Breeze Acquisition Corp. II filed an 8-K on August 31, 2026 disclosing that its Audit Committee, after consultation with CBIZ CPAs P.C., determined the audited balance sheet as of May 14, 2026 included in the June 2, 2026 8-K should no longer be relied upon.
The error stemmed from the Engagement Letter with legal advisors providing for up to $3,200,000 total compensation: $2,200,000 cash ($1,150,000 at IPO close plus $350,000 per quarter for three quarters) and $1,000,000 equity via transfer of 100,000 Founder Shares.
As of the IPO closing, the company had recorded $1,957,000 accrued expenses, $93,000 additional paid-in capital, and treated the $1,150,000 cash payment as offering costs. No services had been performed, so the payment should have been recorded as a receivable from the Sponsor and the other entries should not have been made.
The restatement will be filed as an amendment to this 8-K and reflected in the Form 10-Q for the quarter ended June 30, 2026.
Management identified a material weakness in internal control over financial reporting related to review of service contracts to determine whether an obligation exists and to which counterparty it is owed. Remediation procedures are being implemented.
Pulse Impact
- Previous Pulse: 28
- New Pulse: 28
- Change: Unchanged
- Driver: 8-K did not change the live Pulse reading.
Breeze Acquisition Corp. II Form 8-K (2026-08-31)
Not investment advice. Facts taken from the company’s Form 8-K.