Highbridge Capital (BREZ) discloses 1.16M-share, 5.9% position in Breeze Acquisition II

Rhea-AI Filing Summary

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.

Key Figures

Shares beneficially owned: 1,159,000 Ordinary Shares Ownership percentage: 5.9% Total shares outstanding baseline: 19,738,919 Ordinary Shares +4 more

7 metrics

Shares beneficially owned 1,159,000 Ordinary Shares Beneficial ownership reported by Highbridge Capital Management, LLC

Ownership percentage 5.9% Portion of Breeze Acquisition Corp. II Ordinary Shares class held by Highbridge Funds

Total shares outstanding baseline 19,738,919 Ordinary Shares Aggregate Ordinary Shares used to calculate ownership percentage

Sole voting power 1,159,000 Ordinary Shares Shares over which Highbridge has sole power to vote or direct the vote

Sole dispositive power 1,159,000 Ordinary Shares Shares over which Highbridge has sole power to dispose or direct disposition

Forfeited shares 131,757 Ordinary Shares Forfeiture included in calculation of 19,738,919 shares outstanding

Reporting date reference 06/30/2026 Date reference on the ownership cover information

Key Terms

beneficial owner, Sole Voting Power, Sole Dispositive Power, Schedule 13G, +1 more

5 terms

beneficial owner regulatory

"the beneficial owner of the securities reported herein"

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.

Sole Voting Power regulatory

"5 | Sole Voting Power 1,159,000.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power regulatory

"7 | Sole Dispositive Power 1,159,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13G regulatory

"This statement is filed by Highbridge Capital Management, LLC"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

over-allotment option financial

"partial exercise of the underwriters' over-allotment option and the forfeiture"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

FAQ

What percentage of Breeze Acquisition Corp. II (BREZ) does Highbridge Capital Management report owning?

Highbridge Capital Management reports beneficial ownership of 5.9% of Breeze Acquisition Corp. II’s Ordinary Shares. This percentage is based on 19,738,919 shares outstanding following the company’s offering and related transactions described in its 2026 prospectus and Form 8-K.

How many Breeze Acquisition Corp. II (BREZ) shares are reported by Highbridge Capital Management?

Highbridge Capital Management, through the Highbridge Funds, reports holding 1,159,000 Ordinary Shares of Breeze Acquisition Corp. II. These shares give Highbridge sole voting and sole dispositive power, with no shared voting or dispositive authority reported.

What is the total share count used to calculate Highbridge’s 5.9% stake in BREZ?

The reported 5.9% ownership is calculated using an aggregate of 19,738,919 Breeze Acquisition Corp. II Ordinary Shares. This figure reflects the post-offering share count after a private placement, partial over-allotment exercise, and forfeiture of 131,757 shares.

Who has rights to dividends and sale proceeds on Highbridge’s BREZ shares?

The Highbridge Funds have the right to receive, or direct the receipt of, dividends and proceeds from the sale of the Breeze Acquisition Corp. II Ordinary Shares reported. Highbridge acts as investment adviser and disclaims admission of beneficial ownership for Section 13 purposes.

Does Highbridge share voting or dispositive power over its BREZ holdings?

Highbridge reports sole voting power and sole dispositive power over 1,159,000 Breeze Acquisition Corp. II Ordinary Shares. The filing shows zero shared voting power and zero shared dispositive power in the relevant cover-page ownership fields.

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

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Available on EDGAR 08/14/2026 - 12:34 PM Accepted by SEC EDGAR 08/14/2026 - 12:33 PM 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)

Ordinary Shares, par value $0.0001 per share

(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

Highbridge Capital 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 1,159,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,159,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,159,000.00

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)

5.9 %

12

Type of Reporting Person (See Instructions)

IA, OO

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 by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the ordinary shares, par value $0.0001 per share ("Ordinary Shares"), of Breeze Acquisition Corp II, a Cayman Islands exempted company (the "Issuer"), directly held by the Highbridge Funds; The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)	Citizenship: Highbridge is a Delaware limited liability company.
(d)	Title of class of securities: Ordinary Shares, par value $0.0001 per share
(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: The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 19,738,919 Ordinary Shares, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on May 14, 2026, and in the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 2, 2026, after giving effect to the completion of the offering, the consummation of the simultaneous private placement, the partial exercise of the underwriters' over-allotment option and the forfeiture of 131,757 Ordinary Shares, all as described therein.
(b)	Percent of class: 5.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares reported herein.
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.

Highbridge Capital Management, LLC

Signature:	/s/ Kirk Rule
Name/Title:	By: Kirk Rule, Executive Director
Date:	08/14/2026