UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 29, 2026
Sizzle Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42583 |
|
37-2148817 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4201 Georgia Avenue NW
Washington DC 20011
Cayman Islands(Address of principal executive
offices, including zip code)
Registrant’s telephone number, including
area code: (202) 846-0300
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Units, each consisting of one Class A ordinary share and one right |
|
SZZLU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
SZZL |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of the initial business combination |
|
SZZLR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
As previously disclosed,
on April 13, 2026, Sizzle Acquisition Corp. II., a Cayman Islands exempted company (“Sizzle II”), entered into a
Business Combination Agreement (the “BCA”) with and among (i) Trasteel Holding S.A., a Luxembourg company (the
“Company”), (iii) Trasteel S.A., a Luxembourg company that became party to the BCA upon its execution and
delivery of a joinder (“Pubco”), and (iv) Trasteel Merger Sub Limited, a Cayman Islands exempted company that
became party to the BCA upon its execution and delivery of a joinder (“Merger Sub”). The transactions
contemplated by the BCA are referred to as the “Transactions.”
On September 29, 2026, the
parties to the BCA entered into Amendment No. 1 to the BCA (the “Amendment”), which amends the BCA to (i) replace July
31, 2026 with September 30, 2026 as the date of PCAOB Audit Delivery Date (as defined in the BCA) and (ii) restate section 8.14(a) of
the BCA in its entirety to state that the board of directors of Pubco following the closing of the Transactions will consist of five (5)
directors, of which one is chosen by Sizzle II and four are chosen by the Company. In addition, Sizzle II also waived solely with respect
to Pubco and Merger Sub, compliance with the five (5) Business Day timing requirement set forth in Section 8.22 of the BCA relating to
formation of Pubco and Merger Sub and joinder of these entities to the BCA.
A copy of the Amendment is
filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description of the
Amendment is qualified in its entirety by reference thereto.
Additional Information
and Where to Find It
In connection with the Transactions,
Pubco intends to file a registration statement on Form F-4 with the 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 Transactions (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 Transactions and will contain important information about the Transactions 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, the Company, Pubco and the Transactions.
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 Transactions, 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 Form
8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
Participants in the Solicitation
This Form 8-K is not a solicitation
of a proxy from any investor or securityholder. Sizzle II, the Company, 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 Transactions. 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 Transactions will be set forth in the proxy statement/prospectus for the Transactions,
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 Transactions 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 Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions 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 Form 8-K contains forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Sizzle
II’s, the Company’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 Form 8-K. 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 Form 8-K, 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 in a timely manner or at all; the risk that the Transactions 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, the Company, Pubco or others following the announcement of the Transactions and any definitive agreements
with respect thereto; the inability to satisfy the conditions to the consummation of the Transactions, including the approval of the Transactions
by the shareholders of Sizzle II or other conditions set forth in the BCA ; the inability of the parties to raise all or any portion of
the contemplated PIPE Financing as provided for in the BCA; the occurrence of any event, change or other circumstance that could give
rise to the termination of the BCA relating to the Transactions; the ability to list on an applicable exchange in connection with the
consummation of the Transactions, or meet its listing standards or requirements following the consummation of the Transactions; the effect
of the announcement or pendency of the Transactions on the Company’s or Sizzle II’s business relationships, operating results,
or other current plans and operations of the Company or Sizzle II; the ability to recognize the anticipated benefits of the Transactions,
which may be affected by, among other things, competition and the ability of Pubco to grow and manage growth profitably; the possibility
that the Company, Pubco and Sizzle II may be adversely affected by other economic, business, and/or competitive factors; the Company’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 the Company, including the timing of the completion of the
Transactions; the Company’s, Sizzle II’s and/or Pubco’s ability to execute on their business plans and strategy; the
expected use of proceeds from the Transactions; 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
Transactions, 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, the Company or Pubco presently know, or that Sizzle II, the Company 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 Form 8-K. None of Sizzle II, the Company nor Pubco undertakes any obligation to publicly revise any
forward–looking statements to reflect events or circumstances that arise after the date of this Form 8-K, except as required by
applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| |
|
| 2.1 |
|
Amendment No. 1 to Business Combination Agreement, dated September 29, 2026 |
| |
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
SIZZLE ACQUISITION CORP. II |
| |
|
|
| |
By: |
/s/ Steve Salis |
| |
|
Name: |
Steve Salis |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Dated: September 30, 2026 |
|
|
