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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
May 12, 2026
BREEZE ACQUISITION CORP. II
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-43280 |
|
N/A |
|
(State or Other Jurisdiction of
Incorporation
or Organization) |
|
(Commission File No.) |
|
(I.R.S. Employer
Identification No.) |
955 W. John Carpenter Fwy., Suite 100-929
Irving, TX 75039
(Address of principal executive offices and zip
code)
(888) 273-9001
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed from
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol (s) |
|
Name of each exchange on which registered |
| Units, each consisting of one ordinary share, $0.0001 par value per share, and one right |
|
BREZU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
BREZ |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-fifth (1/5) of one ordinary share, par value $0.0001 |
|
BREZR |
|
The Nasdaq Stock Market LLC |
Item 1.01. Entry into a Material Definitive
Agreement.
On May 14, 2026, Breeze Acquisition Corp. II (the “Company”)
consummated its initial public offering (“IPO”) of 12,500,000 units (the “Units”). Each Unit consists of one ordinary
share of the Company, par value $0.0001 per share, and one right (the “Rights”). Each Right entitles the holder thereof to
receive one-fifth (1/5) of one ordinary share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company
of $125,000,000. The Company has also granted the underwriters an over-allotment option for 45 days to purchase an additional 1,875,000
Units. On May 14, 2026, the underwriters notified the Company that they would partially exercise the over-allotment option to purchase
an additional 1,500,000 Units.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-291575) for the IPO, originally filed with the U.S. Securities and Exchange Commission on November
17, 2025 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated May 12, 2026, by and between the Company and IB Capital
LLC, as representative of the several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto
and incorporated herein by reference. |
| ● | A Rights Agreement, dated May 12, 2026, by and between the Company and Continental Stock
Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | A Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC,
IB Capital LLC, and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated
herein by reference. |
| ● | An Investment Management Trust Agreement, dated May 12, 2026, by and between the Company
and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein
by reference. |
| ● | A Registration Rights Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor
II, LLC, and IB Capital LLC, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated May 12, 2026, by and between the Company and
Breeze Sponsor II, LLC, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company
and Breeze Sponsor II, LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity Agreements, each dated May 12, 2026, by and between the Company and each of the
officers and directors of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
Item 3.02.
Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO and the closing of the over-allotment
option, pursuant to a Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II,
LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference, the Company completed the private sale of
an aggregate of 470,000 units (the “Private Placement Units”) to Breeze Sponsor II,
LLC, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,700,000. The Private
Placement Units are identical to the Units sold in the IPO except that the Private Placement Units (i) are not transferable, assignable
or saleable until 30 days after the completion of the Company’s initial business combination and (ii) will be entitled to registration
rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was
made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2026, the effective
date of the Registration Statement, Charles M. Balch, Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed to the board
of directors of the Company. The board of directors has determined that the directors are independent directors within the meaning of
applicable SEC and Nasdaq rules. Effective upon their appointment, (i) Rick Baldwin, Michael J. Pine, and Anthony Przybyslawski were appointed
to the board’s audit committee, with Rick Baldwin serving as chair of the audit committee;
(ii) Charles M. Balch, Rick Baldwin, and Michael J. Pine were appointed to the board’s compensation committee, with Michael J. Pine
serving as chair of the compensation committee; and (iii) Charles M. Balch, Michael J. Pine, and Anthony Przybyslawski were appointed
to the board’s nominating and corporate governance committee, with Anthony Przybyslawski
serving as chair of the nominating and corporate governance committee.
In connection with their appointments
to the board of directors, each director and the Company’s then-serving director, J. Douglas Ramsey, and the Company’s Vice
President and Corporate Controller, Richard Cabell, entered into indemnity agreements with the Company, a form of which is attached as
Exhibit 10.6 hereto.
Other than the foregoing,
none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors,
nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On May 13, 2026, the Company’s
Amended and Restated Memorandum and Articles of Association became effective. The Amended and Restated Memorandum and Articles of Association
is attached as Exhibit 3.1 hereto and the full text of such exhibit is incorporated by reference herein.
Item 8.01. Other Events.
A total of $140,350,000 of the net proceeds from the IPO and the sale
of the Private Placement Units were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company,
acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to
pay its income taxes and up to $100,000 in dissolution expenses, the funds held in the trust account will not be released from the trust
account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s
public shares if the Company is unable to complete its initial business combination within 12 months from the closing of the IPO, subject
to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote
to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or
to redeem 100% of the Company’s public shares if it has not consummated its initial business combination within 12 months from the
closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business
combination activity.
On May 12, 2026, the Company
issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On May 14, 2026, the Company
issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
On May 15, 2026, the Company issued a press release announcing the closing of the underwriters’ partial
exercise of the over-allotment option, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated May 12, 2026, by and between the Company and IB Capital LLC, as representative of the several underwriters. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 4.1 |
|
Rights Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. |
| 10.1 |
|
Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC, IB Capital LLC, and each of the officers and directors of the Company. |
| 10.2 |
|
Investment Management Trust Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated May 12, 2026, by and among the Company and the Holders signatory thereto. |
| 10.4 |
|
Administrative Services Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II, LLC. |
| 10.5 |
|
Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II, LLC. |
| 10.6 |
|
Form of Indemnity Agreement, each dated May 12, 2026, by and between the Company and each of the officers and directors of the Company. |
| 99.1 |
|
Press Release, dated May 12, 2026. |
| 99.2 |
|
Press Release, dated May 14, 2026. |
| 99.3 |
|
Press Release, dated May 15, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
BREEZE ACQUISITION CORP. II |
| |
|
|
| |
By: |
/s/ J. Douglas Ramsey |
| |
|
J. Douglas Ramsey, Ph.D. |
| |
|
Chief Executive Officer |
Dated: May 15, 2026
Exhibit 99.1
Breeze Acquisition Corp. II Announces Pricing of $125,000,000 Initial
Public Offering
Irving, TX, May 12, 2026 (GLOBE NEWSWIRE) -- Breeze
Acquisition Corp. II (the “Company”) announced today that it priced its initial public offering of 12,500,000 units at a price
to the public of $10.00 per unit. The units are expected to commence trading on May 13, 2026 on the Nasdaq Global Market under the symbol
“BREZU.”
Each unit consists of one ordinary share and one
right. Each right entitles the holder to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination.
Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be traded on the Nasdaq
Global Market under the symbols “BREZ” and “BREZR,” respectively.
IB Capital LLC and I-Bankers Securities, Inc.
are acting as book-running managers of the offering. The underwriters have been granted a 45-day option to purchase up to an additional
1,875,000 units offered by the Company to cover over-allotments, if any. The offering is expected to close on or about May 14, 2026, subject
to customary closing conditions.
The offering is being made only by means of a
prospectus. When available, copies of the prospectus related to this offering may be obtained from IB Capital LLC at 51 Kings Court St;
PH, San Juan, PR 00911.
A registration statement relating to the securities
was declared effective by the Securities and Exchange Commission (“SEC”) on May 12, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.
About Breeze Acquisition Corp. II
Breeze Acquisition Corp. II is a blank check company
incorporated in the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses or entities. The Company intends to focus its initial search on target
businesses with global operations and differentiated technology or capabilities, particularly in healthcare, biotechnology, advanced manufacturing,
robotics, artificial intelligence, and related sectors. The net proceeds of the offering will be used to fund such business combination.
Forward-Looking Statements
This press release includes forward-looking statements
that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements,
including with respect to the closing of the initial public offering and the anticipated use of the net proceeds thereof, are subject
to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth
in the risk factors section of the prospectus used in connection with the Company’s initial public offering filed with the SEC,
copies of which are available on the SEC’s website, at www.sec.gov. No assurance
can be given the offering discussed above will be completed on the terms described, or at all, or the net proceeds of the offering will
be used as indicated. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change
in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
J. Douglas Ramsey
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy
Suite 100-929
Irving, TX 75039
(888) 273-9001
Exhibit 99.2
Breeze Acquisition
Corp. II Announces Closing of $125,000,000 Initial Public Offering
Irving, TX, May 14,
2026 (GLOBE NEWSWIRE) -- Breeze Acquisition Corp. II (NASDAQ: BREZU) (the “Company”) announced today the closing of its
initial public offering of 12,500,000 units, at a price to the public of $10.00 per unit. The units began trading on the Nasdaq Global
Market under the symbol “BREZU” on May 13, 2026.
Each unit consists of one ordinary share and one
right. Each right entitles the holder to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination.
Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be traded on the Nasdaq
Global Market under the symbols “BREZ” and “BREZR,” respectively.
IB Capital LLC and I-Bankers Securities, Inc.
acted as book-running managers of the offering.
ArentFox Schiff LLP acted as counsel to the Company
and Allen Overy Shearman Sterling US LLP acted as counsel to the underwriters.
The offering was made
only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from IB Capital LLC at 51 Kings Court Street, PH, San Juan, PR 00911.
A registration statement relating to the securities
was declared effective by the Securities and Exchange Commission (“SEC”) on May 12, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.
About Breeze Acquisition Corp. II
Breeze Acquisition Corp. II is a blank check company
incorporated in the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses or entities. The Company intends to focus its initial search on target
businesses with global operations and differentiated technology or capabilities, particularly in healthcare, biotechnology, advanced manufacturing,
robotics, artificial intelligence, and related sectors. The net proceeds of the offering will be used to fund such business combination.
Forward-Looking Statements
This press release includes
forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial
public offering filed with the SEC, copies of which are available on the SEC’s website, at www.sec.gov. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect
any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any
statement is based, except as required by law.
Contact:
J. Douglas Ramsey
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy
Suite 100-929
Irving, TX 75039
(888) 273-9001
Exhibit 99.3
Breeze Acquisition
Corp. II Announces Closing of $15,000,000 Over-Allotment Option
Irving, TX, May 15,
2026 (GLOBE NEWSWIRE) – Breeze Acquisition Corp. II (NASDAQ: BREZU) (the “Company”) announced today the closing
of the underwriters’ partial exercise of the over-allotment option of 1,500,000 units, at a price to the public of $10.00 per unit,
for an aggregate initial public offering of 14,000,000 units. The units began trading on the Nasdaq Global Market under the symbol “BREZU”
on May 13, 2026.
Each unit consists of one ordinary share and one
right. Each right entitles the holder to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination.
Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be traded on the Nasdaq
Global Market under the symbols “BREZ” and “BREZR,” respectively.
IB Capital LLC and I-Bankers Securities, Inc.
acted as book-running managers of the offering.
ArentFox Schiff LLP acted as counsel to the Company
and Allen Overy Shearman Sterling US LLP acted as counsel to the underwriters.
The offering was made
only by means of a prospectus. Copies of the prospectus related to this offering may be obtained from IB Capital LLC at 51 Kings Court
Street, PH, San Juan, PR 00911.
A registration statement relating to the securities
was declared effective by the Securities and Exchange Commission (“SEC”) on May 12, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.
About Breeze Acquisition Corp. II
Breeze Acquisition Corp. II is a blank check company
incorporated in the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses or entities. The Company intends to focus its initial search on target
businesses with global operations and differentiated technology or capabilities, particularly in healthcare, biotechnology, advanced manufacturing,
robotics, artificial intelligence, and related sectors. The net proceeds of the offering will be used to fund such business combination.
Forward-Looking Statements
This press release includes
forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking
statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial
public offering filed with the SEC, copies of which are available on the SEC’s website, at www.sec.gov. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect
any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any
statement is based, except as required by law.
Contact:
J. Douglas Ramsey
Breeze Acquisition Corp. II
955 W. John Carpenter Fwy
Suite 100-929
Irving, TX 75039
(888) 273-9001
