Item 5. Other Information
Item
5. Other Information
During the quarter ended March 31, 2026, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.
Item
6. Exhibits
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description
of Exhibit
1.1†
Underwriting Agreement, dated May 12, 2026, by and between the Company and IB Capital, LLC, as representative of the several underwriters.
3.1†
Amended and Restated Memorandum and Articles of Association
4.1†
Rights Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.
10.1†
Letter Agreement, dated May 12, 2026, by and among the Company, Breeze Sponsor II, LLC, IB Capital, LLC, and each of the officers and directors of the Company.
10.2†
Investment Management Trust Agreement, dated May 12, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3†
Registration Rights Agreement, dated May 12, 2026, by and among the Company and the Holders signatory thereto.
10.4†
Administrative Services Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II, LLC.
10.5†
Private Placement Units Purchase Agreement, dated May 12, 2026, by and between the Company and Breeze Sponsor II, LLC.
10.6†
Form of Indemnity Agreement, each dated May 12, 2026, by and between the Company and each of the officers and directors of the Company.
31.1*
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension
Schema Document
101.CAL*
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension
Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104
Cover Page Interactive
Data File (embedded within the XBRL document)
*
Filed herewith.
†
Previously filed as an
exhibit to our Current Report on Form 8-K filed on May 15, 2026, and incorporated herein by reference.
21
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BREEZE ACQUISITION CORP. II
Date: September 23, 2026
By:
/s/
J. Douglas Ramsey
Name:
J. Douglas Ramsey, Ph.D.
Title:
Chief Executive Officer and
Principal Financial Officer
(Principal Executive Officer,
Principal Financial and
Accounting Officer)
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.