Monitor for potential target announcements and redemption rates. High redemption levels could jeopardize deal completion. The sponsor's low-cost stake creates misaligned incentives, so evaluate any proposed target critically.
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 tech sectors. The company has raised $125 million in an IPO, with its sponsor holding 26% of shares at a nominal cost, creating significant dilution for public shareholders. The management team has prior SPAC experience with Breeze I, which merged with YD Biopharma. Investors face high risk as the company has no operations and must complete a deal within 18 months or liquidate.
Key Financial Metrics
Key Facts
- Breeze Acquisition Corp. II is a SPAC targeting healthcare, biotech, and tech companies with global operations.
- Raised $125 million in IPO; sponsor holds 26% of shares purchased for $25,000, creating immediate dilution for public shareholders.
- Must complete business combination within 18 months or redeem public shares.
- Management team led by J. Douglas Ramsey, who previously led Breeze Holdings Acquisition Corp. to merge with YD Biopharma.
- Public shareholders may redeem shares upon business combination; sponsor shares are locked up for 6 months post-combination.
Financial Impact
Public shareholders face immediate dilution of approximately 97.24% (or $9.77 per share) upon closing of the offering.
Risk Factors
- Failure to complete business combination within 18 months leads to liquidation.
- Significant dilution for public shareholders due to sponsor's low-cost shares.
- Management conflicts of interest as sponsor may prioritize completing any deal to realize gains.
- Redemption rights could deplete funds needed for acquisition.
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-1/A Filing (Primary) | 0001213900-26-025264 |
| Document: ea028030701ex3-3.htm | 0001213900-26-025264 |
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