Breeze Acquisition Corp. II

What they do

The company was incorporated on August 20, 2025 as a blank check company formed to enter into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It has not selected any target and has not initiated substantive discussions with any target. Its only activities through March 31, 2026 were organizational, IPO preparation and general corporate matters; it has generated no revenues.

Revenue drivers

• Pre-business-combination operations — No operating revenue to date; the company's only income is expected to be non-operating interest income on investments held in its trust account after the IPO.
• Initial Public Offering proceeds — On May 14, 2026 the company consummated a 12,500,000-unit IPO generating gross proceeds of $125,000,000, with $125,312,500 placed in a trust account.
• Private Units — Simultaneously with the IPO close, the company sold 447,500 Private Units at $10.00 per unit, generating gross proceeds of $4,475,000.

Recent performance

For the three months ended March 31, 2026, the company reported a net loss of $138,206, entirely from operating and formation costs. Net cash used in operating activities was $133,239, reflecting the net loss partially offset by $4,967 of working capital changes. Net cash provided by financing activities was $133,239, from $264,500 of proceeds from a related-party promissory note offset by $131,261 of deferred offering cost payments. At March 31, 2026, total assets were $491,200, total liabilities were $730,745 and shareholder equity was negative $239,545. The IPO closed on May 14, 2026, after the balance sheet date.

Strategy

The company intends to effectuate an initial business combination using cash from the IPO and Private Units, proceeds from the sale of shares pursuant to forward purchase agreements or backstop agreements, shares issued to target owners, debt from banks or other lenders, or a combination of these sources. Management has not selected a target and has not initiated substantive discussions with any target. Through March 31, 2026, efforts were limited to organizational activities, IPO-related activities and general corporate matters.

Risks

• No business combination target identified — The company has not selected any target and has not initiated substantive discussions, so there is no assurance it will complete an initial business combination.
• Negative shareholder equity — At March 31, 2026, total liabilities of $730,745 exceeded total assets of $491,200, resulting in shareholder equity of negative $239,545.
• Reliance on related-party financing — During the three months ended March 31, 2026, net cash provided by financing activities consisted of $264,500 from a related-party promissory note, offset by $131,261 of deferred offering cost payments.
• Listing-rule and financial-reporting events — Subsequent 8-K filings disclose a delisting notice or listing-rule failure on August 21, 2026 and a determination that previously issued financials are not reliable on August 31, 2026.

Outlook

Management states that it does not expect to generate operating revenues until after completion of an initial business combination, and that it will generate non-operating income in the form of interest income on trust account investments. The company expects to incur expenses as a public company for legal, financial reporting, accounting and auditing compliance, as well as due diligence expenses. No target has been identified and no substantive discussions have been initiated.