{"url_path":"/sec/brez/8-k/2026-05-15/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":183,"has_tables":true,"body_markdown":"**Item 3.02.\nUnregistered Sales of Equity Securities.**\n\n \n\nSimultaneously with the closing of the IPO and the closing of the over-allotment\noption, pursuant to a Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II,\nLLC, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference, the Company completed the private sale of\nan aggregate of 470,000 units (the “Private Placement Units”) to Breeze Sponsor II,\nLLC, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,700,000. The Private\nPlacement Units are identical to the Units sold in the IPO except that the Private Placement Units (i) are not transferable, assignable\nor saleable until 30 days after the completion of the Company’s initial business combination and (ii) will be entitled to registration\nrights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was\nmade pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.\n\n** **\n\n1"}