Sizzle Acquisition Corp. II 8-K

What Happened
Sizzle Acquisition Corp. II (Sizzle II) and Trasteel Holding S.A. (the Company) entered a Business Combination Agreement on April 13, 2026 to combine the companies. The deal will form a new Luxembourg public company (“Pubco”) and a Cayman Islands Merger Sub. At closing Pubco will acquire all Company shares in exchange for Pubco ordinary shares and Merger Sub will merge into Sizzle II, making Sizzle II a wholly owned subsidiary of Pubco. Total consideration to the Company’s sellers is $800,000,000 of Pubco Ordinary Shares, valued at $10.00 per share.

Key Details

• Total consideration: $800,000,000 in Pubco Ordinary Shares (priced at $10.00/share).
• Minimum cash / PIPE: Parties target at least $75,000,000 of combined cash from Sizzle II trust funds plus PIPE and/or bridge financings (Bridge Debt excluded from PIPE). They are seeking a PIPE of at least $75,000,000.
• Timing and conditions: Company must deliver PCAOB‑audited financials for 2024 and 2025 by July 31, 2026 (audit delivery date); outside termination date is Oct 10, 2026 (or 4 months after audit delivery). Closing requires Sizzle II and Company shareholder approvals, an effective Form F‑4/Registration Statement, and Pubco listing on Nasdaq or NYSE American.
• Governance & lockups: Pubco board to have seven directors (Company nominates five, Sizzle II one, one mutually agreed). Company shareholders and insiders agreed to customary post‑closing lock-ups (generally six months). Sponsor entered a Sponsor Support Agreement to vote its shares for the transaction and waived certain anti‑dilution protections.

Why It Matters
This filing announces a definitive merger that would turn Trasteel into the operating business of a listed company (Pubco) and give Sizzle II public shareholders the option to redeem per Sizzle II’s rules. The deal’s completion depends on several key conditions (audited financials, shareholder votes, registration statement effectiveness, listing approval and minimum cash). Important investor protections and limits include standard reps and warranties that do not survive closing and waivers (e.g., the Company’s agreement not to claim Sizzle II trust account funds). Retail investors should watch the Registration Statement, proxy materials, the PIPE financing progress, audit delivery, and the shareholder vote for updates and final terms.