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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) 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.
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.
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.
Breeze Acquisition Corp. II received an amended Schedule 13G from Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. reporting that they no longer beneficially own Class A common stock. Following an internal reorganization effective June 30, 2026, the Reporting Persons report 0 shares beneficially owned, representing 0% of the Class A shares, with no sole or shared voting or dispositive power. This filing is characterized as an exit filing indicating they have ceased to be beneficial owners of more than five percent of the outstanding Class A common stock.
Breeze Acquisition Corp. II has a significant shareholder group filing as passive investors. Glazer Capital, LLC and its managing member, Paul J. Glazer, report beneficial ownership of 922,196 ordinary shares of Breeze Acquisition Corp. II, representing 6.37% of the outstanding class.
The shares are held by funds and managed accounts for which Glazer Capital acts as investment manager, including Glazer Capital Enhanced Master Fund, Ltd., which has the right to receive or direct the proceeds from the sale of more than 5% of the outstanding common stock. Voting and dispositive powers over all reported shares are described as shared, with no sole voting or dispositive power reported.
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.