Trasteel to list on Nasdaq through Sizzle Acquisition Corp. II (SZZL) deal
Rhea-AI Filing Summary
Sizzle Acquisition Corp. II signed a Business Combination Agreement to merge with Trasteel Holding S.A., taking the European steel trading and processing group public via a new holding company, Pubco. Existing Trasteel shareholders will roll 100% of their equity into Pubco.
At closing, Trasteel sellers are to receive $800,000,000 in Pubco ordinary shares, valuing each share at $10.00, and Sizzle II shareholders will receive Pubco shares through a merger of Sizzle II into a Pubco subsidiary. The implied pro forma enterprise value of the combined company is about $1.3 billion, assuming no redemptions and estimated net debt of roughly $184 million.
Trasteel generated about $1.82 billion of 2025 net sales and approximately $60 million of EBITDA based on unaudited management accounts, with operations in more than 60 countries and 13 industrial factories. The deal, unanimously approved by both boards, is expected to close by the end of 2026, subject to shareholder approvals, regulatory clearance and customary conditions, with proceeds earmarked for acquisitions, working capital and general corporate purposes.
Positive
- Sizzle II secures a definitive business combination with Trasteel Holding S.A., giving it a path to de-SPAC into a substantial operating business with about $1.82 billion of 2025 net sales and an implied pro forma enterprise value near $1.3 billion.
Negative
- None.
Insights
Sizzle II’s Trasteel deal creates a sizable industrial steel platform with a $1.3B implied value.
The transaction turns Sizzle Acquisition Corp. II from a cash shell into a combined business with $800,000,000 of equity consideration in Pubco shares and an implied pro forma enterprise value near $1.3 billion. Existing Trasteel owners roll all their equity, aligning with new public investors.
Trasteel brings roughly $1.82 billion in 2025 net sales and about $60 million EBITDA (unaudited, under Swiss GAAP), spanning global trading and 13 industrial plants. The structure assumes no redemptions and about $184 million of net debt, so actual leverage and free cash will depend on redemptions and any additional capital raised.
The parties expect closing by the end of 2026, after SEC review of a Form F-4, shareholder votes and standard regulatory and closing conditions. Execution will hinge on SPAC shareholder redemptions, market conditions and Trasteel maintaining its financial performance as it transitions to IFRS reporting and public-company standards.
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement financial
special purpose acquisition company financial
Form F-4 regulatory
registration statement regulatory
proxy statement/prospectus regulatory
forward-looking statements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Washington
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +1 (
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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| upon the consummation of the initial business combination | The 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 7.01 Regulation FD Disclosure.
On April 13, 2026, Sizzle Acquisition Corp. II, a Cayman Islands exempted company (“Sizzle II”), issued a press release announcing the execution of a Business Combination Agreement (the “Business Combination Agreement”), dated April 13, 2026, with Trasteel Holding S.A., a Luxembourg company (“Trasteel” or the “Company”), and, upon execution and delivery of a joinder, a to-be-formed Luxembourg corporation in the form of a public limited liability company (société anonyme), to be registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) (“Pubco”), and a to-be-formed Cayman Islands exempted company that will be a wholly-owned subsidiary of Pubco (“Merger Sub”).
At the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) Pubco will acquire all of the issued and outstanding ordinary shares of the Company (the “Company Ordinary Shares”) from the Company’s shareholders (the “Sellers”) in exchange for ordinary shares, par value $0.0001 per share, of Pubco (“Pubco Ordinary Shares”), the Company shall become a wholly-owned subsidiary of Pubco and the Sellers shall become shareholders of Pubco (the “Share Exchange”); and (b) Merger Sub will merge with and into Sizzle II, with Sizzle II continuing as the surviving entity and a wholly-owned subsidiary of Pubco, and with Sizze II securityholders receiving Pubco Ordinary Shares.
Under the Business Combination Agreement, immediately prior to the Closing, each outstanding private and publicly traded unit of Sizzle II will be automatically separated into its component securities, consisting of one Class A ordinary share, par value $0.0001 per share, of Sizzle II (collectively, “Sizzle Class A Ordinary Shares”) and one right entitling the holder thereof to receive one-tenth of one Sizzle Class A Ordinary Share (collectively, “Sizzle Rights”), and thereafter Sizzle Rights will be aggregated per holder and converted into Sizzle Class A Ordinary Shares in accordance with their terms. Also, immediately prior to the Closing, each issued and outstanding Class B ordinary share, par value $0.0001 per share (collectively, “Sizzle Class B Ordinary Shares”), of Sizzle II will be automatically converted into one Sizzle Class A Ordinary Share.
At the Closing, (a) each Sizzle Class A Ordinary Share (including converted Sizzle Rights and Sizzle Class B Ordinary Shares) will be cancelled in exchange for the right of the holder thereof to receive one Pubco Ordinary Share; and (b) the Sellers shall receive in the aggregate for all of their Company Ordinary Shares $800,000,000 in Pubco Ordinary Shares, with each Pubco Ordinary Share valued for such purposes at $10.00 per share. The occurrence of the Closing is subject to the terms and conditions set forth in the Business Combination Agreement.
A copy of the press release relating to entry into the Business Combination Agreement is furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by reference is a presentation (the “Presentation“) that will be used by the Company and Sizzle II in connection with the Business Combination Agreement.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, in each case is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Additional Information and Where to Find It
This Current Report on Form 8-K (“Form 8-K”) is provided for informational purposes only and contains information with respect to a proposed business combination (the “Proposed Business Combination”) among Sizzle II, the Company and the parties to the Business Combination Agreement. Sizzle II intends to file an additional current report on Form 8-K on or before April 17, 2026, regarding the entry into the Business Combination Agreement.
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 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, 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 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 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.
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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, 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 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 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 Form 8-K. 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 Form 8-K, except as required by applicable law.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 13, 2026. | |
| 99.2 | Presentation, dated April 13, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 | ||
| Date: April 13, 2026 | By: | /s/ Steve Salis |
| Name: Steve Salis | ||
| Title: Chief Executive Officer | ||
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Exhibit 99.1
Trasteel
Holding S.A., a European Leader in Steel Trading and Processing, Agrees to Go Public
Through a Business Combination with Sizzle
Acquisition Corp. II
April 13, 2026
Trasteel Holding S.A. (“Trasteel”), headquartered in Lugano (Switzerland) and Luxembourg, and Sizzle Acquisition Corp. II (Nasdaq: SZZL) (“Sizzle II”), a Cayman Islands publicly traded special purpose acquisition company, today announced that they have entered into a definitive agreement, dated April 13, 2026, for a business combination (“Business Combination Agreement”) to form a new global steel trading and industrial public holding company (“Pubco”). Upon closing of the business combination, subject to approval by Trasteel and Sizzle II shareholders and satisfaction of other customary closing conditions, Trasteel and Sizzle II intend to list Pubco on the Nasdaq Stock Market LLC, under the symbol “TSTL”, with each of Trasteel and Sizzle II becoming wholly owned subsidiaries of Pubco. The closing is expected to occur by the end of 2026.
Trasteel was formed in 2009 and is currently owned by Giuseppe Mannina, Fratelli Cosulich Spa and Gianfranco Imperato. Over the past 17 years, Trasteel has evolved from a pure steel trading business into a dual business model combining trading operations (approximately 50% of sales) covering all the needs of the steel supply chain, including energy, with industrial steel transformation (approximately 50% of sales). The company operates in over 60 countries around the world across the steel value chain through steel and raw materials trading, steel related consumables trading, non-ferrous trading, energy trading and industrial transformation. It also trades alumina, silicon carbide, graphite, cassiterite, bauxite, copper, zinc, nickel, chromium, titanium, and tin. Trasteel’s industrial division owns a portfolio of 13 factories in 6 countries, and the company sells to over 4,000 customers worldwide.
Trasteel intends to use the proceeds from the business combination for accretive strategic acquisitions and investments, working capital and other general corporate purposes.
Management Commentary
“We are enthusiastic to partner with the Sizzle II team to become a publicly traded company on Nasdaq,” said Trasteel’s Chairman, Giuseppe Mannina, and CEO, Gianfranco Imperato. “We believe the need for additional steel products in Europe and the rest of the world will only continue to accelerate as demand continues to outstrip supply. We believe the funds raised though this transaction, together with gaining access to the public capital markets by listing on Nasdaq, will allow us to achieve our goals in 2027 and beyond.”
“Trasteel’s hedged business model and its track record of generating impressive revenues, combined with its world-class management team, led us to partner together in pursuit of Trasteel becoming a public company. We believe the company is well positioned to weather geo-political risk and macroeconomic headwinds, while generating consistent results,” commented Steve Salis, CEO of Sizzle II.
“We anticipate global demand for steel and other metals to continue to increase and believe that Trasteel is well-positioned to benefit by such increased demand. The Trasteel team, led by CEO Gianfranco Imperato and CFO Federico Guiducci is highly experienced, strategic, and focused on delivering results for its shareholders. We are thrilled to bring this quality company to market,” added Jamie Karson, Vice Chairman of Sizzle II.
Key Transaction Highlights
| ● | Large and Growing Demand for Steel and Other Metals |
| ● | Hedged Business Model |
| ● | Strong Revenue Growth |
| ● | Strong Organic and Acquisition Growth Outlook |
| ● | Portfolio Management Approach on Investments |
Transaction Overview
The transaction consideration in the business combination, in the form of newly-issued Pubco shares, is based on a pre-money equity value of Trasteel of $800 million. The implied pro forma enterprise value of the combined company upon the closing of the business combination is anticipated to be approximately $1.3 billion (assuming no redemptions by public shareholders of Sizzle II, based on estimated shares outstanding (including converted rights) immediately after the closing at $10 per share and taking into account estimated net debt of the combined company of approximately $184 million). Existing shareholders of Trasteel will roll 100% of their equity into Pubco.
The Boards of Directors of each of Trasteel and Sizzle II have unanimously approved the business combination. The business combination will require the approval of the shareholders of each of Trasteel and Sizzle II and is subject to other customary closing conditions. It is currently expected that the business combination will close by the end of 2026.
Additional information about Trasteel is available on the Trasteel website at https://www.trasteel.com.
Advisors
Young America Capital LLC is acting as exclusive financial advisor to Trasteel, and Greenberg Traurig LLP is acting as its U.S. legal counsel. Cantor Fitzgerald & Co. is acting as capital markets advisor to Sizzle II, and Ellenoff Grossman & Schole LLP is acting as its U.S. legal counsel.
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.
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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 by and among Sizzle II, Trasteel, Pubco, and the other parties thereto. 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.
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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.
For more information, contact Sizzle II at:
Jamie Karson
jkarson@salisholdings.com
917-834-9600
Steve Salis
ssalis@salisholdings.com
646-243-1648
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Exhibit 99.2
Investor Presentation | April 2026 Trasteel Holding S.A. People Behind Steel Steel & Metals Trading • Industrial Assets • Energy
2 Disclaimer ( 1/4 ) This Presentation (together with oral statements made in connection herewith, the “ Presentation ”) is for informational purposes only to assist interested parties in making their own evaluation with respect to a proposed business combination (the “ Business Combination ”) among Sizzle Acquisition Corp . II (“ Sizzle II ”), Trasteel Holding S . A . , a Luxembourg corporation (together with its subsidiaries, “ Trasteel ” or the “ Company ”), and a newly formed company, which will be the holding company of the Company and Sizzle II upon consummation of the Business Combination (“ Pubco ”), and the other parties thereto, and may be used in related transactions (including in connection with any proposed private placement of securities in connection with the Business Combination) . This Presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments or securities of Sizzle II or the Company or any affiliates thereof . The terms of the Business Combination set forth in this Presentation are indicative, non - binding and subject to further discussion, negotiation and change . You are hereby advised that the United States securities laws restrict persons with material non - public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information . The information contained herein does not purport to be all - inclusive and none of Sizzle II, the Company, nor any of their respective subsidiaries, shareholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation, including any information based on studies, publications, surveys, or internal estimates . Prospective investors in the proposed private placement should consult with their own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision . The recipient shall not rely upon any statement, representation or warranty made by any other person, organization, firm or corporation in making its investment decision to subscribe for securities of Pubco which is expected to be the holding company of Sizzle II and Trasteel upon consummation of the Business Combination (the “ Combined Company ”) . To the fullest extent permitted by law, in no circumstances will Sizzle II, the Company, Pubco or any of their respective subsidiaries, shareholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or relating to opinions communicated in relation thereto or otherwise arising in connection therewith . The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs . No Offer or Solicitation . This Presentation shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934 , as amended . This Presentation and any oral statement made in connection with this Presentation do not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any equity, debt or other financial instruments or securities of Sizzle II or the Company or any affiliates thereof . This Presentation also does not constitute any solicitation of any vote, consent, approval or proxy in connection with the Business Combination or of Sizzle II, Pubco or the Company or any of their affiliates, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction . Neither Sizzle II, the Company nor Pubco is making any offer to sell, or soliciting any offer to buy securities, and cannot accept any securities for orders . Any offering of securities in any private placement will not be registered under the Securities Act of 1933 , as amended (the “ Securities Act ”), and such a private placement is expected to be offered to a limited number of institutional “accredited investors” as defined in Rule 501 (a)( 1 ), ( 2 ), ( 3 ) or ( 7 ) under the Act and “Institutional Accounts” as defined in FINRA Rule 4512 (c) . Prior to investment in any securities, any prospective investor should consult with their counsel as to the applicable requirements to avail itself of any exemption under the Securities Act and regarding the terms of any applicable subscription agreement . This Presentation does not constitute either advice or a recommendation regarding any securities .
3 Disclaimer ( 2/4 ) Sizzle II, the Company and Pubco and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Sizzle II’s shareholders with respect to the potential Business Combination . A list of the names of Sizzle II’s directors and executive officers and a description of their interests in Sizzle II is contained in Sizzle II’s final prospectus relating to its initial public offering, which was filed with the Securities and Exchange Commission (the “ SEC ”) on April 2 , 2025 and is available free of charge at the SEC’s web site at www . sec . gov , or by directing a request to Sizzle II . Additional information regarding the interests of the participants in the solicitation of proxies from the shareholders of Sizzle II with respect to the proposed Business Combination will be contained in a registration statement on Form F - 4 , and accompanying proxy statement/prospectus, for the proposed Business Combination which is expected to be filed by Pubco with the SEC, and is available at the SEC’s web site referenced above, when available (the “ Registration Statement ”) . Additional Information and Where to Find It . In connection with the Business Combination, Pubco intends to file the Registration Statement, 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 . 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 Business Combination and will contain important information about the 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 Business Combination . Shareholders and other interested persons will also be able to obtain copies of the Registration Statement, including its preliminary proxy statement/prospectus, its 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 . This Presentation is not a substitute for the Registration Statement or for any other document that Sizzle II or Pubco may file with the SEC in connection with the Business Combination . Interested persons are urged to read the documents filed with the SEC carefully and in their entirety when the become available because they will contain important information . Interested security holders and investors may obtain free copies of such documents, without charge, as described above . Forward - Looking Statements . Certain statements in this Presentation may be considered “forward - looking statements” . Forward - looking statements herein generally relate to future events or the future financial or operating performance of Sizzle II, the Company or the Combined Company . For example, projections of future financial performance of the Combined Company, the Business Combination, the Combined Company’s business plan, other projections concerning key performance metrics or milestones, the proceeds of the Business Combination and the Combined Company’s expected cash runway, and the potential effects of the Business Combination on Sizzle II, the Company and/or the Combined Company, are forward - looking statements . In some cases, you can identify forward - looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar terminology . Such forward - looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward - looking statements . Such forward - looking statements includes a projected financial information, which is for illustrative purposes only, is based on assumptions that may not materialize, and has not been audited or reviewed by any independent auditors . These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by Sizzle II, the Company and their respective management, as the case may be, are inherently uncertain and subject to material change . New risks and uncertainties may emerge from time to time, and it is not possible to predict all risk and uncertainties . Factors that may cause actual results to differ materially from current expectations include, but are not limited to, factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in Sizzle II’s final prospectus relating to its initial public offering, dated April 2 , 2025 , and other filings with the SEC, as well as factors associated with companies, such as the Company, including anticipated trends, growth rates, and challenges in their businesses and in the markets in which they operate, including the factors described in the summary risk factors that will accompany this Presentation . Nothing in this Presentation should be regarded as a representation by any person that the forward - looking statements set forth herein will be achieved or that any of the contemplated results of such forward - looking statements will be achieved . You should not place undue reliance on forward - looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and referenced herein .
4 Disclaimer ( 3/4 ) Trademarks . This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM© or ® symbols, but such references are not intended to indicate in any way that any of Sizzle II, the Company or Pubco or any third - party will not assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights . This Presentation also includes trademarks, trade names, and service marks that are the property of other organizations . We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties . No Relationship or Joint Venture . Nothing contained in this Presentation will be deemed or construed to create the relationship of partnership, association, principal and agent or joint venture . This Presentation does not create any obligation on the part of the Company, Sizzle II or the recipient to enter into any further agreement or arrangement . Unless and until a definitive agreement has been fully executed and delivered, no contract or agreement providing for a transaction will be deemed to exist and none of Sizzle II, the Company or the recipient will be under any legal obligation of any kind whatsoever . Accordingly, this Presentation is not intended to create for any party a right of specific performance or a right to seek any payment or damages for failure, for any reason, to complete any proposed transactions contemplated herein . Third Party Information ; Information Sources . Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company’s own internal estimates and research regarding the business or industry of the Company . All information contained in this Presentation regarding or relating to the Company have been supplied only by the Company . All information contained in this Presentation relating to Sizzle II have been supplied only by Sizzle II . In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions . Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source, and the Company and Sizzle II cannot guarantee and make no representation or warranty, express or implied, as to its accuracy and completeness . Financial Information . The financial information and data of the Company and relating to the Business Combination contained in this Presentation is unaudited (or audited under non - U . S . accounting principles as noted below) and does not conform to Regulation S - X promulgated by the SEC . Accordingly, such information and data may not be included in, and may be adjusted in, or presented differently in, the Registration Statement . This Presentation includes financial information of the Company that is presented as of and for each of the years ended December 31 , 2025 , 2024 and 2023 (collectively, the “ Annual Periods "), which information is preliminary, has not yet been audited by the Company’s independent registered public accounting firm and is subject to change . The Company’s actual results may differ materially from such financial information included in this Presentation due to the completion of the Company’s closing procedures, financial adjustments and other developments that may arise . This preliminary financial information is not a comprehensive statement of the Company’s financial results for any of the Annual Periods nor any period under review or presentation, and should not be viewed as a substitute for full financial statements prepared in accordance with International Financial Reporting Standards (“ IFRS ”), as issued by the International Accounting Standards Board . In addition, this preliminary financial information is not necessarily indicative of the results to be achieved in any future period .
5 Disclaimer ( 4/4 ) This Presentation also includes the Company’s historical consolidated financial information for the fiscal years ending December 31 , 2019 - 2022 which were prepared in accordance with accounting principles generally accepted in Switzerland ( Fachempfehlungen zur Rechnungslegung / Accounting and Reporting Recommendations) (“ Swiss GAAP FER ”) . Swiss GAAP FER differs in certain significant respects from IFRS, as issued by the International Accounting Standards Board . This financial information is solely based the Company’s management’s assessments of financial information for these periods, in all material respects, under Swiss GAAP FER and are unaudited in accordance with IFRS (or US GAAP), and does not conform to the requirements of Regulation S - X of the SEC . The Company has not prepared and does not intend to prepare financial information for any period preceding fiscal year ending December 31 , 2023 in accordance with IFRS (or US GAAP), and such information contained in this Presentation is solely based on such Swiss GAAP FER financial information . This Presentation also includes non - IFRS financial information of the Company, including EBIT, EBITDA, adjusted net debt and adjusted equity , which should be considered supplemental to, not a substitute for, or superior to, the financial measures calculated in accordance with IFRS . The Company believes that these non - IFRS financial measures provide users of the Company’s financial information with useful supplemental information that enables a better comparison of the Company’s performance across periods . There are a number of limitations related to the use of these non - IFRS financial measures and their nearest IFRS equivalents . For example, the Company’s definitions of non - IFRS financial measures may differ from non - IFRS financial measures used by other companies . Accordingly, you should not place undue reliance on these preliminary financial results contained in this Presentation . Neither the Company’s (nor Sizzle II’s nor any of their affiliates’) independent registered public accounting firm has audited, reviewed, or performed any procedures with respect to the Company’s preliminary financial results or financial information contained in this Presentation or the accounting treatment thereof and any such firm does not express an opinion or any other form of assurance with respect thereto . Accordingly, the Company’s financial information and data contained in this Presentation may not be included in, may be adjusted in or may be presented differently in, any registration statement that the Company, Sizzle II or any of their affiliates submit to or file with the Securities and Exchange Commission . Use of Projections . The projections, estimates, and targets in this Presentation are forward - looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of each of the parties to the Business Combination . See “Forward - Looking Statements” above . The projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying the prospective information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective information . While all projections, estimates and targets are necessarily speculative, each of the parties to the Business Combination believe that the preparation of prospective information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation . Accordingly, there can be no assurance that prospective results are indicative of future performance or that actual results will not differ materially from any results presented or indicated in the prospective information .
6 Who We Are We Buy, Global sourcing across mills and raw - material suppliers. Disciplined execution across geographies and products. Move, End - to - end logistics by sea, rail and road; insured and fully hedged. Reliable delivery through a global execution network. (Process) Industrial assets that process and upgrade steel (tubes, service centers, plates, coated coils). Value creation via processing and product mix. & Sell Steel Delivering to OEMs, processors and distributors in 60+ countries. Customer proximity and recurring relationships. Scale & footprint* 1.5M+ metric tons managed* 4,000+ customers* 60+ countries* 1,400+ people* Physical Trading Paper Trading Industrial BU > 1.8bn $ Revenue We are today a global steel trading and industrial group backed by centuries of combined experience in the steel industry . * See Glossary for definitions. Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 2 026
7 History & Evolution of Trasteel 2009 2015 2020 2022/2023 2024/2025 2026 Foundation Trasteel Established and managed by former Duferco (now DITH, World’s leading Steel Trader) executives*. Initial model: pure steel trading with selected minority industrial investments 1 st Acquisition TAMAC S.r.l. Acquisition of a coil cutting center to integrate trading activity 2nd Acquisition Shift from a pure trading model to a growth dual - business model (trading + industry) Acquisition of large re - rolling mill in Italy, strengthening industrial footprint. 3 rd Acquisition Profilmec Group Acquisitions positioning Trasteel as one of the largest European producer of carbon steel tubes. Consolidation Further Acquisitions Util: vertical integration of Tamac. SPAC Transaction Strategic equity increase Expected SPAC closing Proceeds expected to be used for continued strategic acquisition of industrial assets Expansion of the trading platform through onboarding of senior traders from major competitors (e.g., DITH, …). 0 $ Group Sales* New Shareholder Trasteel expands its industrial footprint through Yugotub, LIFI, Trasteel Polska, Trasteel Inginerie Further Acquisitions Officine Tecnosider Further Consolidation BBC: Noble ferro - alloys trading desk TIP: Vertical integration of energy trading desk Energy: Gas + Power Metallics: Scrap, Pig Iron, Iron Ore, HBI Upgraded Trading desks Derivatives: hedging Non - ferrous: Aluminum, Lead, Copper, Zinc, … Ferro - Alloys: bulk & noble 355.6 M/$ Group Sales 464.9 M/$ Group Sales 1,453.2 M/$ Group Sales 1,821 M/$* Group Sales We are today a global steel trading and industrial group backed by centuries of combined experience in the steel industry . *See Glossary for definitions. Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 2 026
8 Steel – A Large and Highly Fragmented Market Steel is far more fragmented than other major commodities, creating structural opportunities for traders . RANKING COMMODITIES By Market Value in USD, 2024 1 Oil Largest commodity market by value 3.0 TN 2 Steel Fragmented market → strong role for traders 3 Cement High volume, concentrated production 4 Iron - ore Upstream input to steel production 5 6 7 Aluminum Lightweighting and packaging MARKET CONCENTRATION Share represented by top 5 producers Oil 40% Cement 45% Steel 28% Room for independent trading 1.5 TN 450 BN 286 BN 207 BN 200 BN 186 BN Gold Financial + industrial demand Copper Electrification - driven relevance 7% 3% 3% 2% 2% 10% 13% 10% 7% 3% 3% 9% 11% 5% 4% 4% 4% 13% 0% 2% 4% 6% 8% 10% 12% 14% By Market Share in %, 2024
9 Global Steel Market – Overview International Trade Exports as % of production (2023) 25 % 435 M metric tons export / 1,892 M metric tons production Global steel production stable at high levels China the determinant of prices and trade flows Trade share at 25 - 30% (vs. peaks of 35 - 38%) Top producers (in M metric tons, 2024) Highly concentrated market: China ≈53% of global production Production Crude steel, 2024 1,885 M metric tons Consumption Finished products, 2024 1,742 M metric tons ≈ 1.5 Tn $ Exports ≈25% of the production, 2023 435 M metric tons X 5 * 0% 10% 20% 30% 40% 50% - 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 *Before reaching consumers / final end - users, steel is typically bought, processed, and resold 4 - 5 times. Example: Steel mill produces coil → Pipe maker produces pipes → Component manufacturer produces frames → Bicycle manufacturer pr oduces bicycles. 10 % 12 % Automotive 52 % Construction Mechanical Engineering 16 % 10 % Metal Components STEEL USE 2024 1,742 M metric tons Breakdown of Demand Construction is the structural driver with lower volatility compared to industrial sectors Global Production Global Export Export Share Others* includes other transport, electrical equipment and appliances 1,005 149 125 84 80 130 65 60 44 42 Countries Companies
10 Trading & Industrial – Divisions Overview Physical Trading Paper Trading Industrial BU General Trading Steel + raw materials Consumables Electrodes, refractories, alloys Non - Ferrous Up/Mid/Downstream Revenue (2025*) ~$621M Revenue (2025*) ~$394M Revenue (2025*) ~$35.6M Companies involved General Trading Trasteel International SA CMP S.r.l. Consumables Trasteel International SA CMP S.r.l. BBC Alloys S.r.l Non - Ferrous Trasteel International SA Products Segment (Lugano & Hong - Kong Offices) Non - Ferrous Aluminum, Zinc, Tin, Copper, Lead Steel EHR, HC Metallics Scrap, Rebars, Iron Ore Coal Steam Coal, Coking Coal Carbon Credits EUAs Physical Trading Energy Power, Gas Products Trasteel Hedging OTC Trading with Third - parties Arbitrage Paper / Derivatives Trading Platforms Industrial Industrial Activities Revenue ($/M) CAGR 21 - 25: >17% PIPES ISPADUE • YUGOTUB • SIM • PROFILMEC • LIFI COILS TAMAC • UTIL ITALY • UTIL CHINA PLATES OFFICINE TECNOSIDER ENGINEERING FEMATEK • ROLM REBARS TRASTEEL POLSKA • TRASTEEL ROMANIA Net sales $ 766 M Companies 13 Countries 6 Processed / year ~ 800 k/ Mt 2025 2025 F025 2025 Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 2 026 408 769 729 714 766 2021 2022 2023 2024 2025
11 Geopolitical Risk turned into Opportunity The Iran conflict and potential disruption of the Strait of Hormuz may increase freight costs and transit times . For Trasteel, this volatile environment represents an opportunity rather than a threat . Other major trade routes unaffected Routes affected by conflict (<10% 1 ) Trade Routes View CEO Expected Short - Term Impact on Trasteel Transportation & Insurance Costs +50% Neutral impact for Trasteel as most cargo is purchased CIF . Delays 60 – 90 days Limited operational impact with possible delay of minor volumes from 2026 to 2027 in case of prolonged disruption ~+15% Cost shifting to customers Cost increases are transferred to customers, with neutral or slightly positive margin effects . Transformation Cost Increase Applies to the Industrial Business Unit . Not applicable to trading division. Net Impact on EBITDA 1 Current geopolitical disruption, and the resulting market volatility, represents an opportunity rather than a threat for Trasteel . +Positive © Australian Bureau of Statistics, GeoNames, Geospatial Data Edit, Microsoft, Navinfo, Open Places, OpenStreetMap, Overture M aps Fundation, TomTom, Wikipedia, Zenrin Con tecnologia Bing Trading Trading + Industry Sanctioned 1 This statement reflects management’s current expectations and estimates and constitutes a forward - looking statement. Actual resu lts may differ materially due to various risks and uncertainties.
12 Financials – Income Statement (2019 - 2025) Total Revenues (USD/M) $1,821.1M* 2025 Strong revenue growth driven by the evolution of the shareholding structure and a transition to a dual business model, combining people - driven trading expansion with disciplined asset acquisitions across the steel value chain . Gross Margin (USD/M) $147.5M* 2025 Margin expansion supported by increasing volumes and a progressive shift toward higher value - added businesses , including consumables, non - ferrous and integrated industrial activities EBITDA 1 (USD/M) $60.3M* 2025 EBITDA growth reflects the same structural drivers, with improved operational leverage and a more balanced mix between trading margins and industrial value creation . Profit for the Period (USD/M) $7.5M* 2025 Steel remains inherently cyclical, however, Trasteel’s conservative and resilient model has consistently preserved profitability even in downturns . Q 1 2026 already shows a significant improvement in margins, driven by EU CBAM and general price increases . 374 465 923 1,453 1,417 1,495 1,821 2019 2020 2021 2022 2023 2024 2025 17 31 66 157 138 123 148 2019 2020 2021 2022 2023 2024 2025 6 13 40 94 59 41 60 2019 2020 2021 2022 2023 2024 2025 CAGR 6Y 30.2% CAGR 6Y 48.2% CAGR 6Y 34.5% CAGR 6Y 43.7% 1 3 18 65 22 1 7 2019 2020 2021 2022 2023 2024 2025 1 EBITD A is a non - IFRS measure, please see Disclaimer on slide 4 and Appendix *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6
13 Financials – Balance Sheet (2019 - 2025) Current Assets (USD/M) $890.9M* 2025 Non - Current Assets (USD/M) $293.1M* 2025 211 236 404 677 730 767 891 2019 2020 2021 2022 2023 2024 2025 4 126 113 186 202 188 215 2 5 7 13 41 74 78 2019 2020 2021 2022 2023 2024 2025 PPE Other Non-Current Assets Financial Debt Breakdown (USD/M) $525.1M* 2025 Equity (USD/M) $196.5M* 2025 30 69 83 152 178 161 197 2019 2020 2021 2022 2023 2024 2025 124 103 157 187 223 337 388 - 49 83 123 136 118 137 2019 2020 2021 2022 2023 2024 2025 Current Financial Liabilities Non-Current Financial Liabilities Increase driven by higher trading volumes and the expansion of the group’s industrial perimeter through acquisitions PPE growth driven by investments in industrial assets following the execution of the shift from a pure trading house to a dual business unit model . Current financial liabilities are fully self - liquidating, covered by pre - sold inventory and receivables . Equity increased ~ 6 . 5 x over the period , reflecting sustained value creation and is expected to continue growing in line with the Group’s expansion strategy and business model . 1 EBITD A is a non - IFRS measure, please see Disclaimer on slide 4 and Appendix *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6
14 Debt is a core structural component of Trasteel’s integrated trading platform. 2025 Debt Profile No debt at Trasteel Holding S . A . level, all facilities are at subsidiary level : 1. Stand - alone Facilities (OTS, Profilmec Group, Tamac) : ring - fenced, no parent guarantee, structurally segregated from the trading perimeter . 2. Trade Finance / Transactional lines : fully self - liquidating, diversified across ~ 20 banks, strictly linked to pre - sold, insured physical transactions . 3. Minor credit facilities (> 4 m $ ) : granted to secondary industrial subsidiaries, parent - guaranteed . 4. Special Lines for Non - Commodity Flows (~ 60 m $ ) : short - term, deal - by - deal, higher spreads . Adjusted Net Debt 1 Pre - sold, hedged inventory (> 95 % back - to - back trading) of 210 . 3 m $ * in 2025 is economically equivalent to cash and is deducted from gross debt in adjusted net debt, together with security deposits . Dedicated trade - finance (trading) >$450M* Deal - by - deal (uncommitted) Global Credit Lines (Group) ~1.5 bn $* Including L/C utilization Average Utilization Rate >70% Incl. L/C 1 Adjusted Net Debt is a non - IFRS measure, please see Disclaimer on slide 4 and Appendix *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6 Adjusted Net Debt 1 2025 2024 2023 in M/USD 525,1 455,5 359,4 Total financial debt - 135,8 - 155,5 - 193,7 ( - ) Cash and equivalents - 210,3 - 178,3 - 134,3 ( - ) Marketable, fully hedged inventories - 29,1 - 33,5 - 20,7 ( - ) Security deposits 149,8 88,2 10,8 Adjusted Net Debt 2.5x 1.9x 0.9x Statutory net debt to equity ratio 0.8x 0.5x 0.1x Adjusted net debt to equity ratio Adjusted Equity 2 2025 2024 2023 in M/USD 128,9 103,4 114,8 Statutory equity 22,8 33 52,7 (+) Negative goodwill 5 5 5 (+) Subordinated shareholder loan 156,7 141,5 172,5 Equity of Trasteel 67,6 57,7 63,1 (+) Minority interests 224,4 199,2 235,6 Equity of the Group Leverage ratios 2025 2024 2023 in millions of USD 0.7x 0.4x 0.0x Adjusted net debt to Group equity 2.3x 2.1x 0.2x Adjusted net debt to EBITDA
15 STEEL TRANSFORMATION STEEL PRODUCTION Scrap Metal Coke Ovens Sinter Plant Blast Furnace Tundish ELECTRIC ARC FURNACE (EAF) BASIC OXYGEN FURNACE (OAF) RAW MATERIALS & PREPARATION CONTINUOUS CASTING Iron Ore Limestone Coke CAST IRON PRODUCTION Blooms Billets Slabs Reheating furnace Hot rolling mill Hot Rolled Coils ROLLING FINISHED STEEL PRODUCTS SEMI - FINISHED PRODUCTS BOF EAF STEEL PRODUCTION TRASTEEL TRADING TRASTEEL TRADING LONG PRODUCTS FLAT PRODUCTS Structural Shapes Rails Reheating furnace Hot rolling mill Tube rounds OFFICINE TECNOSIDER Reheating furnace Hot rolling mill Reheating furnace Hot rolling mill TRASTEEL POLSKA & ROMANIA Rods PROFILMEC TAMAC Pre - Painted & Galvanized Coils Tubes Strips & Sheets Seamless Tubes Plate Bars TRASTEEL TRADING UTIL Auto parts CYCLICAL + LOW CORRELATION RAW MATERIALS – SEMI - FINISHED PRODUCTS = HIGH RISK CYCLICAL + HIGH CORRELATION RAW MATERIALS – SEMI - FINISHED PRODUCTS = LOW RISK focus on Spread Management (SEMI - FINISHED PRODUCTS – FINISHED PRODUCTS) Trasteel in the Steel Value Chain Industrial BU Physical Trading
Util Industries S . p . A . Via Papa Giovanni XXIII, 10 Villanova d’Asti (AT), Italy
17 Simplified Shareholding Structure Fantex Giuseppe Mannina 50% Fratelli Cosulich Augusto Cosulich 36.95% Netfund SA Gianfranco Imperato (CEO) 13.05% Trasteel Group* Holding & Operating Platform 100% Trasteel International Lugano, CH 100% Profilmec Group Italy / Serbia 67.2% Util Group Italy / China Trasteel Polska & Romania Poland / Romania Trasteel Engineering Services Italy / Turkey Mimesis IT Italy 49% Officine Tecnosider Udine, IT 51% Tamac Massa, IT 100% Trasteel Energy Lugano, CH 100% BBC Alloys Genova, IT 60% TIP Power & Gas Terni, IT 22.5% 100% 100% 65% *All financial and operating data presented herein refer to Trasteel Trading Holding SA, a 100 % owned subsidiary of Trasteel Holding SA . Trasteel Holding SA qualifies as a pure holding company and, as such, does not conduct any operating business, and is the entity subject to the SPAC transaction .
18 Key People Gianfranco Imperato Federico Guiducci Giuseppe Mannina Augusto Cosulich • Joined Trasteel in 2013 as CFO and CIO, overseeing group financing and administrative functions • Nearly 30 years of experience in the global steel industry • Began his career at Duferco in 1994, holding senior executive roles across Switzerland, Romania, Denmark, and Italy • Chief Executive Officer of Trasteel Group since 2011 and shareholder since 2020 • Began his career at McKinsey & Company (1990 - 1993), later holding senior management roles at Duferco (1993 - 2000) • Played a key role in Trasteel’s integration into the Fratelli Cosulich Group in 2020 and reshaping of Business Model from pure trading to trading and investment platform. • Co - founder of Trasteel Group with over 40 years of experience in the global steel and metals industry • Began his career at Finsider, later joining Duferco and serving as CEO at Evraz, leading global operations and major M&A transactions across international markets. • Shareholder and CEO of Sideralloys, overseeing the revamping of the ex - Alcoa Portovesme aluminium site in Italy • Board member of Trasteel, supporting long - term strategic development and global expansion • Senior executive within the Fratelli Cosulich Group, with a background in law and international business • Instrumental in developing strategic partnerships and joint ventures with global players, including COSCO and ARKAS
19 Creation of Value through a Dual Business Model MISSION 1 (Trading Division) To generate TRADING MARGINS to cover overheads and generate minimum ROE . People +170 2025 Sales 1.1 bn/$ 2025* MISSION 2 (Industrial Division) To generate significant CAPITAL GAINS by investing in low cycle and divesting in high cycle. People +1,300 2025 Sales 766 m/$ 2025* TRADING FINANCIAL INSTRUMENTS STEEL RAW MATERIALS NON FERROUS ENERGY CONSUMABLES INVESTMENTS in Steel Transformation OTHERS PIPE MAKERS RE ROLLERS SERVICE CENTERS ENGINEERING & MACHINERY AUTOMOTIVE COMPONENTS Physical Trading Paper Trading Industrial BU PHYSICAL TRADING PAPER TRADING INDUSTRIAL BU *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6
20 Trasteel’s Dual Growth Strategy Performance (Main M&A Deals)* EV acquisition Current/Target EV 2020 OTS EBITDA 2019 × 5.5 Current EBITDA × 6 +70% 2021 Profilmec Current EBITDA × 6 Mission 2: Creation of value through opportunistic portfolio management (Impero Rule) Industry EBITDA 2022 × 1.5 +50% Peak Multiples in the industry: ~10x / ~14x; Examples: Trametal/Metinvest (15x); Viz Stahl / Duferco (10x) Mission 1: Growth of trading volumes through acquisition of trading teams Trading Performance (2009 2025)* Banks 3 >20 Trading Desks 3 6 Credit lines 50M$ >450M$ Avg. Utilization Rate: ~70% Geographical Footprint 10 countries > 60 countries People (Traders, Network & BO) #15 > #170 Volumes Growth: 150k Mt → > 1.5m Mt Sales: 200m $ 1.1 bn $ Creation of Value through Volumes Growth Consumables Desk Energy Desk Paper Desks Non - Ferrous Desk General Trading Desk Physical Trading Paper Trading Industrial BU Creation of Value through Capital Gains – “ M&A Rule: Impero ” I Integration M Management P Price E Exit R Roe / Lev O Opportunity = *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6 1 This statement reflects management’s current expectations and estimates and constitutes a forward - looking statement. Actual resu lts may differ materially due to various risks and uncertainties.
Officine Tecnosider S.r.l. Via Jacopo Linussio 1 San Giorgio di Nogaro (UD), Italy
22 Trasteel in a Nutshell Trading Activity Trading and Industrial Activity Trasteel is a global steel and metals trading and industrial platform headquartered in Lugano, active in over 60 countries. Sanctioned People Entities Trucks Volumes Customers Containers Countries Suppliers Trains 27 +1,400 +50,000 +4,000 +1.5 +2,000 +300 +60 +5,000 85% Recurring 2025* 2025* 2025* 2025* 2025* 2025* 2025* 2025* 2025* Managed Managed Managed M metric tons Physical Trading Paper Trading Industrial BU 374 465 923 1,453 1,417 1,495 1,821 * - 500 1,000 1,500 2,000 2019 2020 2021 2022 2023 2024 2025 Revenues (in M/USD) © Australian Bureau of Statistics, GeoNames, Geospatial Data Edit, Microsoft, Navinfo, Open Places, OpenStreetMap, Overture M aps Fundation, TomTom, Wikipedia, Zenrin Con tecnologia Bing Trading Trading + Industry Sanctioned Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 2 026
23 Risk Management Policies Trasteel’s trading model operates as a pure service provider, targeting no speculative positions and a fully hedged financial ex posure at all times. Physical Trading Transaction Execution Risk Disciplined trade execution controls Financial & Liquidity Strong equity base and diversified funding, from over 30 banks Market, Geopolitics & Price No speculative back - to - back trading Counterparty, Credit Risk All trades reviewed by risk Committees requiring hedges or swaps Caps Enterprise Risk Management Policy • Controls • Reporting Compliance, Legal, Tax & Regulatory Legal and regulatory compliance Infrastructure & IT Cyber security systems, vendor data protection and governance
Officine Tecnosider S.r.l. Via Jacopo Linussio 1 San Giorgio di Nogaro (UD), Italy
25 Investment Highlights Risk - Neutral Trading Model Limited speculative exposure . Back - to - back physical trades with 1 : 1 hedging via futures and swaps . Structural need of International Trading Given the discontinue “scaling” of production, creating unbalance between local supply and local demand . Diversified Customer Base Position in the Steel Value Chain where few suppliers / steel mills face thousands of customers . Opportunity (not threat) by AI application AI is expected to reshape the services industry, whereas pipes, plates and other steel products remain essential . Proprietary AI platforms are under development to automate back - office operations and deliver scalable cost savings . Multi - Local Business Model Traders are fundamental in the post globalization environment, to manage the complex and changing set of rules of international trading . Spread and Portfolio Management We are spread managers in the steel transformation sector ; this allows to address with negative price cycles with little to no consequences . Market Intelligence Selection Skills of industrial opportunities based on the impero rule and centuries of cumulated experience creating strong opportunities to buy undervalued assets in the negative cycle and to sell in the positive cycle . Growth Model (Customer and Assets acquisitions) Driven by customers’ fragmentation as key driver of margins .
26 Use of Proceeds Trasteel invests opportunistically in strategic trading teams and industrial assets to become World’s leading steel trading a nd investment house. TRADING OPPORTUNITIES Priorities 1 Working capital 2 Trading development Steel desk Consumables desk Non - ferrous desk Paper desk 3 Deleveraging EBT improvement >30 M/$* /year 2026 - 2028 Amount 150 - 200 M/$* 2026 - 2028 Amount 150 - 200 M/$* INDUSTRIAL OPPORTUNITIES Estimated Equity investment Potential M&A deals 30 - 60 m $ Target 1 Up to 15 m $ Target 2 Up to 5 m $ Target 3 Up to 50 m $ Target 4 Up to 10 m $ Target 5 Up to 20 m $ Target 6 Up to 100 m $ Target 7 Up to 10 m $ Target 8 Up to 50m $ Target 9 Up to 50m $ Others *This statement reflects management’s current expectations and estimates and constitutes a forward - looking statement. Actual res ults may differ materially due to various risks and uncertainty.
27 Strategic Summary Trasteel invests opportunistically in strategic industrial and trading assets to become World’s leading steel trading and inv est ment house. Historical Growth Path (2019 - 2025*) CAGR 6Y 30.2% Target 3 - 5Y EBITDA 1 > 250M/$** Our Benchmark Why stock exchange To sustain long - term growth 2023 1999 World Leading Steel Trader 7,512 2,090 Total revenues 595 129 Gross margin 228 56 EBITDA 44 12 Profit for the period 918 256 Equity >600m $ Dividend Distributed in the period >600% Capital Gain 3 - 5Y TARGET** 2025 * Trasteel Group >5,000 1,821 Total revenues > 500 147 Gross margin > 250 60 EBITDA >50 7 Profit for the period REVENUE >5B/$** 1 Industrial partner Limited growth potential due to semi - exclusive supply constraints. 2 Private financial partner Short - term investment horizon with cash - out requirements. Stock exchange Optimal solution: no conflicts of interest and full alignment on long - term capital appreciation. 3 374 465 923 1,453 1,417 1,495 1,821 6 13 40 94 59 41 60 - 10 20 30 40 50 60 70 80 90 100 - 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2019 2020 2021 2022 2023 2024 2025 Revenues EBITDA 1 EBITDA is a non - IFRS measure, please see Disclaimer on slide 4 and Appendix . *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB . Audit completion expected in H 1 2026 . **This statement reflects management’s current expectations and estimates and constitutes a forward - looking statement . Actual results may differ materially due to various risks and uncertainty . Investors should review the audited financial statements and related disclosures contained in the Form F - 4 , when available .
28 Sizzle Acquisition Corp. II – Key People Steve Salis • Owner of Salis Holdings, a diversified holding company based in Washington, D.C. with interests in restaurants, hospitality, real estate, venture and mining. • O ver 20 years of experience founding, acquiring, and developing companies across various sectors • Mr. Salis was the Chairman and CEO of Sizzle Acquisition Corp., which successfully merged with European Lithium to form Critical Metals Jamie Karson • Executive Chairman of Catalogue and public company CEO with more than 30 years of experience leading private and public companies and transactions • Prior to Sizzle, he was CEO and Chairman of Steve Madden, CEO and Chairman of The Original Soupman and an advisor to GSO Capital Partners, now Blackstone Credit • In his time at Steve Madden, Mr. Karson created significant shareholder value, and was named to the list of the “Top 10 Best Retail CEOs in America” in 2009 by HVS Daniel Lee • Venture Partner at NextGen Venture Partners, the CFO at Enspira, a Managing Partner at Mission 8 and the CFO at RiskSpan. CFO of Sizzle Acquisition Corp. • M ore than 16 years as an operator, investor and advisor across a broad range of sectors • Mr. Lee has d eep public equities experience as a senior equity analyst at Profit Investment Management, and a research analyst at middle market investment bank FBR Capital Markets
29 Transaction Overview Assumptions (1) Assumes $230 million remaining in trust (0% redemptions). Excludes interest earned in the trust. Amount is subject to change depending on the actual interest earned in the trust and total number of redemptions. (2) Assumes PF shares outstanding of 113.6 million priced at $10.00 per share. (3) Pro Forma Net Debt consists of subordinated loans to related parties, current and non - current financial liabilities, less transaction cash, less Trasteel cash and cash equivalents. (4) Trasteel balance sheet figures are based on unaudited management accounts as of 12/31/2025. (5) Includes public rights to receive one tenth of a Class A ordinary share upon the consummation of an initial business combination. Transaction Highlights Illustrative Sources & Uses ($M) Pro Forma (“PF”) Valuation ($M) Pro Forma Ownership (2) (3)(4) (1) • Sizzle Acquisition Corp. II intends to complete a business combination with Trasteel Holding SA, a diversified industrial and trading platform with operations across more than 60 countries • The business combination implies a pro forma combined enterprise value of approximately $1.32 billion • Existing Trasteel shareholders will rollover 100% of their equity as part of the business combination • The business combination is expected to be funded by Sizzle II cash held in trust 70.4% 22.3% 6.7% 0.6% (5) (5)
People Behind Steel Join us.
31 Glossary Term Definition
32 Risk Factors ( 1/3 ) All references to “we,” “us” or “our” refer to Trasteel Holding S . A . (“Company”) prior to the consummation of a potential transaction with a special purpose acquisition company (“SPAC”) . The risks described below are a non - exhaustive list of the key risks related to Company and the factors that could cause actual results to differ from the intentions and assumptions described in this Presentation . This list has been prepared solely for potential investors in this private placement transaction and not for any other purpose . You should carefully consider these risks and uncertainties, carry out your own due diligence, and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this private placement transaction before making an investment decision . The list below is qualified in its entirety by disclosures contained in future documents filed or furnished with the Securities and Exchange Commission in respect of a potential transaction . The risks presented in such filings would include risks associated with the post - transaction operation of Company and the risks associated with the potential transaction, and these risks may differ significantly from, and will be more extensive than, those risks presented below . Company may be subject to the following factors, many of which are outside of Company’s control : Risks Related to Company’s Business and Industry We face risks related to the effect of economic uncertainty, and in the event of an economic downturn or slow recovery, our growth prospects, results of operations, cash flows and financial condition could be adversely impacted . Significant increases in, or sustained levels of, inflation may adversely affect our costs . Inflationary pressures have, and may continue to, impact the costs of steel products, raw materials, labor, energy, fuel, transportation and other inputs necessary for the trading and processing of steel products by our partners and customers, and our financial condition and customer demand may be adversely impacted . We operate in a highly competitive marketplace, and competition, including from large integrated steel producers and other independent trading houses, could negatively impact our business . We are impacted by global steel price cycles, and a sustained period of low steel prices or significant price volatility would materially adversely affect our sales, results of operations, cash flow, and financial condition . Unexpected or unfavorable changes in global steel supply and demand dynamics could have a materially adverse effect on our sales, results of operations, cash flow and financial condition . We increasingly depend on our industrial business unit, and our failure to successfully manage and integrate acquired industrial assets could have an adverse effect on our growth strategy and our sales, results of operations, cash flow, and financial condition . We may experience cyberattacks and data breaches and any failure to adequately maintain security and prevent unauthorized access to electronic and other confidential information could result in additional data breaches that could materially adversely affect our reputation, financial condition and operating results . Damage to the reputation of the Trasteel brand could adversely affect our sales .
33 Risk Factors ( 2/3 ) Our business and results of operations may be materially adversely affected by serious disruptions or catastrophic events, including public health issues, trade disputes, sanctions, weather, and geopolitical instability, including the ongoing conflict involving Israel and Hamas and joint U . S . /Israeli campaign in Iran and the potential disruption of key shipping routes, including the Strait of Hormuz, Suez Canal and Bab al - Mandab Strait . Military or other conflicts in the Middle East and Southwest Asia may lead to : Increased transportation and insurance costs – freight and insurance costs may increase significantly as a result of conflict - related disruptions to major trade routes ; Delays in shipment and delivery – operational delays may occur for cargo transiting affected regions, which could impact the timing of revenues and customer commitments ; Increased transformation costs – cost increases may apply to certain business units, which may or may not be fully transferable to customers ; Increased volume and price volatility – publicly traded securities and commodity markets may experience heightened volatility as a result of geopolitical tensions ; and Broader economic disruption – sustained conflict may result in expanded regional or global military operations, prolonged sanctions, and supply chain disruptions that could materially adversely affect our business, financial condition, and results of operations . The extent and duration of any such conflict and its impact on global trade routes may not be predicted and could be substantial . Risks Related to the Company Operating as a Public Company Prior to the potential de - SPAC transaction, there will have been no public market for Trasteel's shares, and there is no guarantee that an active and liquid market will develop . The market price of Trasteel’s ordinary shares could fluctuate significantly, which could result in substantial losses for purchasers of Trasteel’s ordinary shares . A significant portion of Trasteel's total outstanding shares following the closing of a potential transaction might not be immediately resold but could be sold into the market soon after such closing . This could cause the market price of Trasteel’s ordinary shares to drop significantly, even if Trasteel's business is doing well . If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about Trasteel's business, the market price for Trasteel’s ordinary shares and trading volume could decline . Trasteel would incur increased costs as a result of operating as a public company, and its management would be required to devote substantial time to new compliance initiatives and corporate governance practices . Trasteel does not anticipate paying dividends and, as a result, your ability to achieve a return on capital of your investment may depend on appreciation in the price of Trasteel’s ordinary shares . Trasteel would have broad discretion over the use of cash balances it would receive as a result of the de - SPAC transaction and may not apply such balances in ways that increase the value of your investment . Members of Trasteel's management team have limited experience managing a public company, which may result in difficulty adequately operating and growing our business .
34 Risk Factors ( 3/3 ) Risks Related to a Potential Transaction Each of Trasteel and Sizzle Acquisition Corp . II would incur significant transaction costs in connection with the de - SPAC transaction . The consummation of the de - SPAC transaction would be subject to a number of conditions, and if those conditions are not satisfied or waived, the associated business combination agreement would be terminated and the potential transaction might not be completed . Sizzle Acquisition Corp . II could waive one or more of the conditions to the de - SPAC transaction, resulting in the consummation of the transaction notwithstanding divergence from assumptions on which the transaction is initially evaluated and approved . The ability to successfully effect the de - SPAC transaction and Trasteel's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel . The loss of such key personnel could negatively impact Trasteel's operations and financial results . There can be no assurance that Trasteel’s ordinary shares will be approved for listing on a stock exchange or that Trasteel will be able to comply with the continued listing standards of a stock exchange . Legal proceedings in connection with a potential transaction, the outcomes of which would be uncertain, could delay or prevent the completion of a potential transaction . The future grant and exercise of registration rights could adversely affect the market price of Trasteel’s ordinary shares following the consummation of the de - SPAC transaction . Significant redemptions by Sizzle Acquisition Corp . II's public shareholders could require Trasteel to raise future financing following the consummation of the de - SPAC transaction and reduce the public float of Trasteel’s ordinary shares . If Sizzle Acquisition Corp . II's due diligence investigation of Trasteel's business was inadequate and material risks are not uncovered, Trasteel’s shareholders following the consummation of the de - SPAC transaction could lose some or all of their investment . During the pre - closing period, Trasteel and Sizzle Acquisition Corp . II could be prohibited from entering into certain transactions that might otherwise be beneficial to Trasteel, Sizzle Acquisition Corp . II or their respective stakeholders .
Appendix
Financials – Income Statement* (2023 - 2025) 2025 2024 2023 In Units/USD 1.821.055.760 1.488.918.735 1.409.569.796 Net sales - 5.636.746 7.214.095 Other operating income (Trasteel) 1.821.055.760 1.494.555.481 1.416.783.891 Total revenues (1.673.509.461) (1.445.001.751) (1.286.860.706) Cost of materials - 73.784.760 7.909.680 Change in inventories (Trasteel) 147.546.299 123.338.490 137.832.865 Gross margin (67.018.243) (64.213.824) (61.389.236) Personnel expenses (20.215.343) (17.922.159) (17.078.931) Other operating expenses 60.312.712 41.202.506 59.364.698 EBITDA 1 1 EBITDA is a non - IFRS measure, please see Disclaimer on slide 4 and Appendix *Management’s financial information based on Swiss GAAP FER, and not audited under IFRS or PCAOB. Audit completion expected i n H 1 2026.
Financials – Balance Sheet* (2023 - 2025) 2025* 2024 2023 In Units/USD Assets 135.826.007 155.495.883 193.660.404 Cash and cash equivalents 312.758.161 261.845.462 222.652.659 Trade account receivable 38.039.765 25.291.430 63.320.804 Other current receivables 370.452.210 298.838.557 225.053.797 Inventories 28.754.535 21.164.325 21.122.380 Prepayments for delivery of inventories 1.569.161 1.569.161 1.669.249 Assets held for sale (Trasteel) 3.479.486 3.279.474 2.775.042 Prepaid expenses and accrued income 890.879.326 767.484.291 730.254.335 Total current assets 215.410.664 187.841.502 202.279.695 Property , plant and equipment 43.355.613 41.555.268 22.535.533 Financial assets 8.928.441 8.904.120 1.292.715 Investments in associated companies 11.987.345 12.554.624 10.439.710 Intangible assets 11.940.161 10.367.479 6.594.041 Deferred tax assets 1.423.567 1.084.072 335.095 Other non - current assets 293.045.791 262.307.065 243.476.789 Total non - current assets 1.183.925.118 1.029.791.356 973.731.124 Total assets Liabilities 388.127.990 337.298.948 223.059.875 Current financial liabilities 287.135.639 250.028.073 222.698.470 Trade account payable 82.154.647 73.279.671 107.146.995 Other current liabilities 26.396.415 15.135.525 11.453.975 Prepayments from clients on inventories 3.876.531 5.547.870 3.360.656 Accrued expenses and deferred income 787.691.222 681.290.087 567.719.971 Current liabilities 136.940.958 118.227.382 136.311.160 Non - current financial liabilities 5.042.000 5.042.000 5.042.000 Subordinated shareholders loan from related parties 4.411.237 3.943.082 4.334.329 Employee benefit obligations 30.522.411 27.175.013 29.792.125 Deferred tax liabilities 22.794.611 33.009.222 52.651.364 Negative goodwill 199.711.217 187.396.699 228.130.978 Non - current liabilities 987.402.439 868.686.786 795.850.949 Total liabilities Equity 8.858.332 8.858.332 8.858.332 Share capital 23.256.342 23.256.342 23.256.342 Reserve from capital contribution 96.783.361 71.310.964 82.683.055 Retained earnings 128.898.036 103.425.638 114.797.729 Equity attributable to the owner of the Company 67.624.643 57.678.933 63.082.446 Minority interests 196.522.678 161.104.571 177.880.175 Total equity 1.183.925.118 1.029.791.357 973.731.124 Total equity and liabilities *Management’s financial information based on Swiss GAAP FER, and not audited under IFRS or PCAOB. Audit completion expected i n H 1 2026.
38 Trading – 3 main desks of Physical Trading Steel ▪ Flat products and semi - products ▪ Long products and semi - products ▪ Tubular products ▪ Stainless steel products Raw Materials for Steel Production ▪ Iron ore (fines and lumps) ▪ PCI coal and metallurgical coke ▪ Pig iron, bauxite, and alumina ▪ HBI and Scrap General Trading $621M Revenue (2025*) Companies involved ▪ Trasteel International SA ▪ CMP S.r.l. Non - Ferrous Upstream ▪ Cassiterite ▪ Bauxite Downstream ▪ Nickel ▪ Chromium ▪ Titanium ~$35.6M Revenue ( 2 025*) Midstream ▪ Copper ▪ Aluminium ▪ Zinc ▪ Lead ▪ Tin Companies involved ▪ Trasteel International SA Consumables ~$394M Revenue (2025*) Ferro - alloys / Additives ▪ Bulk Ferro - alloys ▪ Noble Ferro - alloys ▪ Met. Additives and Fluxes Raw Materials ▪ Magnesia products ▪ Alumina & Refractory minerals ▪ Special materials (SiC, graphite, silica) Companies involved ▪ Trasteel International SA ▪ CMP S.r.l. ▪ BBC Alloys S.r.l Refractory Products ▪ Bricks ▪ Cements ▪ Special Products Electrodes ▪ Graphite Electrodes ▪ Carbon Electrodes Physical Trading This slide presents non - IFRS measures, please see Disclaimer on slide 4 and Appendix *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6
39 Trading – The development of Paper / Derivatives Trading PRODUCTS SEGMENT (Lugano & Hong - Kong Offices) ARBITRAGE TRASTEEL HEDGING OTC TRADING WITH THIRD - PARTIES Energy Power, Gas Non - Ferrous Aluminum, Zinc, Tin, Copper, Lead Steel EHR, HC Metallics Scrap, Rebars, Iron Ore Coal Steam Coal, Coking Coal Carbon Credits EUAs Paper Trading
40 Industrial Business Overview Net sales $766 M Companies 13 Countries 6 Processed / year ~800 K/Mt Industrial Activities Revenue ($/M) Revenue by Commodity 56% Tubes 30% Heavy plates 9% Strips & sheets 4% Rebars % Engineering 2025 CAGR 21 - 25: 17% ISPADUE PIPES ITALY SERBIA PLATES ITALY COILS CHINA ITALY REBARS POLAND ROMANIA ENGINEERING TURKEY ITALY YUGOTUB SIM PROFILMEC LIFI OFFICINE TECNOSIDER TAMAC UTIL ITALY TRASTEEL POLSKA TRASTEEL ROMANIA FEMATEK ROLM FACTORIES 2025* UTIL CHINA Industrial BU 408 769 729 714 766 - 100 200 300 400 500 600 700 800 900 2021 2022 2023 2024 2025 Revenues (in M/USD) This slide presents non - IFRS measures, please see Disclaimer on slide 4 and Appendix *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6
41 Industrial Portfolio – Steel Processing ( 1/2 ), FY2024 Profilmec Group S.p.A. 1 $457M Italy, Serbia HF welded tubes Core business Manufacturing of precision high - frequency (HF) welded steel tubes and profile sections. Raw Materials P&O Coils • CR Coils • Aluminized & Galvanized Coils Final Products >400,000 t/year Group Synergies and Market Highlights • Client of Trasteel International & Tamac • Potential Client of La Magona d’Italia • Major Customer of Arvedi Group UTIL Group 1 $79M Italy • China Raw materials Final Products > 70,000 t / year Group Synergies and Market Highlights • Client of Tamac • Under evaluation: potential M&A aggregation of leading European players (incl. Util) to drive market consolidation and cost synergies. Officine Tecnosider S.r.l. $241M Italy Heavy plate rolling Raw Materials Final Products Plates • round bars Trasteel 51% / Vanomet 49% Core business Components for automotive braking systems, with manufacturing presence in Italy and China. Core business Heavy plate rolling plant producing plates and round bars to customer specifications. Automotive braking 1 The consolidated financial statements include the following entities: Profilmec S.p.A., Ispadue S.p.A., Yugotub d.o.o., CMP S.r.l., LIFI S.r.l., SIM S.r.l., and ROLM S.r.l. Group Synergies and Market Highlights • Client of Trasteel International, Tamac • Cost and quality leader in the European market Trasteel 49% / Dea Capital 51% Trasteel 70% / Walter Talpo 30% Automotive Parts (Breaks) Coils • Strip and Sheets >300,000 t/year Slabs Precision Pipes 1 The consolidated financial statements include the following entities: Util S.p.A, Utl China *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6
42 Industrial Portfolio – Steel Processing ( 2/2 ), FY2024 Trasteel Polonia & Romania $27M Polonia, Romania Rebars Core business Cutting, bending and assembly to spec; rebar cages for reinforced concrete, civil works and tunnels. Raw Materials Bars Final Products >20,000 t/year Group Synergies and Market Highlights • Client of Trasteel International • Partner of Large EU Contractors Tamac S.r.l $85M Italy Raw materials Final Products Up to 120,000 t / y Group Synergies and Market Highlights • Supplier of Util • Client of Trasteel International • Potential Client of La Magona d’Italia and Arvedi Group Trasteel Makina ve Ticaret A.S. (Fematek) $10M Turkey Heavy Carpentry Raw Materials Final Products Special Parts Trasteel 100% Core business Cut - to - size processing of HR/CR/coated coils with Just - in - Time service (EU/North Africa). Core business Heavy fabrication of special parts / products to meet steel mills requirements. Service Center Group Synergies and Market Highlights • Client of Trasteel International, Officine Tecnosider • Strategic location (sea and road connections to Europe, the Middle East and North Africa) Trasteel 100% Trasteel 100% Strip and Sheets Coils Capacity based on orders Seamless Pipes • Plates Rebars *Management’s financial information based on Swiss GAAP and not audited under IFRS or PCAOB. Audit completion expected in H1 202 6
43 Customer Portfolio & Geography Sales footprint (by region) EU concentration with gradual expansion beyond the EU 2024 Customer diversification Broad end - market mix (end - users + processors) Customer concentration 16% top 10 Historically fragmented profile Customers >4,000 EU Core Region with expected expansion outside EU Sectors served multi end - use Automotive E - mobility Service Centers Construction Infrastructure Steel processors Furniture Household appliances Bikes & Gym Agriculture Special profiles Real estate Italy , 40% Spain , 14% Germany , 7% India , 7% Poland , 5% Rest of World , 27% Italy Spain Germany India Poland Rest of World Physical Trading Paper Trading Industrial BU
44 Opportunity by AI application Technology is reshaping industries Pressure rises where value is digitizable Software / Big Tech increasingly under pressure due to rapid technological innovation Oil & Gas facing structural pressure from energy transition Structural Resilience of Trasteel: Steel Trading & Transformation Steel remains a core circular - economy material, as it can be recycled indefinitely and efficiently reused across multiple industrial cycles without loss of quality. Pipes, plates, rebar, processing - always required in the real economy Industrial materials remain the backbone of global infrastructure AI: an Opportunity for Trasteel Trading Data center buildout increases industrial metals demand AI growth → exponential data center expansion Data centers structurally require: Steel → structures, reinforcement, piping Opportunity for Trasteel Industries and General Trading Desk) Aluminium → cooling and lightweight systems Opportunity for Trasteel Non - Ferrous Trading Desk Opportunity for Partner company Target 2* Copper → power transmission & connectivity Opportunity for Trasteel Non - Ferrous Trading Desk *Target 2 is finalizing the financing of a project to revamp the only primary aluminium smelter in Italy (Sardinia), among the very few remaining in Europe . Trasteel, together with Glencore, is the only company that has already secured off - take agreements to commercialize both input raw materials and output production . Commodity Trading Companies and Steel Industries remain structurally essential
45 Potential Use of Proceeds Target 1 Italy Revenue 500 - 700 m $ EBITDA 25 - 36 m $ Reroller and coater of HR/PRO Coils into Galvanized / Pre - painted coils (about 600k tons per year). Target 2 UAE / KSA Revenue up to 60 m $ EBITDA up to 10 m $ Strategic manufacturing hub in Saudi Arabia to produce seamless steel pipes (incl. premium connection). Target 3 Massachusetts Revenue 100 - 140 m $ EBITDA 8 - 15 m $ USA - based steel recycler; turnover expanded from ~2,500 mt/month (2013) to ~20 - 22,000 mt/month. Target 4 Wien, Austria Revenue 1 bn $ EBITDA +10 m $ Trading house and market maker in the Mediterranean for HBI & Pig Iron (besides Metallic charges) with physical assets (Marghera bulk terminal, scrapyards, etc.). Target 5 Italy Revenue 80 - 90 m $ EBITDA 3 - 4 m $ Part of distressed Ilva group; Mill specialized in black pipe production; strategic fit to expand carbon steel tubes offering of Profilmec Group, Trasteel’s subsidiary. Target 6 Italy Revenue 40 - 50 m $ EBITDA 15 - 20 m $ Innovative plant converting steel production by - products into valuable raw materials using patented technology. Target 7 Revenue 9 - 10 bn $ EBITDA > 200 m $ World leader in steel trading. Target 8 Provider of turnkey refractory maintenance services for steel mills, ensuring an integrated and efficient operational solution. Target 9 Southern Europe Primary aluminium smelter currently under revamping; owned by shareholders close to Trasteel; may become the sole producer of primary aluminium in Southern Europe. World Figures reflect management’s current expectations and estimates and constitutes a forward - looking statement. Actual results may differ materially due to various risks and uncertainty. UAE / KSA / India Revenue 55 m $ EBITDA 15 m $ Revenue 600 m $ EBITDA 140 m $