Filed by Sizzle Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 001-42583
Subject Company:
Sizzle Acquisition Corp. II

Trasteel Holding S.A., Through Newly Established
Trasteel Magona, Takes Over Operations of La Magona d’Italia Steel Plant in Piombino, Italy
Lease of the Liberty Magona business unit
is now effective, opening a new phase for one of Italy’s historic producers of cold-rolled, galvanized and pre-painted steel
Lugano, Switzerland & Bertrange, Luxembourg,
October 5, 2026 - Trasteel Holding S.A. (“Trasteel” or the “Company”), a global steel trading
and industrial group (the “Group”) headquartered in Lugano (Switzerland) and Luxembourg, today announced that Trasteel
Magona S.r.l. (“Trasteel Magona”), a newly established Group company set up specifically for this transaction, has
taken over the operations of the La Magona d’Italia steel plant in Piombino (Tuscany, Italy), following the effectiveness of the
lease agreement for the business unit of Liberty Magona S.r.l. (“Liberty Magona”).
The lease agreement, signed on July 29, 2026,
became effective on October 1st, 2026, and will remain in force until December 31, 2027, at the latest. The lease is intended
as a first step towards the integration of the business, which has already been contractually agreed and will be completed upon conclusion
of the restructuring process initiated by Liberty Magona through the filing with the Court of Florence of a restructuring plan subject
to court approval.
The transaction received clearance under Italy’s
Golden Power regulations on September 14, 2026, and antitrust clearance from the European Commission on September 29, 2026 (press release).
Filed by Sizzle Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 001-42583
Subject Company:
Sizzle Acquisition Corp. II

Founded more than 150 years ago, La Magona d’Italia
is one of the historic names of the Italian steel industry and a reference producer of cold-rolled, galvanized and pre-painted flat steel
products for customers in Italy and Europe. With the start of the lease, Trasteel Magona will ensure the continuity of the plant’s
operations, safeguarding approximately 500 jobs.
Production will restart gradually, in line with
a phased plan, with the objective of bringing the plant back to full operation and reaching a production capacity of over 500,000 tonnes
per year by the end of 2027.
Trasteel Magona will leverage the Group’s
global sourcing, logistics and commercial platform to support continuity, reliability and quality of supply to the plant’s customers.
The Piombino plant complements Trasteel’s
Industrial Division, which comprises 13 companies in 6 countries and processes over 800,000 tonnes1 of steel products per
year, including pipes, plates, coils and rebar.
Management Commentary
“Today marks the beginning of a new chapter
for La Magona”, said Gianfranco Imperato, CEO of Trasteel. “After several difficult years for the plant, our goal is
to bring value back to Piombino’s steel industry and restore Magona to the role it has held for more than a century and a half in
the Italian and European steel industry. We strongly believe in the relaunch of the plant and, above all, in the people who work there.
Production will restart step by step, supported by the strength of Trasteel’s global sourcing, logistics and commercial platform.”
| 1 | Based
on internal management data at FY25, which has not been audited or reviewed by the Company’s independent auditors. |
Filed by Sizzle Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 001-42583
Subject Company:
Sizzle Acquisition Corp. II

“This transaction evidences Trasteel’s
ability to source and consummate transactions in a competitive environment,” said Steve Salis, Chairman and CEO of Sizzle II.
“We are confident in their ability to execute on their business plan to increase shareholder value for the long term.”
Business Combination Agreement
As previously announced on April 13, 2026 (press
release), Trasteel has entered into a Business Combination Agreement with Sizzle Acquisition Corp. II (Nasdaq: SZZL) (“Sizzle
II”). The business combination is expected to close by the end of 2026, subject to the approval of Sizzle II’s shareholders
and other customary closing conditions. Upon closing, the combined company is expected to be listed on the Nasdaq Stock Market under the
ticker symbol “TSTL”.
About Trasteel
Trasteel is a global steel trading and industrial
group founded in 2009, operating across more than 60 countries with over 1,400 employees. The Company combines trading operations with
industrial transformation activities and serves over 4,000 customers worldwide.
For more information, please visit www.trasteel.com
About Sizzle Acquisition Corp. II
Sizzle II is a blank check company, incorporated
as a Cayman Islands exempted company, formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Sizzle II is led by Chairman
and CEO Steve Salis and Vice Chairman Jamie Karson. In addition, Sizzle II’s management team includes Daniel Lee, its CFO. Its board
of directors is comprised of: Steve Salis, Jamie Karson, Neil Leibman, David Perlin and Warren Thompson. Its board of advisors is comprised
of: Rick Camac, Michael Kuchta, Ryan Croft, Craig Curley and Tony Sage.
For more information, please visit https://sizzlespac.com
Filed by Sizzle Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 001-42583
Subject Company:
Sizzle Acquisition Corp. II

Additional Information and Where to Find
It
This press release is provided for informational
purposes only and contains information with respect to the proposed business combination (the “Proposed Business Combination”)
pursuant to the business combination agreement, dated April 13, 2026, as amended on September 29, 2026, by and among Sizzle II, Trasteel,
a holding company formed by the Trasteel group (“Pubco”), and the other parties thereto (the “Business Combination
Agreement”). Subject to its terms and conditions, the Business Combination Agreement provides that at its closing each of Sizzle
II and Trasteel will become wholly owned subsidiaries of Pubco.
In connection with the Proposed Business Combination,
Pubco intends to file a registration statement on Form F-4 with the Securities and Exchange Commission (“SEC”), which
will include a proxy statement to be sent to Sizzle II shareholders and a prospectus for the registration of Pubco securities in connection
with the Proposed Business Combination (as amended from time to time, the “Registration Statement”). If and when the
Registration Statement is declared effective by the SEC, its definitive proxy statement/prospectus and other relevant documents will be
mailed to the shareholders of Sizzle II as of the record date to be established for voting on the Proposed Business Combination and will
contain important information about the Proposed Business Combination and related matters. Shareholders of Sizzle II and other interested
persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant
documents, because they will contain important information about Sizzle II, Trasteel, Pubco and the Proposed Business Combination. Shareholders
and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,
and other relevant materials in connection with the Proposed Business Combination, without charge, once available, at the SEC’s
website at www.sec.gov or by directing a request to: Sizzle Acquisition Corp. II, 4201 Georgia Avenue, NW, Washington, D.C. 20011, Attn:
Steve Salis, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this press
release in each case is not incorporated by reference into, and is not a part of, this press release.
Filed by Sizzle Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 001-42583
Subject Company:
Sizzle Acquisition Corp. II

Participants in the Solicitation
This press release is not a solicitation of a
proxy from any investor or securityholder. Sizzle II, Trasteel, Pubco and their respective directors and executive officers may be deemed
under SEC rules to be participants in the solicitation of proxies from Sizzle II’s shareholders in connection with the Proposed
Business Combination. Sizzle II’s shareholders and other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of Sizzle II in Sizzle II’s Annual Report on Form 10-K for the fiscal year ended December 31,
2025, filed with the SEC on March 12, 2026 (the “Sizzle II Form 10-K”). Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies to Sizzle II’s shareholders in connection with the Proposed
Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration
Statement that Pubco intends to file with the SEC. Additional information regarding the interests of participants in the solicitation
of proxies in connection with the Proposed Business Combination will likewise be included in that Registration Statement. You may obtain
copies of these documents, once available, at the SEC’s website at www.sec.gov or by directing a request to the address provided
above.
No Offer or Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and
shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval,
nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Filed by Sizzle Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 001-42583
Subject Company:
Sizzle Acquisition Corp. II

Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results
may differ from Trasteel’s expectations, estimates and projections and, consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements include expectations related to the ultimate acquisition
of Trasteel Magona, the ability to increase production and maintain a certain employment levels at the plant, the completion of the proposed
business combination, Trasteel’s plans, objectives, goals, strategies, future events and performance, and any other statements that
are not statements of historical fact. No representations or warranties, express or implied, are given in, or in respect of, this press
release. When words such as “may,” “will,” “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate
solely to historical matters are used, such terms are, among others, used in the context of making forward-looking statements. Forward-looking
statements speak only as of the date they are made. There may be additional risks that are presently unknown, or that Trasteel currently
believes are immaterial, which could cause actual results to differ from those contained in the forward-looking statements. For these
reasons, among others, you are cautioned not to place undue reliance upon any forward-looking statements in this press release, and Trasteel
undertakes no obligation to publicly revise any forward-looking statements to reflect events or circumstances that arise after the date
of this press release, except as required by applicable law.
Filed by Sizzle Acquisition Corp. II
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Commission File No. 001-42583
Subject Company:
Sizzle Acquisition Corp. II

Media Contacts
Trasteel Holding S.A.
Investor Relations
Alessandro Colombi – Head of IR
e-mail: ir@trasteel.com
Media Relations
Alessandro Colombi – Head of IR
e-mail: press@trasteel.com
Investor Relations Advisor
Alpha IR Group
Michael Cummings – President
e-mail: tstl@alpha-ir.com
Media Relations Advisor
Alpha IR Group
James McCusker – Senior Managing Director
e-mail: tstl@alpha-ir.com