Sizzle Acquisition Corp. II 8-K

What Happened
On April 13, 2026, Sizzle Acquisition Corp. II (SZZL) announced it executed a Business Combination Agreement with Trasteel Holding S.A. (Trasteel). Under the agreement, a to-be-formed Luxembourg public company ("Pubco") will acquire all issued ordinary shares of Trasteel in exchange for Pubco ordinary shares, and a newly formed Cayman Islands subsidiary (Merger Sub) will merge into Sizzle II so that Sizzle II becomes a wholly owned subsidiary of Pubco. At closing, Sizzle II securities will be converted/aggregated and cancelled and replaced with Pubco ordinary shares.

Key Details

• Agreement date: April 13, 2026.
• Consideration to Trasteel sellers: $800,000,000 in Pubco ordinary shares (valued at $10.00 per Pubco share — 80,000,000 shares implied).
• Transaction structure: Share Exchange (Trasteel shareholders receive Pubco shares) and a merger of Merger Sub into Sizzle II so Sizzle II becomes a Pubco subsidiary.
• Security conversions before closing: Sizzle units split into Class A shares and fractional rights (aggregated and converted); Class B shares automatically convert to Class A; at closing Sizzle Class A shares will be cancelled for Pubco ordinary shares.
• The closing is subject to the conditions and terms in the Business Combination Agreement.

Why It Matters
This filing signals a definitive merger/business combination that would transform Sizzle II from a SPAC into a subsidiary of a newly formed public company owning Trasteel. Sizzle securityholders should expect their existing Sizzle securities to be converted into Pubco ordinary shares if the deal closes, and Trasteel sellers will receive stock consideration totaling $800 million. Because the transaction is subject to closing conditions, investors should watch for future filings (e.g., proxy or registration statements) for timing, shareholder votes, and detailed financial disclosures.