Breeze Acquisition insider buys 470K shares via sponsor

Breeze Acquisition Corp. II director and executive Dr. Douglas Ramsey, through Breeze Sponsor II, LLC, reported net purchases of ordinary shares alongside a share forfeiture.

Rhea-AI Filing Summary

Breeze Acquisition Corp. II director and executive Dr. Douglas Ramsey, through Breeze Sponsor II, LLC, reported net purchases of ordinary shares alongside a share forfeiture. On May 14, 2026 and May 15, 2026, the sponsor acquired a total of 470,000 ordinary shares indirectly in open-market or private transactions. These shares are included within 470,000 BREZ units bought for $10 per unit, with each unit consisting of one ordinary share and a right to receive one-fifth of an ordinary share upon an initial business combination. Also on May 15, 2026, the sponsor forfeited 131,757 ordinary shares at no cost in connection with the completion of the underwriters’ over-allotment option for the company’s IPO units. Following these transactions, Dr. Ramsey, through the sponsor, indirectly held 5,248,919 ordinary shares, while disclaiming beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

Net Buyer: 470,000 shares

Net Buy 3 txns

Insider RAMSEY J DOUGLAS

Role CEO, CFO, Chairman

Bought 470,000 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Ordinary Shares	22,500	$0.00	$0.00
Other	Ordinary Shares	131,757	$0.00	$0.00
Purchase	Ordinary Shares	447,500	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 5,248,919 shares (Indirect, By Breeze Sponsor II, LLC)

Footnotes (3)

1. F1. The reported securities are included within 470,000 BREZ units (including 22,500 BREZ units pursuant to the underwriters' partial exercise of the over-allotment option) purchased by the reporting person for $10 per unit. Each unit consists of one ordinary share and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination.
2. F2. Dr. Ramsey is the managing member of Breeze Sponsor II, LLC. As the managing member of the sponsor, Dr. Ramsey holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Dr. Ramsey disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
3. F3. On May 15, 2026, Breeze Sponsor II, LLC forfeited at no cost 131,757 ordinary shares of the Issuer in connection with the completion of the option granted to the underwriters of the Issuer's initial public offering of units to cover any over-allotments.

Key Figures

Ordinary shares bought: 470,000 shares Shares forfeited: 131,757 shares Indirect holdings after transactions: 5,380,676 shares +4 more

7 metrics

Ordinary shares bought 470,000 shares Indirectly acquired by Breeze Sponsor II, LLC on May 14-15, 2026

Shares forfeited 131,757 shares Forfeited at no cost on May 15, 2026 in connection with IPO over-allotment option

Indirect holdings after transactions 5,380,676 shares Ordinary shares indirectly held through Breeze Sponsor II, LLC following reported transactions

Units purchased 470,000 units BREZ units including over-allotment portion linked to reported securities

Unit purchase price $10 per unit Price paid for 470,000 BREZ units containing shares and rights

May 14, 2026 purchase 447,500 shares Ordinary shares bought indirectly by Breeze Sponsor II, LLC

May 15, 2026 purchase 22,500 shares Ordinary shares bought indirectly by Breeze Sponsor II, LLC

Key Terms

over-allotment option, initial public offering, units, ordinary share, +1 more

5 terms

over-allotment option financial

"option granted to the underwriters of the Issuer's initial public offering of units to cover any over-allotments"

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.

initial public offering financial

"the underwriters of the Issuer's initial public offering of units to cover any over-allotments"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

units financial

"470,000 BREZ units (including 22,500 BREZ units pursuant to the underwriters' partial exercise of the over-allotment option)"

Units are bundled securities sold as one package in a financing—commonly a share paired with an instrument that gives the holder the right to buy more shares later. For investors this matters because a unit’s extra component can change future supply of shares and potential returns, similar to buying a combo with a coupon that can be redeemed later and alter what you actually receive and what others might own.

ordinary share financial

"Each unit consists of one ordinary share and one right to receive one-fifth (1/5) of an ordinary share"

An ordinary share is a unit of ownership in a company that gives the holder a stake in its profits and usually the right to vote on key decisions. Think of it like a slice of a pizza where each slice entitles you to a portion of what’s left after bills are paid; value can rise or fall with the business and may pay dividends, so it matters to investors for income, growth and control.

beneficial ownership financial

"Dr. Ramsey disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest"

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.

FAQ

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

What insider transactions did Breeze Acquisition Corp. II (BREZU) report for Dr. Douglas Ramsey?

Dr. Douglas Ramsey, via Breeze Sponsor II, LLC, reported indirect purchases and a forfeiture of ordinary shares. The sponsor bought 470,000 ordinary shares over two days and forfeited 131,757 shares at no cost related to the IPO over-allotment option.

How many Breeze Acquisition Corp. II shares were purchased in this Form 4 for BREZU?

The filing shows 470,000 ordinary shares acquired indirectly by Breeze Sponsor II, LLC. These shares are included within 470,000 BREZ units purchased for $10 per unit, each unit containing one ordinary share and a fractional-share right.

Why did Breeze Sponsor II, LLC forfeit 131,757 Breeze Acquisition Corp. II shares?

Breeze Sponsor II, LLC forfeited 131,757 ordinary shares at no cost on May 15, 2026. The forfeiture occurred in connection with completion of the underwriters’ option to cover over-allotments from the company’s initial public offering of units.

What is Dr. Ramsey’s indirect ownership in Breeze Acquisition Corp. II after these transactions?

After the reported transactions, Dr. Ramsey, through Breeze Sponsor II, LLC, indirectly held 5,380,676 ordinary shares. He is the sponsor’s managing member and disclaims beneficial ownership beyond any pecuniary interest he may have in those securities.

How are the 470,000 Breeze Acquisition Corp. II units structured in this Form 4?

The 470,000 BREZ units were purchased for $10 per unit. Each unit consists of one ordinary share and one right to receive one-fifth of an ordinary share upon completion of Breeze Acquisition Corp. II’s initial business combination, according to the filing footnote.

Does Dr. Ramsey directly hold Breeze Acquisition Corp. II shares in this Form 4?

All reported positions are held indirectly through Breeze Sponsor II, LLC. The filing notes Dr. Ramsey is the managing member with voting and investment discretion but disclaims beneficial ownership of sponsor-held securities beyond his direct or indirect pecuniary interest.

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

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Accepted by SEC EDGAR 05/15/2026 - 05:47 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RAMSEY J DOUGLAS

(Last) (First) (Middle)

C/O BREEZE ACQUISITION CORP. II

955 W. JOHN CARPENTER FWY, SUITE 100-929

(Street)

IRVING TEXAS 75039

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Breeze Acquisition Corp. II [ BREZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, CFO, Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/14/2026		P		447,500	A	(1)	5,358,176	I	By Breeze Sponsor II, LLC(2)
Ordinary Shares	05/15/2026		P		22,500	A	(1)	5,380,676	I	By Breeze Sponsor II, LLC(2)
Ordinary Shares	05/15/2026		J(3)		131,757	D	$0	5,248,919	I	By Breeze Sponsor II, LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities are included within 470,000 BREZ units (including 22,500 BREZ units pursuant to the underwriters' partial exercise of the over-allotment option) purchased by the reporting person for $10 per unit. Each unit consists of one ordinary share and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination.

2. Dr. Ramsey is the managing member of Breeze Sponsor II, LLC. As the managing member of the sponsor, Dr. Ramsey holds voting and investment discretion with respect to the ordinary shares held of record by the sponsor. Dr. Ramsey disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. On May 15, 2026, Breeze Sponsor II, LLC forfeited at no cost 131,757 ordinary shares of the Issuer in connection with the completion of the option granted to the underwriters of the Issuer's initial public offering of units to cover any over-allotments.

	/s/ J. Douglas Ramsey	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)