Investors should closely monitor the company's progress in identifying a target business within the 24-month window. The significant dilution from founder shares and the sponsor's influence on voting outcomes are key risks. The redemption rights provide a safety net, but investors should be aware of the 15% redemption limit for large shareholders.
Executive Summary
Breeze Acquisition Corp. II is a blank check company formed to complete a business combination with a target in healthcare, biotechnology, or related sectors. The IPO raises $125 million, with proceeds held in trust. Key risks include significant dilution for public shareholders due to founder shares purchased at $0.005 per share, and the sponsor's ability to influence outcomes. The company has a 24-month deadline to complete a deal.
Key Financial Metrics
Key Facts
- Breeze Acquisition Corp. II is a SPAC formed to acquire a business in healthcare, biotechnology, advanced manufacturing, robotics, or AI.
- The IPO offers 12.5 million units at $10.00 per unit, raising $125 million.
- Proceeds of $125 million will be held in a trust account, with $10.00 per public share available for redemption.
- Founder shares were purchased by the sponsor for $25,000, representing a nominal price of $0.005 per share, leading to significant dilution for public shareholders.
- The company has 24 months to complete a business combination or must liquidate and return funds to public shareholders.
- The sponsor, officers, and directors have agreed to vote in favor of any initial business combination.
- Public shareholders have redemption rights, but those holding more than 15% of shares may be restricted from redeeming excess shares.
Financial Impact
The IPO raises $125 million, with $123.125 million in proceeds before expenses. The trust account will hold $125 million, ensuring $10.00 per public share is available for redemption.
Risk Factors
- Significant dilution for public shareholders due to founder shares purchased at a nominal price.
- The sponsor, officers, and directors have agreed to vote in favor of any initial business combination, which may not align with public shareholder interests.
- The company has a 24-month deadline to complete a business combination or must liquidate.
- Public shareholders holding more than 15% of shares may be restricted from redeeming excess shares.
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001213900-26-022502 |
| Document: ea027915501_ex1-1.htm | 0001213900-26-022502 |
| Document: ea027915501_ex10-2.htm | 0001213900-26-022502 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
May 15, 2026 23w ago | Press Release | — | awaiting T+20 | — | — |
May 13, 2026 23w ago | EFFECT | — | awaiting T+20 | — | — |
May 12, 2026 23w ago | Press Release | — | awaiting T+20 | — | — |
May 12, 2026 23w ago | 3 | — | awaiting T+20 | — | — |
Mar 9, 2026 33w ago | S-1/A | — | awaiting T+20 | — | — |
Mar 3, 2026 34w ago | S-1/A | — | awaiting T+20 | — | — |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers