Breeze Acquisition Corp. II gets Nasdaq notice over late quarterly reports
Breeze Acquisition Corp. II said Nasdaq notified it that two Form 10-Q filings were late, starting a compliance process that could extend to late December if accepted.
Breeze Acquisition Corp. II said on Aug. 21 that it received a Nasdaq notice dated Aug. 20 saying the company is not in compliance with a listing rule because it did not timely file two quarterly reports.
The notice covers the company’s Form 10-Q filings for the periods ended March 31, 2026, and June 30, 2026, according to the company’s press release. Breeze Acquisition Corp. II trades on Nasdaq under the ticker BREZ.
Why it matters
The notice does not immediately affect the listing or trading of Breeze Acquisition Corp. II’s securities, but it starts a limited compliance process. If Nasdaq accepts the company’s plan, Breeze could receive extra time to complete the overdue filings while it remains listed.
For blank check companies, timely SEC reporting is part of the listing standards that support public disclosure for investors.
Context and background
Breeze Acquisition Corp. II is a Cayman Islands blank check company formed to pursue a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, the release said.
Nasdaq cited Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the SEC. The company said the rule noncompliance is tied to the missing quarterly reports.
What the company said
The company said it has 30 calendar days, until Sept. 21, 2026, to submit a plan to regain compliance. If Nasdaq accepts that plan, it may grant an exception of up to 180 calendar days from the original filing due date, which could run until Dec. 28, 2026, the release said.
Breeze said any periodic filing due during that exception period must be filed by the end of the period. If Nasdaq rejects the plan, the company may appeal to a Nasdaq Hearings Panel.
The company said it intends to take the steps needed to regain compliance as soon as practicable or to submit a plan within the required time frame.
What happens next
The next deadline is Sept. 21, when Breeze Acquisition Corp. II must submit its compliance plan if it wants Nasdaq to consider an exception. If Nasdaq accepts the plan, the company would then have a path to address the overdue filings by the end of the possible exception period.
Sources
Editorial note: This article was prepared with AI assistance and includes source attribution for reader review.
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