Sizzle Acquisition Corp. II Amends Business Combination Agreement

What Happened

• Sizzle Acquisition Corp. II (Sizzle II) filed an 8-K reporting Amendment No. 1 to the Business Combination Agreement (originally entered April 13, 2026) with Trasteel Holding S.A., Trasteel S.A. (Pubco) and Trasteel Merger Sub Limited.
• The amendment, dated September 29, 2026, (1) moved the PCAOB Audit Delivery Date from July 31, 2026 to September 30, 2026, (2) restated Section 8.14(a) to specify that Pubco’s post-closing board will have five (5) directors—one chosen by Sizzle II and four chosen by the Company—and (3) waived, for Pubco and Merger Sub only, the five-business-day timing requirement in Section 8.22 for formation and joinder of those entities.
• Pubco intends to file a Form F-4 registration statement (including the proxy statement/prospectus) with the SEC; if declared effective, Sizzle II shareholders will receive the definitive materials for the shareholder vote.

Key Details

• Amendment date: September 29, 2026.
• Audit deadline changed to: September 30, 2026 (from July 31, 2026).
• Pubco board composition after closing: 5 directors (Sizzle II picks 1; Company picks 4).
• Sizzle II waived the five-business-day timing rule for formation/joinder of Pubco and Merger Sub.

Why It Matters

• The audit date extension and the waiver affect the timeline for completing the transaction and related filings; investors should expect potential schedule shifts.
• The specified 5‑member board with four directors chosen by the Company indicates the Company will control the board after closing, which is material to governance and future strategy.
• Shareholders should watch for the Form F-4 and the definitive proxy/prospectus (when filed and declared effective) for full transaction terms, voting information, and related risks. The filing includes standard forward-looking statement cautions.