{"url_path":"/sec/brez/8-k/2026-05-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2095443/0001213900-26-057783-index.html","accession_number":"0001213900-26-057783","cik":"0002095443","ticker":"BREZ","issuer_name":"Breeze Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2095443/0001213900-26-057783-index.html","primary_entity_key":"0002095443","primary_entity_name":"Breeze Acquisition Corp. II"},"word_count":475,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive\nAgreement.**\n\n** **\n\nOn May 14, 2026, Breeze Acquisition Corp. II (the “Company”)\nconsummated its initial public offering (“IPO”) of 12,500,000 units (the “Units”). Each Unit consists of one ordinary\nshare of the Company, par value $0.0001 per share, and one right (the “Rights”). Each Right entitles the holder thereof to\nreceive one-fifth (1/5) of one ordinary share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company\nof $125,000,000. The Company has also granted the underwriters an over-allotment option for 45 days to purchase an additional 1,875,000\nUnits. On May 14, 2026, the underwriters notified the Company that they would partially exercise the over-allotment option to purchase\nan additional 1,500,000 Units.\n\n \n\nIn connection with the IPO,\nthe Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration\nStatement on Form S-1 (File No. 333-291575) for the IPO, originally filed with the U.S. Securities and Exchange Commission on November\n17, 2025 (as amended, the “Registration Statement”):\n\n \n\n●An Underwriting Agreement, dated May 12, 2026, by and between the Company and IB Capital\nLLC, as representative of the several underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto\nand incorporated herein by reference.\n\n \n\n●A Rights Agreement, dated May 12, 2026, by and between the Company and Continental Stock\nTransfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.\n\n \n\n●A Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC,\nIB Capital LLC, and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated\nherein by reference.\n\n \n\n●An Investment Management Trust Agreement, dated May 12, 2026, by and between the Company\nand Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein\nby reference.\n\n \n\n●A Registration Rights Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor\nII, LLC, and IB Capital LLC, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.\n\n \n\n●An Administrative Services Agreement, dated May 12, 2026, by and between the Company and\nBreeze Sponsor II, LLC, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.\n\n \n\n●A Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company\nand Breeze Sponsor II, LLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.\n\n \n\n●Indemnity Agreements, each dated May 12, 2026, by and between the Company and each of the\nofficers and directors of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference."}