

Which entities are the reporting persons in this Breeze (BREZ) Schedule 13G?

The reporting persons are Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman. They report beneficial ownership through various Magnetar funds for which Magnetar Financial serves as investment adviser.

How is Magnetar’s 1,225,000-share Breeze (BREZ) position distributed among its funds?

The 1,225,000 shares include 281,750 for Constellation Master Fund, 269,500 for Structured Credit Fund, 208,250 each for Alpha Star, Lake Credit, and Xing He Master Funds, 36,750 for Waterfront Series A Fund, and 12,250 for Capital Master Fund.

What voting and dispositive powers do the Magnetar entities have over Breeze (BREZ) shares?

The reporting persons disclose 0 shares with sole voting or dispositive power and 1,225,000 shares with shared voting and shared dispositive power. Magnetar Financial exercises voting and investment power as investment adviser to the Magnetar funds.

On what share count is Magnetar’s Breeze (BREZ) ownership percentage based?

The reported 8.27% ownership is calculated using 14,820,000 Class A shares outstanding. This outstanding share figure is based on information Breeze Acquisition Corp. II provided in a Form 8-K filed on June 2, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 06:12 AM Accepted by SEC EDGAR 08/13/2026 - 06:12 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BREEZE ACQUISITION CORP. II

(Name of Issuer)

Class A ordinary shares, par value $0.0001

(Title of Class of Securities)

G13227106

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G13227106

1

Names of Reporting Persons

MAGNETAR FINANCIAL LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,225,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,225,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,225,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.27 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP Number(s): G13227106

1

Names of Reporting Persons

MAGNETAR CAPITAL PARTNERS LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,225,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,225,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,225,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.27 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP Number(s): G13227106

1

Names of Reporting Persons

SUPERNOVA MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,225,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,225,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,225,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.27 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP Number(s): G13227106

1

Names of Reporting Persons

DAVID J. SNYDERMAN

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,225,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,225,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,225,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.27 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BREEZE ACQUISITION CORP. II
(b)	Address of issuer's principal executive offices: 955 W. John Carpenter Fwy., Suite 100-929 Irving, TX, 75039
Item 2.
(a)	Name of person filing: This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"): i) Magnetar Financial LLC ("Magnetar Financial"); ii) Magnetar Capital Partners LP ("Magnetar Capital Partners"); iii) Supernova Management LLC ("Supernova Management"); and iv) David J. Snyderman ("Mr. Snyderman"). This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Magnetar Capital Master Fund Ltd ("Capital Master Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund"), a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Magnetar Waterfront Series A LLC ("Waterfront Series A Fund"), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The administrative manager of Supernova Management is Mr. Snyderman.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)	Citizenship: Place of Organization. i) Magnetar Financial is a Delaware limited liability company; ii) Magnetar Capital Partners is a Delaware limited partnership; iii) Supernova Management is a Delaware limited liability company; and iv) Mr. Snyderman is a citizen of the United States of America.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001
(e)	CUSIP Number(s): G13227106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2026, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,225,000 Shares. The amount consists of (A) 281,750 Shares held for the account of Constellation Master Fund; (B) 269,500 Shares held for the account of Structured Credit Fund; (C) 208,250 Shares held for the account of Alpha Star Fund; (D) 208,250 Shares held for the account of Lake Credit Fund; (E) 208,250 Shares held for the account of Xing He Master Fund; (F) 36,750 Shares held for the account of Waterfront Series A Fund; and (G) 12,250 Shares held for the account of Capital Master Fund. The Shares held by the Magnetar Funds represent approximately 8.27% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)	Percent of class: As of June 30, 2026, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 8.27% of the total number of shares outstanding (based upon the information provided by the Issuer in the Form 8-K filed on June 2, 2026 there were approximately 14,820,000 Shares outstanding).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,225,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,225,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MAGNETAR FINANCIAL LLC

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	08/13/2026

MAGNETAR CAPITAL PARTNERS LP

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	08/13/2026

SUPERNOVA MANAGEMENT LLC

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	08/13/2026

DAVID J. SNYDERMAN

Signature:	/s/ Hayley Stein
Name/Title:	Name: Hayley Stein Title: Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	08/13/2026

Comments accompanying signature: MAGNETAR FINANCIAL LLC By: Magnetar Capital Partners LP, its Sole Member By: Supernova Management LLC, its General Partner MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner

Exhibit Information

99.1 Joint Filing Agreement, dated as of August 13, 2026, among the Reporting Persons. 99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on August 13, 2026.