Sizzle Acquisition Corp. II (SZZLU) SEC Filings

Sizzle Acquisition Corp. II is a Cayman Islands blank check company that completed a $230,000,000 IPO in April 2025 and holds $241,193,502 in cash and marketable securities in its Trust Account as of June 30, 2026, or $10.49 per public share. For the six months ended June 30, 2026, it reported net income of $3,422,685, driven by $4,186,292 of interest income on Trust investments, partially offset by $763,607 of general and administrative costs.

Cash outside the Trust Account was $340,147 with working capital of $52,342, leaving limited funds for ongoing expenses. Management discloses that these conditions and the need to complete a Business Combination by April 3, 2027 raise substantial doubt about the company’s ability to continue as a going concern. The company has entered into a Business Combination Agreement with Trasteel Holding S.A. but has not yet completed this transaction.

AQR Capital Management, LLC, together with AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC, reports beneficial ownership of 1,131,030 Class A ordinary shares of Sizzle Acquisition Corp., representing 4.79% of that class. The AQR entities have shared voting power and shared dispositive power over all of these shares, with no sole voting or dispositive power. This amendment reflects that their holdings are at or below the threshold described as ownership of 5 percent or less of the class.

Sizzle Acquisition Corp. II entered into a Business Combination Agreement to combine with Trasteel Holding S.A. through a newly formed Luxembourg holding company, Pubco. At closing, Trasteel’s sellers will receive $800,000,000 of Pubco ordinary shares, valued at $10.00 per share, and Sizzle II shareholders will receive Pubco shares for their SPAC securities.

All Sizzle II units will separate, rights will convert into Class A shares, and Class B shares will convert into Class A before being exchanged for Pubco stock. The deal depends on shareholder approvals, effectiveness of a Form F‑4 registration statement, a stock exchange listing and a $75,000,000 minimum cash condition supported by at least $75,000,000 of PIPE commitments on top of any bridge debt.

The parties plan a seven‑member Pubco board, with five directors nominated by Trasteel and one by Sizzle II, and adoption of an equity plan reserving 15% of Pubco’s post‑closing shares. Sponsor and company holders have entered support, lock‑up and registration rights agreements to back the transaction.

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.

Sizzle Acquisition Corp. is a Cayman Islands-based blank check company formed to complete a business combination in sectors such as restaurants, hospitality, consumer, food-related technology, real estate “proptech,” mining, professional sports, airlines and technology in developed markets.

The company completed its initial public offering on April 3, 2025, selling 23,000,000 public units at $10.00 each, plus 600,000 private placement units, and placed $230,000,000 in a trust account. As of December 31, 2025, cash available for a business combination from the trust was $237,007,209 and the pro rata redemption price was about $10.30 per public share.

Sizzle must complete an initial business combination by April 3, 2027, or redeem all public shares and liquidate, subject to potential shareholder-approved extensions and Nasdaq’s 36‑month SPAC requirement. As of March 12, 2026, it had 23,600,000 Class A and 7,666,667 Class B ordinary shares outstanding. The sponsor’s founder shares, private placement securities, rights and possible working capital loan conversions could materially dilute public shareholders when a transaction is completed.

Barclays PLC has filed an amended Schedule 13G reporting beneficial ownership of 990,000 shares of Sizzle Acquisition Corp Class A common stock, representing 4.19% of the class as of an event date of December 31, 2025.

Barclays reports sole voting and sole dispositive power over all 990,000 shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Sizzle Acquisition Corp. Barclays Bank PLC is identified as the relevant subsidiary.

Sizzle Acquisition Corp. II is a Cayman Islands blank check company formed to complete a business combination. The company completed an initial public offering and private placement that generated total gross proceeds of $236.0 million (including a $230.0 million IPO and $6.0 million private placement). Proceeds of $230.0 million were deposited in a U.S.-based Trust Account and invested in short-dated U.S. government securities and money market funds; the Trust Account balance was $232,280,342 as of June 30, 2025. Cash held outside the Trust Account was $1,116,277, with reported working capital of $952,612.

The company reported net income of $2,073,406 for the three months and $2,031,279 for the six months ended June 30, 2025, driven by $2,280,342 of interest income on Trust Account investments and partially offset by formation and operating costs of $206,936 (three months) and $249,063 (six months). A $10,950,000 deferred underwriting fee is payable upon completion of an initial business combination. The company has no operating revenues and will rely on Trust Account proceeds and possible sponsor support to consummate a business combination within the Combination Period.

AQR Capital Management, AQR Capital Management Holdings and AQR Arbitrage report joint beneficial ownership of 1,556,600 Class A ordinary shares of Sizzle Acquisition Corp. II, representing 6.6% of the class. The filing shows no sole voting or dispositive power and records shared voting power and shared dispositive power of 1,556,600 shares, indicating the position is held collectively by the AQR entities named.

The submission is a Schedule 13G and includes a certification that the securities are held in the ordinary course of business and were not acquired or are not held for the purpose of changing or influencing control. The filing discloses a material passive stake above the 5% reporting threshold and identifies the reporting entities and their shared control attributes.

Barclays PLC reports beneficial ownership of 1,339,026 shares of SIZZLE ACQUISITION CORP-CL A, representing 5.67% of the class. The filing shows Barclays holds sole voting and sole dispositive power over these shares and classifies the reporting person as "HC."

The statement certifies the securities were acquired and are held in the ordinary course of business and are not held to change or influence control of the issuer. The filing also identifies Barclays Bank PLC as the subsidiary referenced by the parent holding company.