[SCHEDULE 13G/A] Sizzle Acquisition Corp. II Amended Passive Investment Disclosure
Westchester group reports 4.96% stake in Sizzle Acquisition
Westchester Capital Management, LLC and related entities reported their beneficial ownership of Class A ordinary shares of Sizzle Acquisition Corp. II.
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Westchester Capital Management, LLC and related entities reported their beneficial ownership of Class A ordinary shares of Sizzle Acquisition Corp. II. Westchester Capital Management beneficially owns 1,171,307 shares, or 4.96% of the class, based on 23,600,000 shares outstanding as of May 13, 2026.
Westchester Capital Partners owns 3,973 shares (0.02%), Virtus Investment Advisers 1,090,953 shares (4.62%), and The Merger Fund 1,032,718 shares (4.38%). The reporting persons disclose sole and shared voting and dispositive powers and indicate that each now holds 5% or less of the class.
Key Figures
Shares outstanding:23,600,000 sharesWestchester Capital Management holding:1,171,307 shares (4.96%)Westchester Capital Partners holding:3,973 shares (0.02%)+2 more
5 metrics
Shares outstanding23,600,000 sharesClass A ordinary shares outstanding as of May 13, 2026
Westchester Capital Management holding1,171,307 shares (4.96%)Beneficial ownership of Sizzle Acquisition Corp. II Class A shares
Westchester Capital Partners holding3,973 shares (0.02%)Beneficial ownership of Sizzle Acquisition Corp. II Class A shares
Virtus Investment Advisers holding1,090,953 shares (4.62%)Beneficial ownership of Sizzle Acquisition Corp. II Class A shares
The Merger Fund holding1,032,718 shares (4.38%)Beneficial ownership of Sizzle Acquisition Corp. II Class A shares
Key Terms
beneficially owned, shared voting power, dispositive power, Section 13(g)(3) of the Act, +1 more
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"5 | Sole Voting Power 80,354.00 6 | Shared Voting Power 1,090,953.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"7 | Sole Dispositive Power 80,354.00 8 | Shared Dispositive Power 1,090,953.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Section 13(g)(3) of the Actregulatory
"may be deemed to constitute a "group" for purposes of Section 13(g)(3) of the Act."
registered investment adviserfinancial
"Virtus, a registered investment adviser, serves as the investment adviser"
A registered investment adviser (RIA) is a firm or individual legally registered with regulators to give personalized investment advice and manage clients' money, with a duty to put clients’ interests ahead of their own. Think of an RIA as a licensed financial guide who must disclose fees, conflicts and how they are paid; that transparency and legal duty matter to investors because it reduces the risk of hidden costs or biased recommendations.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership stake in SZZL does Westchester Capital Management report?
Westchester Capital Management reports 1,171,307 Class A shares of Sizzle Acquisition Corp. II, representing 4.96% of the class, calculated using 23,600,000 shares outstanding as of May 13, 2026.
How many SZZL shares does Virtus Investment Advisers own under this Schedule 13G/A?
Virtus Investment Advisers reports beneficial ownership of 1,090,953 Class A shares of Sizzle Acquisition Corp. II, representing 4.62% of the outstanding Class A ordinary shares.
What is The Merger Fund’s reported position in SZZL shares?
The Merger Fund reports beneficial ownership of 1,032,718 Class A shares of Sizzle Acquisition Corp. II, equal to 4.38% of the company’s outstanding Class A ordinary shares.
On what share count is the SZZL ownership percentage calculation based?
All reported ownership percentages are based on 23,600,000 Class A shares outstanding as of May 13, 2026, as reported in Sizzle Acquisition Corp. II’s Quarterly Report on Form 10-Q filed on May 14, 2026.
Do the reporting entities each own more than 5% of SZZL’s Class A shares?
No. Westchester Capital Management, Westchester Capital Partners, Virtus Investment Advisers, and The Merger Fund each report ownership of 5% or less of Sizzle Acquisition Corp. II’s Class A ordinary shares.
Who are the reporting persons on the SZZL Schedule 13G/A filing?
The reporting persons are Westchester Capital Management, LLC, Westchester Capital Partners, LLC, Virtus Investment Advisers, LLC, and The Merger Fund, which collectively report beneficial ownership of Sizzle Acquisition Corp. II Class A shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Sizzle Acquisition Corp. II
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
G8193F109
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G8193F109
1
Names of Reporting Persons
Westchester Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
80,354.00
6
Shared Voting Power
1,090,953.00
7
Sole Dispositive Power
80,354.00
8
Shared Dispositive Power
1,090,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,171,307.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.96 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 23,600,000 Shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.
SCHEDULE 13G
CUSIP Number(s):
G8193F109
1
Names of Reporting Persons
Westchester Capital Partners, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,973.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,973.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,973.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.02 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 23,600,000 Shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.
SCHEDULE 13G
CUSIP Number(s):
G8193F109
1
Names of Reporting Persons
Virtus Investment Advisers, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,090,953.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,090,953.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,953.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.62 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 23,600,000 Shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.
The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.
SCHEDULE 13G
CUSIP Number(s):
G8193F109
1
Names of Reporting Persons
The Merger Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,032,718.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,032,718.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,032,718.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.38 %
12
Type of Reporting Person (See Instructions)
IV
Comment for Type of Reporting Person: * Based on 23,600,000 Shares outstanding as of May 13, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.
The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, LLC on this Schedule 13G.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sizzle Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
4201 Georgia Avenue NW, Washington D.C. 20011
Item 2.
(a)
Name of person filing:
This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Westchester Capital Partners, LLC ("WCP"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust.
Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL ("MF VL"), Virtus Westchester Event-Driven Fund ("EDF") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL/Westchester Capital Event Driven Fund ("JNL"), JNL Multi-Manager Alternative Fund ("JARB") and Principal Funds, Inc. - Global Multi-Strategy Fund ("PRIN"). WCP, a registered investment adviser, serves as investment adviser to Westchester Capital Master Trust ("Master Trust", together with MF, MF VL, EDF, CEF, JNL, JARB and PRIN, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester and WCP.
Westchester and WCP often make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time. Based on the foregoing and the relationships described herein, these parties may be deemed to constitute a "group" for purposes of Section 13(g)(3) of the Act. The filing of this statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.
(b)
Address or principal business office or, if none, residence:
Westchester Capital Management, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Westchester Capital Partners, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Virtus Investment Advisers, LLC
One Financial Plaza, Hartford, CT 06103
The Merger Fund
101 Munson Street, Greenfield, MA 01301-9683
(c)
Citizenship:
Each of Westchester, WCP and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts.
(d)
Title of class of securities:
Class A ordinary shares, $0.0001 par value per share
(e)
CUSIP No.:
G8193F109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Westchester Capital Management, LLC: 1,171,307
Westchester Capital Partners, LLC: 3,973
Virtus Investment Advisers, LLC: 1,090,953
The Merger Fund: 1,032,718
(b)
Percent of class:
Westchester Capital Management, LLC: 4.96%
Westchester Capital Partners, LLC: 0.02%
Virtus Investment Advisers, LLC: 4.62%
The Merger Fund: 4.38%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Westchester Capital Management, LLC: 80,354
Westchester Capital Partners, LLC: 3,973
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
(ii) Shared power to vote or to direct the vote:
Westchester Capital Management, LLC: 1,090,953
Westchester Capital Partners, LLC: 0
Virtus Investment Advisers, LLC: 1,090,953
The Merger Fund: 1,032,718
(iii) Sole power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 80,354
Westchester Capital Partners, LLC: 3,973
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 1,090,953
Westchester Capital Partners, LLC: 0
Virtus Investment Advisers, LLC: 1,090,953
The Merger Fund: 1,032,718
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Westchester Capital Management, LLC
Signature:
/s/ CaSaundra Wu
Name/Title:
CaSaundra Wu/Chief Compliance Officer
Date:
08/14/2026
Westchester Capital Partners, LLC
Signature:
/s/ CaSaundra Wu
Name/Title:
CaSaundra Wu/Chief Compliance Officer
Date:
08/14/2026
Virtus Investment Advisers, LLC
Signature:
/s/ James Sena
Name/Title:
James Sena/Chief Compliance Officer
Date:
08/14/2026
The Merger Fund
Signature:
/s/ Daphne Chisolm
Name/Title:
Daphne Chisolm/Vice President, Counsel and Assistant Secretary
