Announcement • Aug 23

Breeze Acquisition Corp. II Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Reports on Form 10-Q

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.

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