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
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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 ]