Monitor for any business combination announcement within the 12-month window. The sponsor's founder shares and private placement units provide alignment but also create potential dilution upon conversion. Watch for any extension vote or amendment to the charter that would trigger redemption rights.
Price Chart
Executive Summary
Breeze Acquisition Corp. II filed an 8-K reporting the closing of its IPO of 12,500,000 units at $10.00 per unit, raising $125,312,500 in gross proceeds (before underwriting discounts and expenses). The filing also documents the adoption of amended governing documents, the issuance of 350,000 representative shares to the underwriter, a private placement of 447,500 units to the sponsor, and the appointment of directors. This is a standard SPAC IPO closing — the company now has 12 months (until May 12, 2027) to complete a business combination or face liquidation.
Key Financial Metrics
Key Facts
- IPO of 12,500,000 units at $10.00 per unit closed on May 12, 2026, with gross proceeds of $125,312,500 deposited into a trust account.
- Underwriters have a 45-day over-allotment option to purchase up to an additional 1,875,000 units.
- Sponsor purchased 447,500 private placement units at $10.00 per unit (up to 475,625 if over-allotment exercised), proceeds also deposited in trust.
- Underwriter received 350,000 representative shares as additional compensation, subject to a 180-day lock-up.
- Company has until May 12, 2027 to complete a business combination; failure triggers automatic redemption of public shares and liquidation.
- Amended and restated memorandum and articles of association adopted, including provisions for business combination, redemption rights, and classified board.
- Founder shares (5,050,676 shares) held by sponsor are subject to forfeiture of up to 658,784 shares if over-allotment not exercised in full.
- Registration rights agreement entered into with sponsor and underwriter covering founder shares, private placement units, and representative shares.
Financial Impact
Gross proceeds of $125,312,500 from IPO and $4,475,000 from private placement (if over-allotment not exercised) deposited into trust account. Approximately $2,000,000 released to company for working capital.
Risk Factors
- Failure to complete a business combination within 12 months leads to liquidation and loss of value for public shareholders.
- Dilution from founder shares, private placement units, and representative shares upon business combination.
- Potential for shareholder redemptions at the time of business combination, reducing trust account balance.
- Lock-up expirations on founder shares (6 months post-business combination) and private placement units (30 days post-business combination) could create selling pressure.
Market Snapshot
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-057783 |
| Document: ea029076001ex1-1.htm | 0001213900-26-057783 |
| Document: ea029076001ex10-3.htm | 0001213900-26-057783 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 10, 2026 19w ago | 25-NSE | $10.11 | awaiting T+20 | — | — |
May 15, 2026 23w ago | 8-K | $10.00 $10.11 | ▲ +1.10% | ▼ −0.48% | — |
US Market Status
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