UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

BREEZE ACQUISITION CORP. II

 

(Exact name of registrant as specified in its charter)

 

Cayman Islands   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

955 W. John Carpenter Fwy.

Suite 100-929

Irving, TX

  75039
(Address of principal executive offices)   (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered   Name of each exchange on which each class is to be registered
     
Units, each consisting of one ordinary share, par value $0.0001 per share, and one right   The Nasdaq Stock Market LLC
     
Ordinary shares, par value $0.0001 per share   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   The Nasdaq Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box.

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box.

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-291575

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

N/A
(Title of Class)

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, ordinary shares, par value $0.0001 per share, and rights to receive ordinary shares of Breeze Acquisition Corp. II (the “Registrant”) upon consummation of the Registrant’s initial business combination. The description of the units, ordinary shares and rights set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-291575), originally filed with the U.S. Securities and Exchange Commission on November 17, 2025, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates, is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed, because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Very truly yours,
   
  BREEZE ACQUISITION CORP. II
     
  By: /s/ J. Douglas Ramsey
    J. Douglas Ramsey, Ph.D.
    Chairman, Chief Executive Officer and
Chief Financial Officer

 

Dated: May 8, 2026

 

 

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