Breeze Acquisition Corp II美股招股说明书(2026-05-14版)

Breeze Acquisition Corp. II 12,500,000 Units Breeze Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company and formed for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar businesscombination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We havenot selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions,directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ordinary share and oneright to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination, as described in moredetail in this prospectus. We refer to the rights included in the units as Share Rights. The underwriters have a 45-day option from thedate of this prospectus to purchase up to an additional 1,875,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against,our initial business combination, all or a portion of their ordinary shares that were sold as part of the units in this offering, which werefer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn to payour income taxes, if any), divided by the number of then outstanding public ordinary shares, subject to the limitations and on theconditions described herein.See“Summary — The Offering — Redemption rights for public shareholders upon completion of ourinitial business combination”on page 22 and“Summary — The Offering — Redemption of public shares and distribution andliquidation if no initial business combination” on page 26 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherperson with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% ofthe shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all oftheir shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or againstour initial business combination.See “Summary — The Offering — Limitation on redemption rights of shareholders holding 15%or more of the shares sold in this offering if we hold shareholder vote” on page 25 for further discussion on certain limitations onredemption rights. Our sponsor, Breeze Sponsor II, LLC, has committed, pursuant to a written agreement, to purchase from us an aggregate of 447,500private placement units (or 475,625 private placement units if the underwriters’ over-allotment option is exercised in full) at $10.00 perunit for an aggregate purchase price of $4,475,000 (or $4,756,250 if the underwriters’ over-allotment option is exercised in full) in aprivate placement that will close simultaneously with the closing of this offering. Each private placement unit consists of one ordinaryshare and one Share Right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination, asdescribed in more detail in this prospectus. We refer to these units throughout this prospectus as the private placement units and theShare Rights included in the private placement units as private placement rights. The private placement units are identical to the unitssold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor purchased an aggregate of 5,050,676 ordinary shares, par value $0.0001 per share (which we refer to as “founder shares”as further described herein), for an aggregate purchase price of $25,000, or approximately $0.005 per share. The number of foundershares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 14,375,000units if the underwriters’ over-