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Breeze Acquisition Corp. II (BREZU) sponsor buys 470K shares, forfeits 131,757

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Breeze Sponsor II, LLC, a 10% owner of Breeze Acquisition Corp. II, reported several changes in its holdings of ordinary shares. It bought 470,000 shares on May 14–15, 2026 through units purchased at $10 per unit, with each unit containing one share and a right to receive one-fifth of a share after a business combination. On May 15, 2026, the sponsor also forfeited 131,757 ordinary shares at no cost in connection with completion of the underwriters’ over-allotment option. After these transactions, the sponsor held 5,380,676 ordinary shares directly.

Positive

  • None.

Negative

  • None.
Insider Breeze Sponsor II, LLC
Role null
Bought 470,000 shs ($0.00)
Type Security Shares Price Value
Purchase Ordinary Shares 22,500 $0.00 --
Other Ordinary Shares 131,757 $0.00 --
Purchase Ordinary Shares 447,500 $0.00 --
Holdings After Transaction: Ordinary Shares — 5,380,676 shares (Direct, null)
Footnotes (1)
  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. 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.
Shares purchased 470,000 shares Ordinary shares acquired via units on May 14–15, 2026
Forfeited shares 131,757 shares Ordinary shares forfeited at no cost on May 15, 2026
Unit purchase price $10 per unit Price paid for 470,000 Breeze Acquisition Corp. II units
Post-transaction holdings 5,380,676 shares Ordinary shares held directly by Breeze Sponsor II, LLC after transactions
Rights per unit 1 right = 1/5 share Each unit includes a right for one-fifth of an ordinary share
over-allotment option financial
"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"
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.
unit financial
"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"
A unit is a single, indivisible investment instrument sold and traded as one package, often made up of two or more pieces such as a share combined with a warrant or a debt piece. Thinking of it like a combo meal at a restaurant helps: you buy one item that includes separate parts, and each part affects what you own, how you can sell it, and the potential future value or dilution for investors.
right to receive one-fifth (1/5) of an ordinary share financial
"Each unit consists of one ordinary share and one right to receive one-fifth (1/5) of an ordinary share"
10% owner financial
"Breeze Sponsor II, LLC, a 10% owner of Breeze Acquisition Corp. II"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Breeze Sponsor II, LLC
(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)
DirectorX10% Owner
Officer (give title below)XOther (specify below)
Sponsor entity
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/14/2026P447,500A(1)5,358,176D
Ordinary Shares05/15/2026P22,500A(1)5,380,676D
Ordinary Shares05/15/2026J(2)131,757D$05,248,919D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. 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, Managing Member05/15/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Breeze Sponsor II, LLC report for Breeze Acquisition Corp. II (BREZU)?

Breeze Sponsor II, LLC reported buying 470,000 ordinary shares and forfeiting 131,757 shares. The purchases occurred through units and the forfeiture related to completion of the underwriters’ over-allotment option for the company’s initial public offering.

How many Breeze Acquisition Corp. II shares did Breeze Sponsor II, LLC purchase?

The sponsor purchased 470,000 ordinary shares in total. These shares were included in units acquired at $10 per unit, with each unit consisting of one ordinary share and a right to receive one-fifth of an ordinary share after a business combination.

At what price did Breeze Sponsor II, LLC acquire units of Breeze Acquisition Corp. II (BREZU)?

Breeze Sponsor II, LLC acquired 470,000 Breeze Acquisition Corp. II units at $10 per unit. Each unit includes one ordinary share plus a right to receive one-fifth of an ordinary share upon completion of an initial business combination by the company.

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

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

What is Breeze Sponsor II, LLC’s shareholding in Breeze Acquisition Corp. II after these transactions?

After the reported transactions, Breeze Sponsor II, LLC directly holds 5,380,676 ordinary shares. This figure reflects the net effect of acquiring 470,000 shares through units and forfeiting 131,757 shares related to the underwriters’ over-allotment option in the initial public offering.

What do the Breeze Acquisition Corp. II units held by Breeze Sponsor II, LLC consist of?

The 470,000 units include one ordinary share and one right each. Every right entitles the holder to receive one-fifth of an ordinary share upon consummation of an initial business combination by Breeze Acquisition Corp. II, providing additional potential equity beyond the initial shares.