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.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:970,701 sharesPercent of class owned:6.7%Shared voting power:970,701 shares+1 more
4 metrics
Shares beneficially owned970,701 sharesOrdinary shares of Breeze Acquisition Corp II reported by Goldman Sachs entities
Percent of class owned6.7%Beneficial ownership percentage of Breeze Acquisition Corp II ordinary shares
Shared voting power970,701 sharesShares over which Goldman Sachs entities share voting power
Shared dispositive power970,701 sharesShares over which Goldman Sachs entities share dispositive power
"The securities being reported on by The Goldman Sachs Group, Inc. are owned, or may be deemed to be beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"Shared Voting Power 970,701.00"
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.
shared dispositive powerfinancial
"Shared Dispositive Power 970,701.00"
parent holding companyfinancial
"The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company"
investment adviserfinancial
"Goldman Sachs & Co. LLC ... an investment adviser registered under Section 203 of the Investment Advisers Act"
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 stake does The Goldman Sachs Group, Inc. report in BREZ?
The Goldman Sachs Group, Inc. reports beneficial ownership of 970,701 ordinary shares of Breeze Acquisition Corp II, representing 6.7% of the outstanding class, with voting and dispositive power shared through its subsidiary Goldman Sachs & Co. LLC.
How much voting power do Goldman Sachs entities report over BREZ shares?
The Goldman Sachs entities report 0 shares with sole voting power and 970,701 shares with shared voting power. They also have shared dispositive power over 970,701 shares, indicating joint control over voting and disposition for that block.
What percentage of Breeze Acquisition Corp II does 970,701 shares represent?
The reported 970,701 ordinary shares of Breeze Acquisition Corp II represent 6.7% of the class. This percentage is disclosed directly in the ownership section as the beneficial ownership stake attributed to the Goldman Sachs reporting entities.
Which Goldman Sachs subsidiary holds the BREZ shares reported on this Schedule 13G?
The securities are owned, or may be deemed beneficially owned, by Goldman Sachs & Co. LLC, a broker-dealer and registered investment adviser. Goldman Sachs & Co. LLC is identified as a subsidiary of The Goldman Sachs Group, Inc..
How is Highbridge Capital Management, LLC referenced in the BREZ ownership filing?
Highbridge Capital Management, LLC is named under Ownership of more than 5 Percent on Behalf of Another Person, indicating another party may have rights to dividends or sale proceeds related to more than 5% of the relevant securities.
Do Goldman Sachs reporting units disclaim any beneficial ownership in the BREZ shares?
Yes. Certain Goldman Sachs Reporting Units disclaim beneficial ownership of securities held in client accounts and in certain investment entities they manage, where interests are held by persons other than those reporting units.
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
THE GOLDMAN SACHS GROUP, INC.
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
970,701.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
970,701.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
970,701.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
HC, CO
SCHEDULE 13G
CUSIP Number(s):
G13227106
1
Names of Reporting Persons
GOLDMAN SACHS & CO. 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
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
970,701.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
970,701.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
970,701.00
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)
6.7 %
12
Type of Reporting Person (See Instructions)
BD, OO, IA
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, X1,
75039
Item 2.
(a)
Name of person filing:
THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)
Address or principal business office or, if none, residence:
The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)
Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(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:
See the response(s) to Item 9 on the attached cover page(s).
(b)
Percent of class:
See the response(s)to Item 11 on the attached cover page(s).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
(ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page(s).
(iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s).
(iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s).
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.
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit (99.2)
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.
THE GOLDMAN SACHS GROUP, INC.
Signature:
Name: Sam Prashanth
Name/Title:
Attorney-in-fact
Date:
07/17/2026
GOLDMAN SACHS & CO. LLC
Signature:
Name: Sam Prashanth
Name/Title:
Attorney-in-fact
Date:
07/17/2026
Exhibit Information
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Ordinary shares, par value $0.0001 per share, of BREEZE ACQUISITION CORP II
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: 07/17/2026
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Sam Prashanth
----------------------------------------
Name: Sam Prashanth
Title: Attorney-in-fact
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc.
("GS Group"), as a parent holding company, are owned, or may be deemed to be
beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or
dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. Goldman
Sachs is a subsidiary of GS Group.
"EXHIBIT (99.3)
ITEM 4 INFORMATION
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the ""Release""), this filing reflects the securities
beneficially owned by certain operating units (collectively, the ""Goldman Sachs
Reporting Units"") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, ""GSG""). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units."
