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.: Advances Industrial Digitalization with Energy Efficiency Upgrade at Profilmec’s Cuneo Plant
Lugano,
Switzerland & Bertrange, Luxembourg, August 3, 2026 - Trasteel Holding S.A. (“Trasteel” or the
“Company”), a global steel trading and industrial group, today announced that Profilmec Group
(“Profilmec”), its Italian subsidiary active in the production of cold-formed, high-frequency welded steel tubes
and profiles, has completed a significant energy efficiency and digitalization upgrade at its production site in Cuneo, Italy
earlier this month.
The initiative
is part of Trasteel’s broader strategy to strengthen operational excellence across its industrial platform through targeted investments
in digitalization and energy efficiency.
As previously announced,
on April 13, 2026, Trasteel and Sizzle Acquisition Corp. II (Nasdaq: SZZL) (“Sizzle II”) entered into a definitive
agreement for a business combination with the other parties thereto to form a new global steel trading and industrial public holding
company expected to trade under the symbol “TSTL”.
Project Overview
The project was
developed in collaboration with ABB, a global leader in electrification and automation listed on the SIX Swiss Exchange and Nasdaq
Stockholm, together with CIEB Nuova, an Italian engineering company specializing in industrial electrical systems and automation.
At the core of the upgrade is a new-generation low-voltage electrical switchboard integrating advanced network analyzers, low and medium-capacity
circuit breakers equipped with digital protection units, and a centralized touchscreen monitoring panel.
The new system
provides real-time visibility over the plant’s energy consumption, supports predictive maintenance and enables plant operators to continuously
monitor electrical performance, anticipate potential issues before they affect production, and make more informed, data-driven decisions
on energy usage.
The upgrade forms
part of a broader expansion of the Cuneo site aimed at making operations more efficient, data-driven, sustainable and resilient.
Management Commentary
“Digitalization
and energy efficiency are becoming increasingly important drivers of industrial competitiveness,” said Gianfranco Imperato,
CEO of Trasteel. “Projects such as this demonstrate our commitment to continuously modernizing our industrial assets and creating
long-term value through operational excellence.”
“Energy management
today is about turning data into operational value,” said Carlo Macrì, Energy Manager of Trasteel, “Real-time,
reliable data could allow us to optimize operations, improve efficiency, reduce waste and support better-informed investment decisions.”
“We continue
to be impressed by the Trasteel team and the strategic progress,” said Steve Salis, CEO of Sizzle II. “Trasteel is
structured to benefit from that imbalance while managing the geopolitical and macroeconomic risks that come with operating globally.
With Gianfranco Imperato, Federico Guiducci, and their team leading the business, we’re confident in its positioning to perform in the
public markets and proud to provide a path to bring it to Nasdaq.”
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 and industrial transformation activities and serves over 4,000 customers worldwide.
About Sizzle
Acquisition Corp. II
Sizzle
II is a blank check 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 see: https://sizzlespac.com.
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, 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 II 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.
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 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, as amended, 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.
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. Sizzle II’s, Trasteel’s and/or Pubco’s actual results may differ from each of their expectations,
estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of historical facts. 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 in this press release, such terms, among others, are used in the context of
making forward-looking statements.
These forward-looking
statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to:
the ability of the parties to complete the transactions contemplated by the Proposed Business Combination in a timely manner or at all;
the risk that the Proposed Business Combination or other business combination may not be completed by any deadline included in Sizzle
II’s organizational documents and the potential failure to obtain an extension of any business combination deadline; the outcome
of any government or regulatory action on inquiry, or legal proceedings, that may be commenced in respect to Sizzle II, Trasteel, Pubco
or others following the announcement of the Proposed Business Combination and any definitive agreements with respect thereto; the inability
to satisfy the conditions to the consummation of the Proposed Business Combination, including the approval of the Proposed Business Combination
by the shareholders of Sizzle II; the occurrence of any event, change or other circumstance that could give rise to the termination of
the Business Combination Agreement relating to the Proposed Business Combination; the ability to list on Nasdaq or other stock exchange
or to meet Nasdaq or other stock exchange listing standards or requirements following the consummation of the Proposed Business Combination;
the effect of the announcement or pendency of the Proposed Business Combination on Trasteel’s or Sizzle II’s business relationships,
operating results, or other current plans and operations of Trasteel or Sizzle II; the ability to recognize the anticipated benefits
of the Proposed Business Combination, which may be affected by, among other things, competition and the ability of Pubco to grow and
manage growth profitably; the possibility that Trasteel, Pubco and Sizzle II may be adversely affected by other economic, business, and/or
competitive factors; Trasteel’s, Pubco’s and Sizzle II’s estimates of expenses and profitability; expectations with
respect to future operating and financial performance and growth of Pubco or any of its subsidiaries, or Sizzle II or Trasteel, including
the timing of the completion of the Proposed Business Combination; Trasteel’s, Sizzle II’s and/or Pubco’s ability to
execute on their business plans and strategy; the expected use of proceeds from the Proposed Business Combination; and those factors
discussed in the Sizzle II Form 10-K under the heading “Risk Factors,” and other documents Sizzle II has filed, or that Sizzle
II or Pubco will file, with the SEC, or others will file in connection with the Proposed Business Combination, including the Registration
Statement.
The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in
the “Risk Factors” section of the Registration Statement referenced above, and other documents filed by Sizzle II and Pubco
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. There may be additional risks that none of Sizzle II, Trasteel or Pubco presently know, or that Sizzle II, Trasteel
or Pubco currently believe are immaterial, or other risk, which in each case could cause actual results to differ from those contained
in the forward-looking statements. For these reasons, among others, investors and other interested persons are cautioned not to place
undue reliance upon any forward-looking statements in this press release. Neither Sizzle II, Trasteel nor Pubco undertakes any 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.
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
