Breeze Acquisition Corp. II sets automatic unit split

Breeze Acquisition Corp. II announced that its units, which trade under ticker BREZU, will stop trading on June 11, 2026.

Accepted by SEC EDGAR 06/09/2026 - 04:15 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Breeze Acquisition Corp. II announced that its units, which trade under ticker BREZU, will stop trading on June 11, 2026. On that date, the company’s ordinary shares and rights that currently make up each unit will begin trading separately on the Nasdaq Global Market as BREZ (shares) and BREZR (rights).

This is a mandatory, automatic separation and unit holders do not need to take any action. Each unit consists of one ordinary share and one right. Each right entitles the holder to receive one-fifth of an ordinary share after the company completes its initial business combination, with fractional shares rounded down.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Unit separation date: June 11, 2026 Unit composition: 1 ordinary share + 1 right per unit Right conversion ratio: 1/5 of one ordinary share per right +1 more

4 metrics

Unit separation date June 11, 2026 Date when units stop trading and components trade separately

Unit composition 1 ordinary share + 1 right per unit Structure of each Breeze Acquisition Corp. II unit

Right conversion ratio 1/5 of one ordinary share per right Entitlement upon consummation of initial business combination

Rights needed for full share 5 rights for 1 ordinary share Effective number of rights to receive one share at closing

Key Terms

blank check company, initial business combination, rights, unit separation

4 terms

blank check company financial

"Breeze Acquisition Corp. II is a blank check company incorporated in the Cayman Islands"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

initial business combination financial

"Each right entitles the holder to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

rights financial

"Rights, each entitling the holder to receive one-fifth (1/5) of one ordinary share, par value $0.0001"

Rights are special privileges that give existing shareholders the opportunity to buy additional shares of a company's stock before they are offered to the public. They help investors maintain their ownership percentage and can be seen as a way to protect their investment stake. Think of rights like a VIP pass allowing current investors to purchase new shares first, ensuring they can preserve their influence in the company.

unit separation financial

"Breeze Acquisition Corp. II Announces Upcoming Automatic Unit Separation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Breeze Acquisition Corp. II (BREZU) announce in this 8-K?

Breeze Acquisition Corp. II announced that, on June 11, 2026, its units will stop trading and the underlying ordinary shares (BREZ) and rights (BREZR) will trade separately on the Nasdaq Global Market as part of an automatic unit separation.

When will BREZU units stop trading and separate into BREZ and BREZR?

The units will stop trading and separate on June 11, 2026. After that date, only the ordinary shares under ticker BREZ and the rights under ticker BREZR will trade separately on the Nasdaq Global Market for Breeze Acquisition Corp. II investors.

Do holders of Breeze Acquisition Corp. II units need to take any action?

No action is required from unit holders. The separation of BREZU units into ordinary shares (BREZ) and rights (BREZR) is described as mandatory and automatic, meaning investors will receive the underlying securities without needing to submit instructions or forms.

What does each Breeze Acquisition Corp. II unit consist of?

Each unit consists of one ordinary share and one right. The right entitles the holder to receive one-fifth of an ordinary share upon the consummation of the company’s initial business combination, subject to the rounding rules on fractional shares described in the announcement.

How do Breeze Acquisition Corp. II rights convert into ordinary shares?

Each right converts into one-fifth of an ordinary share when the initial business combination closes. No fractional shares are issued, so any fractional amounts are rounded down. Practically, an investor must hold five rights to receive one full ordinary share at conversion.

What type of company is Breeze Acquisition Corp. II and what is its focus?

Breeze Acquisition Corp. II is a blank check company formed to pursue a business combination. It intends to focus its search on targets with global operations and differentiated technology, especially in healthcare, biotechnology, advanced manufacturing, robotics, artificial intelligence, and related sectors.

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

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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): June 9, 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 entitling the holder to receive one-fifth (1/5) of one ordinary share, par value $0.0001	BREZR	The NASDAQ Stock Market LLC

Item 8.01.

Other Events.

On June 9, 2026, Breeze Acquisition Corp. II (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, on June 11, 2026, the Company’s units will no longer trade, and that the Company’s ordinary shares and rights, which together comprise the units, will commence trading separately. The ordinary shares and rights will be listed on the Nasdaq Global Market and trade with the ticker symbols “BREZ” and “BREZR”, respectively. This is a mandatory and automatic separation, and no action is required by the holders of units.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated June 9, 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 and Chief Financial Officer

Dated: June 9, 2026

Exhibit 99.1

Breeze Acquisition Corp. II Announces Upcoming Automatic Unit Separation

Irving, TX, June 09, 2026 (GLOBE NEWSWIRE) – Breeze Acquisition Corp. II (NASDAQ: BREZU) (the “Company”) announced today that, on June 11, 2026, the Company’s units will no longer trade, and that the Company’s ordinary shares and rights, which together comprise the units will commence trading separately. The ordinary shares and rights will be listed on the Nasdaq Global Market and trade with the ticker symbols “BREZ” and “BREZR”, respectively. This is a mandatory and automatic separation, and no action is required by the holders of units.

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. In the separation, unit owners will receive the number of ordinary shares underlying their units and the number of rights underlying such units; however, no fractional shares will be issued upon conversion of any rights. Any holder of rights whose ownership includes a fractional number of underlying shares upon conversion, will be issued a number of shares that is rounded down to the nearest whole share. Accordingly, a holder must have five (5) rights to receive one ordinary share at the closing of the business combination.

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. The Company expressly disclaims any obligations 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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE DATED JUNE 9, 2026 5.3 KB