Breeze Acquisition Corp. II Names New Directors, Amends Charter Ahead of Business Combination

Breeze Acquisition Corp. II disclosed in an 8-K filing that it executed a material definitive agreement tied to its planned business combination, elected two new directors, and revised its governing documents.

The filing lists six Form 8-K items triggered on May 15 2026: entry into a material definitive agreement (Item 1.01), unregistered sales of equity securities (Item 3.02), departure and election of directors (Item 5.02), amendments to articles of incorporation or bylaws (Item 5.03), other events (Item 8.01), and exhibits (Item 9.01).

Breeze Acquisition Corp. II is a special-purpose acquisition company with CIK 0002095443 that has not yet consummated an initial business combination.

Item 5.02 reports the election of two independent directors effective May 15 2026. The company also accepted the resignation of one prior director. The filing does not disclose any disagreement with the departing director on matters relating to the company’s operations, policies or practices. The two new directors join the board as the company prepares for a de-SPAC transaction.

Item 5.03 states that the company amended its certificate of incorporation to adjust the terms of its Class A common stock and warrant structure. The amendments align the company’s charter with requirements imposed by the material definitive agreement and by the exchange listing rules that will apply once the business combination closes. The amendments become effective immediately upon filing.

Item 1.01 identifies the counterparty to the material definitive agreement only as the target company in the planned business combination; no dollar value is disclosed in the filing. The agreement contains covenants that require the company to maintain its public-company status and to file a registration statement covering the resale of shares issued in the transaction.

Item 3.02 confirms that the company issued unregistered shares of its Class B common stock to the new directors and to certain advisors as compensation for services related to the transaction; those shares remain subject to lock-up restrictions until the business combination is completed.

Downstream, the filing starts the clock on several contractual and regulatory deadlines. The company must now file a proxy statement or registration statement on Form S-4 within the timeframe stipulated in the material definitive agreement. Once that registration statement is declared effective by the SEC, shareholders must vote on the proposed business combination.

The amendments to the certificate of incorporation eliminate certain redemption thresholds that previously applied to public shareholders, which may alter the minimum cash condition required to close the deal.

This is the first 8-K filed by Breeze Acquisition Corp. II since its initial public offering. The company has until the expiration of its 24-month combination period, or any extension approved by shareholders, to complete a transaction or return capital to public shareholders.

The exhibits attached to the 8-K include the amended certificate, the form of the material definitive agreement, and the board resolutions approving the director elections and equity grants.

Primary sources: SEC Form 8-K filed May 15 2026.