Breeze Acquisition Corp. II (BREZU) sponsor discloses 5.25M-share, 26.6% holding

Rhea-AI Filing Summary

Breeze Sponsor II, LLC and J. Douglas Ramsey report a 5,248,919‑share position, or 26.6% of the ordinary shares of Breeze Acquisition Corp. II. The stake comes mainly from 4,778,919 founder shares and 470,000 shares in private units, excluding shares underlying private rights that are not convertible within 60 days.

The Sponsor paid $25,000 for 5,050,676 founder shares and $4,700,000 for 470,000 private units, each unit including one share and one right to receive one‑fifth of a share upon a business combination. A letter agreement commits insiders to vote in favor of a business combination, refrain from redeeming their shares, and support certain charter provisions, while registration rights allow multiple future resale registrations. Working capital loans of up to 150,000 units at $10.00 per unit may be convertible into additional units.

Key Figures

Beneficial ownership: 5,248,919 shares Ownership percentage: 26.6% Shares outstanding: 19,738,919 shares +5 more

8 metrics

Beneficial ownership 5,248,919 shares Ordinary shares beneficially owned, representing 26.6% of class

Ownership percentage 26.6% Portion of 19,738,919 ordinary shares outstanding

Shares outstanding 19,738,919 shares Ordinary shares outstanding including public, founder, representative and private placement shares

Founder shares cost $25,000 Aggregate price paid for 5,050,676 founder shares

Private units purchase $4,700,000 Aggregate price for 470,000 private units

Private units count 470,000 units Each unit has one share and one right for 1/5 share

Working capital convertibility $1,500,000 Potential conversion of loans into units at $10.00 per unit

Founder shares remaining 4,778,919 shares Founder shares held by Sponsor after transfers and forfeiture

Key Terms

Founder Shares, Private Units, Working Capital Units, Registration Rights Agreement, +2 more

6 terms

Founder Shares financial

"for a total of 5,050,676 ordinary shares (the "Founder Shares") for no additional consideration."

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

Private Units financial

"the Sponsor purchased an aggregate of 470,000 private units (the "Private Units") from the Issuer"

Working Capital Units financial

"up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit ("Working Capital Units")."

Registration Rights Agreement financial

"Pursuant to the Registration Rights Agreement, dated as of May 12, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Letter Agreement financial

"On May 12, 2026, the Issuer entered into a letter agreement (the "Letter Agreement") with the Reporting Person"

initial business combination financial

"upon the consummation of our initial business combination, subject to adjustment."

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Breeze Acquisition Corp. II

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G13227106

(CUSIP Number)

Breeze Acquisition Corp. II
955 W. John Carpenter Fwy., Suite 100-929
Irving, TX, 75039
(888) 273-9001

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G13227106

1

Name of reporting person

Breeze Sponsor II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,248,919.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,248,919.00

11

Aggregate amount beneficially owned by each reporting person

5,248,919.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Consists of ordinary shares of the Issuer, $0.0001 par value ("Ordinary Shares"). These securities are held directly by Breeze Sponsor II, LLC (the "Sponsor") and indirectly by J. Douglas Ramsey, who is the managing member of the Sponsor. Mr. Ramsey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): G13227106

1

Name of reporting person

J. Douglas Ramsey

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,248,919.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,248,919.00

11

Aggregate amount beneficially owned by each reporting person

5,248,919.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Consists of ordinary shares of the Issuer, $0.0001 par value ("Ordinary Shares"). These securities are held directly by Breeze Sponsor II, LLC (the "Sponsor") and indirectly by J. Douglas Ramsey, who is the managing member of the Sponsor. Mr. Ramsey disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.0001 per share
(b)	Name of Issuer: Breeze Acquisition Corp. II
(c)	Address of Issuer's Principal Executive Offices: 955 W. John Carpenter Fwy., Suite 100-929, Irving, TEXAS , 75039.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by Breeze Sponsor II, LLC (the "Sponsor") and J. Douglas Ramsey (together, the "Reporting Persons").
(b)	The principal business address of the Reporting Persons is 955 W. John Carpenter Fwy., Suite 100-929, Irving, TX 75039.
(c)	The Sponsor's sole business is to act as the Issuer's sponsor in connection with the Issuer's initial public offering (the "IPO"). Mr. Ramsey is the sole managing member of the Sponsor.
(d)	During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding violation with respect to such laws.
(f)	The Sponsor is a Delaware limited liability company. Mr. Ramsey is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	Funds for the purchase of securities reported herein were derived from available working capital of the Sponsor. The Sponsor paid the Issuer $25,000 for the Founder Shares (as defined in Item 4) and $4,700,000 for the Private Units (as defined in Item 4).
Item 4.	Purpose of Transaction
	Founder Shares On September 4, 2025, pursuant to the terms of the Securities Subscription Agreement between the Sponsor and the Issuer, the Sponsor purchased 4,791,667 ordinary shares of the Issuer for an aggregate purchase price of $25,000 in cash, or approximately $0.00522 per share. On October 21, 2025, pursuant to the terms of the Amended and Restated Securities Subscription Agreement between the Sponsor and the Issuer, the Sponsor purchased an additional 259,009 ordinary shares of the Issuer for a total of 5,050,676 ordinary shares (the "Founder Shares") for no additional consideration. On May 14, 2026, the Sponsor transferred 35,000 Founder Shares to each of the director nominees, resulting in the Sponsor holding 4,910,676 Founder Shares. Because the underwriters did not exercise the over-allotment option in full, 131,757 Founder Shares of the Sponsor were forfeited for no consideration, resulting in the Sponsor holding 4,778,919 Founder Shares. Private Units On May 14, 2026 and May 15, 2026, as part of the private placement units purchase agreement dated May 12, 2026 (the "Private Placement Units Subscription Agreement"), the Sponsor purchased an aggregate of 470,000 private units (the "Private Units") from the Issuer for an aggregate purchase price of $4,700,000. Each Private Unit consists of one ordinary share and one right ("Private Rights"), each right entitles the holder thereof to receive one-fifth (1/5) of one ordinary share upon the consummation of our initial business combination, subject to adjustment. The Private Units are identical to the Public Units. If the Private Units are held by holders other than the initial purchasers or their permitted transferees, then the Private Units will be redeemable by the Issuer and exercisable by the holders on the same basis as the Public Units. The Private Units will not be transferable, assignable or saleable until after the completion of the Issuer's initial business combination, except to permitted transferees. Working Capital Loans The Sponsor or the Issuer's officers, directors or initial stockholders, or their respective affiliates, may, but are not obligated to, loan the Issuer funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Issuer's initial Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit ("Working Capital Units"). The Working Capital Units, if any, would be identical to the Private Units. The terms of such loans, if any, have not been determined. Rights Agreement The Rights are governed by the terms of the Share Rights Agreement, dated as of May 12, 2026 (the "Rights Agreement"), between the Issuer and Continental Stock Transfer & Trust Company ("Continental"), as rights agent. Each Right entitles the registered holder to receive one-fifth (1/5) of one ordinary share, subject to adjustment as described therein, at any time commencing upon the Issuer's consummation of an initial business combination. Registration Rights Pursuant to the Registration Rights Agreement, dated as of May 12, 2026 (the "Registration Rights Agreement"), among the Issuer, the Sponsor, and certain other security holders, the holders of the Founder Shares, the Private Units (and underlying securities) and any Working Capital Units (and underlying securities), including any securities of the Issuer issued as a dividend or other distribution with respect to or in exchange for or in replacement of such securities (collectively, the "Registrable Securities"), including the Sponsor, are entitled to make up to three demands that the Issuer register such securities. In addition, the holders of the Registrable Securities, including the Sponsor, have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the Issuer's consummation of a Business Combination. Letter Agreement On May 12, 2026, the Issuer entered into a letter agreement (the "Letter Agreement") with the Reporting Person and the other parties thereto (collectively, the "Insiders"). Under the Letter Agreement, among other matters, the Insiders agreed with the Issuer: (i) that they will not propose, or vote in favor of, any amendment to the Issuer's amended and restated memorandum and articles of association ("MAA") (A) to modify the substance or timing of the Issuer's obligations with respect to conversion rights as described in the Registration Statement or (B) with respect to any other provision relating to shareholders' rights or pre-initial Business Combination activity, unless the Issuer provides public shareholders with the opportunity to convert their shares upon the approval of any such amendment; (ii) that if the Issuer solicits approval of its shareholders of a Business Combination, the Insiders will vote all ordinary shares beneficially owned by them, whether acquired before, in, or after the IPO, in favor of such Business Combination; and (iii) to waive any right to exercise redemption rights with respect to any ordinary shares owned or to be owned by them, directly or indirectly (or to sell such shares to the Issuer in a tender offer), whether acquired before, in or after the IPO, and not to seek redemption with respect to such shares in connection with any vote to approve a Business Combination (or sell such shares to the Issuer in a tender offer in connection with such a Business Combination) or any amendment to the Issuer's MAA prior thereto. The foregoing summary of certain terms of the Private Placement Units Subscription Agreement, the Share Rights Agreement, the Registration Rights Agreement and the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the documents, which are incorporated by reference as Exhibits 1-4 to this Schedule 13D. Except as set forth herein, neither of the Reporting Persons has any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons intend to review the Reporting Persons' investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the board of directors, price levels of the Units, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to the Reporting Persons' investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Units or selling some or all of their Units and, alone or with others, pursuing discussions with the management, the board of directors, other stockholders of the Issuer and third parties with regard to their investment in the Issuer, and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As described in Item 4, the Reporting Persons may be deemed the beneficial owner of 5,248,919 ordinary shares, in each case directly held by the Reporting Person, representing approximately 26.6% of the outstanding shares. This does not include 470,000 shares underlying the private placement rights because the private placement rights are not convertible into ordinary shares within the following 60 days. The aggregate percentage of ordinary shares beneficially owned by the Reporting Persons is calculated based upon 19,738,919 ordinary shares outstanding, which consists of 14,000,000 shares included in the public units, 4,918,919 founder shares, 350,000 representative shares and 470,000 ordinary shares included in the private placement units, as reported by the Issuer in its Form S-1 file number 333-291575. By virtue of his control of the Sponsor, Mr. Ramsey has the sole power to (i) vote or direct the voting and (ii) dispose or direct the disposition of all of the ordinary shares beneficially owned by the Sponsor.
(b)	As described in Item 4, the Reporting Persons may be deemed the beneficial owner of 5,248,919 ordinary shares, in each case directly held by the Reporting Person, representing approximately 26.6% of the outstanding shares. This does not include 470,000 shares underlying the private placement rights because the private placement rights are not convertible into ordinary shares within the following 60 days. The aggregate percentage of ordinary shares beneficially owned by the Reporting Persons is calculated based upon 19,738,919 ordinary shares outstanding, which consists of 14,000,000 shares included in the public units, 4,918,919 founder shares, 350,000 representative shares and 470,000 ordinary shares included in the private placement units, as reported by the Issuer in its Form S-1 file number 333-291575. By virtue of his control of the Sponsor, Mr. Ramsey has the sole power to (i) vote or direct the voting and (ii) dispose or direct the disposition of all of the ordinary shares beneficially owned by the Sponsor.
(c)	Other than the transactions described in Items 3 and 4 above, the Reporting Persons have not effected any transactions in the ordinary shares in the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Other than the agreements described in Item 4 and relationships described in Item 2, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1 Private Placement Units Subscription Agreement, dated May 12, 2026, between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 15, 2026). 2 Share Rights Agreement, dated May 12, 2026, between the Issuer and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 15, 2026). 3 Registration Rights Agreement, dated May 12, 2026, between the Issuer and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 15, 2026). 4 Letter Agreement, dated May 12, 2026, by and among the Issuer, the Sponsor, IB Capital, LLC, and each of the officers and directors of the Issuer (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 15, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Breeze Sponsor II, LLC

Signature:	/s/ J. Douglas Ramsey
Name/Title:	J. Douglas Ramsey/Managing Member
Date:	05/20/2026

J. Douglas Ramsey

Signature:	/s/ J. Douglas Ramsey
Name/Title:	J. Douglas Ramsey
Date:	05/20/2026

FAQ

What stake in Breeze Acquisition Corp. II (BREZU) is reported in this Schedule 13D?

The reporting persons disclose beneficial ownership of 5,248,919 ordinary shares, representing about 26.6% of Breeze Acquisition Corp. II’s outstanding ordinary shares. This position reflects founder shares and shares in private units acquired before and around the company’s initial public offering.

How did Breeze Sponsor II, LLC acquire its founder shares of BREZU?

The Sponsor initially bought 4,791,667 founder shares for $25,000, then received additional shares for no extra consideration, reaching 5,050,676 founder shares. Some shares were later transferred to director nominees and forfeited, leaving 4,778,919 founder shares held by the Sponsor.

What are the private units held by Breeze Sponsor II, LLC in BREZU?

The Sponsor purchased 470,000 private units for $4,700,000. Each private unit consists of one ordinary share and one right, with each right entitling the holder to receive one‑fifth of an ordinary share upon completion of an initial business combination, subject to the rights agreement.

Why are 470,000 shares underlying private placement rights in BREZU excluded from the 13D ownership?

These 470,000 shares are excluded because the related private placement rights are not convertible into ordinary shares within the next 60 days. Schedule 13D beneficial ownership calculations generally only include securities that can be acquired within 60 days.

What voting and redemption commitments do BREZU insiders make in the letter agreement?

Insiders agree to vote all shares they beneficially own in favor of any proposed business combination and to waive redemption rights on those shares. They also agree not to support certain charter amendments unless public shareholders can convert their shares upon such approval.

What registration rights does Breeze Sponsor II, LLC have for its BREZU securities?

Under a registration rights agreement, holders of founder shares, private units, their underlying securities, and any working capital units can make up to three demands that Breeze register these securities. They also receive piggy‑back rights on registration statements filed after a business combination.