Form 8-K

8-K — Breeze Acquisition Corp. II

Accession: 0001213900-26-092598

Filed: 2026-08-21

Period: 2026-08-20

CIK: 0002095443

SIC: 6770 (BLANK CHECKS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0303057-8k_breeze2.htm (Primary)

EX-99.1 — PRESS RELEASE OF BREEZE ACQUISITION CORP. II, DATED AUGUST 21, 2026 (ea030305701ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 20, 2026

BREEZE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands

001-43280

N/A

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

955 W. John Carpenter Fwy., Suite 100-929

Irving, Texas

75039

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (888)

273-9001

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary shares, $0.0001 per share

BREZ

The Nasdaq Stock Market LLC

Rights, each right entitling the holder to receive one-fifth (1/5) of one ordinary share, par value $0.0001

BREZR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to

Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 20, 2026, Breeze

Acquisition Corp. II (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department

of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not filed its Quarterly Report on Form

10-Q for the period ended March 31, 2026 (the “Initial Delinquent Filing”) and its Quarterly Report on Form 10-Q for the period

ended June 30, 2026 (together with the Initial Delinquent Filing, the “Delinquent Filings”), the Company no longer complies

with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities

and Exchange Commission (the “SEC”).

The Notice has no immediate

effect on the listing or trading of the Company’s securities on The Nasdaq Stock Market. Pursuant to the Notice, the Company has

30 calendar days, or until September 21, 2026, to submit a plan to regain compliance with Nasdaq’s listing rules with respect to

the Delinquent Filings (the “Plan”). If Nasdaq accepts the Plan, Nasdaq may grant the Company an exception of up to 180 calendar

days from the Initial Delinquent Filing’s due date, or until December 28, 2026, to regain compliance. Any subsequent periodic filing

that becomes due within the 180-day exception period must be filed no later than the end of such period. If the Plan is not accepted by

Nasdaq, the Company will have the opportunity to appeal that decision to a Hearings Panel.

The Company intends to take

the steps necessary to regain compliance with Nasdaq’s listing rules as soon as practicable or, alternatively, to submit the Plan

to Nasdaq within the required timeframe. However, there can be no assurance that the Company will take the steps necessary to regain compliance

within the required period, that the Plan will be accepted by Nasdaq, that the Company will be granted an exception, or that the Company

will be able to meet the conditions of any exception or the continued listing requirements during any compliance period that may be granted.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form

8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of

the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the Company’s

intention to submit a compliance plan to Nasdaq, the Company’s ability to regain compliance with Nasdaq’s listing rules, and

similar expectations, beliefs, plans, objectives, assumptions or projections. These forward-looking statements can generally be identified

by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,”

“expects,” “seeks,” “projects,” “intends,” “plans,” “might,” “possible,”

“potential,” “may,” “would,” “could,” “will” or “should” or, in

each case, their negative or other variations or comparable terminology. These forward-looking statements are based on the Company’s

current expectations and are subject to risks and uncertainties, including, without limitation, the Company’s ability to respond

in a timely and satisfactory manner to Nasdaq’s inquiries, the Company’s ability to become current with its periodic reports

with the SEC, and the risk that the completion and filing of the Delinquent Filings will take longer than expected. The Company undertakes

no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,

except as may be required under applicable securities laws.

Item 7.01. Regulation FD Disclosure.

As required under Nasdaq Listing

Rule 5810(b), on August 21, 2026, the Company issued a press release announcing receipt of the Notice from Nasdaq. A copy of the press

release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01.

The information contained

in this Item 7.01, including Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section

18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that

section. Such information shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933,

as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press release of Breeze Acquisition Corp. II, dated August 21, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BREEZE ACQUISITION CORP. II

By:

/s/ J. Douglas Ramsey

J. Douglas Ramsey, Ph.D.

Chief Executive Officer and Chief Financial Officer

Dated: August 21, 2026

EX-99.1 — PRESS RELEASE OF BREEZE ACQUISITION CORP. II, DATED AUGUST 21, 2026

EX-99.1

Filename: ea030305701ex99-1.htm · Sequence: 2

Exhibit 99.1

Breeze Acquisition Corp. II Announces Receipt

of Notice from Nasdaq Regarding Late Filing of Quarterly Reports on Form 10-Q

IRVING, Texas, Aug. 21, 2026 (GLOBE NEWSWIRE) – August 21, 2026 –

Breeze Acquisition Corp. II (NASDAQ: BREZ) (the “Company”) today announced that on August 20, 2026, it received a notice (the

“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that,

because the Company has not filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and its Quarterly Report on Form

10-Q for the period ended June 30, 2026 (the “Delinquent Filings”), the Company no longer complies with Nasdaq Listing Rule

5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

The Notice has no immediate effect on the listing

or trading of the Company’s securities on The Nasdaq Stock Market. Pursuant to the Notice, the Company has 30 calendar days, or

until September 21, 2026, to submit a plan to regain compliance with Nasdaq’s listing rules with respect to the Delinquent Filings.

If Nasdaq accepts the plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the initial Delinquent Filing’s

due date, or until December 28, 2026, to regain compliance. Any subsequent periodic filing that becomes due within the 180-day exception

period must be filed no later than the end of such period. If the plan is not accepted by Nasdaq, the Company will have the opportunity

to appeal that decision to a Nasdaq Hearings Panel. The Company intends to take the steps necessary to regain compliance with Nasdaq’s

listing rules as soon as practicable or, alternatively, to submit the plan to Nasdaq within the required timeframe.

About Breeze Acquisition Corp. II

Breeze Acquisition Corp. II is a blank check company

incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses or entities.

Forward-Looking Statements

This press release includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the Company’s intention to

submit a compliance plan to Nasdaq, the Company’s ability to regain compliance with Nasdaq’s listing rules, and similar expectations,

beliefs, plans, objectives, assumptions or projections. These forward-looking statements can generally be identified by the use of forward-looking

terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,”

“projects,” “intends,” “plans,” “might,” “possible,” “potential,”

“may,” “would,” “could,” “will” or “should” or, in each case, their negative

or other variations or comparable terminology. These forward-looking statements are based on the Company’s current expectations

and are subject to risks and uncertainties, including, without limitation, the Company’s ability to respond in a timely and satisfactory

manner to Nasdaq’s inquiries, the Company’s ability to become current with its periodic reports with the SEC, and the risk

that the completion and filing of the Delinquent Filings will take longer than expected. The Company undertakes no obligation to update

or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required

under applicable securities laws.

Company Contact:

J. Douglas Ramsey, Ph.D.

Chief Executive Officer and Chief Financial Officer

Breeze Acquisition Corp. II

Email: doug@breezeacquisition.com

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