Sizzle Acquisition Corp. II S-1

REGISTRATION STATEMENT

MEMORANDUM AND ARTICLES OF ASSOCIATION

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN ORDINARY SHARE CERTIFICATE

SPECIMEN SHARE RIGHT CERTIFICATE

FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, VO SPONSOR II, LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, VO SPONSOR II, LLC AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND VO SPONSOR II, LLC

FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CANTOR & CO

FORM OF INDEMNITY AGREEMENT

PROMISSORY NOTE DATED AUGUST 14, 2024, ISSUED TO VO SPONSOR II, LLC

SECURITIES SUBSCRIPTION AGREEMENT DATED JULY 16, 2024, BETWEEN VO SPONSOR II, LLC AND THE REGISTRANT

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

FORM OF CODE OF ETHICS

CONSENT OF WITHUM SMITH+BROWN, PC

AUDIT COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER

CONSENT OF WARREN THOMPSON TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF NEIL LEIBMAN TO BE NAMED AS DIRECTOR NOMINEE

CONSENT OF DAVID PERLIN TO BE NAMED AS DIRECTOR NOMINEE

FILING FEE TABLE

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