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SEC Company Response from Breeze Acquisition Corp. II (BREZ) — May 8, 2026

Breeze Acquisition Corp. II
Date: May 8, 2026 · CIK: 0002095443 · Accession: 0001213900-26-054057

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File numbers found in text: 333-291575

Date
May 8, 2026
Author
Dan Thayer
Form
CORRESP
Company
Breeze Acquisition Corp. II

Letter

VIA EDGAR Division of Corporation Finance Registration Statement on Form S-1 Filed November 17, 2025, as amended File No. 333-291575

Re: Breeze Acquisition Corp. II

Dear Ms. Howell:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned, as representative of several underwriters, hereby joins in the request of Breeze Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on May 12, 2026, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, the undersigned expects to distribute approximately 400 copies of the preliminary prospectus dated May 6, 2026 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[ Signature page follows ]

Very truly yours,
IB CAPITAL LLC, as representative of the several underwriters

Show Raw Text
CORRESP
 1
 filename1.htm

 May 8, 2026

 VIA EDGAR

 Pam Howell

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re:
 Breeze Acquisition Corp. II

 Registration Statement on Form S-1

 Filed November 17, 2025, as amended

 File No. 333-291575

 Dear Ms. Howell:

 Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the "Act"), the undersigned, as representative of several underwriters, hereby joins in
the request of Breeze Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated so as
to permit it to become effective at 4:00 p.m. Washington D.C. time on May 12, 2026, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations under the
Act, the undersigned advises that as of the date hereof, the undersigned expects to distribute approximately 400 copies of the preliminary
prospectus dated May 6, 2026 to prospective underwriters and dealers, institutional investors, retail investors and others.

 The undersigned advises that it has complied and will continue to comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature page follows ]

 Very truly yours,

 IB CAPITAL LLC, as representative of the several underwriters

 By:
 /s/ Dan Thayer

 Name:
 Dan Thayer

 Title:
 Principal

 [ Signature Page to Underwriters'
Acceleration Request Letter ]