Welcome to our dedicated page for Sizzle Acquisition II SEC filings (Ticker: SZZL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Sizzle Acquisition Corp. II filings document a Cayman Islands blank-check issuer reporting under Nasdaq-listed securities, including Class A ordinary shares, units and rights. The company's Form 8-K disclosures cover material definitive agreements, Rule 425 written communications, shareholder voting matters, governance, operating and financial results, and capital-structure terms such as each unit's composition and each right's conversion into a fraction of a Class A ordinary share upon an initial business combination.
Sizzle Acquisition Corp. II (SZZL) filed communication material describing Trasteel Holding S.A.’s appointment of Alessandro Colombi as Head of Investor Relations ahead of their contemplated business combination. Colombi will build Trasteel’s first dedicated IR function and is expected to hold the same role at the combined company after closing.
The business combination between Sizzle II, Trasteel and a new holding company (Pubco) was announced on April 13, 2026 and is expected to close by the end of 2026, subject to shareholder approvals and other customary conditions. After completion, both Sizzle II and Trasteel will become wholly owned subsidiaries of Pubco, which is expected to list on Nasdaq under the symbol “TSTL”. Pubco intends to file a registration statement on Form F-4 that will include a proxy statement/prospectus for Sizzle II shareholders.
Westchester Capital Management, LLC and related entities reported their beneficial ownership of Class A ordinary shares of Sizzle Acquisition Corp. II. Westchester Capital Management beneficially owns 1,171,307 shares, or 4.96% of the class, based on 23,600,000 shares outstanding as of May 13, 2026.
Westchester Capital Partners owns 3,973 shares (0.02%), Virtus Investment Advisers 1,090,953 shares (4.62%), and The Merger Fund 1,032,718 shares (4.38%). The reporting persons disclose sole and shared voting and dispositive powers and indicate that each now holds 5% or less of the class.
Sizzle Acquisition Corp. II is a Cayman Islands blank check company that completed a $230,000,000 IPO in April 2025 and holds $241,193,502 in cash and marketable securities in its Trust Account as of June 30, 2026, or $10.49 per public share. For the six months ended June 30, 2026, it reported net income of $3,422,685, driven by $4,186,292 of interest income on Trust investments, partially offset by $763,607 of general and administrative costs.
Cash outside the Trust Account was $340,147 with working capital of $52,342, leaving limited funds for ongoing expenses. Management discloses that these conditions and the need to complete a Business Combination by April 3, 2027 raise substantial doubt about the company’s ability to continue as a going concern. The company has entered into a Business Combination Agreement with Trasteel Holding S.A. but has not yet completed this transaction.
AQR Capital Management, LLC, together with AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC, reports beneficial ownership of 1,131,030 Class A ordinary shares of Sizzle Acquisition Corp., representing 4.79% of that class. The AQR entities have shared voting power and shared dispositive power over all of these shares, with no sole voting or dispositive power. This amendment reflects that their holdings are at or below the threshold described as ownership of 5 percent or less of the class.
Trasteel Holding S.A. reports that its Italian subsidiary Profilmec has completed an energy-efficiency and digitalization upgrade at its Cuneo, Italy plant, using ABB systems and CIEB Nuova engineering support. A new low-voltage switchboard with advanced network analyzers, digital protection units and a centralized touchscreen now gives real-time visibility on energy use, supports predictive maintenance and helps operators make data-driven decisions.
The project is part of Trasteel’s broader strategy to enhance operational excellence, efficiency and resilience across its industrial platform. Trasteel and Sizzle Acquisition Corp. II have a definitive business combination agreement to form a new public holding company (“Pubco”) expected to trade on Nasdaq under the symbol TSTL, with Pubco planning to file a Form F-4 registration statement including a proxy statement/prospectus for Sizzle II shareholders.
Trasteel Holding S.A. and Al Qalaa International Group formed a 50-50 joint venture named QTrasteel to pursue trading, project development, industrial services and advisory activities across the Middle East and North Africa (MENA) region. QTrasteel will originate risk‑mitigated, back‑to‑back trading opportunities for Trasteel and support production, development management and engineering services in the Gulf Cooperation Council. Governance will be shared via a four‑member Board (two directors appointed by Trasteel, including Federico Guiducci and Amr Magdy) and a Joint Management Committee requiring mutual agreement on key strategic, budgetary and operational decisions. The release notes Trasteel’s pending business combination with Sizzle II and that Pubco intends to file a Form F-4 in connection with the Proposed Business Combination.
Sizzle Acquisition Corp. II reports first-quarter 2026 net income of $1.6M, mainly from $2.0M of interest on funds held in its trust account. Operating costs were $435,530 and cash and marketable securities in the trust totaled $239.0M, or $10.39 per public share, as of March 31, 2026.
The SPAC has not yet completed a business combination but signed a Business Combination Agreement with Trasteel Holding S.A. on April 13, 2026. Management discloses substantial doubt about the company’s ability to continue as a going concern if no transaction is completed by April 3, 2027.
Sizzle Acquisition Corp. II entered into a Business Combination Agreement to combine with Trasteel Holding S.A. Under the agreement, the sellers will receive $800,000,000 in Pubco ordinary shares valued at $10.00 per share. The transaction contemplates a share exchange and a merger that will make Pubco the public parent of the combined business.
The parties agreed to pursue a Registration Statement on Form F-4, a PIPE financing target of at least $75,000,000, a Pubco equity plan with a 15% initial share reserve, and delivery of PCAOB-audited company financials no later than July 31, 2026. Closing is subject to customary conditions, including shareholder approvals, the Registration Statement effectiveness, listing on Nasdaq or NYSE American, and a Minimum Cash Condition of $75,000,000.
Sizzle Acquisition Corp. II entered into a Business Combination Agreement to combine with Trasteel Holding S.A. through a newly formed Luxembourg holding company, Pubco. At closing, Trasteel’s sellers will receive $800,000,000 of Pubco ordinary shares, valued at $10.00 per share, and Sizzle II shareholders will receive Pubco shares for their SPAC securities.
All Sizzle II units will separate, rights will convert into Class A shares, and Class B shares will convert into Class A before being exchanged for Pubco stock. The deal depends on shareholder approvals, effectiveness of a Form F‑4 registration statement, a stock exchange listing and a $75,000,000 minimum cash condition supported by at least $75,000,000 of PIPE commitments on top of any bridge debt.
The parties plan a seven‑member Pubco board, with five directors nominated by Trasteel and one by Sizzle II, and adoption of an equity plan reserving 15% of Pubco’s post‑closing shares. Sponsor and company holders have entered support, lock‑up and registration rights agreements to back the transaction.
Sizzle Acquisition Corp. II entered into a Business Combination Agreement with Trasteel Holding S.A. on April 13, 2026
At Closing, Pubco (a to-be-formed Luxembourg public limited company) will acquire all issued and outstanding ordinary shares of Trasteel in a share-for-share exchange. The Sellers will receive aggregate consideration of $800,000,000 in Pubco Ordinary Shares, with each Pubco Ordinary Share valued at $10.00 per share. The transactions contemplate a merger in which a Merger Sub will merge into Sizzle II, with Sizzle II continuing as a wholly-owned subsidiary of Pubco. The Closing is subject to the terms and conditions of the Business Combination Agreement and customary approvals. A press release and a presentation dated April 13, 2026 are furnished as Exhibits 99.1 and 99.2.