Sizzle Acquisition Corp. II (SZZL) furnished an investor presentation for its proposed business combination with Trasteel Holding S.A. It describes an approximately $1.32 billion pro forma combined enterprise value; existing Trasteel shareholders would roll over 100% of their equity. The transaction is expected to be funded by Sizzle II cash held in trust, with illustrative assumptions of $230 million remaining in trust and 0% redemptions, excluding interest earned. The assumed trust amount may change with actual interest and redemptions.
Trasteel’s preliminary, unaudited H1 2026 management figures show revenue of $1,192.4 million, up 40.0% year over year; gross profit of $105.9 million, up 36.9%; and EBITDA of $50.7 million, up 80.8%. The H1 figures are labeled unaudited IFRS management figures, and EBITDA is identified as a non-IFRS measure.
The proposed transaction’s terms are indicative, non-binding and subject to further discussion, negotiation and change. Pubco intends to file a Form F-4 registration statement with a proxy statement and prospectus; definitive materials would be sent to Sizzle II shareholders if the registration statement becomes effective.
Sizzle Acquisition Corp. II (SZZL) furnished Trasteel Holding S.A.’s first-half 2026 results, based on unaudited management figures prepared under IFRS and subject to change. Trasteel reported total revenue of $1,192.4 million, up 40.0% from $851.8 million; gross profit was $105.9 million, up 36.9%, and EBITDA was $50.7 million, up 80.8% from $28.0 million. Operating profit was $37.0 million, compared with $14.6 million. EBITDA is a non-IFRS measure.
Management projected FY 2026 total revenue of $2.1–$2.5 billion, gross profit of $200 million and EBITDA of $80–$85 million. Trasteel Magona S., a newly established Group company, took over operations of the La Magona plant on October 1, 2026 under a lease; production is expected to restart progressively, and the planned acquisition is subject to completion of Liberty Magona’s restructuring. Trasteel completed its acquisition of BBC Alloys’ remaining 40% equity interest on September 30, 2026, bringing its ownership to 100%. The business combination with Sizzle II is expected to close by the end of 2026, subject to Sizzle II shareholder approval and other customary closing conditions.
Sizzle Acquisition Corp. II (symbol: SZZL) is the issuer of record for a Form 8-K filing submitted to the SEC.
Sizzle Acquisition Corp. II amended its Business Combination Agreement with Trasteel Holding S.A., Trasteel S.A. and Trasteel Merger Sub Limited. The amendment changes the PCAOB Audit Delivery Date from July 31, 2026 to September 30, 2026 and provides for a five-director Pubco board following the transaction closing. Sizzle II also waived, solely for Pubco and Merger Sub, the five-Business-Day requirement for their formation and joinder to the agreement.
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.
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.