Breeze Sponsor II, LLC and J. Douglas Ramsey Report 26.6% Stake in Breeze Acquisition Corp. II

On May 20, 2026, Breeze Sponsor II, LLC and J. Douglas Ramsey filed a Schedule 13D reporting a 26.6% stake in Breeze Acquisition Corp. II (BREZ). The reporting persons acquired a total of 5,248,919 ordinary shares through several transactions related to the company's initial public offering. This includes 4,778,919 founder shares (after accounting for transfers to directors and forfeitures due to the partial exercise of the underwriters' over-allotment option) and 470,000 private units purchased for $4,700,000. Each private unit consists of one ordinary share and one right to receive one-fifth of an ordinary share upon a business combination. J. Douglas Ramsey, as the sole managing member of the Sponsor, maintains voting and dispositive power over these shares. The filing also details standard SPAC agreements, including a registration rights agreement, a share rights agreement, and a letter agreement regarding voting and redemption waivers. The acquisitions were funded by the Sponsor's working capital.